INGLES MARKETS INC 10-Q

Item 1. FINANCIAL STATEMENTS INGLES MARKETS, INCORPORATED AND SUBSIDIARIES CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED) June 29, September 30, 2024 2023 ASSETS Current Assets: Cash and cash equivalents $ 354,758,957 $ 328,539,922 Receivables - net 99,609,900 107,570,690 Inventories 483,546,106 493,859,775 Other current assets 24,797,126 22,585,958 Total Current Assets 962,712,089 952,556,345 Property and Equipment - Net 1,497,177,121 1,431,872,289 Operating lease right of use assets 34,523,548 39,602,202 Other Assets 51,308,801 49,814,897 Total Assets $ 2,545,721,559 $ 2,473,845,733 LIABILITIES AND STOCKHOLDERS’ EQUITY Current Liabilities: Current portion of long-term debt $ 17,520,876 $ 17,526,289 Current portion of operating lease liabilities 6,003,161 7,594,971 Current portion of finance lease liabilities 664,738 635,559 Accounts payable - trade 208,430,681 204,040,546 Accrued expenses and current portion of other long-term liabilities 89,759,055 100,735,784 Total Current Liabilities 322,378,511 330,533,149 Deferred Income Taxes 65,187,000 67,187,000 Long-Term Debt 518,349,281 532,631,960 Noncurrent operating lease liabilities 30,551,086 34,016,670 Noncurrent finance lease liabilities 2,557,674 3,059,938 Other Long-Term Liabilities 52,863,757 47,444,876 Total Liabilities 991,887,309 1,014,873,593 Stockholders’ Equity Preferred stock, $ 0.05 par value per share; 10,000,000 shares authorized; no shares issued — — Common stocks: Class A, $ 0.05 par value per share; 150,000,000 shares authorized; ‎ 14,544,925 shares issued and outstanding June 29, 2024; ‎ 14,497,075 shares issued and outstanding at September 30, 2023 727,246 724,854 Class B, convertible to Class A, $ 0.05 par value per share; ‎ 100,000,000 shares authorized; ‎ 4,449,451 shares issued and outstanding June 29, 2024; ‎ 4,497,301 shares issued and outstanding at September 30, 2023 222,473 224,865 Paid-in capital in excess of par value — — Accumulated other comprehensive income 10,282,936 13,233,631 Retained earnings 1,542,601,595 1,444,788,790 Total Stockholders’ Equity 1,553,834,250 1,458,972,140 Total Liabilities and Stockholders’ Equity $ 2,545,721,559 $ 2,473,845,733 See notes to unaudited condensed consolidated financial statements. ‎ 3 INGLES MARKETS, INCORPORATED AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME (UNAUDITED) Three Months Ended June 29, June 24, 2024 2023 Net sales $ 1,393,539,073 $ 1,433,868,605 Cost of goods sold 1,063,780,771 1,095,767,991 Gross profit 329,758,302 338,100,614 Operating and administrative expenses 286,250,439 270,911,362 Gain from sale or disposal of assets 643,003 116,182 Income from operations 44,150,866 67,305,434 Other income, net 3,553,582 2,114,798 Interest expense 5,358,849 5,441,689 Income before income taxes 42,345,599 63,978,543 Income tax expense 10,624,000 15,719,000 Net income $ 31,721,599 $ 48,259,543 Other comprehensive (loss) income: Change in fair value of interest rate swap $ ( 341,610 ) $ 2,536,797 Income tax benefit (expense) 79,000 ( 619,000 ) Other comprehensive (loss) income, net of tax ( 262,610 ) 1,917,797 Comprehensive income $ 31,458,989 $ 50,177,340 Per share amounts: Class A Common Stock Basic earnings per common share $ 1.71 $ 2.60 Diluted earnings per common share $ 1.67 $ 2.54 Class B Common Stock Basic earnings per common share $ 1.55 $ 2.36 Diluted earnings per common share $ 1.55 $ 2.36 Cash dividends per common share Class A Common Stock $ 0.165 $ 0.165 Class B Common Stock $ 0.150 $ 0.150 See notes to unaudited condensed consolidated financial statements. ‎ 4 INGLES MARKETS, INCORPORATED AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME (UNAUDITED) Nine Months Ended June 29, June 24, 2024 2023 Net sales $ 4,242,080,604 $ 4,307,786,852 Cost of goods sold 3,241,636,263 3,272,591,387 Gross profit 1,000,444,341 1,035,195,465 Operating and administrative expenses 860,839,056 815,980,784 Gain from sale or disposal of assets 8,982,047 1,493,484 Income from operations 148,587,332 220,708,165 Other income, net 10,541,529 5,290,862 Interest expense 16,653,035 16,133,198 Income before income taxes 142,475,826 209,865,829 Income tax expense 35,462,000 51,695,000 Net income $ 107,013,826 $ 158,170,829 Other comprehensive loss: Change in fair value of interest rate swap $ ( 3,898,695 ) $ ( 1,656,936 ) Income tax benefit 948,000 405,000 Other comprehensive loss, net of tax ( 2,950,695 ) ( 1,251,936 ) Comprehensive income $ 104,063,131 $ 156,918,893 Per share amounts: Class A Common Stock Basic earnings per common share $ 5.76 $ 8.51 Diluted earnings per common share $ 5.63 $ 8.33 Class B Common Stock Basic earnings per common share $ 5.23 $ 7.74 Diluted earnings per common share $ 5.23 $ 7.74 Cash dividends per common share Class A Common Stock $ 0.495 $ 0.495 Class B Common Stock $ 0.450 $ 0.450 See notes to unaudited condensed consolidated financial statements. ‎ 5 INGLES MARKETS, INCORPORATED AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY (UNAUDITED) THREE AND NINE MONTHS ENDED JUNE 29, 2024 AND JUNE 24, 2023 Paid-in Accumulated Class A Class B Capital in Other Common Stock Common Stock Excess of Comprehensive Retained Shares Amount Shares Amount Par Value Income (Loss) Earnings Total Balance, September 24, 2022 14,377,575 $ 718,879 4,616,801 $ 230,840 $ — $ 12,406,551 $ 1,246,238,155 $ 1,259,594,425 Net income — — — — — — 69,371,481 69,371,481 Other comprehensive loss, net of income tax — — — — — ( 1,150,507 ) — ( 1,150,507 ) Cash dividends — — — — — — ( 3,064,821 ) ( 3,064,821 ) Common stock conversions 9,125 456 ( 9,125 ) ( 456 ) — — — — Balance, December 24, 2022 14,386,700 $ 719,335 4,607,676 $ 230,384 $ — $ 11,256,044 $ 1,312,544,815 $ 1,324,750,578 Net income — — — — — — 40,539,805 40,539,805 Other comprehensive loss, net of income tax — — — — — ( 2,019,226 ) — ( 2,019,226 ) Cash dividends — — — — — — ( 3,064,960 ) ( 3,064,960 ) Common stock conversions 225 11 ( 225 ) ( 11 ) — — — — Balance, March 25, 2023 14,386,925 $ 719,346 4,607,451 $ 230,373 $ — $ 9,236,818 $ 1,350,019,660 $ 1,360,206,197 Net income — — — — — — 48,259,543 48,259,543 Other comprehensive income, net of income tax — — — — — 1,917,797 — 1,917,797 Cash dividends — — — — — — ( 3,064,961 ) ( 3,064,961 ) Common stock conversions 28,325 1,417 ( 28,325 ) ( 1,417 ) — — — — Balance, June 24, 2023 14,415,250 $ 720,763 4,579,126 $ 228,956 $ — $ 11,154,615 $ 1,395,214,242 $ 1,407,318,576 Balance, September 30, 2023 14,497,075 $ 724,854 4,497,301 $ 224,865 $ — $ 13,233,631 $ 1,444,788,790 $ 1,458,972,140 Net income — — — — — — 43,393,601 43,393,601 Other comprehensive loss, net of income tax — — — — — ( 3,829,556 ) — ( 3,829,556 ) Cash dividends — — — — — — ( 3,066,613 ) ( 3,066,613 ) Common stock conversions 39,100 1,955 ( 39,100 ) ( 1,955 ) — — — — Balance, December 30, 2023 14,536,175 $ 726,809 4,458,201 $ 222,910 $ — $ 9,404,075 $ 1,485,115,778 $ 1,495,469,572 Net income — — — — — — 31,898,626 31,898,626 Other comprehensive income, net of income tax — — — — — 1,141,471 — 1,141,471 Cash dividends — — — — — — ( 3,067,200 ) ( 3,067,200 ) Common stock conversions 525 26 ( 525 ) ( 26 ) — — — — Balance, March 30, 2024 14,536,700 $ 726,835 4,457,676 $ 222,884 $ — $ 10,545,546 $ 1,513,947,204 $ 1,525,442,469 Net income — — — — — — 31,721,599 31,721,599 Other comprehensive loss, net of income tax — — — — — ( 262,610 ) — ( 262,610 ) Cash dividends — — — — — — ( 3,067,208 ) ( 3,067,208 ) Common stock conversions 8,225 411 ( 8,225 ) ( 411 ) — — — — Balance, June 29, 2024 14,544,925 $ 727,246 4,449,451 $ 222,473 $ — $ 10,282,936 $ 1,542,601,595 $ 1,553,834,250 See notes to unaudited condensed consolidated financial statements. ‎ 6 INGLES MARKETS, INCORPORATED AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) Nine Months Ended June 29, June 24, 2024 2023 Cash Flows from Operating Activities: Net income $ 107,013,826 $ 158,170,829 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization expense 87,531,782 86,816,686 Non cash operating lease cost 4,896,220 5,669,772 Gain from sale or disposal of assets ( 8,982,047 ) ( 1,493,484 ) Receipt of advance payments on purchases contracts 1,514,169 2,502,492 Recognition of advance payments on purchases contracts ( 2,200,032 ) ( 2,194,407 ) Deferred income taxes ( 1,052,000 ) ( 3,907,000 ) Changes in operating assets and liabilities: Receivables 7,997,010 ( 3,666,483 ) Inventory 10,313,669 ( 24,012,913 ) Other assets ( 7,620,010 ) ( 21,746,318 ) Operating lease liabilities ( 4,894,593 ) ( 5,665,635 ) Accounts payable and accrued expenses ( 5,261,985 ) ( 13,495,969 ) Net Cash Provided by Operating Activities 189,256,009 176,977,570 Cash Flows from Investing Activities: Proceeds from sales of property and equipment 4,508,796 1,891,315 Capital expenditures ( 143,029,116 ) ( 137,097,148 ) Net Cash Used by Investing Activities ( 138,520,320 ) ( 135,205,833 ) Cash Flows from Financing Activities: Principal payments on long-term borrowings ( 14,842,548 ) ( 19,030,680 ) Repayment of finance lease ( 473,086 ) — Dividends paid ( 9,201,020 ) ( 9,194,742 ) Net Cash Used by Financing Activities ( 24,516,654 ) ( 28,225,422 ) Net Increase in Cash and Cash Equivalents 26,219,035 13,546,315 Cash and cash equivalents at beginning of period 328,539,922 267,198,517 Cash and Cash Equivalents at End of Period $ 354,758,957 $ 280,744,832 See notes to unaudited condensed consolidated financial statements. ‎ 7 INGLES MARKETS, INCORPORATED AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED UNAUDITED INTERIM FINANCIAL STATEMENTS Three Months and Nine Months Ended June 29, 2024 and June 24, 2023 A. 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 June 29, 2024 and the results of operations and changes in stockholders’ equity for the three-month and nine-month periods ended June 29, 2024 and June 24, 2023, and cash flows of Ingles Markets, Incorporated, a North Carolina corporation (“Ingles”, the “Company”, “we”, “us”, or “our”), for the nine months ended June 29, 2024 and June 24, 2023. The adjustments made are of a normal recurring nature. Certain information and footnote disclosures included in the annual financial statements prepared in accordance with accounting principles generally accepted in the United States have been condensed or omitted pursuant to the rules and regulations of the Securities and Exchange Commission for Form 10-Q. 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-month and nine-month periods ended June 29, 2024 are not necessarily indicative of the results to be expected for the full fiscal year. B. NEW ACCOUNTING PRONOUNCEMENTS In March 2020, the FASB issued ASU 2020-04, “ Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting .” The ASU provides optional guidance to ease the potential burden in accounting for reference rate reform on financial reporting in response to the risk of cessation of the London Interbank Offered Rate (“LIBOR”). This amendment provides for optional expedients and exceptions for applying generally accepted accounting principles to contracts and hedging relationships that are affected by LIBOR and other reference rates. The ASU generally allows for hedge accounting to continue if the hedge was highly effective or met other standards prior to reference rate reform. Entities are permitted to apply the amendments to all contracts, cash flow and net investment hedge relationships that existed as of March 12, 2020. The relief provided in this ASU extends through December 31, 2024. The U.S. Dollar LIBOR panel ceased following June 30, 2023, and the Company’s debt agreements and interest rate swaps that utilized LIBOR discontinued the use of LIBOR and adopted the Secured Overnight Financing Rate (“SOFR”), which did not materially impact our condensed consolidated unaudited interim financial statements. In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Taxes Disclosures , which requires greater disaggregation of income tax disclosures. The new standard requires additional information to be disclosed with respect to the income tax rate reconciliation and income taxes paid disaggregated by jurisdiction. This ASU should be applied prospectively for fiscal years beginning after December 15, 2024, with retrospective application permitted. The Company is currently evaluating the impacts of this guidance on the Company’s Consolidated Financial Statements. In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures , which requires companies to enhance the disclosures about segment expenses. The new standard requires the disclosure of the Company’s Chief Operating Decision Maker (“CODM”), expanded incremental line-item disclosures of significant segment expenses used by the CODM for decision-making, and the inclusion of previous annual only segment disclosure requirements on a quarterly basis. This ASU should be applied retrospectively for fiscal years beginning after December 15, 2023, and early adoption is permitted. The Company is currently evaluating the impacts of this guidance on the Company’s Consolidated Financial Statements. C. SHORT TERM INVESTMENTS From time to time, the Company purchases financial products that can be readily converted into cash, and the Company accounts for such financial products as short-term investments. The financial products may include money market funds, bonds and mutual funds. The carrying values of the Company’s short-term investments approximate fair value because of their liquidity. D. ALLOWANCE FOR DOUBTFUL ACCOUNTS Receivables are presented net of an allowance for doubtful accounts of $ 395,137 at June 29, 2024 and $ 143,753 at September 30, 2023. E. INCOME TAXES The Company’s effective tax rate differs from the federal statutory rate primarily as a result of state income taxes and tax credits. 8 The Company has unrecognized tax benefits and could incur interest and penalties related to uncertain tax positions. These amounts are insignificant and are not expected to significantly increase or decrease within the next twelve months. F. ACCRUED EXPENSES AND CURRENT PORTION OF OTHER LONG-TERM LIABILITIES Accrued expenses and current portion of other long-term liabilities consist of the following: June 29, September 30, 2024 2023 Property, payroll and other taxes payable $ 22,754,176 $ 25,203,091 Salaries, wages and bonuses payable 44,339,468 50,836,143 Self-insurance liabilities 15,742,025 13,974,358 Interest payable 1,477,964 5,111,666 Other 5,445,422 5,610,526 $ 89,759,055 $ 100,735,784 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 $ 34.5 million at June 29, 2024. Of this amount, $ 15.7 million was accounted for as a current liability and $ 18.8 million as a long-term liability, which included $ 4.1 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 $ 9.4 million and $ 8.6 million for the three-month periods ended June 29, 2024 and June 24, 2023, respectively. For the nine-month periods ended June 29, 2024 and June 24, 2023, employee insurance expense, net of employee contributions totaled $ 31.9 million and $ 27.5 million, respectively. The Company’s fuel operations use underground tanks for the storage of gasoline and diesel fuel. The Company reviewed FASB Accounting Standards Codification Topic 410 (“FASB ASC 410”) and determined that we have a legal obligation to remove tanks at various times in the future and accordingly determined that we have met the requirements for an asset retirement obligation. 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 June 29, 2024 and September 30, 2023. G. LONG-TERM DEBT The U.S. Dollar LIBOR panel ceased following June 30, 2023, and the Company’s debt agreements and interest rate swaps that utilized LIBOR discontinued the use of LIBOR and adopted SOFR, which did not materially impact our condensed consolidated unaudited interim financial statements. In June 2021, the Company issued at par $ 350.0 million aggregate principal amount of 4.00 % senior notes due 2031 (the “Notes”). The Company may redeem all or a portion of the Notes at any time at the following redemption prices (expressed as percentages of the principal amount) if redeemed during the 12-month period beginning June 15 of the years indicated below: Year 2026 102.000 % 2027 101.333 % 2028 100.667 % 2029 and thereafter 100.000 % The Company has a $ 150.0 million line of credit (the “Line”) that matures in June 2026 . 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 June 29, 2024. The Company is not required to maintain compensating balances in connection with the Line. At June 29, 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”). The final maturity date of the Bonds is January 1, 2036 . Under a Continuing Covenant and Collateral Agency Agreement (the “Covenant Agreement”) between certain financial institutions and the Company, the financial institutions agreed to hold the Bonds until December 2029, subject to certain events. Mandatory 9 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 June 29, 2024. The Company may redeem the Bonds without penalty or premium at any time prior to December 17, 2029 . Interest earned by bondholders on the Bonds is exempt from Federal and North Carolina income taxation. The interest rate on the Bonds is equal to one-month SOFR (adjusted monthly) plus a credit spread, adjusted to reflect the income tax exemption. The Company’s obligation to repay the Bonds is collateralized by the Project. The Covenant Agreement incorporates substantially all financial covenants included in the Line. In September 2017, the Company refinanced approximately $ 60 million of secured borrowing obligations with a SOFR-based amortizing floating rate loan secured by real estate, which matures in October 2027 . The Company has an interest rate swap agreement for a current notional amount of $ 20.0 million at a fixed rate of 3.962 %. Under this agreement, the Company pays monthly the fixed rate of 3.962 % and receives the one-month SOFR plus 1.75 %. The interest rate swap effectively hedges floating rate debt in the same amount as the current notional amount of the interest swap. Both the floating rate debt and the interest rate swap have monthly principal amortization of $ 0.5 million and mature October 1, 2027 . In December 2019, the Company closed a $ 155 million SOFR-based amortizing floating rate loan secured by real estate, which matures in January 2030 . The Company has an interest rate swap agreement for a current notional amount of $ 118.8 million at a fixed rate of 2.998 %. Under this agreement, the Company pays monthly the fixed rate of 2.998 % and receives the one-month SOFR plus 1.60 %. The interest rate swap effectively hedges floating rate debt in the same amount as the current notional amount of the interest swap. Both the floating rate debt and the interest rate swap have monthly principal amortization of $ 0.65 million and mature in fiscal year 2030. The Company recognizes differences between the variable rate interest payments and the fixed interest rate settlements with the swap counterparties as an adjustment to interest expense each period over the life of the swaps. 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 and nine months ended June 29, 2024, the Company recorded $ 0.3 million and $ 3.0 million of other comprehensive loss, respectively, net of income taxes, in its Condensed Consolidated Statements of Comprehensive Income. Unrealized gains of $ 13.6 million were included as an asset at fair value in the line “Other Assets” on the Condensed Consolidated Balance Sheet as of June 29, 2024. For the three and nine months ended June 24, 2023, the Company recorded $ 1.9 million of other comprehensive income and $ 1.3 million of other comprehensive loss, respectively, net of income taxes, in its Condensed Consolidated Statements of Comprehensive Income. Unrealized gains of $ 14.8 million were included as an asset at fair value in the line “Other Assets” on the Condensed Consolidated Balance Sheet as of June 24, 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 loan documents. The Company was in compliance with all financial covenants at June 29, 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 June 29, 2024, property and equipment with an undepreciated cost of approximately $ 250.4 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 June 29, 2024, the Company had excess net worth totaling $ 511.0 million calculated under covenants in the Bonds, various floating rate loans, and the Line. This amount is available to pay dividends; however, certain loan agreements containing provisions outlining minimum tangible net worth requirements restrict the ability of the Company to pay cash dividends in excess of the current annual per share dividends paid on the Company’s Class A Common Stock and Class B Common Stock. Further, the Company is prevented from paying cash dividends at any time that it is in default under the indenture governing the Notes. In addition, the terms of the indenture may restrict the ability of the Company to pay additional cash dividends based on certain financial parameters. H. DIVIDENDS 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 . 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 . 10 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 April 18, 2024 to stockholders of record on April 11, 2024 . 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 July 18, 2024 to stockholders of record on July 11, 2024 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, as well as Note I, “Earnings Per Common Share” below. I. EARNINGS PER COMMON SHARE The Company has two classes of common stock: Class A Common Stock, which is publicly traded, and Class B Common Stock, which has no public market. 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 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. The Company calculates earnings per share using the two-class method in accordance with FASB ASC Topic 260. The two-class method of computing basic earnings per share for each period reflects the cash dividends declared per share for each class of stock, plus allocated undistributed earnings per share computed using the participation percentage which reflects the dividend rights of each class of stock. Diluted earnings per share is calculated assuming the conversion of all shares of Class B Common Stock to shares of Class A Common Stock on a share-for-share basis. The tables below reconcile the numerators and denominators of basic and diluted earnings per share for current and prior periods. Three Months Ended Nine Months Ended June 29, 2024 June 29, 2024 Class A Class B Class A Class B Numerator: Allocated net income Net income allocated, basic $ 24,809,358 $ 6,912,241 $ 83,650,769 $ 23,363,057 Conversion of Class B to Class A shares 6,912,241 — 23,363,057 — Net income allocated, diluted $ 31,721,599 $ 6,912,241 $ 107,013,826 $ 23,363,057 Denominator: Weighted average shares outstanding Weighted average shares outstanding, basic 14,538,845 4,455,531 14,530,996 4,463,380 Conversion of Class B to Class A shares 4,455,531 — 4,463,380 — Weighted average shares outstanding, diluted 18,994,376 4,455,531 18,994,376 4,463,380 Earnings per share Basic $ 1.71 $ 1.55 $ 5.76 $ 5.23 Diluted $ 1.67 $ 1.55 $ 5.63 $ 5.23 Three Months Ended Nine Months Ended June 24, 2023 June 24, 2023 Class A Class B Class A Class B Numerator: Allocated net income Net income allocated, basic $ 37,416,992 $ 10,842,551 $ 122,532,744 $ 35,638,085 Conversion of Class B to Class A shares 10,842,551 — 35,638,085 — Net income allocated, diluted $ 48,259,543 $ 10,842,551 $ 158,170,829 $ 35,638,085 Denominator: Weighted average shares outstanding Weighted average shares outstanding, basic 14,404,387 4,589,989 14,390,853 4,603,523 Conversion of Class B to Class A shares 4,589,989 — 4,603,523 — Weighted average shares outstanding, diluted 18,994,376 4,589,989 18,994,376 4,603,523 Earnings per share Basic $ 2.60 $ 2.36 $ 8.51 $ 7.74 Diluted $ 2.54 $ 2.36 $ 8.33 $ 7.74 11 J. LEASES Leases as Lessee The Company conducts part of its retail operations from leased facilities. The initial terms of the leases are generally 20 years. The majority of the leases include one or more renewal options and require that the Company pay property taxes, utilities, repairs and certain other costs incidental to occupation of the premises. Several leases contain clauses that require rental payments based on a percentage of gross sales of the supermarket occupying the leased space. 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 $ 2.5 million for the three months ended June 29, 2024 and $ 7.6 million for the nine months ended June 29, 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 $ 630.0 thousand included amortization expense of $ 535.5 thousand, which was included in operating and administrative expense, and $ 156.9 thousand of interest expense for the nine months ended June 29, 2024. Future maturities of lease liabilities as of June 29, 2024 were as follows: Fiscal Year Operating Leases Finance Leases Remainder of 2024 $ 1,976,594 $ 210,000 2025 7,820,676 840,000 2026 6,659,345 840,000 2027 5,899,762 840,000 2028 4,357,796 840,000 Thereafter 20,478,331 101,500 Total lease payments $ 47,192,504 $ 3,671,500 Less amount representing interest 10,638,257 449,088 Present value of lease liabilities $ 36,554,247 $ 3,222,412 On the Condensed Consolidated Balance Sheets, purchases of leased properties offset by lease extensions exercised during the nine months ended June 29, 2024 decreased the line items “Operating lease right of use assets” and “Noncurrent operating lease liabilities”. At June 29, 2024, the weighted average remaining lease term for the Company’s operating leases was 13.0 years. The weighted average discount rate used to determine operating lease liability balances as of June 29, 2024 was 5.275 %, and was 6.0 % for finance lease liability balances. Leases as Lessor At June 29, 2024, the Company owned and operated 97 shopping centers in conjunction with its supermarket operations. The Company leases to others a portion of its shopping center properties. The leases are non-cancelable operating lease agreements for terms ranging up to 20 years. Rental income is included in the line item “Net sales” on the Condensed Consolidated Statements of Income. Depreciation on owned properties leased to others and other shopping center expenses are included in the line item “Cost of goods sold” on the Condensed Consolidated Statements of Income. Three Months Ended Nine Months Ended June 29, 2024 June 29, 2024 Rents earned on owned and subleased properties: Base rentals $ 6,751,937 $ 20,454,733 Variable rentals 50,955 152,867 Total 6,802,892 20,607,600 Depreciation on owned properties leased to others ( 2,021,286 ) ( 6,054,656 ) Other shopping center expenses ( 864,435 ) ( 2,857,149 ) Total $ 3,917,171 $ 11,695,795 12 Future minimum operating lease receipts at June 29, 2024 were as follows: Fiscal Year Remainder of 2024 $ 5,144,208 2025 19,328,706 2026 15,603,242 2027 12,225,135 2028 9,308,601 Thereafter 32,303,185 Total minimum future rental income $ 93,913,077 K. SEGMENT INFORMATION The Company operates one primary business segment, retail grocery sales. “Other” includes our remaining operations – fluid dairy and shopping center rentals. Information about the Company’s operations by lines of business (amounts in thousands) is as follows: Three Months Ended Nine Months Ended June 29, June 24, June 29, June 24, 2024 2023 2024 2023 Revenues from unaffiliated customers: Grocery $ 478,099 $ 490,327 $ 1,490,393 $ 1,523,738 Non-foods 303,619 329,149 967,638 965,189 Perishables 362,409 362,174 1,079,528 1,084,565 Fuel 194,695 196,105 542,324 564,128 Total Retail $ 1,338,822 $ 1,377,755 $ 4,079,883 $ 4,137,620 Other 54,717 56,114 162,198 170,167 Total revenues from unaffiliated customers $ 1,393,539 $ 1,433,869 $ 4,242,081 $ 4,307,787 Income from operations: Retail $ 37,556 $ 59,935 $ 129,678 $ 198,636 Other 6,595 7,370 18,909 22,072 Total income from operations $ 44,151 $ 67,305 $ 148,587 $ 220,708 June 29, September 30, 2024 2023 Assets: Retail $ 2,198,985 $ 2,159,883 Other 348,399 317,479 Elimination of intercompany receivable ( 1,662 ) ( 3,516 ) Total assets $ 2,545,722 $ 2,473,846 The “Grocery” category includes grocery, dairy, and frozen foods. The “Non-foods” category includes alcoholic beverages, tobacco, pharmacy, and health/beauty/cosmetic products. The “Perishables” category includes meat, produce, deli and bakery. The fluid dairy operation sales to the grocery sales segment have been eliminated in consolidation and are excluded from the amounts in the table above. L. FAIR VALUES OF FINANCIAL INSTRUMENTS The carrying amounts for cash and cash equivalents, accounts receivable and accounts payable approximate fair value due to the short-term maturity of these instruments. The fair value of the Company’s debt and interest rate swaps are estimated using valuation techniques under the accounting guidance related to fair value measurements based on observable and unobservable inputs. Observable inputs reflect readily available data from independent sources, while unobservable inputs reflect the Company’s market assumptions. These inputs are classified into the following hierarchy: Level 1 Inputs – Quoted prices for identical assets or liabilities in active markets. Level 2 Inputs – Quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets or liabilities in markets that are not active; and model-derived valuations whose inputs are observable or whose significant value drivers are observable. 13 Level 3 Inputs – Pricing inputs are unobservable for the assets or liabilities and include situations where there is little, if any, market activity for the assets or liabilities. 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 June 29, 2024 were as follows (in thousands): Carrying Fair Value Amount Fair Value Measurements Senior Notes due 2031 $ 350,000 $ 304,500 Level 2 Facility Bonds due 2036 49,910 49,910 Level 2 Secured notes payable and other 135,960 135,960 Level 2 Interest rate swap derivative contracts asset 13,616 13,616 Level 2 Non-qualified retirement plan assets 25,351 25,351 Level 2 The carrying amount and fair value of the Company’s debt, interest rate swaps, and non-qualified retirement plan assets at September 30, 2023 were as follows (in thousands): Carrying Fair Value Amount Fair Value Measurements Senior Notes due 2031 $ 350,000 $ 287,875 Level 2 Facility Bonds due 2036 54,440 54,440 Level 2 Secured notes payable and other 145,718 145,718 Level 2 Interest rate swaps derivative contract assets 17,515 17,515 Level 2 Non-qualified retirement plan assets 20,074 20,074 Level 2 The fair values for Level 2 measurements were determined primarily using market yields and taking into consideration the underlying terms of the instrument. M. COMMITMENTS AND CONTINGENCIES Various legal proceedings and claims arising in the ordinary course of business are pending against the Company. In the opinion of management, the ultimate liability, if any, from all pending legal proceedings and claims is not expected to materially affect the Company’s financial position, the results of its operations, or its cash flows. N . 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 nine months ended June 29, 2024, there were $ 500,000 loans issued, all of which were repaid. In January 2024, the Company and a limited liability company having Mr. Robert P. Ingle II, the Company’s Chairman of the Board, as one of its principals swapped adjoining properties. In accordance with the Company’s related party transaction policy, independent fair market value appraisals were obtained, and the transaction was approved by the Audit Committee. The Company received $ 2.3 million in addition to the swapped property based on these values.