−Removed: Below is a series of risk factors that may affect the Company's business, financial condition and/or results of operations.
−Removed: Other risk factors are contained in "Item 7.
−Removed: Management's Discussion and Analysis of Financial Condition and Results of Operations"
−Removed: and the Notes to the Consolidated Financial Statements of this Annual Report on Form 10-K.
+Added: Below is a series of risk factors that may materially affect the Company’s business, financial condition and results of operation.
The Company operates in a continually changing business environment, and new risk factors emerge from time to time.
−Removed: Management cannot predict such new risk factors, nor can it assess the impact, if any, of these risk factors on the Company's business, financial condition and/or results of operations or the extent to which any factor or combination of factors may impact any of these areas.
+Added: The following information should be read together with other information contained in this Annual Report on Form 10-K, including the consolidated financial statements and the notes thereto and “Management’s Discussion and Analysis of Financial Condition and Results of Operations.
Coronavirus (COVID-19) Pandemic Impact
3 unchanged sentences
At times, some of the Company’s stores were subject to capacity limits, masking requirements, and social distancing measures that incorporated enhanced cleaning, additional protective equipment and the closure of self-service food bars plus in-house dining.
−Removed: During fiscal year 2021, vaccines became widely available and are administered in all our pharmacies.
+Added: During fiscal year 2021, vaccines became widely available and are currently administered in all our pharmacies.
As the economy began to recover, we have experienced labor shortages in our stores and distribution center.
2 unchanged sentences
Our sales continue to be above pre-pandemic levels.
−Removed: At the present time, we do not know how long the pandemic will influence our daily operations.
−Removed: National, state and local mandates related to the pandemic continue to evolve and may result in vaccination requirements that could impact our ability to retain associates.
−Removed: Recent OSHA guidelines require that employers with over 100 employees either, by January 2022, have all employees vaccinated or test employees weekly for COVID-19.
−Removed: These guidelines are currently being challenged in the courts.
−Removed: At this time we do not know how or when this dispute will be resolved and what the impact will be on the Company’s operations.
+Added: At the present time, we do not know how long the ongoing impact of the pandemic will influence our daily operations.
Any of the foregoing factors, or other effects of the pandemic that are not currently foreseeable, may materially increase costs, negatively impact sales and adversely affect the Company’s financial condition, results of operations, cash flows and its liquidity position
7 unchanged sentences
The Company’s compliance with these regulations may require additional capital expenditures and could adversely affect the Company’s ability to conduct the Company’s business as planned.
−Removed: The Company is subject to federal, state and local laws and regulations relating to zoning, land use, work place safety, public health, community right-to-know, beer and wine sales, country of origin labeling of food products, pharmaceutical sales and gasoline station operations.
+Added: The Company is subject to federal, state and local laws and regulations relating to zoning, land use, workplace safety, public health, community right-to-know, beer and wine sales, country of origin labeling of food products, pharmaceutical sales and gasoline station operations.
Furthermore, the Company’s business is regulated by a variety of governmental agencies, including, but not limited to, the U.S.
15 unchanged sentences
however, liability coverage is maintained.
−Removed: Energy and utility costs have been volatile in recent years, during which time the Company has expanded its store square footage.
−Removed: The Company attempts to increase its energy efficiency during store construction and remodeling through the use of energy-saving equipment and construction.
+Added: Energy and utility costs have been volatile in recent years.
+Added: The Company attempts to increase its energy efficiency during store construction and remodeling using energy-saving equipment and construction.
The Company is subject to risks related to information systems and data security.
1 unchanged sentence
These complex systems are an important part of ongoing operations.
−Removed: If the Company were to experience disruption in these systems, did not maintain existing systems properly, or did not implement new systems appropriately, operations could suffer.
+Added: If the Company were to experience disruption in these systems, did not maintain existing systems properly, or did not
+Added: implement new systems appropriately, operations could suffer.
The Company is currently undergoing a systematic program to enhance its information technology abilities.
6 unchanged sentences
The Company operates fuel stations at 107 of its store locations.
−Removed: While the Company obtains gasoline and diesel fuel from a number of different suppliers, long-term disruption in the availability and wholesale price of gasoline for resale could have a material adverse effect on the Company’s business, financial condition and/or results of operations.
+Added: While the Company obtains gasoline and diesel fuel from several different suppliers, long-term disruption in the availability and wholesale price of gasoline for resale could have a material adverse effect on the Company’s business, financial condition and/or results of operations.
Fluctuating fuel costs could adversely affect the Company’s operating costs which depend on fuel for the Company’s fleet of tractors and trailers which distribute goods from the Company’s distribution facility and for the Company’s fluid dairy operations.
18 unchanged sentences
Inflation or deflation in energy costs affects the Company’s gasoline sales, distribution expenses and plastic supply costs.
−Removed: During fiscal year 2021, inflation has reached its highest level in a number of years, impacting food costs, transportation costs, and labor costs.
+Added: During fiscal year 2022, inflation reached its highest level in a number of years, impacting food costs, transportation costs, and labor costs.
Twelve Months Ended
1 unchanged sentence
September 25,
−Removed: Food and beverages
Risk Related to Ownership of Our Common Stock
1 unchanged sentence
Ingle II, has the ability to elect a majority of the Company’s directors, appoint new members of management and approve many actions requiring stockholder approval.
−Removed: Ingle II’s beneficial ownership (as defined by the applicable rules under the Exchange Act) represents approximately 71% of the combined voting power of all classes of the Company’s capital stock as of September 25, 2021.
+Added: Ingle II’s beneficial ownership represented approximately 71% of the combined voting power of all classes of the Company’s capital stock as of September 24, 2022.
As a result, Mr.
Ingle II has the power to elect a majority of the Company’s directors and approve any action requiring the approval of the holders of the Company’s Class A Common Stock and Class B Common Stock, including adopting certain amendments to the Company’s charter and approving mergers or sales of substantially all of the Company’s assets.
−Removed: The Company is a Controlled Company under the NASDAQ Marketplace Rules.
+Added: Beneficial ownership is calculated in accordance with Rule 13d-3 promulgated under the Exchange Act.
+Added: The Company is a controlled company under NASDAQ Rules.
As a result, the Company is exempt from certain of NASDAQ’s corporate governance policies, including the requirements that the majority of Directors be independent (as defined in NASDAQ Rules), and that the Company have a nominating committee for Director candidates.
1 unchanged sentence
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.