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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

FORM 10-Q

 

 (Mark One)

x        QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934  

For the quarterly period ended December 28, 2024

or

 

¨         TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the transition period from                  to                 

 

Commission File Number: 0-14706.

 

 

 

INGLES MARKETS, INCORPORATED

(Exact name of registrant as specified in its charter)

 

 

 

North Carolina

 

56-0846267

(State or other jurisdiction of

incorporation or organization)

 

(I.R.S. Employer

Identification No.)

 

2913 U.S. Hwy. 70 West, Black Mountain, NC

 

28711

(Address of principal executive offices)

 

(Zip Code)

 

(828) 669-2941

(Registrant’s telephone number, including area code)

 

 

 

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

 Trading Symbol(s)

Name of each exchange on which registered

Class A Common Stock, $0.05 par value per share

IMKTA

The NASDAQ Global Select Market

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes x    No ¨

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes x    No ¨

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer

Accelerated filer ¨

Non-accelerated filer ¨

Smaller reporting company ¨

Emerging growth company ¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨ No x

As of February 4, 2025, the registrant had 14,545,750 shares of Class A Common Stock, $0.05 par value per share, outstanding and 4,448,626 shares of Class B Common Stock, $0.05 par value per share, outstanding.

 


1


 

INGLES MARKETS, INCORPORATED

 

INDEX

 

 

  

Page

 

Part I – Financial Information

  

 

    Item 1. Financial Statements (Unaudited)

  

 

Condensed Consolidated Balance Sheets as of December 28, 2024 and September 28, 2024

  

3

Condensed Consolidated Statements of Income and Comprehensive Income for the

  

Three Months Ended December 28, 2024 and December 30, 2023

4

Condensed Consolidated Statements of Changes in Stockholders’ Equity for the Three Months Ended December 28, 2024 and December 30, 2023

  

5

Condensed Consolidated Statements of Cash Flows for the Three Months Ended December 28, 2024 and December 30, 2023

  

6

Notes to Unaudited Interim Financial Statements

  

7

    Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

  

13

    Item 3. Quantitative and Qualitative Disclosures About Market Risk

  

19

Item 4. Controls and Procedures

19

Part II – Other Information

  

    Item 5. Other Information

  

20

    Item 6. Exhibits

  

20

Signatures

  

21


2


Part I. FINANCIAL INFORMATION

Item 1. FINANCIAL STATEMENTS

 

INGLES MARKETS, INCORPORATED AND SUBSIDIARIES

 

CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)

December 28,

September 28,

2024

2024

ASSETS

Current Assets:

Cash and cash equivalents

$

269,509,759

$

353,687,911

Receivables - net

104,710,234

78,266,383

Inventories

490,792,120

462,084,658

Other current assets

25,012,612

31,508,803

Total Current Assets

890,024,725

925,547,755

Property and Equipment - Net

1,526,528,312

1,526,708,462

Operating lease right of use assets

24,789,095

27,247,555

Other Assets

51,929,884

48,378,943

Total Assets

$

2,493,272,016

$

2,527,882,715

LIABILITIES AND STOCKHOLDERS’ EQUITY

Current Liabilities:

Current portion of long-term debt

$

17,520,876

$

17,520,876

Current portion of operating lease liabilities

4,809,453

4,995,837

Current portion of finance lease liabilities

684,931

674,759

Accounts payable - trade

182,758,478

198,329,197

Accrued expenses and current portion of other long-term liabilities

68,760,557

99,101,275

Total Current Liabilities

274,534,295

320,621,944

Deferred Income Taxes

64,056,000

63,767,000

Long-Term Debt

511,852,130

515,101,562

Noncurrent operating lease liabilities

21,341,325

24,276,818

Noncurrent operating finance liabilities

2,210,084

2,385,179

Other Long-Term Liabilities

57,670,346

55,981,122

Total Liabilities

931,664,180

982,133,625

Stockholders’ Equity

Preferred stock, $0.05 par value; 10,000,000 shares authorized; no shares issued

Common stocks:

Class A, $0.05 par value; 150,000,000 shares authorized;
14,545,750 shares issued and outstanding December 28, 2024;
14,544,925 shares issued and outstanding at September 28, 2024

727,288

727,247

Class B, convertible to Class A, $0.05 par value;
100,000,000 shares authorized;
4,448,626 shares issued and outstanding December 28, 2024;
4,449,451 shares issued and outstanding at September 28, 2024

222,431

222,472

Paid-in capital in excess of par value

Accumulated other comprehensive income

9,075,368

6,737,631

Retained earnings

1,551,582,749

1,538,061,740

Total Stockholders’ Equity

1,561,607,836

1,545,749,090

Total Liabilities and Stockholders’ Equity

$

2,493,272,016

$

2,527,882,715

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

December 28,

December 30,

2024

2023

Net sales

$

1,288,114,667

$

1,481,061,830

Cost of goods sold

986,979,951

1,132,260,751

Gross profit

301,134,716

348,801,079

Operating and administrative expenses

280,708,974

289,826,530

Gain from sale or disposal of assets

3,146,202

652,860

Income from operations

23,571,944

59,627,409

Other income, net

3,297,385

3,606,549

Interest expense

5,010,989

5,706,357

Income before income taxes

21,858,340

57,527,601

Income tax expense

5,270,000

14,134,000

Net income

$

16,588,340

$

43,393,601

Other comprehensive income (loss):

Change in fair value of interest rate swap

$

3,089,737

$

(5,067,556)

Income tax (expense) benefit

(752,000)

1,238,000

Other comprehensive income (loss), net of tax

2,337,737

(3,829,556)

Comprehensive income

$

18,926,077

$

39,564,045

Per share amounts:

Class A Common Stock

Basic earnings per common share

$

0.89

$

2.33

Diluted earnings per common share

$

0.87

$

2.28

Class B Common Stock

Basic earnings per common share

$

0.81

$

2.12

Diluted earnings per common share

$

0.81

$

2.12

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 CHANGES IN STOCKHOLDERS’ EQUITY (UNAUDITED)

 

THREE MONTHS ENDED DECEMBER 28, 2024 AND DECEMBER 30, 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

(Loss) Income

  

Earnings

Total

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

Balance, September 28, 2024

14,544,925

  

$

727,247

4,449,451

$

222,472

$

$

6,737,631

$

1,538,061,740

$

1,545,749,090

Net income

16,588,340

16,588,340

Other comprehensive income, net of income tax

2,337,737

2,337,737

Cash dividends

(3,067,331)

(3,067,331)

Common stock conversions

825

41

(825)

(41)

Balance, December 28, 2024

14,545,750

$

727,288

4,448,626

$

222,431

$

$

9,075,368

$

1,551,582,749

$

1,561,607,836

See notes to unaudited condensed consolidated financial statements.


5


INGLES MARKETS, INCORPORATED AND SUBSIDIARIES

 

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)  

  

Three Months Ended

  

December 28,

December 30,

2024

2023

Cash Flows from Operating Activities:

Net income

$

16,588,340

$

43,393,601

Adjustments to reconcile net income to net cash provided by operating activities:

Depreciation and amortization expense

30,938,524

28,774,484

Non cash operating lease cost

1,244,823

1,717,656

Gain from sale or disposal of assets

(3,146,202)

(652,860)

Receipt of advance payments on purchase contracts

740,785

250,000

Recognition of advance payments on purchase contracts

(755,549)

(816,137)

Deferred income taxes

(463,000)

(1,379,000)

Changes in operating assets and liabilities:

Receivables

(26,443,851)

(9,177,044)

Inventory

(28,707,463)

(7,186,938)

Other assets

6,034,986

1,006,283

Operating lease liabilities

(1,908,239)

(1,716,273)

Accounts payable and accrued expenses

(37,770,447)

(38,672,293)

Net Cash (Used) Provided by Operating Activities

(43,647,293)

15,541,479

Cash Flows from Investing Activities:

Purchase of short term investments

Proceeds from sales of property and equipment

3,916,693

812,578

Capital expenditures

(37,776,087)

(63,200,544)

Net Cash Used by Investing Activities

(33,859,394)

(62,387,966)

Cash Flows from Financing Activities:

Principal payments on long-term borrowings

(3,439,212)

(3,437,500)

Repayment of finance lease

(164,922)

(155,342)

Dividends paid

(3,067,331)

(3,066,613)

Net Cash Used by Financing Activities

(6,671,465)

(6,659,455)

Net Decrease in Cash and Cash Equivalents

(84,178,152)

(53,505,942)

Cash and cash equivalents at beginning of period

353,687,911

328,539,922

Cash and Cash Equivalents at End of Period

$

269,509,759

$

275,033,980

See notes to unaudited condensed consolidated financial statements.


6


INGLES MARKETS, INCORPORATED AND SUBSIDIARIES

 

NOTES TO UNAUDITED INTERIM FINANCIAL STATEMENTS

Three Months Ended December 28, 2024 and December 30, 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 December 28, 2024, 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 28, 2024 and December 30, 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 28, 2024, filed by the Company under the Securities Exchange Act of 1934, on December 27, 2024.

 

The results of operations for the three months ended December 28, 2024 are not necessarily indicative of the results to be expected for the full fiscal year.

B. NEW ACCOUNTING PRONOUNCEMENTS

In March 2020, the Financial Accounting Standards Board (“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.

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. The new guidance is effective for annual reporting periods beginning after December 15, 2026 and interim reporting periods beginning after December 15, 2027. The requirements apply prospectively with the option for retrospective application. The Company is currently evaluating the impact that the adoption of this accounting standard will have 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.

7


D. ALLOWANCE FOR DOUBTFUL ACCOUNTS

 

Receivables are presented net of an allowance for doubtful accounts of $483,853 at December 28, 2024 and $474,684 at September 28, 2024.

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.

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:

December 28,

September 28,

2024

2024

Property, payroll and other taxes payable

$

10,846,961

$

22,592,669

Salaries, wages and bonuses payable

33,062,559

48,869,003

Self-insurance liabilities

16,550,966

16,477,444

Interest payable

1,392,767

4,984,248

Other

6,907,304

6,177,911

Total

$

68,760,557

$

99,101,275

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 $36.7 million at December 28, 2024. Of this amount, $16.6 million was accounted for as a current liability and $20.1 million as a long-term liability, which included $4.0 million of expected self-insurance recoveries from excess cost insurance or other sources that was recorded as a receivable. At September 28, 2024, the Company’s self-insurance reserves totaled $35.9 million, of which $16.5 million was accounted for as a current liability and $19.4 million as a long-term liability, which included $4.1 million of expected self-insurance recoveries from excess cost insurance or other sources that was recorded as a receivable.

Employee insurance expense, including workers’ compensation and medical care benefits, net of employee contributions, totaled $11.2 million and $13.1 million for the three months ended December 28, 2024 and December 30, 2023, 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 December 28, 2024 and September 28, 2024.

G. LONG-TERM DEBT

 

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 December 28, 2024. The Company is not required to maintain compensating balances in connection with the Line. At December 28, 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.

8


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 $49.9 million as of December 28, 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 $17.0 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 entered into 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 $115.0 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 months ended December 28, 2024, the Company recorded $2.3 million of other comprehensive income, net of income taxes, in its Condensed Consolidated Statements of Comprehensive Income. Unrealized gains of $12.0 million were included as an asset at fair value in the line “Other Assets” on the Condensed Consolidated Balance Sheet as of December 28, 2024.

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 28, 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 28, 2024, property and equipment with an undepreciated cost of approximately $248.8 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 28, 2024, the Company had excess net worth totaling $511.2 million calculated under covenants in the Bonds, various floating rate loans (the “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.

9


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 17, 2024 to stockholders of record on October 10, 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 January 16, 2025 to stockholders of record on January 9, 2025.

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 December 27, 2024.

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. 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

Three Months Ended

December 28, 2024

December 30, 2023

Class A

Class B

Class A

Class B

Numerator: Allocated net income

Net income allocated, basic

$

12,979,100

$

3,609,240

$

33,889,419

$

9,504,182

Conversion of Class B to Class A shares

3,609,240

9,504,182

Net income allocated, diluted

$

16,588,340

$

3,609,240

$

43,393,601

$

9,504,182

Denominator: Weighted average shares outstanding

Weighted average shares outstanding, basic

14,545,223

4,449,153

14,517,696

4,476,680

Conversion of Class B to Class A shares

4,449,153

4,476,680

Weighted average shares outstanding, diluted

18,994,376

4,449,153

18,994,376

4,476,680

Earnings per share

Basic

$

0.89

$

0.81

$

2.33

$

2.12

Diluted

$

0.87

$

0.81

$

2.28

$

2.12

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 occupying 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 considered in computing minimum lease payments.

Operating Leases – Rent expense for all operating leases totaled $1.7 million for the three months ended December 28, 2024. This amount 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.

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 $45.1 thousand of interest expense for the three months ended December 28, 2024.

10


Future maturities of lease liabilities as of December 28, 2024 were as follows:

Fiscal Year

Operating Leases

Finance Leases

Remainder of 2025

$

4,488,048

$

630,000

2026

5,123,022

840,000

2027

4,557,095

840,000

2028

3,018,504

840,000

2029

2,029,928

101,500

Thereafter

15,641,087

Total lease payments

$

34,857,684

$

3,251,500

Less amount representing interest

8,706,906

356,485

Present value of lease liabilities

$

26,150,778

$

2,895,015

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 28, 2024. At December 28, 2024, the weighted average remaining lease term for the Company’s operating leases was 15.0 years. The weighted average discount rate used to determine the operating lease liability balances as of December 28, 2024 was 4.0%, and was 6.0% for finance lease liability balances.

Leases as Lessor

At December 28, 2024, the Company owned and operated 100 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

December 28, 2024

Rents earned on owned and subleased properties:

Base rentals

$

6,598,742

Variable rentals

78,502

Total

6,677,244

Depreciation on owned properties leased to others

(2,155,209)

Other shopping center expenses

(1,109,066)

Total

$

3,412,969

Future minimum operating lease receipts at December 28, 2024 were as follows:

Fiscal Year

Remainder of 2025

$

15,344,855

2026

16,836,353

2027

13,408,795

2028

10,845,522

2029

7,708,824

Thereafter

26,541,336

Total minimum future rental income

$

90,685,685

11


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

December 28,

December 30,

2024

2023

Revenues from unaffiliated customers:

Grocery

$

477,535

$

521,805

Non-foods

289,443

358,098

Perishables

334,302

367,983

Fuel

143,785

177,887

Total Retail

$

1,245,065

$

1,425,773

Other

43,050

55,289

Total revenues from unaffiliated customers

$

1,288,115

$

1,481,062

Income from operations:

Retail

$

21,189

$

53,390

Other

2,383

6,237

Total income from operations

$

23,572

$

59,627

  

December 28,

September 28,

2024

2024

Assets:

Retail

$

2,162,626

$

2,198,732

Other

332,587

331,150

Elimination of intercompany receivable

(1,941)

(1,999)

Total assets

$

2,493,272

$

2,527,883

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.

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.

12


The carrying amount and fair value of the Company’s debt, interest rate swaps, and non-qualified retirement plan assets at December 28, 2024 were as follows (in thousands):

Carrying

  

Fair Value

Amount

Fair Value

Measurements

Senior Notes due 2031

$

350,000

$

307,125

Level 2

Facility Bonds due 2036

49,910

49,910

Level 2

Secured notes payable and other

129,463

129,463

Level 2

Interest rate swaps derivative contract assets

12,020

12,020

Level 2

Non-qualified retirement plan assets

27,602

27,602

Level 2

The carrying amount and fair value of the Company’s debt, interest rate swaps, and non-qualified retirement plan assets at September 28, 2024 were as follows (in thousands):

Carrying

  

Fair Value

Amount

Fair Value

Measurements

Senior Notes due 2031

$

350,000

  

$

317,625

Level 2

Facility Bonds due 2036

49,910

  

  

49,910

Level 2

Secured notes payable and other

132,712

  

  

132,712

Level 2

Interest rate swaps derivative contract assets

8,931

8,931

Level 2

Non-qualified retirement plan assets

27,126

  

27,126

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.

The Company is currently working with its insurance carriers to reach final determinations with respect to inventory loss claims related to the impact of Hurricane Helene. The final amount of the claim is currently being assessed and the timing and exact amount of insurance proceeds remain uncertain. The Company did not recognize an asset for the insurance recovery receivable in the Consolidated Balance Sheet as of December 28, 2024, because recovery was not yet deemed probable. The Company will continue to monitor the claims process and will adjust its impact on financials statements accordingly in future periods.

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 is prohibited from selling shares of the Company’s Class A Common Stock. During the three months ended December 28, 2024, no such loans were made, repaid or outstanding.

Item 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Overview

 

Ingles, a leading supermarket chain in the Southeast, currently operates 198 supermarkets in North Carolina (75), Georgia (65), South Carolina (35), Tennessee (21), Virginia (1) and Alabama (1). At December 28, 2024, three of the four stores temporarily closed due to damages sustained in Hurricane Helene remained closed, but they are expected to reopen during 2025.

Ingles supermarkets offer customers a wide variety of nationally advertised food products, including grocery, meat and dairy products, produce, frozen foods and other perishables and non-food products. Non-food products include fuel centers, pharmacies, health/beauty/cosmetic products and general merchandise, as well as quality private label items. In addition, the Company focuses on selling products to its customers through the development of certified organic products, bakery departments and prepared foods including delicatessen sections.  

Impact of Hurricane Helene

On September 27, 2024, Hurricane Helene severely impacted western North Carolina, including the area where the Company’s headquarters are located, resulting in catastrophic flooding and destruction, power and communication outages, water outages, major road closures, and loss of life. 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. Additionally, the Company recognized a property and equipment impairment loss of $4.5 million for the year ended September 28, 2024 pertaining to the same storm, for which insurance proceeds of

13


$1.0 million were received during October 2024. These recorded losses did not include future repairs and rebuilds, nor did they account for revenue lost due to store closures or electronic payment disruptions. The Company’s properties, including its distribution center, were impacted; however, the distribution center returned to full operation within two weeks following the storm. Four stores sustained damage that required that they be temporarily closed. As of the date of this Quarterly Report on Form 10-Q, one of the four stores has reopened and the three remaining stores are currently expected to reopen during 2025. In addition, during the quarter ended December 28, 2024, the Company incurred approximately $5.4 million in cleanup and repair costs as a result of Hurricane Helene.

Critical Accounting Policies and Estimates

 

Critical accounting policies are those accounting policies that management believes are important to the presentation of the Company’s financial condition and results of operations, and require management’s most difficult, subjective or complex judgments, often as a result of the need to estimate the effect of matters that are inherently uncertain. Estimates are based on historical experience and other factors believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Management estimates, by their nature, involve judgments regarding future uncertainties, and actual results may therefore differ materially from these estimates.

 

Self-Insurance

 

The Company is self-insured for workers’ compensation, general liability, and group medical and dental benefits. Risks and uncertainties are associated with self-insurance; however, the Company has limited its exposure by maintaining excess liability coverage 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. Self-insurance liabilities are established based on claims filed and estimates of claims incurred but not reported. The estimates are based on data provided by the respective claims administrators which is then applied to appropriate actuarial methods. These estimates can fluctuate if historical trends are not accurately predictive of the future. The majority of the Company’s properties are self-insured for casualty losses and business interruption; however, liability coverage is maintained. At December 28, 2024, the Company’s self-insurance reserves totaled $36.7 million. This amount included $4.0 million of expected self-insurance recoveries from excess cost insurance or other sources that are recorded as a receivable.

 

Asset Impairments

 

The Company accounts for the impairment of long-lived assets in accordance with FASB ASC Topic 360. Asset groups are primarily composed of our 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. For assets held for sale, impairment is recognized based on the excess of remaining book value over expected recovery value. The recovery value is the fair value as determined by independent quotes or expected sales prices developed by internal associates, net of costs to sell. Estimates of future cash flows and expected sales prices are judgments based upon the Company’s experience and knowledge of local operations and cash flows that are projected for several years into the future. These estimates can fluctuate significantly due to changes in real estate market conditions, the economic environment, capital spending decisions and inflation. The Company monitors the carrying value of long-lived assets for potential impairment each quarter based on whether any indicators of impairment have occurred. There were no asset impairments during the three-month period ended December 28, 2024.

Vendor Allowances

 

The Company receives funds for a variety of merchandising activities from the many vendors whose products the Company buys for resale in its stores. These incentives and allowances are primarily composed of volume or purchase based incentives, advertising allowances, slotting fees, and promotional discounts. The purpose of these incentives and allowances is generally to help defray the costs incurred by the Company for stocking, advertising, promoting and selling the applicable vendor’s products. These allowances generally relate to short term arrangements with vendors, often relating to a period of one month or less, and are negotiated on a purchase-by-purchase or transaction-by-transaction basis. 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. Due to the use of the retail method of store inventory and the nature of certain allowances, it is sometimes not practicable to apply allowances to the item cost of inventory. In those instances, the allowances are applied as a reduction of merchandise costs using a rational and systematic methodology, which results in the recognition of these incentives when the inventory related to the vendor consideration received is sold. Vendor allowances applied as a reduction of merchandise costs totaled $35.1 million and $36.8 million for the fiscal quarters ended December 28, 2024 and December 30, 2023, respectively. Vendor advertising allowances that represent a reimbursement of specific identifiable incremental costs of advertising the vendor’s specific products are recorded as a reduction to the related expense in the period in which the related expense is incurred. Vendor advertising allowances recorded as a reduction of advertising expense totaled $1.3 million and $1.9 million for the fiscal quarters ended December 28, 2024 and December 30, 2023, respectively.

14


If vendor advertising allowances were substantially reduced or eliminated, the Company would likely consider other methods of advertising, as well as the volume and frequency of the Company’s product advertising, which could increase or decrease the Company’s expenditures.

Similarly, the Company is not able to assess the impact of vendor advertising allowances on creating additional revenue, as such allowances do not directly generate revenue for the Company’s stores.

Results of Operations

 

Ingles operates on a 52 or 53-week fiscal year ending on the last Saturday in September. The Condensed Consolidated Statements of Income for the three-month periods ended December 28, 2024 and December 30, 2023 both include 13 weeks of operations. Comparable store sales are defined as sales by retail stores in operation for five full fiscal quarters. Sales from replacement stores, major remodels and the addition of fuel stations to existing stores are included in the comparable store sales calculation from the date thereof. A replacement store is a newly opened store that replaces an existing nearby store that has closed. A major remodel entails substantial remodeling of an existing store and includes additional retail square footage. For the three-month period ended December 28, 2024, comparable store sales included 195 stores, which excludes the three stores that remain closed due to the impact of Hurricane Helene. For the three-month period ended December 30, 2023, comparable store sales included 198 stores.

The following table sets forth, for the periods indicated, selected financial information as a percentage of net sales. For information regarding the business’ segments, see Note K “Segment Information” to the Condensed Consolidated Financial Statements. 

Three Months Ended

December 28,

December 30,

2024

2023

Net sales

100.0

%

100.0

%

Gross profit

23.4

%

23.6

%

Operating and administrative expenses

21.8

%

19.6

%

Gain from asset disposals

0.2

%

%

Income from operations

1.8

%

4.0

%

Other income, net

0.3

%

0.3

%

Interest expense

0.4

%

0.4

%

Income tax expense

0.4

%

1.0

%

Net income

1.3

%

2.9

%

Three Months Ended December 28, 2024 Compared to the Three Months Ended December 30, 2023

 

Net income for the first quarter of fiscal 2025 totaled $16.6 million, compared with net income of $43.4 million for the first quarter of fiscal 2024. Total sales, less fuel, decreased by 11.7%.

Net Sales. Net sales decreased by $193.0 million, or 13.0%, to $1.29 billion for the three months ended December 28, 2024 compared with $1.48 billion for the three months ended December 30, 2023. The Company estimates that approximately $55 to $65 million of revenue was lost during the three-week period immediately following the storm due to road and power outages which prevented some stores from opening or maintaining normal store hours, as well as due to electronic payment disruptions as a result of Hurricane Helene. Excluding fuel sales, total grocery comparable store sales decreased 9.4% over the comparative fiscal quarter. Ingles operated 198 stores at both December 28, 2024 and December 30, 2023; however, three stores damaged by Hurricane Helene remained closed at December 28, 2024.

Changes in retail grocery sales for the quarter ended December 28, 2024 as compared to the quarter ended December 30, 2023 are summarized as follows (in thousands):

  

Total retail sales for the three months ended December 30, 2023

$

1,425,773

Comparable store sales decrease (including fuel)

(144,738)

Impact of stores that remain closed

(29,689)

Other

(6,281)

Total retail sales for the three months ended December 28, 2024

$

1,245,065

 

Gross Profit. Gross profit for the three-month period ended December 28, 2024 totaled $301.1 million, a decrease of $47.7 million, or 13.7%, compared with gross profit of $348.8 million for the three-month period ended December 30, 2023. Gross profit as a percentage of sales was 23.4% for the three months ended December 28, 2024 as compared to 23.6% for the three months ended December 30, 2023. Retail segment gross profit, excluding fuel increased 25 basis points for the quarter ended December 28, 2024 as compared with the quarter ended December 30, 2023.

Operating and Administrative Expenses. Operating and administrative expenses decreased by $9.1 million, or 3.1%, to $280.7 million for the three months ended December 28, 2024, as compared to $289.8 million for the three months ended December 30, 2023.

15


Operating expenses were lower as a result of the forced closure of four stores due to the impact of Hurricane Helene, which temporarily reduced number of associates due to their inability to return, or regularly return, to work for several weeks after the storm, and our receipt of $1.0 million of insurance proceeds related to property loss due to Hurricane Helene. The reduction in operating expenses was partially offset by approximately $5.4 million of cleanup and repair costs incurred as a result of Hurricane Helene. As a percentage of sales, operating and administrative expenses were 21.8% and 19.6% for the December 2024 and December 2023 quarters, respectively. Excluding fuel sales and associated fuel operating expenses (primarily payroll), operating expenses were 24.3% of sales for the first fiscal quarter of 2025 compared with 22.0% for the first fiscal quarter of 2024.

 

A breakdown of the major changes in operating and administrative expenses is as follows:

(Decrease)

(Decrease)

Increase

Increase

as a % of

in millions

sales

Salaries and wages

$

(9.7)

(0.75)

%

Repairs and maintenance

$

2.8

0.22

%

Bank charges

$

(1.8)

(0.14)

%

Depreciation and amortization

$

1.6

0.12

%

Professional fees

$

1.5

0.12

%

 

Salaries and wages decreased in dollars due to the impact of Hurricane Helene, including the temporary closure of four stores, of which three currently remain closed, disruption at other stores due to storm-related power losses and difficulties for associates to get to work due to the damages caused by Hurricane Helene.

Repairs and maintenance expense increased due to the cleanup and repairs required by Hurricane Helene.

Bank charges decreased due to decreased activity related to loss of internet connectivity after the storm, which temporarily disrupted the ability to accept credit and debit cards.

Depreciation and amortization increased due to acquired real property and implementation of information technology systems and upgrades.

Professional fees increased in dollars due to professional services required as a result of Hurricane Helene and investments the Company has made in its information technology systems and in technology transformation projects.

Other Income. Other income totaled $3.3 million for the three months ended December 28, 2024 compared with $3.6 million for the three months ended December 30, 2023.

Interest Expense. Interest expense totaled $5.0 million for the three-month period ended December 28, 2024 compared with $5.7 million for the three-month period ended December 30, 2023. Total debt at December 28, 2024 was $529.4 million compared with $546.9 million at December 30, 2023.

Income Taxes. Income tax expense totaled $5.3 million for the three months ended December 28, 2024, reflecting an effective tax rate of 24.1% of pretax income. Income tax expense totaled $14.1 million for the three months ended December 30, 2023, reflecting an effective tax rate of 24.6% of pretax income.

Net Income. Net income totaled $16.6 million for the three-month period ended December 28, 2024 compared with $43.4 million for the three-month period ended December 30, 2023. Basic and diluted earnings per share for Class A Common Stock were $0.89 and $0.87, respectively, for the December 2024 quarter, compared to $2.33 and $2.28, respectively, for the December 2023 quarter. Basic and diluted earnings per share for Class B Common Stock were each $0.81 for the December 2024 quarter compared with $2.12 for the December 2023 quarter.

Liquidity and Capital Resources

 

Capital Expenditures

 

Capital expenditures totaled $37.8 million for the three-month period ended December 28, 2024. The Company’s capital expenditures included the continued construction of a new store opening in 2025, the expansion and remodeling of existing stores, the acquisition of sites, new technology, and upgrades of the Company’s transportation fleet and facilities.

 

The Company’s capital expenditure plans for fiscal 2025 currently include investments of approximately $120 to $160 million. The Company currently plans to dedicate the majority of its fiscal 2025 capital expenditures to continued improvement of its store base, including the re-opening of the stores temporarily closed due to Hurricane Helene, remodeling, and continued investment in one store expected to open in fiscal 2025, as well as technology improvements, upgrading and replacing existing store, warehouse and transportation equipment and improvements to the Company’s milk processing plant.

16


 

Notwithstanding higher anticipated capital expenditures for fiscal 2025, the Company currently expects that its annual capital expenditures will be in the range of approximately $100 to $160 million going forward to maintain a modern store base. Among other things, planned expenditures for any given future fiscal year will be affected by the availability of financing, which can affect both the number of projects pursued at any given time and the cost of those projects. The number of projects may also fluctuate due to the varying costs of the types of projects pursued including new stores and major remodel/expansions. The Company makes decisions on the allocation of capital expenditure dollars based on many factors including the competitive environment, other Company capital initiatives and its financial condition.

 

The Company does not generally enter into commitments for capital expenditures other than on a store-by-store basis at the time it begins construction on a new store or begins a major or minor remodeling project.

 

Liquidity

 

The Company used $43.6 million net cash for operations for the three months ended December 28, 2024 compared with $15.5 million provided by operations for the three months ended December 30, 2023. The decrease was primarily attributable to lower net income and higher working capital needs.

Cash used by investing activities for the three-month periods ended December 28, 2024 and December 30, 2023 totaled $33.9 million and $62.4 million, respectively, primarily related to reduced capital expenditures.

 

Cash used by financing activities totaled $6.7 million for both the three-month periods ended December 28, 2024 and December 30, 2023.

In June 2021, the Company issued $350.0 million aggregate principal amount of senior notes due 2031 (the “Notes”). The Notes bear an interest rate of 4.00% per annum and were issued at par.

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 in letters of credit, of which none were issued at December 28, 2024. The Company is not required to maintain compensating balances in connection with the Line. At December 28, 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 the construction of new warehouse and distribution space in Buncombe County, North Carolina (the “Project”). The final maturity date of the Bonds is January 1, 2036. The Project was completed in 2012.

Under a Continuing Covenant and Collateral Agency Agreement (the “Covenant Agreement”) between certain financial institutions and the Company, the financial institutions have agreed to hold the Bonds until December 17, 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 $49.9 million as of December 28, 2024. The Company may redeem the Bonds without penalty or premium at any time prior to December 17, 2029.

In September 2017, the Company refinanced approximately $60 million secured borrowing obligations with a SOFR-based amortizing floating rate loan secured by real estate maturing in October 2027. The Company has an interest rate swap agreement for a current notional amount of $17.0 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 rate 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 entered into a $155 million SOFR-based amortizing floating rate loan secured by real estate maturing in January 2030. The Company has an interest rate swap agreement for a current notional amount of $115.0 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 fair market value of the interest rate swaps are measured quarterly with adjustments recorded in other comprehensive income.

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

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 are certain events of default, including both monetary and non-monetary defaults,

17


the initiation of bankruptcy or insolvency proceedings, or the failure of the Company to meet certain financial covenants designated in its loan documents. As of December 28, 2024, the Company was in compliance with these covenants.

The Company’s principal sources of liquidity are expected to be cash flow from operations, borrowings under the Line and long-term debt financing. The Company believes, based on its current results of operations and financial condition, that its financial resources, including the Line, short- and long-term financing expected to be available to it and operating cash flow, will be sufficient to meet planned capital expenditures and working capital requirements for the foreseeable future, including any debt service requirements of additional borrowings. However, there is no assurance that any such sources of financing will be available to the Company when needed on acceptable terms, or at all.

 

It is possible that, in the future, the Company’s results of operations and financial condition will be different from that described in this Quarterly Report on Form 10-Q based on a number of factors. These factors may include, among others, increased competition, changing regional and national economic conditions, adverse climatic conditions affecting food production and delivery, natural disasters, changing demographics, and pandemics or other health emergencies, as well as the additional factors discussed below under “Forward Looking Statements” and under the heading “Risk Factors” contained in our most recently filed Annual Report on Form 10-k, as well as under similar headings in our Quarterly Reports on Form 10-Q and our other filings with the Securities and Exchange Commission.

Quarterly Cash Dividends

 

Since December 27, 1993, the Company has paid regular quarterly cash dividends of $0.165 per share on its Class A Common Stock and $0.15 per share on its Class B Common Stock for an annual rate of $0.66 and $0.60 per share, respectively.

 

The Company expects to continue paying regular cash dividends on a quarterly basis. However, the Board of Directors periodically reconsiders the declaration of dividends. The Company pays these dividends at the discretion of the Board of Directors and the continuation of these payments, the amount of such dividends, and the form in which the dividends are paid (cash or stock) depends upon the results of operations, the financial condition of the Company and other factors which the Board of Directors deems relevant. In addition, the Bonds and the Line contain provisions that restrict the ability of the Company to pay cash dividends in excess of two times the current quarterly per share amounts.

 

Seasonality

 

Grocery sales are subject to a slight seasonal variance due to both holiday related sales and sales in areas where seasonal homes are located. Sales are traditionally higher in the Company’s first fiscal quarter due to the inclusion of sales related to Thanksgiving and Christmas. Unless Easter falls within the quarter, the Company’s second fiscal quarter traditionally has the lowest sales of the year predominantly due to lower occupancy of seasonal homes. In the third and fourth quarters, sales are usually positively affected by the return of customers to seasonal homes in our market area.

 

Impact of Inflation

The following table from the United States Bureau of Labor Statistics lists annualized changes in the Consumer Price Index that could have an effect on the Company’s operations. One of the Company’s significant costs is labor, which increases with general inflation. Inflation or deflation in energy costs affects the Company’s fuel sales, distribution expenses and plastic supply costs.

  

Twelve Months Ended

  

December 2024

All items

  

2.9

%

Food at home

  

1.8

%

Energy

  

(0.5)

%

Forward Looking Statements

 

This Quarterly Report on Form 10-Q contains certain forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The words “expect”, “anticipate”, “intend”, “plan”, “likely”, “goal”, “believe”, “seek”, “will”, “may”, “would”, “should” and similar expressions are intended to identify forward-looking statements. While these forward-looking statements and the related assumptions are made in good faith and reflect the Company’s current judgment regarding the direction of the Company’s business, actual results will almost always vary, sometimes materially, from any estimates, predictions, projections, assumptions or other future performance suggested or described by such forward-looking statements. Such statements are based upon a number of assumptions and estimates which are inherently subject to significant risks and uncertainties, many of which are beyond the Company’s control. Some of these assumptions inevitably will not materialize, and unanticipated events will occur which will affect the Company’s results. Some important factors (but not necessarily all factors) that affect the Company’s revenues, financial position, growth strategies, profitability and operating results, or that otherwise could cause actual results to differ materially from those expressed in or implied by any forward-looking statement, include the resurgence of the

18


COVID-19 pandemic or variants of the virus on our business and economic conditions generally in the Company’s operating area; the Company’s ability to successfully implement its expansion and operating strategies and to manage rapid expansion; pricing pressures and other competitive factors; reduction in per gallon retail fuel prices; the maturation of new and expanded stores; the Company’s ability to reduce costs and achieve improvements in operating results; the availability and terms of financing; increases in labor and utility costs; success or failure in the ownership and development of real estate; changes in the laws and government regulations applicable to the Company; disruptions in the efficient distribution of food products; changes in accounting policies, standards, guidelines or principles as may be adopted by regulatory agencies as well as the Financial Accounting Standards Board; and those factors contained under the heading “Risk Factors” in Item 1A of Part I of our most recent Annual Report on Form 10-K for the year ended September 28, 2024, filed by the Company under the Exchange Act, on December 27, 2024.

 

Consequently, actual events affecting the Company and the impact of such events on the Company’s operations may vary significantly from those described in this Quarterly Report on Form 10-Q or contemplated or implied by statements in this Quarterly Report on Form 10-Q. The Company does not undertake and specifically denies any obligation to update any such statements or to publicly announce the results of any revisions to any such statements to reflect future events or developments, except to the extent required by applicable law.

Item 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

 

As disclosed under “Liquidity” in Part I Item 2 of this Quarterly Report on Form 10-Q, the Company is a party to interest rate swap agreements for a current aggregate notional amount of $132.0 million. Otherwise, the Company does not typically utilize financial instruments for trading or other speculative purposes, nor does it typically utilize highly leveraged financial instruments. There have been no other material changes in the market risk factors from those disclosed in the Company’s Annual Report on Form 10-K for the year ended September 28, 2024, filed by the Company with the Securities and Exchange Commission, on December 27, 2024.

Item 4. CONTROLS AND PROCEDURES

(a)Evaluation of Disclosure Controls and Procedures

The Company maintains disclosure controls and procedures designed to provide reasonable assurance of achieving the objective that information in its Exchange Act reports is recorded, processed, summarized and reported within the time periods specified and pursuant to the regulations of the Securities and Exchange Commission (the “SEC”). Disclosure controls and procedures, as defined in Rule 13a-15(e) and 15d-15(e) under the Exchange Act, include controls and procedures designed to ensure the information required to be disclosed by the Company in the reports it files or submits under the Exchange Act is accumulated and communicated to the Company’s management, including its Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. It should be noted that the Company’s system of controls, however well designed and operated, can provide only reasonable, and not absolute, assurance that the objectives of the system are met.

 

As required by SEC Rule 13a-15(b), the Company carried out an evaluation, under the supervision and with participation of its management, including its Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of its disclosure controls and procedures as of December 28, 2024, the end of the period covered by this Quarterly Report on Form 10-Q. In making this evaluation, it considered matters previously identified and disclosed in connection with the filing of its Annual Report on Form 10-K for fiscal 2024. After consideration of the matters discussed above and the changes in internal control over financial reporting discussed below, the Company’s Chief Executive Officer and Chief Financial Officer concluded that the Company’s disclosure controls and procedures were effective as of December 28, 2024.

 

(b) Changes in Internal Control over Financial Reporting

The Company is currently planning and performing tests of internal controls over financial reporting for fiscal year 2025.

No changes in internal control over financial reporting occurred during the Company’s last fiscal quarter that materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

19


Part II. OTHER INFORMATION

Item 5. OTHER INFORMATION

During the three months ended December 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 or Regulation S-K.

Item 6. EXHIBITS

 

(a) Exhibits.

101

*

The following financial information from the Quarterly Report on Form 10-Q for the fiscal quarter ended December 28, 2024, formatted in iXBRL (Inline Extensible Business Reporting Language) and furnished electronically herewith: (i) the Consolidated Statements of Earnings; (ii) the Consolidated Balance Sheets; (iii) the Consolidated Statements of Cash Flows; (iv) the Consolidated Statements of Comprehensive Income; and (v) the Notes to the Consolidated Financial Statements.

104

*

Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

___________________

*Filed herewith.

**Furnished herewith.

20


SIGNATURES

 

Pursuant to the requirements 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.

 

 

 

INGLES MARKETS, INCORPORATED

Date: February 6, 2025

 

/s/ James W. Lanning

 

 

 

James W. Lanning

 

 

Chief Executive Officer and President

(principal executive officer)

Date: February 6, 2025

 

/s/ Patricia E. Jackson

 

 

 

Patricia E. Jackson, CPA

 

 

Vice President-Finance and Chief Financial Officer

(principal financial and accounting officer)

21

Exhibit 31.1

 

CERTIFICATION PURSUANT TO 17 CFR 240.13a-14

PROMULGATED UNDER SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

 

I, James W. Lanning, certify that:

 

1.I have reviewed this quarterly report on Form 10-Q of Ingles Markets, Incorporated;

 

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

 

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

 

4.The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15 (e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a – 15(f) and 15d – 15(f)) for the registrant and have:

 

(a)

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared;

 

(b)

Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;



(c)

Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and



(d)

Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s first fiscal quarter) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

 

5.

The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):  



(a)

All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

 

(b)

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

 

 





Date: February 6,  2025



/s/ James W. Lanning

 

James W. Lanning

Chief Executive Officer and President



 

 


Exhibit 31.2

 

CERTIFICATION PURSUANT TO 17 CFR 240.13a-14

PROMULGATED UNDER SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

 

I, Patricia E.  Jackson, certify that:

 

1.I have reviewed this quarterly report on Form 10-Q of Ingles Markets, Incorporated;

 

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

 

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

 

4.The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15 (e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a – 15(f) and 15d – 15(f)) for the registrant and have:

 

(a)

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

 

(b)

Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;



(c)

Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and



(d)

Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s first fiscal quarter) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

 

5.

The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):  



(a)

All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

 

(b)

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.



6



Date: February 6,  2025



/s/ Patricia E. Jackson

 

Patricia E. Jackson

Vice President - Finance and

Chief Financial Officer



 

 


Exhibit 32.1

 

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

 

In connection with the Quarterly Report of Ingles Markets, Incorporated (the “Company”) on Form 10-Q for the period ended December 28,  2024 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, James W. Lanning, Chief Executive Officer and President of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

 

1)

The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and



2)

The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.





 



/s/ James W. Lanning

 

James W. Lanning

Chief Executive Officer and President

February 6,  2025





The foregoing certification is being furnished as an exhibit of the Report pursuant to Item 601(b)(32) of Regulation S-K and Section 906 of the Sarbanes-Oxley Act of 2002 and, accordingly, is not being filed with the Securities and Exchange Commission as part of the Report and is not to be incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended, or the Securities Act of 1934, as amended (whether made before or after the date of the Report, irrespective of any general incorporation language contained in such filing).

 

 


Exhibit 32.2

 

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

 

In connection with the Quarterly Report of Ingles Markets, Incorporated (the “Company”) on Form 10-Q for the period ended December 28,  2024 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Patricia E.  Jackson, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

 

1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

 

2) The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.

 







/s/ Patricia E. Jackson

 

Patricia E. Jackson

Vice President - Finance and

Chief Financial Officer

February 6,  2025





The foregoing certification is being furnished as an exhibit of the Report pursuant to Item 601(b)(32) of Regulation S-K and Section 906 of the Sarbanes-Oxley Act of 2002 and, accordingly, is not being filed with the Securities and Exchange Commission as part of the Report and is not to be incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended, or the Securities Act of 1934, as amended (whether made before or after the date of the Report, irrespective of any general incorporation language contained in such filing).

 

 


v3.25.0.1
Document and Entity Information - shares
3 Months Ended
Dec. 28, 2024
Feb. 04, 2025
Document Type 10-Q  
Document Quarterly Report true  
Document Period End Date Dec. 28, 2024  
Document Transition Report false  
Entity File Number 0-14706  
Entity Registrant Name INGLES MARKETS, INCORPORATED  
Entity Incorporation, State or Country Code NC  
Entity Tax Identification Number 56-0846267  
Entity Address, Address Line One 2913 U.S. Hwy. 70 West  
Entity Address, City or Town Black Mountain  
Entity Address, State or Province NC  
Entity Address, Postal Zip Code 28711  
City Area Code 828  
Local Phone Number 669-2941  
Title of 12(b) Security Class A Common Stock, $0.05 par value per share  
Trading Symbol IMKTA  
Security Exchange Name NASDAQ  
Entity Current Reporting Status Yes  
Entity Interactive Data Current Yes  
Entity Filer Category Large Accelerated Filer  
Current Fiscal Year End Date --09-27  
Entity Small Business false  
Entity Emerging Growth Company false  
Entity Shell Company false  
Document Fiscal Period Focus Q1  
Document Fiscal Year Focus 2025  
Entity Central Index Key 0000050493  
Amendment Flag false  
Class A Common Stock [Member]    
Entity Common Stock, Shares Outstanding   14,545,750
Class B Common Stock [Member]    
Entity Common Stock, Shares Outstanding   4,448,626
v3.25.0.1
Condensed Consolidated Balance Sheets - USD ($)
Dec. 28, 2024
Sep. 28, 2024
Current Assets:    
Cash and cash equivalents $ 269,509,759 $ 353,687,911
Receivables - net 104,710,234 78,266,383
Inventories 490,792,120 462,084,658
Other current assets 25,012,612 31,508,803
Total Current Assets 890,024,725 925,547,755
Property and Equipment - Net 1,526,528,312 1,526,708,462
Operating lease right of use assets 24,789,095 27,247,555
Other Assets 51,929,884 48,378,943
Total Assets 2,493,272,016 2,527,882,715
Current Liabilities:    
Current portion of long-term debt 17,520,876 17,520,876
Current portion of operating lease liabilities 4,809,453 4,995,837
Current portion of finance lease liabilities 684,931 674,759
Accounts payable - trade 182,758,478 198,329,197
Accrued expenses and current portion of other long-term liabilities 68,760,557 99,101,275
Total Current Liabilities 274,534,295 320,621,944
Deferred Income Taxes 64,056,000 63,767,000
Long-Term Debt 511,852,130 515,101,562
Noncurrent operating lease liabilities 21,341,325 24,276,818
Noncurrent operating finance liabilities 2,210,084 2,385,179
Other Long-Term Liabilities 57,670,346 55,981,122
Total Liabilities 931,664,180 982,133,625
Stockholders’ Equity    
Preferred stock, $0.05 par value; 10,000,000 shares authorized; no shares issued
Paid-in capital in excess of par value
Accumulated other comprehensive income 9,075,368 6,737,631
Retained earnings 1,551,582,749 1,538,061,740
Total Stockholders’ Equity 1,561,607,836 1,545,749,090
Total Liabilities and Stockholders’ Equity 2,493,272,016 2,527,882,715
Class A Common Stock [Member]    
Stockholders’ Equity    
Common stock: 727,288 727,247
Class B Common Stock [Member]    
Stockholders’ Equity    
Common stock: $ 222,431 $ 222,472
v3.25.0.1
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares
Dec. 28, 2024
Sep. 28, 2024
Preferred stock, par value $ 0.05 $ 0.05
Preferred stock, shares authorized 10,000,000 10,000,000
Preferred stock, shares issued 0 0
Class A Common Stock [Member]    
Common stock, par value $ 0.05 $ 0.05
Common stock, shares authorized 150,000,000 150,000,000
Common stock, shares issued 14,545,750 14,544,925
Common stock, shares outstanding 14,545,750 14,544,925
Class B Common Stock [Member]    
Common stock, par value $ 0.05 $ 0.05
Common stock, shares authorized 100,000,000 100,000,000
Common stock, shares issued 4,448,626 4,449,451
Common stock, shares outstanding 4,448,626 4,449,451
v3.25.0.1
Condensed Consolidated Statements of Income and Comprehensive Income - USD ($)
3 Months Ended
Dec. 28, 2024
Dec. 30, 2023
Net sales $ 1,288,114,667 $ 1,481,061,830
Cost of goods sold 986,979,951 1,132,260,751
Gross profit 301,134,716 348,801,079
Operating and administrative expenses 280,708,974 289,826,530
Gain from sale or disposal of assets 3,146,202 652,860
Income from operations 23,571,944 59,627,409
Other income, net 3,297,385 3,606,549
Interest expense 5,010,989 5,706,357
Income before income taxes 21,858,340 57,527,601
Income tax expense 5,270,000 14,134,000
Net income 16,588,340 43,393,601
Other comprehensive income (loss):    
Change in fair value of interest rate swap 3,089,737 (5,067,556)
Income tax (expense) benefit (752,000) 1,238,000
Other comprehensive income (loss), net of tax 2,337,737 (3,829,556)
Comprehensive income $ 18,926,077 $ 39,564,045
Class A Common Stock [Member]    
Per share amounts:    
Basic earnings per common share $ 0.89 $ 2.33
Diluted earnings per common share 0.87 2.28
Cash dividends per common share 0.165 0.165
Class B Common Stock [Member]    
Per share amounts:    
Basic earnings per common share 0.81 2.12
Diluted earnings per common share 0.81 2.12
Cash dividends per common share $ 0.150 $ 0.150
v3.25.0.1
Condensed Consolidated Statements of Changes in Stockholders' Equity - USD ($)
Class A Common Stock [Member]
Common Stock [Member]
Class B Common Stock [Member]
Common Stock [Member]
Accumulated Other Comprehensive (Los) Income Member]
Retained Earnings [Member]
Total
Balance at Sep. 30, 2023 $ 724,854 $ 224,865 $ 13,233,631 $ 1,444,788,790 $ 1,458,972,140
Balance (in shares) at Sep. 30, 2023 14,497,075 4,497,301      
Net income       43,393,601 43,393,601
Other comprehensive income (loss), net of income tax     (3,829,556)   (3,829,556)
Cash dividends       (3,066,613) (3,066,613)
Common stock conversions $ 1,955 $ (1,955)      
Common stock conversions (in shares) 39,100 (39,100)      
Balance at Dec. 30, 2023 $ 726,809 $ 222,910 9,404,075 1,485,115,778 1,495,469,572
Balance (in shares) at Dec. 30, 2023 14,536,175 4,458,201      
Balance at Sep. 28, 2024 $ 727,247 $ 222,472 6,737,631 1,538,061,740 1,545,749,090
Balance (in shares) at Sep. 28, 2024 14,544,925 4,449,451      
Net income       16,588,340 16,588,340
Other comprehensive income (loss), net of income tax     2,337,737   2,337,737
Cash dividends       (3,067,331) (3,067,331)
Common stock conversions $ 41 $ (41)      
Common stock conversions (in shares) 825 (825)      
Balance at Dec. 28, 2024 $ 727,288 $ 222,431 $ 9,075,368 $ 1,551,582,749 $ 1,561,607,836
Balance (in shares) at Dec. 28, 2024 14,545,750 4,448,626      
v3.25.0.1
Condensed Consolidated Statements of Cash Flows - USD ($)
3 Months Ended
Dec. 28, 2024
Dec. 30, 2023
Cash Flows From Operating Activities:    
Net income $ 16,588,340 $ 43,393,601
Adjustments to reconcile net income to net cash provided by operating activities:    
Depreciation and amortization expense 30,938,524 28,774,484
Non cash operating lease cost 1,244,823 1,717,656
Gain from sale or disposal of assets (3,146,202) (652,860)
Receipt of advance payments on purchase contracts 740,785 250,000
Recognition of advance payments on purchase contracts (755,549) (816,137)
Deferred income taxes (463,000) (1,379,000)
Changes in operating assets and liabilities:    
Receivables (26,443,851) (9,177,044)
Inventory (28,707,463) (7,186,938)
Other assets 6,034,986 1,006,283
Operating lease liabilities (1,908,239) (1,716,273)
Accounts payable and accrued expenses (37,770,447) (38,672,293)
Net Cash (Used) Provided by Operating Activities (43,647,293) 15,541,479
Cash Flows from Investing Activities:    
Purchase of short term investments
Proceeds from sales of property and equipment 3,916,693 812,578
Capital expenditures (37,776,087) (63,200,544)
Net Cash Used by Investing Activities (33,859,394) (62,387,966)
Cash Flows from Financing Activities:    
Principal payments on long-term borrowings (3,439,212) (3,437,500)
Repayment of finance lease (164,922) (155,342)
Dividends paid (3,067,331) (3,066,613)
Net Cash Used by Financing Activities (6,671,465) (6,659,455)
Net Decrease in Cash and Cash Equivalents (84,178,152) (53,505,942)
Cash and cash equivalents at beginning of period 353,687,911 328,539,922
Cash and Cash Equivalents at End of Period $ 269,509,759 $ 275,033,980
v3.25.0.1
Basis of Preparation
3 Months Ended
Dec. 28, 2024
Basis of Preparation [Abstract]  
Basis of Preparation 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 December 28, 2024, 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 28, 2024 and December 30, 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 28, 2024, filed by the Company under the Securities Exchange Act of 1934, on December 27, 2024.

 

The results of operations for the three months ended December 28, 2024 are not necessarily indicative of the results to be expected for the full fiscal year.

v3.25.0.1
New Accounting Pronouncements
3 Months Ended
Dec. 28, 2024
New Accounting Pronouncements [Abstract]  
New Accounting Pronouncements B. NEW ACCOUNTING PRONOUNCEMENTS

In March 2020, the Financial Accounting Standards Board (“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.

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. The new guidance is effective for annual reporting periods beginning after December 15, 2026 and interim reporting periods beginning after December 15, 2027. The requirements apply prospectively with the option for retrospective application. The Company is currently evaluating the impact that the adoption of this accounting standard will have on the Company’s Consolidated Financial Statements.

v3.25.0.1
Short Term Investments
3 Months Ended
Dec. 28, 2024
Short Term Investments [Abstract]  
Short Term Investments 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.

v3.25.0.1
Allowance for Doubtful Accounts
3 Months Ended
Dec. 28, 2024
Allowance for Doubtful Accounts [Abstract]  
Allowance for Doubtful Accounts D. ALLOWANCE FOR DOUBTFUL ACCOUNTS

 

Receivables are presented net of an allowance for doubtful accounts of $483,853 at December 28, 2024 and $474,684 at September 28, 2024.

v3.25.0.1
Income Taxes
3 Months Ended
Dec. 28, 2024
Income Taxes [Abstract]  
Income Taxes 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.

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.

v3.25.0.1
Accrued Expenses and Current Portion of Other Long-Term Liabilities
3 Months Ended
Dec. 28, 2024
Accrued Expenses and Current Portion of Other Long-Term Liabilities [Abstract]  
Accrued Expenses and Current Portion of Other Long-Term Liabilities 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:

December 28,

September 28,

2024

2024

Property, payroll and other taxes payable

$

10,846,961

$

22,592,669

Salaries, wages and bonuses payable

33,062,559

48,869,003

Self-insurance liabilities

16,550,966

16,477,444

Interest payable

1,392,767

4,984,248

Other

6,907,304

6,177,911

Total

$

68,760,557

$

99,101,275

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 $36.7 million at December 28, 2024. Of this amount, $16.6 million was accounted for as a current liability and $20.1 million as a long-term liability, which included $4.0 million of expected self-insurance recoveries from excess cost insurance or other sources that was recorded as a receivable. At September 28, 2024, the Company’s self-insurance reserves totaled $35.9 million, of which $16.5 million was accounted for as a current liability and $19.4 million as a long-term liability, which included $4.1 million of expected self-insurance recoveries from excess cost insurance or other sources that was recorded as a receivable.

Employee insurance expense, including workers’ compensation and medical care benefits, net of employee contributions, totaled $11.2 million and $13.1 million for the three months ended December 28, 2024 and December 30, 2023, 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 December 28, 2024 and September 28, 2024.

v3.25.0.1
Long-Term Debt
3 Months Ended
Dec. 28, 2024
Long-Term Debt [Abstract]  
Long-Term Debt G. LONG-TERM DEBT

 

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 December 28, 2024. The Company is not required to maintain compensating balances in connection with the Line. At December 28, 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 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 $49.9 million as of December 28, 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 $17.0 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 entered into 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 $115.0 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 months ended December 28, 2024, the Company recorded $2.3 million of other comprehensive income, net of income taxes, in its Condensed Consolidated Statements of Comprehensive Income. Unrealized gains of $12.0 million were included as an asset at fair value in the line “Other Assets” on the Condensed Consolidated Balance Sheet as of December 28, 2024.

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 28, 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 28, 2024, property and equipment with an undepreciated cost of approximately $248.8 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 28, 2024, the Company had excess net worth totaling $511.2 million calculated under covenants in the Bonds, various floating rate loans (the “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.
v3.25.0.1
Dividends
3 Months Ended
Dec. 28, 2024
Dividends [Abstract]  
Dividends 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 17, 2024 to stockholders of record on October 10, 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 January 16, 2025 to stockholders of record on January 9, 2025.

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 December 27, 2024.

v3.25.0.1
Earnings Per Common Share
3 Months Ended
Dec. 28, 2024
Earnings Per Common Share [Abstract]  
Earnings Per Common Share 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. 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

Three Months Ended

December 28, 2024

December 30, 2023

Class A

Class B

Class A

Class B

Numerator: Allocated net income

Net income allocated, basic

$

12,979,100

$

3,609,240

$

33,889,419

$

9,504,182

Conversion of Class B to Class A shares

3,609,240

9,504,182

Net income allocated, diluted

$

16,588,340

$

3,609,240

$

43,393,601

$

9,504,182

Denominator: Weighted average shares outstanding

Weighted average shares outstanding, basic

14,545,223

4,449,153

14,517,696

4,476,680

Conversion of Class B to Class A shares

4,449,153

4,476,680

Weighted average shares outstanding, diluted

18,994,376

4,449,153

18,994,376

4,476,680

Earnings per share

Basic

$

0.89

$

0.81

$

2.33

$

2.12

Diluted

$

0.87

$

0.81

$

2.28

$

2.12

v3.25.0.1
Leases
3 Months Ended
Dec. 28, 2024
Leases [Abstract]  
Leases 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 occupying 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 considered in computing minimum lease payments.

Operating Leases – Rent expense for all operating leases totaled $1.7 million for the three months ended December 28, 2024. This amount 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.

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 $45.1 thousand of interest expense for the three months ended December 28, 2024.

Future maturities of lease liabilities as of December 28, 2024 were as follows:

Fiscal Year

Operating Leases

Finance Leases

Remainder of 2025

$

4,488,048

$

630,000

2026

5,123,022

840,000

2027

4,557,095

840,000

2028

3,018,504

840,000

2029

2,029,928

101,500

Thereafter

15,641,087

Total lease payments

$

34,857,684

$

3,251,500

Less amount representing interest

8,706,906

356,485

Present value of lease liabilities

$

26,150,778

$

2,895,015

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 28, 2024. At December 28, 2024, the weighted average remaining lease term for the Company’s operating leases was 15.0 years. The weighted average discount rate used to determine the operating lease liability balances as of December 28, 2024 was 4.0%, and was 6.0% for finance lease liability balances.

Leases as Lessor

At December 28, 2024, the Company owned and operated 100 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

December 28, 2024

Rents earned on owned and subleased properties:

Base rentals

$

6,598,742

Variable rentals

78,502

Total

6,677,244

Depreciation on owned properties leased to others

(2,155,209)

Other shopping center expenses

(1,109,066)

Total

$

3,412,969

Future minimum operating lease receipts at December 28, 2024 were as follows:

Fiscal Year

Remainder of 2025

$

15,344,855

2026

16,836,353

2027

13,408,795

2028

10,845,522

2029

7,708,824

Thereafter

26,541,336

Total minimum future rental income

$

90,685,685

v3.25.0.1
Segment Information
3 Months Ended
Dec. 28, 2024
Segment Information [Abstract]  
Segment Information 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

December 28,

December 30,

2024

2023

Revenues from unaffiliated customers:

Grocery

$

477,535

$

521,805

Non-foods

289,443

358,098

Perishables

334,302

367,983

Fuel

143,785

177,887

Total Retail

$

1,245,065

$

1,425,773

Other

43,050

55,289

Total revenues from unaffiliated customers

$

1,288,115

$

1,481,062

Income from operations:

Retail

$

21,189

$

53,390

Other

2,383

6,237

Total income from operations

$

23,572

$

59,627

  

December 28,

September 28,

2024

2024

Assets:

Retail

$

2,162,626

$

2,198,732

Other

332,587

331,150

Elimination of intercompany receivable

(1,941)

(1,999)

Total assets

$

2,493,272

$

2,527,883

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.
v3.25.0.1
Fair Values of Financial Instruments
3 Months Ended
Dec. 28, 2024
Fair Values of Financial Instruments [Abstract]  
Fair Values of Financial Instruments 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.

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 December 28, 2024 were as follows (in thousands):

Carrying

  

Fair Value

Amount

Fair Value

Measurements

Senior Notes due 2031

$

350,000

$

307,125

Level 2

Facility Bonds due 2036

49,910

49,910

Level 2

Secured notes payable and other

129,463

129,463

Level 2

Interest rate swaps derivative contract assets

12,020

12,020

Level 2

Non-qualified retirement plan assets

27,602

27,602

Level 2

The carrying amount and fair value of the Company’s debt, interest rate swaps, and non-qualified retirement plan assets at September 28, 2024 were as follows (in thousands):

Carrying

  

Fair Value

Amount

Fair Value

Measurements

Senior Notes due 2031

$

350,000

  

$

317,625

Level 2

Facility Bonds due 2036

49,910

  

  

49,910

Level 2

Secured notes payable and other

132,712

  

  

132,712

Level 2

Interest rate swaps derivative contract assets

8,931

8,931

Level 2

Non-qualified retirement plan assets

27,126

  

27,126

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.
v3.25.0.1
Commitments and Contingencies
3 Months Ended
Dec. 28, 2024
Commitments and Contingencies [Abstract]  
Commitments and Contingencies 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.

The Company is currently working with its insurance carriers to reach final determinations with respect to inventory loss claims related to the impact of Hurricane Helene. The final amount of the claim is currently being assessed and the timing and exact amount of insurance proceeds remain uncertain. The Company did not recognize an asset for the insurance recovery receivable in the Consolidated Balance Sheet as of December 28, 2024, because recovery was not yet deemed probable. The Company will continue to monitor the claims process and will adjust its impact on financials statements accordingly in future periods.

v3.25.0.1
Related Party Transactions
3 Months Ended
Dec. 28, 2024
Related Party Transactions [Abstract]  
Related Party Transactions 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 is prohibited from selling shares of the Company’s Class A Common Stock. During the three months ended December 28, 2024, no such loans were made, repaid or outstanding.
v3.25.0.1
Accrued Expenses and Current Portion of Other Long-Term Liabilities (Tables)
3 Months Ended
Dec. 28, 2024
Accrued Expenses and Current Portion of Other Long-Term Liabilities [Abstract]  
Accrued Expenses and Current Portion of Other Long-Term Liabilities

December 28,

September 28,

2024

2024

Property, payroll and other taxes payable

$

10,846,961

$

22,592,669

Salaries, wages and bonuses payable

33,062,559

48,869,003

Self-insurance liabilities

16,550,966

16,477,444

Interest payable

1,392,767

4,984,248

Other

6,907,304

6,177,911

Total

$

68,760,557

$

99,101,275

v3.25.0.1
Long-Term Debt (Tables)
3 Months Ended
Dec. 28, 2024
Long-Term Debt [Abstract]  
Schedule of Redemption Prices of Senior Notes

Year

2026

102.000%

2027

101.333%

2028

100.667%

2029 and thereafter

100.000%

v3.25.0.1
Earnings Per Common Share (Tables)
3 Months Ended
Dec. 28, 2024
Earnings Per Common Share [Abstract]  
Reconciliation of Numerators and Denominators of Basic and Diluted Earnings Per Share

Three Months Ended

Three Months Ended

December 28, 2024

December 30, 2023

Class A

Class B

Class A

Class B

Numerator: Allocated net income

Net income allocated, basic

$

12,979,100

$

3,609,240

$

33,889,419

$

9,504,182

Conversion of Class B to Class A shares

3,609,240

9,504,182

Net income allocated, diluted

$

16,588,340

$

3,609,240

$

43,393,601

$

9,504,182

Denominator: Weighted average shares outstanding

Weighted average shares outstanding, basic

14,545,223

4,449,153

14,517,696

4,476,680

Conversion of Class B to Class A shares

4,449,153

4,476,680

Weighted average shares outstanding, diluted

18,994,376

4,449,153

18,994,376

4,476,680

Earnings per share

Basic

$

0.89

$

0.81

$

2.33

$

2.12

Diluted

$

0.87

$

0.81

$

2.28

$

2.12

v3.25.0.1
Leases (Tables)
3 Months Ended
Dec. 28, 2024
Leases [Abstract]  
Future Maturities of Lease Liabilities

Fiscal Year

Operating Leases

Finance Leases

Remainder of 2025

$

4,488,048

$

630,000

2026

5,123,022

840,000

2027

4,557,095

840,000

2028

3,018,504

840,000

2029

2,029,928

101,500

Thereafter

15,641,087

Total lease payments

$

34,857,684

$

3,251,500

Less amount representing interest

8,706,906

356,485

Present value of lease liabilities

$

26,150,778

$

2,895,015

Schedule of Rental Income

Three Months Ended

December 28, 2024

Rents earned on owned and subleased properties:

Base rentals

$

6,598,742

Variable rentals

78,502

Total

6,677,244

Depreciation on owned properties leased to others

(2,155,209)

Other shopping center expenses

(1,109,066)

Total

$

3,412,969

Future Minimum Operating Lease Receipts

Fiscal Year

Remainder of 2025

$

15,344,855

2026

16,836,353

2027

13,408,795

2028

10,845,522

2029

7,708,824

Thereafter

26,541,336

Total minimum future rental income

$

90,685,685

v3.25.0.1
Segment Information (Tables)
3 Months Ended
Dec. 28, 2024
Segment Information [Abstract]  
Operations by Lines of Business

Three Months Ended

December 28,

December 30,

2024

2023

Revenues from unaffiliated customers:

Grocery

$

477,535

$

521,805

Non-foods

289,443

358,098

Perishables

334,302

367,983

Fuel

143,785

177,887

Total Retail

$

1,245,065

$

1,425,773

Other

43,050

55,289

Total revenues from unaffiliated customers

$

1,288,115

$

1,481,062

Income from operations:

Retail

$

21,189

$

53,390

Other

2,383

6,237

Total income from operations

$

23,572

$

59,627

  

December 28,

September 28,

2024

2024

Assets:

Retail

$

2,162,626

$

2,198,732

Other

332,587

331,150

Elimination of intercompany receivable

(1,941)

(1,999)

Total assets

$

2,493,272

$

2,527,883

v3.25.0.1
Fair Values of Financial Instruments (Tables)
3 Months Ended
Dec. 28, 2024
Fair Values of Financial Instruments [Abstract]  
Carrying Amount and Fair Value of Debt, Interest Rate Swap and Non-Qualified Plan Assets The carrying amount and fair value of the Company’s debt, interest rate swaps, and non-qualified retirement plan assets at December 28, 2024 were as follows (in thousands):

Carrying

  

Fair Value

Amount

Fair Value

Measurements

Senior Notes due 2031

$

350,000

$

307,125

Level 2

Facility Bonds due 2036

49,910

49,910

Level 2

Secured notes payable and other

129,463

129,463

Level 2

Interest rate swaps derivative contract assets

12,020

12,020

Level 2

Non-qualified retirement plan assets

27,602

27,602

Level 2

The carrying amount and fair value of the Company’s debt, interest rate swaps, and non-qualified retirement plan assets at September 28, 2024 were as follows (in thousands):

Carrying

  

Fair Value

Amount

Fair Value

Measurements

Senior Notes due 2031

$

350,000

  

$

317,625

Level 2

Facility Bonds due 2036

49,910

  

  

49,910

Level 2

Secured notes payable and other

132,712

  

  

132,712

Level 2

Interest rate swaps derivative contract assets

8,931

8,931

Level 2

Non-qualified retirement plan assets

27,126

  

27,126

Level 2

v3.25.0.1
Allowance for Doubtful Accounts (Narrative) (Details) - USD ($)
Dec. 28, 2024
Sep. 28, 2024
Allowance for Doubtful Accounts [Abstract]    
Allowance for doubtful accounts $ 483,853 $ 474,684
v3.25.0.1
Accrued Expenses and Current Portion of Other Long-Term Liabilities (Narrative) (Details) - USD ($)
$ in Thousands
3 Months Ended
Dec. 28, 2024
Dec. 30, 2023
Sep. 28, 2024
Accrued Expenses and Current Portion of Other Long-Term Liabilities [Abstract]      
Workers' compensation per occurrence covered under insurance cost $ 1,000    
Medical care benefits per person covered under insurance cost 500    
Self insurance liabilities 36,700   $ 35,900
Self insurance liabilities, current 16,600   16,500
Self insurance liabilities, noncurrent 20,100   19,400
Receivable for expected self-insurance recoveries from excess cost insurance 4,000   $ 4,100
Employee insurance expense $ 11,200 $ 13,100  
v3.25.0.1
Accrued Expenses and Current Portion of Other Long-Term Liabilities (Accrued Expenses and Current Portion of Other Long-Term Liabilities) (Details) - USD ($)
Dec. 28, 2024
Sep. 28, 2024
Accrued Expenses and Current Portion of Other Long-Term Liabilities [Abstract]    
Property, payroll and other taxes payable $ 10,846,961 $ 22,592,669
Salaries, wages and bonuses payable 33,062,559 48,869,003
Self-insurance liabilities 16,550,966 16,477,444
Interest payable 1,392,767 4,984,248
Other 6,907,304 6,177,911
Total accrued expenses and current portion of other long-term liabilities $ 68,760,557 $ 99,101,275
v3.25.0.1
Long-Term Debt (Narrative) (Details) - USD ($)
1 Months Ended 3 Months Ended
Dec. 31, 2019
Jun. 30, 2021
Dec. 28, 2024
Sep. 30, 2017
Dec. 31, 2010
Debt Instrument [Line Items]          
Property and equipment with undepreciated cost pledge as collateral for long term debt     $ 248,800,000    
Debt Instrument, Variable Interest Rate, Type [Extensible Enumeration]     us-gaap:SecuredOvernightFinancingRateSofrOvernightIndexSwapRateMember    
Excess net worth calculated under covenants in the Notes, the Bonds, and the Line     $ 511,200,000    
Line of Credit [Member]          
Debt Instrument [Line Items]          
Line of credit facility borrowing capacity     150,000,000.0    
Borrowings outstanding     $ 0    
Debt maturity date     Jun. 01, 2026    
Letter of Credit [Member]          
Debt Instrument [Line Items]          
Line of credit facility borrowing capacity     $ 10,000,000.0    
Borrowings outstanding     0    
Cash Flow Hedging [Member]          
Debt Instrument [Line Items]          
Other comprehensive income (loss), net of income taxes     2,300,000    
Unrealized gains (losses) on cash flow hedge     12,000,000.0    
Senior Notes, Maturing 2031 [Member]          
Debt Instrument [Line Items]          
Debt instrument principal amount   $ 350,000,000.0      
Debt instrument stated interest rate   4.00%      
Maturity period of senior notes   2031      
Secured Debt Maturing October 2027 [Member]          
Debt Instrument [Line Items]          
Secured borrowing       $ 60,000,000  
Secured Debt Maturing October 2027 [Member] | Interest Rate Swap [Member]          
Debt Instrument [Line Items]          
Derivative notional amount     $ 17,000,000.0    
Derivative, fixed interest rate     3.962%    
Monthly principal amortization     $ 500,000    
Derivative maturity date     Oct. 01, 2027    
Debt instrument variable interest rate     1.75%    
Secured Debt Maturing January 2030 [Member]          
Debt Instrument [Line Items]          
Debt maturity date Jan. 01, 2030        
Derivative notional amount $ 155,000,000        
Secured Debt Maturing January 2030 [Member] | Interest Rate Swap [Member]          
Debt Instrument [Line Items]          
Derivative notional amount $ 115,000,000.0        
Derivative, fixed interest rate 2.998%        
Monthly principal amortization $ 650,000        
Debt instrument variable interest rate 1.60%        
Recovery Zone Facility Bonds [Member]          
Debt Instrument [Line Items]          
Debt maturity date     Jan. 01, 2036    
Annual amount of redemption of bonds     $ 4,500,000    
Mandatory bonds redemption beginning period     Jan. 01, 2014    
Mandatory bonds redemption period end date     Dec. 17, 2029    
Total amount of bonds funded     $ 49,900,000   $ 99,700,000
v3.25.0.1
Long-Term Debt (Schedule of Redemption Prices of Senior Notes) (Details)
3 Months Ended
Dec. 28, 2024
2026 [Member]  
Debt Instrument [Line Items]  
Debt instrument, redemption price as percentage of principal amount 102.00%
2027 [Member]  
Debt Instrument [Line Items]  
Debt instrument, redemption price as percentage of principal amount 101.333%
2028 [Member]  
Debt Instrument [Line Items]  
Debt instrument, redemption price as percentage of principal amount 100.667%
2029 and Thereafter [Member]  
Debt Instrument [Line Items]  
Debt instrument, redemption price as percentage of principal amount 100.00%
v3.25.0.1
Dividends (Narrative) (Details) - $ / shares
3 Months Ended
Jan. 16, 2025
Dec. 28, 2024
Dec. 30, 2023
Class A Common Stock [Member]      
Dividends Payable [Line Items]      
Cash dividends per share of common stock   $ 0.165 $ 0.165
Class B Common Stock [Member]      
Dividends Payable [Line Items]      
Cash dividends per share of common stock   $ 0.150 $ 0.150
O2025 Q1 Dividends [Member]      
Dividends Payable [Line Items]      
Dividend payment date   Oct. 17, 2024  
Dividend record date   Oct. 10, 2024  
O2025 Q1 Dividends [Member] | Class A Common Stock [Member]      
Dividends Payable [Line Items]      
Cash dividends per share of common stock   $ 0.165  
O2025 Q1 Dividends [Member] | Class B Common Stock [Member]      
Dividends Payable [Line Items]      
Cash dividends per share of common stock   $ 0.15  
O2025 Q2 Dividends [Member] | Subsequent Event [Member]      
Dividends Payable [Line Items]      
Dividend payment date Jan. 16, 2025    
Dividend record date Jan. 09, 2025    
O2025 Q2 Dividends [Member] | Class A Common Stock [Member] | Subsequent Event [Member]      
Dividends Payable [Line Items]      
Cash dividends per share of common stock $ 0.165    
O2025 Q2 Dividends [Member] | Class B Common Stock [Member] | Subsequent Event [Member]      
Dividends Payable [Line Items]      
Cash dividends per share of common stock $ 0.15    
v3.25.0.1
Earnings Per Common Share (Narrative) (Details)
3 Months Ended
Dec. 28, 2024
item
Earnings Per Share [Line Items]  
Number of classes of common stock 2
Conversion feature for Class B Common Stock each share is convertible into one share of Class A Common Stock at any time
Voting rights for shareholders 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
Percentage of cash dividend on Class B Common Stock entitled to receive for each share of Class A Common Stock 110.00%
Class A Common Stock [Member]  
Earnings Per Share [Line Items]  
Number of votes for common stock 1
Class B Common Stock [Member]  
Earnings Per Share [Line Items]  
Number of votes for common stock 10
v3.25.0.1
Earnings Per Common Share (Reconciliation of Numerators and Denominators of Basic and Diluted Earnings Per Share) (Details) - USD ($)
3 Months Ended
Dec. 28, 2024
Dec. 30, 2023
Class A Common Stock [Member]    
Schedule Of Calculation Of Numerator And Denominator In Earnings Per Share [Line Items]    
Net income allocated, basic $ 12,979,100 $ 33,889,419
Conversion of Class B to Class A shares 3,609,240 9,504,182
Net income allocated, diluted $ 16,588,340 $ 43,393,601
Weighted average shares outstanding, basic 14,545,223 14,517,696
Conversion of Class B to Class A shares 4,449,153 4,476,680
Weighted average shares outstanding, diluted 18,994,376 18,994,376
Earnings per share, Basic $ 0.89 $ 2.33
Earnings per share, Diluted $ 0.87 $ 2.28
Class B Common Stock [Member]    
Schedule Of Calculation Of Numerator And Denominator In Earnings Per Share [Line Items]    
Net income allocated, basic $ 3,609,240 $ 9,504,182
Net income allocated, diluted $ 3,609,240 $ 9,504,182
Weighted average shares outstanding, basic 4,449,153 4,476,680
Weighted average shares outstanding, diluted 4,449,153 4,476,680
Earnings per share, Basic $ 0.81 $ 2.12
Earnings per share, Diluted $ 0.81 $ 2.12
v3.25.0.1
Leases (Narrative) (Details)
3 Months Ended
Dec. 28, 2024
USD ($)
item
Leases [Abstract]  
Initial terms of leases 20 years
Operating lease cost $ 1,700,000
Number of shopping centers owned and operated | item 100
Lessor non-cancelable operating lease agreements 20 years
Finance lease cost $ 210,000.0
Finance lease, amortization expense 178,500
Finance lease, interest expense 45,100
Lease extension exercised, increase in operating lease assets and liabilities $ 0
Operating lease weighted average remaining lease term 15 years
Operating lease weighted average discount rate 4.00%
Finance lease weighted average discount rate 6.00%
v3.25.0.1
Leases (Future Maturities of Lease Liabilities) (Details)
Dec. 28, 2024
USD ($)
Operating Leases  
Remainder of 2025 $ 4,488,048
2026 5,123,022
2027 4,557,095
2028 3,018,504
2029 2,029,928
Thereafter 15,641,087
Total lease payments 34,857,684
Less amount representing interest 8,706,906
Present value of lease liabilities 26,150,778
Finance Leases  
Remainder of 2025 630,000
2026 840,000
2027 840,000
2028 840,000
2029 101,500
Total lease payments 3,251,500
Less amount representing interest 356,485
Present value of lease liabilities $ 2,895,015
v3.25.0.1
Leases (Schedule of Rental Income) (Details)
3 Months Ended
Dec. 28, 2024
USD ($)
Property Held for Lease and Rental Income [Abstract]  
Base rentals $ 6,598,742
Variable rentals 78,502
Total 6,677,244
Depreciation on owned properties leased to others (2,155,209)
Other shopping center expenses (1,109,066)
Total $ 3,412,969
v3.25.0.1
Leases (Future Minimum Operating Lease Receipts) (Details)
Dec. 28, 2024
USD ($)
Property Held for Lease and Rental Income [Abstract]  
Remainder of 2025 $ 15,344,855
2026 16,836,353
2027 13,408,795
2028 10,845,522
2029 7,708,824
Thereafter 26,541,336
Total minimum future rental income $ 90,685,685
v3.25.0.1
Segment Information (Narrative) (Details)
3 Months Ended
Dec. 28, 2024
segment
Segment Information [Abstract]  
Number of operating segments 1
v3.25.0.1
Segment Information (Operations by Lines of Business) (Details) - USD ($)
3 Months Ended
Dec. 28, 2024
Dec. 30, 2023
Sep. 28, 2024
Segment Reporting Information By Segment [Line Items]      
Total revenues from unaffiliated customers $ 1,288,114,667 $ 1,481,061,830  
Total income from operations 23,571,944 59,627,409  
Total assets 2,493,272,016   $ 2,527,882,715
Elimination of Intercompany Receivable [Member]      
Segment Reporting Information By Segment [Line Items]      
Total assets (1,941,000)   (1,999,000)
Retail Segment [Member] | Operating Segments [Member]      
Segment Reporting Information By Segment [Line Items]      
Total revenues from unaffiliated customers 1,245,065,000 1,425,773,000  
Total income from operations 21,189,000 53,390,000  
Total assets 2,162,626,000   2,198,732,000
Grocery [Member] | Operating Segments [Member]      
Segment Reporting Information By Segment [Line Items]      
Total revenues from unaffiliated customers 477,535,000 521,805,000  
Non-foods [Member] | Operating Segments [Member]      
Segment Reporting Information By Segment [Line Items]      
Total revenues from unaffiliated customers 289,443,000 358,098,000  
Perishables [Member] | Operating Segments [Member]      
Segment Reporting Information By Segment [Line Items]      
Total revenues from unaffiliated customers 334,302,000 367,983,000  
Fuel [Member] | Operating Segments [Member]      
Segment Reporting Information By Segment [Line Items]      
Total revenues from unaffiliated customers 143,785,000 177,887,000  
Other Segment [Member] | Operating Segments [Member]      
Segment Reporting Information By Segment [Line Items]      
Total revenues from unaffiliated customers 43,050,000 55,289,000  
Total income from operations 2,383,000 $ 6,237,000  
Total assets $ 332,587,000   $ 331,150,000
v3.25.0.1
Fair Values of Financial Instruments (Carrying Amount and Fair Value of Debt, Interest Rate Swap and Non-Qualified Plan Assets) (Details) - Level 2 [Member] - USD ($)
$ in Thousands
Dec. 28, 2024
Sep. 28, 2024
Carrying Amount [Member] | Interest Rate Swap [Member]    
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]    
Derivative assets $ 12,020 $ 8,931
Carrying Amount [Member] | Non-Qualified Retirement Plan [Member]    
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]    
Retirement plan assets 27,602 27,126
Fair Value [Member] | Interest Rate Swap [Member]    
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]    
Derivative assets 12,020 8,931
Fair Value [Member] | Non-Qualified Retirement Plan [Member]    
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]    
Retirement plan assets 27,602 27,126
Senior Notes Due 2031 [Member] | Carrying Amount [Member]    
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]    
Debt 350,000 350,000
Senior Notes Due 2031 [Member] | Fair Value [Member]    
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]    
Debt 307,125 317,625
Facility Bonds Due 2036 [Member] | Carrying Amount [Member]    
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]    
Debt 49,910 49,910
Facility Bonds Due 2036 [Member] | Fair Value [Member]    
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]    
Debt 49,910 49,910
Secured Notes Payable and Other [Member] | Carrying Amount [Member]    
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]    
Debt 129,463 132,712
Secured Notes Payable and Other [Member] | Fair Value [Member]    
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]    
Debt $ 129,463 $ 132,712
v3.25.0.1
Insider Trading Arrangements
3 Months Ended
Dec. 28, 2024
Insider Trading Arrangements [Line Items]  
Rule 10b5-1 Arrangement Adopted false
Non-Rule 10b5-1 Arrangement Adopted false
Rule 10b5-1 Arrangement Terminated false
Non-Rule 10b5-1 Arrangement Terminated false

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