What changed in this filing

/stocks — the workspaceLOADING

Item 1. Financial Statements

2024-05-09 compared with 2024-02-08 · 121 added, 48 removed, 342 unchanged (33% of the section changed)

25 unchanged sentences

Noncurrent operating lease liabilities

Noncurrent operating finance liabilities

Noncurrent finance lease liabilities

Other Long-Term Liabilities

8 unchanged sentences

150,000,000 shares authorized;

‎ 14,536,175 shares issued and outstanding December 30, 2023;

‎ 14,536,700 shares issued and outstanding March 30, 2024;

‎ 14,497,075 shares issued and outstanding at September 30, 2023

1 unchanged sentence

‎ 100,000,000 shares authorized;

‎ 4,458,201 shares issued and outstanding December 30, 2023;

‎ 4,457,676 shares issued and outstanding March 30, 2024;

‎ 4,497,301 shares issued and outstanding at September 30, 2023

26 unchanged sentences

Income tax expense

Other comprehensive income (loss):

Change in fair value of interest rate swap

( 2,671,226 )

Income tax (expense) benefit

Other comprehensive income (loss), net of tax

( 2,019,226 )

Comprehensive income

Per share amounts:

Class A Common Stock

Basic earnings per common share

Diluted earnings per common share

Class B Common Stock

Basic earnings per common share

Diluted earnings per common share

Cash dividends per common share

Class A Common Stock

Class B Common Stock

See notes to unaudited condensed consolidated financial statements.

INGLES MARKETS, INCORPORATED AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME (UNAUDITED)

Six Months Ended

2,848,541,531

2,873,918,247

Cost of goods sold

2,177,855,492

2,176,823,396

Operating and administrative expenses

Gain from sale or disposal of assets

Income from operations

Other income, net

Interest expense

Income before income taxes

Income tax expense

Other comprehensive loss:

20 unchanged sentences

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY (UNAUDITED)

THREE MONTHS ENDED DECEMBER 30, 2023 AND DECEMBER 24, 2022

THREE AND SIX MONTHS ENDED MARCH 30, 2024 AND MARCH 25, 2023

Comprehensive

3 unchanged sentences

1,259,594,425

Other comprehensive income, net of income tax

Other comprehensive loss, net of income tax

( 1,150,507 )

7 unchanged sentences

1,324,750,578

Other comprehensive loss, net of income tax

( 2,019,226 )

Cash dividends

( 3,064,960 )

Common stock conversions

Balance, March 25, 2023

1,350,019,660

1,360,206,197

Balance, September 30, 2023

1 unchanged sentence

1,458,972,140

Other comprehensive income, net of income tax

Other comprehensive loss, net of income tax

( 3,829,556 )

7 unchanged sentences

1,495,469,572

Other comprehensive income, net of income tax

Cash dividends

( 3,067,200 )

Common stock conversions

Balance, March 30, 2024

1,513,947,204

1,525,442,469

See notes to unaudited condensed consolidated financial statements.

1 unchanged sentence

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

Three Months Ended

Six Months Ended

Cash Flows from Operating Activities:

3 unchanged sentences

Gain from sale or disposal of assets

( 8,339,044 )

( 1,377,302 )

Receipt of advance payments on purchases contracts

Recognition of advance payments on purchases contracts

( 1,529,141 )

( 1,430,226 )

Deferred income taxes

6 unchanged sentences

( 19,145,618 )

( 3,759,603 )

Operating lease liabilities

32 unchanged sentences

INGLES MARKETS, INCORPORATED AND SUBSIDIARIES

NOTES TO UNAUDITED INTERIM FINANCIAL STATEMENTS

Three Months Ended December 30, 2023 and December 24, 2022

NOTES TO CONDENSED CONSOLIDATED UNAUDITED INTERIM FINANCIAL STATEMENTS

Three Months and Six Months Ended March 30, 2024 and March 25, 2023

BASIS OF PREPARATION

In the opinion of management, the accompanying unaudited interim financial statements contain all adjustments necessary to present fairly the financial position as of December 30, 2023, and the results of operations, changes in stockholders’ equity and cash flows of Ingles Markets, Incorporated, a North Carolina corporation (“Ingles”, the “Company”, “we”, “us”, or “our”), for the three months ended December 30, 2023 and December 24, 2022.

In the opinion of management, the accompanying unaudited interim financial statements contain all adjustments necessary to present fairly the financial position as of March 30, 2024 and the results of operations and changes in stockholders’ equity for the three-month and six-month periods ended March 30, 2024 and March 25, 2023, and cash flows of Ingles Markets, Incorporated, a North Carolina corporation (“Ingles”, the “Company”, “we”, “us”, or “our”), for the six months ended March 30, 2024 and March 25, 2023.

The adjustments made are of a normal recurring nature.

1 unchanged sentence

It is suggested that these unaudited interim financial statements be read in conjunction with the audited financial statements and the notes thereto included in the Annual Report on Form 10-K for the year ended September 30, 2023, filed by the Company under the Securities Exchange Act of 1934, on November 29, 2023.

The results of operations for the three months ended December 30, 2023 are not necessarily indicative of the results to be expected for the full fiscal year.

The results of operations for the three-month and six-month periods ended March 30, 2024 are not necessarily indicative of the results to be expected for the full fiscal year.

NEW ACCOUNTING PRONOUNCEMENTS

21 unchanged sentences

ALLOWANCE FOR DOUBTFUL ACCOUNTS

Receivables are presented net of an allowance for doubtful accounts of $ 143,739 at December 30, 2023 and $ 143,753 at September 30, 2023.

Receivables are presented net of an allowance for doubtful accounts of $ 294,085 at March 30, 2024 and $ 143,753 at September 30, 2023.

The Company’s effective tax rate differs from the federal statutory rate primarily as a result of state income taxes and tax credits.

8 unchanged sentences

Interest payable

Income taxes payable

Self-insurance liabilities are established for general liability claims, workers’ compensation and employee group medical and dental benefits based on claims filed and estimates of claims incurred but not reported.

The Company is currently insured for covered costs in excess of $ 1.0 million per occurrence for workers’ compensation and for general liability and $ 500,000 per covered person for medical care benefits for a policy year.

The Company’s self-insurance reserves totaled $ 34.2 million at December 30, 2023.

The Company’s self-insurance reserves totaled $ 34.6 million at March 30, 2024.

Of this amount, $ 15.1 million was accounted for as a current liability and $ 19.5 million as a long-term liability, which included $ 4.6 million of expected self-insurance recoveries from excess cost insurance or other sources that were recorded as a receivable.

At September 30, 2023, the Company’s self-insurance reserves totaled $ 32.9 million of which $ 14.0 million was accounted for as a current liability and $ 18.9 million as a long-term liability, which included $ 4.3 million of expected self-insurance recoveries from excess cost insurance or other sources that were recorded as a receivable.

Employee insurance expense, including workers’ compensation and medical care benefits, net of employee contributions, totaled $ 13.1 million and $ 10.8 million for the three months ended December 30, 2023 and December 24, 2022, respectively.

Employee insurance expense, including workers’ compensation and medical care benefits, net of employee contributions, totaled $ 9.4 million and $ 8.1 million for the three-month periods ended March 30, 2024 and March 25, 2023, respectively.

For the six-month periods ended March 30, 2024 and March 25, 2023, employee insurance expense, net of employee contributions totaled $ 22.4 million and $ 19.0 million, respectively.

The Company’s fuel operations use underground tanks for the storage of gasoline and diesel fuel.

1 unchanged sentence

The Company followed the FASB ASC 410 model for determining the asset retirement cost and asset retirement obligation.

The amounts recorded were immaterial for each fuel center as well as in the aggregate, at December 30, 2023 and September 30, 2023.

The amounts recorded were immaterial for each fuel center as well as in the aggregate, at March 30, 2024 and September 30, 2023.

LONG-TERM DEBT

5 unchanged sentences

The Line provides the Company with various interest rate options based on the prime rate, the Federal Funds Rate, or SOFR.

The Line allows the Company to issue up to $ 10.0 million of letters of credit, of which none were issued at December 30, 2023.

The Line allows the Company to issue up to $ 10.0 million of letters of credit, of which none were issued at March 30, 2024.

The Company is not required to maintain compensating balances in connection with the Line.

At December 30, 2023, the Company had no borrowings outstanding under the Line.

At March 30, 2024, the Company had no borrowings outstanding under the Line.

In December 2010, the Company completed the funding of $ 99.7 million of bonds (the “ Bonds”) for construction of new warehouse and distribution space adjacent to its existing space in Buncombe County, North Carolina (the “Project”).

1 unchanged sentence

Under a Continuing Covenant and Collateral Agency Agreement (the “Covenant Agreement”) between certain financial institutions and the Company, the financial institutions would hold the Bonds until December 2029, subject to certain events.

Mandatory redemption of the Bonds by the Company in the annual amount of $ 4.5 million began on January 1, 2014 .

The outstanding balance of the Bonds was $ 54.4 million as of December 30, 2023.

redemption of the Bonds by the Company in the annual amount of $ 4.5 million began on January 1, 2014 .

The outstanding balance of the Bonds was $ 49.9 million as of March 30, 2024.

The Company may redeem the Bonds without penalty or premium at any time prior to December 17, 2029 .

15 unchanged sentences

The Company has designated the swaps as cash flow hedges and records the changes in the estimated fair value of the swaps to other comprehensive income each period.

For the three months ended December 30, 2023, the Company recorded $ 3.8 million of other comprehensive loss, net of income taxes, in its Condensed Consolidated Statements of Comprehensive Income.

Unrealized gains of $ 12.4 million were included as an asset at fair value in the line “Other Assets” on the Condensed Consolidated Balance Sheet as of December 30, 2023.

For the three months ended March 30, 2024, the Company recorded $ 1.1 million of other comprehensive income and for the six months ended March 30, 2024, the Company recorded $ 2.7 million of other comprehensive loss, net of income taxes, in its Condensed Consolidated Statements of Comprehensive Income.

Unrealized gains of $ 14.0 million were included as an asset at fair value in the line “Other Assets” on the Condensed Consolidated Balance Sheet as of March 30, 2024.

For the three and six months ended March 25, 2023, the Company recorded $ 2.0 million and $ 3.2 million of other comprehensive loss, respectively, net of income taxes, in its Condensed Consolidated Statements of Comprehensive Income.

Unrealized gains of $ 12.2 million were included as an asset at fair value in the line “Other Assets” on the Condensed Consolidated Balance Sheet as of March 25, 2023.

The Company’s long-term debt agreements generally contain provisions that under certain circumstances would permit lending institutions to terminate or withdraw their respective extensions of credit to the Company.

Included among the triggering factors permitting the termination or withdrawal of the Line to the Company are certain events of default, including both monetary and non-monetary defaults, the initiation of bankruptcy or insolvency proceedings, and the failure of the Company to meet certain financial covenants designated in its respective loan documents.

The Company was in compliance with all financial covenants at December 30, 2023.

The Company was in compliance with all financial covenants at March 30, 2024.

The Company’s long-term debt agreements generally have cross-default provisions which could result in the acceleration of payments due under all long-term debt agreements in the event of default under any one instrument.

At December 30, 2023, property and equipment with an undepreciated cost of approximately $ 254.8 million were pledged as collateral for long-term debt.

At March 30, 2024, property and equipment with an undepreciated cost of approximately $ 252.2 million were pledged as collateral for long-term debt.

Long-term debt and Line agreements contain various restrictive covenants requiring, among other things, minimum levels of net worth and maintenance of certain financial ratios.

At December 30, 2023, the Company had excess net worth totaling $ 484.4 million calculated under covenants in the Bonds, various floating rate loans (the “Loans”), and the Line.

At March 30, 2024, the Company had excess net worth totaling $ 498.5 million calculated under covenants in the Bonds, various floating rate loans, and the Line.

This amount is available to pay dividends;

3 unchanged sentences

The Company paid cash dividends of $ 0.165 for each share of Class A Common Stock and $ 0.15 for each share of Class B Common Stock on October 19, 2023 to stockholders of record on October 12, 2023 .

For additional information regarding the dividend rights of the Class A Common Stock and Class B Common Stock, please see Note 8, “Stockholders’ Equity” to the Consolidated Financial Statements contained in the Company’s Annual Report on Form 10-K filed by the Company under the Securities Exchange Act of 1934, on November 29, 2023.

The Company paid cash dividends of $ 0.165 for each share of Class A Common Stock and $ 0.15 for each share of Class B Common Stock on January 19, 2024 to stockholders of record on January 12, 2024 .

EARNINGS PER COMMON SHARE

2 unchanged sentences

The Class B Common Stock has restrictions on transfer;

however, each share is convertible into one share of Class A Common Stock at any time .

Each share of Class A Common Stock has one vote per share and each share of Class B

Common Stock has ten votes per share .

however, each share is convertible into one share of Class A Common Stock at any time at the election of the holder .

Each share of Class A Common Stock has one vote per share and each share of Class B Common Stock has ten votes per share .

Each share of Class A Common Stock is entitled to receive cash dividends equal to 110 % of any cash dividend paid on Class B Common Stock.

4 unchanged sentences

Three Months Ended

Six Months Ended

March 30, 2024

Allocated net income

Net income allocated, basic

Conversion of Class B to Class A shares

Net income allocated, diluted

Weighted average shares outstanding

Weighted average shares outstanding, basic

Conversion of Class B to Class A shares

Weighted average shares outstanding, diluted

Earnings per share

Three Months Ended

December 30, 2023

December 24, 2022

Six Months Ended

March 25, 2023

Allocated net income

13 unchanged sentences

Step rent provisions, escalation clauses and lease incentives are taken into account in computing minimum lease payments.

Operating Leases – Rent expense for all operating leases totaled $ 2.4 million for the three months ended December 30, 2023.

This amount included short-term (less than one year) leases, common area expenses, and variable lease costs, all of which were insignificant.

Operating Leases – Rent expense for all operating leases totaled $ 2.7 million for the three months ended March 30, 2024 and $ 5.1 million for the six months ended March 30, 2024.

This amount included short-term (less than one year) leases, common area expenses, and variable lease costs, all of which are insignificant.

Cash paid for lease liabilities in operating activities approximates operating lease cost.

Finance Leases – Finance lease cost of $ 210.0 thousand included amortization expense of $ 178.5 thousand, which was included in operating and administrative expense, and $ 54.7 thousand of interest expense for the three months ended December 30, 2023.

Future maturities of lease liabilities as of December 30, 2023 were as follows:

Finance Leases – Finance lease cost of $ 420.0 thousand included amortization expense of $ 357.0 thousand, which was included in operating and administrative expense, and $ 107.0 thousand of interest expense for the six months ended March 30, 2024.

Future maturities of lease liabilities as of March 30, 2024 were as follows:

Operating Leases

4 unchanged sentences

Present value of lease liabilities

There were no lease extensions exercised to increase the line items “Operating lease right of use assets” and “Noncurrent operating lease liabilities” on the Condensed Consolidated Balance Sheets during the three months ended December 30, 2023.

At December 30, 2023, the weighted average remaining lease term for the Company’s operating leases was 13.0 years.

The weighted average discount

rate used to determine the operating lease liability balances as of December 30, 2023 was 5.6 %, and was 6.0 % for finance lease liability balances.

On the Condensed Consolidated Balance Sheets, lease extensions exercised during the six months ended March 30, 2024 increased the line items “Operating lease right of use assets” and “Noncurrent operating lease liabilities” by $ 1.5 million each.

At March 30, 2024, the weighted average remaining lease term for the Company’s operating leases was 12.5 years.

The weighted average discount rate used to determine operating lease liability balances as of March 30, 2024 was 5.6 %, and was 6.0 % for finance lease liability balances.

Leases as Lessor

At December 30, 2023, the Company owned and operated 96 shopping centers in conjunction with its supermarket operations.

At March 30, 2024, the Company owned and operated 96 shopping centers in conjunction with its supermarket operations.

The Company leases to others a portion of its shopping center properties.

3 unchanged sentences

Three Months Ended

December 30, 2023

Six Months Ended

March 30, 2024

Rents earned on owned and subleased properties:

2 unchanged sentences

( 2,037,120 )

( 4,033,370 )

Other shopping center expenses

Future minimum operating lease receipts at December 30, 2023 were as follows:

( 1,203,110 )

( 1,992,714 )

Future minimum operating lease receipts at March 30, 2024 were as follows:

Remainder of 2024

5 unchanged sentences

Three Months Ended

Six Months Ended

Revenues from unaffiliated customers:

22 unchanged sentences

The inputs into the determination of fair value require significant management judgment or estimation.

The carrying amount and fair value of the Company’s debt, interest rate swaps, and non-qualified retirement plan assets at December 30, 2023 were as follows (in thousands):

The carrying amount and fair value of the Company’s debt, interest rate swaps, and non-qualified retirement plan assets at March 30, 2024 were as follows (in thousands):

Senior Notes due 2031

1 unchanged sentence

Secured notes payable and other

Interest rate swaps derivative contract assets

Interest rate swap derivative contracts asset

Non-qualified retirement plan assets

10 unchanged sentences

RELATED PARTY TRANSACTIONS

The Company will from time to time make short-term non-interest bearing loans to the Company’s Investment/Profit Sharing Plan to allow the plan to meet distribution obligations during a time when the plan was prohibited from selling shares of the Company’s Class

A Common Stock.

During the three months ended December 30, 2023, the outstanding loan of $ 330,000 as of September 30, 2023 was repaid to the Company.

During the six months ended March 30, 2024, there were $ 500,000 loans issued and outstanding.

In January 2024, the Company and a limited liability company having Mr.

3 unchanged sentences

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.

What changed 10-Q

Item 1. Financial Statements