18 unchanged sentences
Based on its assessment of the design and related testing of the Company’s internal control over financial reporting, management has concluded that, as of September 28, 2024, the Company maintained effective internal control over financial reporting based on the criteria set forth in the COSO framework.
−Removed: The Company’s independent auditors, Deloitte & Touche LLP, a registered public accounting firm, are appointed by the Audit Committee of the Company’s Board of Directors.
+Added: The Company’s independent auditors, Deloitte & Touche LLP, a registered public accounting firm, have been appointed by the Audit Committee of the Company’s Board of Directors.
Deloitte & Touche LLP has audited and reported on the consolidated financial statements of the Company and the Company’s internal control over financial reporting.
1 unchanged sentence
Changes in Internal Control Over Financial Reporting
−Removed: There has been no change during the Company’s fiscal year ended September 30, 2023, in the Company’s internal control over financial reporting that was identified in connection with the evaluation required by Exchange Act Rule 13a-15(d) which has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.
−Removed: As noted above, management has concluded that the Company’s disclosure controls and procedures were effective as of September 30, 2023.
+Added: There has been no change during the Company’s fiscal quarter ended September 28, 2024 in the Company’s internal control over financial reporting that was identified in connection with the evaluation required by Exchange Act Rule 13a-15(d) that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.
OTHER INFORMATION
During the three-month period ended September 28, 2024, none of our officers or directors adopted or terminated any contract, instruction or written plan for the purchase or sale of our securities that was intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) under the Exchange Act or any “ non-Rule 10b5-1 trading arrangement”, as defined in Item 408 of Regulation S-K.
−Removed: [In addition, during the three-month period ended September 30, 2023, we did not adopt or terminate any Rule 10b5-1 trading arrangement.]
DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS
1 unchanged sentence
DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
−Removed: The information required by this Item, including the information concerning the Company’s directors and officers, audit committee, and compliance with Section 16 of the Exchange Act, is incorporated herein by reference to the information to be contained in the Company’s definitive Proxy Statement to be used in connection with the solicitation of proxies for the Company's 2024 annual meeting of stockholders.
+Added: The information required by this Item, including the information concerning the Company’s directors and officers, audit committee, and compliance with Section 16 of the Exchange Act, is incorporated herein by reference to the information to be contained in the Company’s definitive Proxy Statement to be used in connection with the solicitation of proxies for the Company's 2025 annual meeting of stockholders.
The definitive Proxy Statement will be filed with the Securities and Exchange Commission (the “Commission”) pursuant to Regulation 14A no later than 120 days after September 28, 2024.
+Added: The Company has adopted an insider trading policy which governs the purchase, sale and/or any other dispositions of the Company’s securities by the Company and its directors, officers and employees and is reasonably designed to promote compliance with insider trading laws, rules and regulations and applicable exchange listing standards.
+Added: A copy of our Securities Trading Policy is filed as Exhibit 19.1 to this Annual Report on Form 10-K.
The Company has adopted a Code of Ethics that applies to its senior financial officers, including without limitation, its Chief Executive Officer, Chief Financial Officer and Controller.
−Removed: The full text of the Code of Ethics is published on the Company’s website at www.ingles-markets.com under the caption “Corporate Information.” In the event that the Company makes any amendments to, or grants any waivers of, a provision of the Code of Ethics applicable to its principal executive officer, principal financial officer or principal accounting officer, the Company intends to disclose such amendment or waiver on its website.
+Added: The full text of the Code of Ethics is published on the Company’s website at www.ingles-markets.com under the caption “Corporate”.
+Added: In the event that the Company makes any amendments to, or grants any waivers of, a provision of the Code of Ethics applicable to its principal executive officer, principal financial officer or principal accounting officer, the Company intends to disclose such amendment or waiver on its website.
Information on the Company’s website, however, does not form a part of this Annual Report on Form 10-K.
22 unchanged sentences
0-14706, filed with the Commission on May 5, 2022 and incorporated herein by this reference).
−Removed: Amended and Restated By-Laws of Ingles Markets, Incorporated (included as Exhibit 99.1 to Ingles Markets, Incorporated’s Current Report on Form 8-K, File No.
−Removed: 0-14706, previously filed with the Commission on August 30, 2007 and incorporated herein by this reference).
+Added: Composite Amended and Restated By-Laws of Ingles Markets, Incorporated.
Articles 4 and 9 of the Articles of Incorporation of Ingles Markets, Incorporated (included as Exhibit 3.1 to Ingles Markets, Incorporated’s Registration Statement on Form S-1, File No.
9 unchanged sentences
0-14706, previously filed with the Commission and incorporated herein by this reference).
−Removed: (Management contract or compensatory plan or arrangement required to be filed as an exhibit to this Annual Report on Form 10-K pursuant to Item 15(b) of Form 10-K.
Second Amendment to the Ingles Markets, Incorporated Investment/Profit Sharing Plan dated November 2, 2011 (included as Exhibit 10.5 to the Ingles Markets, Incorporated Annual Report on Form 10-K for the fiscal year ended September 24, 2011, File No.
0-14706, previously filed with the Commission and incorporated herein by this reference).
−Removed: (Management contract or compensatory plan or arrangement required to be filed as an exhibit to this Annual Report on Form 10-K pursuant to Item 15(b) of Form 10-K.
Ingles Markets, Incorporated Non-qualified Plan dated May 30, 2005 (included as Exhibit 10.5 to Ingles Markets, Incorporated’s Annual Report on Form 10-K for the fiscal year ended September 24, 2005, File No.
0-14706, previously filed with the Commission and incorporated herein by this reference).
−Removed: (Management contract or compensatory plan or arrangement required to be filed as an exhibit to this Annual Report on Form 10-K pursuant to Item 15(b) of Form 10-K.
Ingles Markets, Incorporated Executive Non-qualified Excess Plan amended and restated Effective January 1, 2013, dated November 1, 2012 (included as Exhibit 10.10 to Ingles Markets, Incorporated’s Annual Report on Form 10-K for the fiscal year ended September 29, 2012, File No.
0-14706, previously filed with the Commission and incorporated herein by this reference).
−Removed: (Management contract or compensatory plan or arrangement required to be filed as an exhibit to this Annual Report on Form 10-K pursuant to Item 15(b) of Form 10-K.
Ingles Markets, Incorporated Investment/Profit Sharing Plan (Amended and Restated effective January 1, 2017) (included as Exhibit 10.9 to the Ingles Markets, Incorporated’s Quarterly Report on Form 10-Q for the quarter ended December 30, 2017, File No.
0-14706, previously filed with the Commission and incorporated herein by this reference ).
−Removed: (Management contract or compensatory plan or arrangement required to be filed as an exhibit to this Annual Report on Form 10-K pursuant to Item 15(b) of Form 10-K.
Ingles Markets, Incorporated Investment/Profit Sharing Plan Description (included as Exhibit 10.10 to the Ingles Markets, Incorporated’s Quarterly Report on Form 10-Q for the quarter ended December 30, 2017, File No.
0-14706, previously filed with the Commission and incorporated herein by this reference ).
−Removed: (Management contract or compensatory plan or arrangement required to be filed as an exhibit to this Annual Report on Form 10-K pursuant to Item 15(b) of Form 10-K.
Amendment to Investment/Profit Sharing Plan to Permit In-Plan Roth Transfers (included as Exhibit 10.11 to the Ingles Markets, Incorporated’s Quarterly Report on Form 10-Q for the quarter ended December 30, 2017, File No.
0-14706, previously filed with the Commission and incorporated herein by this reference).
−Removed: (Management contract or compensatory plan or arrangement required to be filed as an exhibit to this Annual Report on Form 10-K pursuant to Item 15(b) of Form 10-K.
Participation Agreement for Milkco, Inc.
1 unchanged sentence
0-14706, previously filed with the Commission and incorporated herein by this reference).
−Removed: (Management contract or compensatory plan or arrangement required to be filed as an exhibit to this Annual Report on Form 10-K pursuant to Item 15(b) of Form 10-K.
Credit Agreement, dated as of June 17, 2021, by and among Ingles Markets, Incorporated, as borrower, Bank of America, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer, and the other agents and lenders party thereto (included as Exhibit 10.1 to the Ingles Markets, Incorporated’s Current Report on Form 8-K, File No.
0-14706, previously filed with the Commission on June 21, 2021 and incorporated herein by this reference).
−Removed: (Management contract or compensatory plan or arrangement required to be filed as an exhibit to this Annual Report on Form 10-K pursuant to Item 15(b) of Form 10-K.
+Added: Ingles Markets, Incorporated Securities Trading Policy.
Subsidiaries of Ingles Markets, Incorporated (included as Exhibit 21.1 to Ingles Markets, Incorporated’s Annual Report on Form 10-K for the fiscal year ended September 29, 2012, File No.
4 unchanged sentences
Certification by Chief Executive Officer Pursuant to Section 906 of Sarbanes-Oxley Act of 2002.
+Added: Ingles Markets, Incorporated Executive Officer Clawback Policy .
The following financial information from the Annual Report on Form 10-K for the fiscal year ended September 28, 2024 formatted as Inline XBRL (Extensible Business Reporting Language) and furnished electronically herewith:
7 unchanged sentences
* Filed herewith.
+Added: ** Furnished herewith.
+Added: † Management contract or compensatory plan arrangement.
FORM 10-K SUMMARY
3 unchanged sentences
Opinion on the Financial Statements
−Removed: We have audited the accompanying consolidated balance sheets of Ingles Markets, Incorporated and subsidiaries (the "Company") as of September 30, 2023 and September 24, 2022, the related consolidated statements of income and other comprehensive income, changes in stockholders’ equity, and cash flows for each of the three fiscal years in the period ended September 30, 2023 and the related notes (collectively referred to as the "financial statements").
+Added: We have audited the accompanying consolidated balance sheets of Ingles Markets, Incorporated and subsidiaries (the "Company") as of September 28, 2024 and September 30, 2023, the related consolidated statements of income and other comprehensive income, changes in stockholders’ equity, and cash flows for each of the three fiscal years in the period ended September 28, 2024 and the related notes (collectively referred to as the "financial statements").
In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of September 28, 2024 and September 30, 2023, and the results of its operations and its cash flows for each of the three fiscal years in the period ended September 30, 2023, in conformity with accounting principles generally accepted in the United States of America.
−Removed: We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of September 30, 2023, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated November 29, 2023, expressed an unqualified opinion on the Company's internal control over financial reporting.
+Added: We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of September 30, 2023, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated December 27, 2024, expressed an unqualified opinion on the Company's internal control over financial reporting.
Basis for Opinion
−Removed: These financial statements are the responsibility of the Company's management.
−Removed: Our responsibility is to express an opinion on the Company's financial statements based on our audits.
+Added: These financial statements are the responsibility of the Company's management.
+Added: Our responsibility is to express an opinion on the Company's financial statements based on our audits.
We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S.
6 unchanged sentences
We believe that our audits provide a reasonable basis for our opinion.
−Removed: Critical Audit Matter
−Removed: The critical audit matter communicated below is a matter arising from the current-period audit of the financial statements that was communicated or required to be communicated to the audit committee and that (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments.
−Removed: The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.
+Added: Critical Audit Matters
+Added: The critical audit matters communicated below are matters arising from the current-period audit of the financial statements that were communicated or required to be communicated to the audit committee and that (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments.
+Added: The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.
Vendor Allowances – Refer to Note 1 to the consolidated financial statements.
10 unchanged sentences
• We tested the operating effectiveness of controls over vendor allowances, including management’s controls over the accrual and recording of vendor allowances as a reduction to the cost of inventory, cost of sales, or advertising expense in accordance with the terms of the vendor agreements.
−Removed: • We selected a sample of transactions and tested for the appropriateness of recorded reductions to inventory, cost of sales or advertising expense.
−Removed: • We selected a sample of vendors and sent confirmations to test the completeness of programs as well as the accuracy of amounts earned and terms of the agreement directly with the vendor.
+Added: • We performed detailed testing on vendor allowance transactions and tested for the appropriateness of recorded reductions to inventory, cost of sales or advertising expense.
+Added: • We performed detailed testing and sent confirmations to vendors to test the completeness of programs as well as the accuracy of amounts earned and terms of the agreement directly with the vendor.
+Added: Inventories – Refer to Note 1 to the consolidated financial statements.
+Added: Critical Audit Matter Description
+Added: On September 27, 2024, Hurricane Helene (“Helene”) severely impacted western North Carolina, including the area where the Company’s headquarters are located.
+Added: The Company recognized an impairment loss related to inventory damaged or destroyed by Helene.
+Added: In calculating the impairment loss, management used the product cost as the cost basis since the inventory is sold by the Company with no additional modifications.
+Added: This loss includes products destroyed or damaged at stores and at the warehouse.
+Added: We identified the recorded inventory impairment loss specific to Helene as a critical audit matter because of the number of locations impacted and to varying degrees.
+Added: This required an increased extent of effort when performing procedures to evaluate the accuracy of the recorded impairment loss.
+Added: How the Critical Audit Matter Was Addressed in the Audit
+Added: Our audit procedures related to whether the inventory impairment loss was recorded accurately included the following, among others:
+Added: • We tested the operating effectiveness of controls over the Company’s process to identify locations impacted by Helene and the related impairment loss.
+Added: • We tested the recorded impairment loss using substantive analytical procedures.
+Added: • We performed detailed testing to evaluate extent of damage to locations, including performing certain physical observations.
/s/ DELOITTE & TOUCHE LLP
Charlotte, North Carolina
−Removed: November 29, 2023
−Removed: We have served as the Company's auditor since 2012.
+Added: December 27, 2024
+Added: We have served as the Company's auditor since 2012.
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
3 unchanged sentences
In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of September 28, 2024, based on criteria established in Internal Control — Integrated Framework (2013) issued by COSO.
−Removed: We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated financial statements as of and for the fiscal year ended September 30, 2023, of the Company and our report dated November 29, 2023, expressed an unqualified opinion on those financial statements.
+Added: We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated financial statements as of and for the fiscal year ended September 28, 2024, of the Company and our report dated December 27, 2024, expressed an unqualified opinion on those financial statements.
Basis for Opinion
16 unchanged sentences
Charlotte, North Carolina
−Removed: November 29, 2023
+Added: December 27, 2024
INGLES MARKETS, INCORPORATED AND SUBSIDIARIES
27 unchanged sentences
1,014,873,593
−Removed: 1,035,916,300
COMMITMENTS AND CONTINGENCIES
3 unchanged sentences
no shares issued or outstanding
−Removed: Common stocks:
+Added: Common stock:
Class A, $ 0.05 par value;
34 unchanged sentences
1,115,380,833
+Added: 1,040,193,885
Gain from sale or disposal of assets
2 unchanged sentences
Interest expense
−Removed: Loss on early extinguishment of debt
Income before income taxes
Income tax expense
−Removed: Other comprehensive income:
+Added: Other comprehensive (loss) income:
Change in fair value of interest rate swap
−Removed: Income tax expense
( 8,584,000 )
+Added: Income tax benefit (expense)
( 5,119,000 )
−Removed: Other comprehensive income, net of tax
−Removed: Comprehensive income
+Added: Other comprehensive (loss) income, net of tax
+Added: ( 6,496,000 )
+Added: Comprehensive (loss) income
Per-share amounts:
12 unchanged sentences
COMPREHENSIVE
+Added: INCOME (LOSS)
Balance, September 25, 2021
6 unchanged sentences
( 2,805,583 )
−Removed: Stock repurchases, at cost
−Removed: ( 1,265,400 )
−Removed: ( 12,311,249 )
−Removed: ( 67,624,069 )
−Removed: ( 79,998,588 )
Common stock conversions
1 unchanged sentence
1,246,238,155
+Added: 1,259,594,425
Other comprehensive income net of tax
8 unchanged sentences
1,458,972,140
−Removed: Other comprehensive income net of tax
+Added: Other comprehensive loss net of tax
+Added: ( 6,496,000 )
+Added: ( 6,496,000 )
Cash dividends
21 unchanged sentences
( 1,358,109 )
−Removed: Loss on early extinguishment of debt
+Added: Inventory and Property loss due to Helene
Receipt of advance payments on purchases contracts
14 unchanged sentences
( 10,743,707 )
−Removed: ( 10,743,707 )
−Removed: ( 3,948,861 )
Operating lease liabilities
9 unchanged sentences
( 110,210,267 )
−Removed: ( 295,000,000 )
Proceeds of short term investments
8 unchanged sentences
Cash Flows From Financing Activities:
−Removed: Proceeds from short-term borrowings
−Removed: Payments on short-term borrowings
−Removed: ( 692,507,850 )
−Removed: Debt issuance costs
−Removed: ( 5,576,832 )
−Removed: Proceeds from issuance of bonds
Repayment of Financing Lease
3 unchanged sentences
( 18,367,504 )
−Removed: Stock repurchases
( 12,268,351 )
1 unchanged sentence
( 12,255,732 )
−Removed: ( 12,630,446 )
Net Cash Used By Financing Activities
13 unchanged sentences
All significant inter-company balances and transactions are eliminated in consolidation.
−Removed: Fiscal Year – The Company’s fiscal year ends on the last Saturday in September.
−Removed: Fiscal year 2023 was 53 weeks.
−Removed: Fiscal years 2022 and 2021 each consisted of 52 weeks.
+Added: Fiscal Year – Fiscal years 2024 and 2022 each consisted of 52 weeks.
+Added: The Company’s fiscal year ends on the last Saturday in September.
+Added: Fiscal year 2023 consisted of 53 weeks.
Segment Information – The Company operates one primary business segment, retail grocery sales (representing the aggregation of individual retail stores).
8 unchanged sentences
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 consolidated audited financial statements.
+Added: In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740):
+Added: Improvements to Income Taxes Disclosures , which requires greater disaggregation of income tax disclosures.
+Added: The new standard requires additional information to be disclosed with respect to the income tax rate reconciliation and income taxes paid disaggregated by jurisdiction.
+Added: This ASU should be applied prospectively for fiscal years beginning after December 15, 2024, with retrospective application permitted.
+Added: The Company is currently evaluating the impact of this guidance on the Company’s consolidated financial statements.
+Added: In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280):
+Added: Improvements to Reportable Segment Disclosures , which requires companies to enhance the disclosures about segment expenses.
+Added: 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.
+Added: This ASU should be applied retrospectively for fiscal years beginning after December 15, 2023, and early adoption is permitted.
+Added: The Company is currently evaluating the impact of this guidance on the Company’s consolidated financial statements.
+Added: In November 2024, the FASB issued ASU 2024-03, Disaggregation of Income Statement Expenses (DISE), which requires disclosures about specific types of expenses included in the expense captions presented on the face of the income statement as well as disclosures about selling expenses.
+Added: The new guidance is effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027.
+Added: The requirements will be applied prospectively with the option for retrospective application.
+Added: The Company is currently evaluating the impact that the adoption of this accounting standard will have on its financial disclosures.
Cash and Cash Equivalents – Outstanding checks in excess of bank balances are included in the line item “Accounts payable – trade” on the Consolidated Balance Sheets.
17 unchanged sentences
The Company reviews its judgments and estimates regularly and makes adjustments where facts and circumstances dictate.
+Added: For the year ended September 28, 2024, the Company recognized an impairment loss of $ 30.4 million related to inventory damaged or destroyed by Hurricane Helene.
+Added: In calculating the impairment loss amount, management used the product cost as the cost basis since the inventory is sold by the Company with no additional modifications.
+Added: This loss includes products destroyed or damaged at stores and at the warehouse.
+Added: Warehouse inventory is covered through the Company’s insurance policy.
+Added: A claim made by the Company under that policy is being processed and the expected proceeds are currently being assessed.
Property, Equipment and Depreciation – Property and equipment are stated at cost and depreciated over the estimated useful lives by the straight-line method.
5 unchanged sentences
Asset Impairments – The Company accounts for the impairment of long-lived assets in accordance with FASB Accounting Standards Codification (“FASB ASC”) Topic 360.
−Removed: Asset groups are primarily comprised of individual store and shopping center properties.
+Added: Asset groups are primarily composed of individual store and shopping center properties.
For assets to be held and used, the Company tests for impairment using undiscounted cash flows and calculates the amount of impairment using discounted cash flows.
4 unchanged sentences
The Company monitors the carrying value of long-lived assets for potential impairment each quarter based on whether any indicators of impairment have occurred.
+Added: For the year ended September 28, 2024, the Company recognized a property and equipment impairment loss of $ 4.5 million pertaining to Hurricane Helene.
Nonqualified Investment Plan – The purpose of the Executive Nonqualified Excess Plan is to provide retirement benefits similar to the Company’s Investment/Profit Sharing Plan to certain of the Company’s management associates who are otherwise subject to limited participation in the 401(k) feature of the Company’s Investment/Profit Sharing Plan.
12 unchanged sentences
The Company’s self-insurance reserves totaled $ 35.9 million and $ 32.9 million for employee group insurance, workers’ compensation insurance and general liability insurance at September 28, 2024 and September 30, 2023, respectively.
−Removed: These amounts include expected recoveries from excess cost insurance or other sources of $ 4.3 million at September 30, 2023 and $ 4.0 million at September 24, 2022, and are recorded as receivables.
+Added: These amounts include expected recoveries from excess cost insurance or other sources of $ 4.1 million at September 28, 2024 and $ 4.3 million at September 30, 2023, and are
+Added: recorded as receivables.
The Company is required in certain cases to pledge certificates of deposit or obtain surety bonds to support its self-insured status.
23 unchanged sentences
Depreciation expense included in costs of goods sold totaled $ 16.4 million, $ 15.2 million and $ 15.0 million for fiscal years 2024, 2023 and 2022, respectively.
+Added: Inventory losses of $ 30.4 million are included in cost of goods sold from Hurricane Helene.
Operating and Administrative Expenses – Operating and administrative expenses include costs incurred for store and administrative labor, occupancy, depreciation (to the extent not included in Cost of Goods Sold), insurance and general administration.
+Added: Asset impairments of $ 4.5 million are included in operating and administrative expenses for fiscal year 2024.
Revenue Recognition – The Company recognizes revenues from grocery segment sales at the point of sale to its customers.
11 unchanged sentences
These allowances generally relate to short term arrangements with vendors, often relating to a period of a month or less, and are negotiated on a purchase-by-purchase or transaction-by-transaction basis.
−Removed: Whenever practical, vendor discounts and allowances that relate to buying and merchandising activities are recorded as a component of item cost in inventory and recognized in merchandise costs when the item is sold.
+Added: Whenever practical, vendor discounts and allowances that
+Added: relate to buying and merchandising activities are recorded as a component of item cost in inventory and recognized in merchandise costs when the item is sold.
Due to system constraints, the use of the retail method for store inventory, and the nature of certain allowances, it is sometimes not practicable to apply allowances to the item cost of inventory.
3 unchanged sentences
Vendor advertising allowances recorded as a reduction of advertising expense totaled $ 8.9 million, $ 8.5 million and $ 7.1 million for the fiscal years ended September 28, 2024, September 30, 2023 and September 24, 2022, respectively.
−Removed: During fiscal years 2022 and 2021, the continuing effects of the COVID-19 pandemic contributed to an increase in the Company’s sales.
+Added: During fiscal year 2022 the continuing effects of the COVID-19 pandemic contributed to an increase in the Company’s sales.
As a result, vendors offered a lower level of incentives for the Company to sell their products.
8 unchanged sentences
Property tax method
+Added: Right of use asset
Total deferred tax liabilities
4 unchanged sentences
Deferred compensation
+Added: Lease liability
Total deferred tax assets
13 unchanged sentences
( 3,565,000 )
−Removed: ( 2,482,000 )
Total deferred (benefit) expense
50 unchanged sentences
The initial term of the leases is generally 20 years.
−Removed: The majority of the leases include one or more renewal options and provide that the Company pay property taxes, utilities, repairs and certain other costs incidental to occupation of the premises.
+Added: The majority of the leases include one or more renewal options and provide that the Company pay property taxes, utilities, repairs and certain other costs incidental to occupation of the leased premises.
Several leases contain clauses calling for percentage rentals based upon gross sales of the supermarket occupying the leased space.
2 unchanged sentences
Operating Leases - Rent expense for all operating leases of $ 9.7 million, $ 10.6 million and $ 10.9 million for fiscal years 2024, 2023 and 2022, respectively, is included in operating and administrative expenses.
−Removed: This amount included short-term (less than one year) leases, common area expenses, and variable lease costs, all of which are insignificant.
+Added: These amounts included short-term (less than one year) leases, common area expenses, and variable lease costs, all of which were insignificant.
Cash paid for lease liabilities in operating activities approximates operating lease cost.
−Removed: Sub-lease rental income of $ 0.3 million for each of fiscal years 2023, 2022 and 2021, is included as a reduction of rental expense.
−Removed: Finance Leases – Finance lease cost of $ 270.7 thousand included amortization expense of $ 231.3 thousand, included in operating and administrative expense, and $ 87.2 thousand of interest expense for fiscal year 2023.
−Removed: No finance lease cost was incurred during fiscal years 2022 and 2021.
+Added: Sub-lease rental income of $ 0.3 million for each of fiscal years 2024, 2023 and 2022, was included as a reduction of rental expense.
+Added: Finance Leases – Fiscal year 2024 finance lease cost of $ 318.5 thousand included amortization expense of $ 275.6 thousand, included in operating and administrative expense, and $ 82.3 thousand of interest expense.
+Added: Finance lease cost of $ 270.7 thousand included amortization expense of $ 231.3 thousand, included in operating and administrative expense, and $ 87.2 thousand of interest expense for fiscal year 2023.
+Added: No finance lease cost was incurred during fiscal year 2022.
Future maturities of lease liabilities as of September 28, 2024 were as follows:
6 unchanged sentences
The weighted average remaining lease term for the Company’s operating leases is 14.9 years.
−Removed: New financing leases entered into during fiscal year 2023 increased the line item “Property and equipment” by $ 3.9 million and “Current portion of financing lease liabilities” by $ 0.6 million and “Noncurrent financing lease liabilities” by $ 3.1 million.
+Added: No new financing leases were entered into during fiscal year 2024.
The weighted average discount rate used to determine operating lease liability balances as of September 28, 2024 was 3.9 %, and was 6.0 % for finance lease liability balances.
25 unchanged sentences
Long-Term Debt
−Removed: Long-term debt and short-term loans are as follows:
+Added: Long-term debt and short-term loans were as follows:
+Added: September 28,
+Added: September 30,
Bonds payable:
14 unchanged sentences
Additionally, the Company may also redeem all or part of the Notes at any time prior to June 15, 2026 at a redemption price equal to 100 % of the principal amount of the Notes to be redeemed plus the Applicable Premium (as defined in the indenture governing the Notes), as of, and accrued and unpaid interest to, the redemption date.
−Removed: Additionally, the Company may redeem up to 40 % of the aggregate principal amount of the Notes prior to June 15, 2024 with the net cash proceeds of certain sales of its capital stock at a redemption price equal to 104.0 % of the principal amount of the Notes, plus accrued and unpaid interest, if any, to the date of redemption;
+Added: The Company may also redeem up to 40 % of the aggregate principal amount of the Notes prior to June 15, 2024 with the net cash proceeds of certain sales of its capital stock at a redemption price equal to 104.0 % of the principal amount of the Notes, plus accrued and unpaid interest, if any, to the date of redemption;
provided, that, after such redemption, at least 60 % of the aggregate principal amount of the Notes originally issued remains outstanding.
5 unchanged sentences
In December 2010, the Company completed the funding of $ 99.7 million of Recovery Zone Facility Bonds (the “Bonds”) for construction of new warehouse and distribution space adjacent to its existing space in Buncombe County, North Carolina (the “Project”).
−Removed: The final maturity date of the Bonds is January 1, 2036 .
+Added: The Project was completed in 2012 and 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, such financial institutions hold the Bonds until December 2029, subject to certain events.
20 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.
−Removed: For the fiscal year ended September 30, 2023, the Company recorded $ 0.8 million of other comprehensive income, net of income taxes, in its Consolidated Statements of Comprehensive Income.
+Added: For the fiscal year ended September 28, 2024, the Company recorded $ 6.5 million of other comprehensive loss, net of income tax benefits, in its Consolidated Statements of Comprehensive Income.
Unrealized gains of $ 8.9 million are recorded as an asset at fair value in the line “Other Assets” on the Consolidated Balance Sheet as of September 28, 2024.
10 unchanged sentences
Interest capitalized
−Removed: ( 1,130,933 )
Interest expense
7 unchanged sentences
There is no public market for the Company’s Class B Common Stock.
−Removed: However, each share of Class B Common Stock is convertible at any time, at the option of the holder, into one share of Class A Common Stock.
+Added: Each share of Class B Common Stock is convertible at any time, at the option of the holder, into one share of Class A Common Stock.
Upon any transfers of Class B Common Stock (other than to immediate family members, other eligible holders, and participants in the Investment/Profit Sharing Plan), such stock is automatically converted into Class A Common Stock.
The holders of the Class A Common Stock and Class B Common Stock are entitled to dividends and other distributions when declared out of assets legally available therefore, subject to the dividend rights of any preferred stock that may be issued in the future.
−Removed: share of Class A Common Stock is entitled to receive a cash dividend and liquidation payment in an amount equal to 110 % of any cash dividend or liquidation payment on Class B Common Stock.
+Added: Each share of Class A Common Stock is entitled to receive a cash dividend and liquidation payment in an amount equal to 110 % of any cash dividend or liquidation payment on Class B Common Stock.
Any stock dividend must be paid in shares of Class A Common Stock with respect to Class A Common Stock and in shares of Class B Common Stock with respect to Class B Common Stock.
49 unchanged sentences
“Other” includes the Company’s remaining operations -- fluid dairy and shopping center rentals.
+Added: Income from operations for the primary business segment, retail grocery sales, includes the charges for impairment losses from Hurricane Helene of $ 34.9 million.
Information about the Company’s operations by lines of business (amounts in thousands) is as follows:
5 unchanged sentences
Interest expense
−Removed: Loss on early extinguishment of debt
Income before income taxes
35 unchanged sentences
The inputs into the determination of fair value require significant management judgment or estimation.
−Removed: The carrying amount and fair value of the Company’s debt, interest rate swaps, and non-qualified plan assets at September 30, 2023 is was follows (in thousands):
+Added: The carrying amount and fair value of the Company’s debt, interest rate swaps, and non-qualified plan assets at September 28, 2024 were as follows (in thousands):
Fair Value Measurements
−Removed: Facility Bonds
+Added: Senior Notes due 2031
+Added: Facility Bonds due 2036
Secured notes payable and other
1 unchanged sentence
Non-qualified retirement plan assets
+Added: The carrying amount and fair value of the Company’s debt, interest rate swaps, and non-qualified plan assets at September 30, 2023 were as follows (in thousands):
+Added: Fair Value Measurements
+Added: Senior Notes due 2031
+Added: Facility Bonds due 2036
+Added: Secured notes payable and other
+Added: Interest rate swaps derivative contract assets
+Added: Non-qualified retirement plan assets
The fair values for Level 2 measurements were determined primarily using market yields and taking into consideration the underlying terms of the debt.
8 unchanged sentences
At September 30, 2023 there was an aggregate of $ 330,000 of outstanding loans, and there were no such loans outstanding at September 28, 2024.
−Removed: During the twelve months ended September 30, 2023, a limited liability company having Robert P.
−Removed: Ingle II, the Company’s Chairman of the Board, as one of its principals, purchased a shopping center from an unrelated party at which the Company has a long-term lease in place.
−Removed: The Company’s lease was in place prior to such purchase, and the terms of the lease have not changed since it was originally negotiated.
−Removed: During the twelve months ended September 30, 2023, the Company purchased two properties, which join property owned by the Company, for a combined $ 5.8 million from a limited liability company having Mr.
−Removed: Ingle II as one of its principals.
−Removed: In accordance with the Company’s Related Party Transaction policy, independent fair market value appraisals were obtained to determine the purchase price, and the Company’s Audit Committee reviewed and approved the transaction.
−Removed: During the twelve months ended September 30, 2023, the Company and a limited liability company having Mr.
−Removed: Ingle II, as one of its principals swapped adjoining properties in an even exchange.
−Removed: In accordance with the Company’s Related Party Transaction policy, independent fair market value appraisals were obtained, and the Company’s Audit Committee reviewed and approved the transaction
+Added: In January 2024, the Company and a limited liability company having Mr.
+Added: Ingle II, the Company’s Chairman of the Board, as one of its principals swapped adjoining properties.
+Added: 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.
+Added: The Company received $ 2.3 million in addition to the swapped property based on these values.
+Added: Subsequent Events
+Added: As major flooding and power outages devastated the Southeast region of the United States in late September 2024, many Ingles locations were forced to cease operations, some for an extended period, and some of the inventory at the Company’s warehouse and some of its stores was damaged or destroyed.
+Added: The Company notified the insurance carrier of the loss immediately and submitted an insurance claim for damages and interruption of business at the Company’s distribution center in November 2024.
+Added: The final amount of the claim is currently being assessed and the timing and exact amount of insurance proceeds remain uncertain.
+Added: The Company did not recognize an asset for the insurance recovery receivable in the Consolidated Balance Sheet as of September 28, 2024, because recovery was not yet deemed probable.
+Added: The Company will continue to monitor the claims process and will adjust its impact on financials statements accordingly in future periods.
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
3 unchanged sentences
(principal executive officer)
−Removed: November 29, 2023
+Added: December 27, 2024
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated:
/s/ Robert P.
−Removed: November 29, 2023
+Added: December 27, 2024
Ingle, II, Chairman and Director
−Removed: November 29, 2023
+Added: December 27, 2024
Lanning, President, Chief Executive Officer,
2 unchanged sentences
/s/ Patricia E.
−Removed: November 29, 2023
+Added: December 27, 2024
Jackson, CPA,
2 unchanged sentences
/s/ Catherine L.
−Removed: November 29, 2023
+Added: December 27, 2024
Phillips, CPA, Secretary and Controller
−Removed: November 29, 2023
+Added: December 27, 2024
Lowden, Director
−Removed: November 29, 2023
+Added: December 27, 2024
Ayers, Director
/s/ Laura Sharp
−Removed: November 29, 2023
+Added: December 27, 2024
Laura Sharp, Director
/s/ Brenda S.
−Removed: November 29, 2023
+Added: December 27, 2024
Tudor, Director
/s/ Ernest E.
−Removed: November 29, 2023
+Added: December 27, 2024
Ferguson, Director
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.