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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
For the quarterly period ended
For the transition period from to
Commission file number
(Exact name of registrant as specified in its charter)
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(State or other jurisdiction of incorporation or organization) |
| (I.R.S. Employer Identification No.) |
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(Address of principal executive offices) |
| (Zip Code) |
(
Registrant’s telephone number, including area code
Securities registered pursuant to Section 12(b) of the Act:
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Title of each class | Trading Symbol | Name of each exchange on which registered |
The |
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.
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).
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 definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):
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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
As of August 1, 2022, the Registrant had
INGLES MARKETS, INCORPORATED
INDEX
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| Page No.
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Part I – Financial Information |
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Item 1. Financial Statements (Unaudited) |
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Condensed Consolidated Balance Sheets as of June 25, 2022 and September 25, 2021 |
| 3 |
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Condensed Consolidated Statements of Income and Comprehensive Income for the |
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Three Months Ended June 25, 2022 and June 26, 2021 |
| 4 |
Nine Months Ended June 25, 2022 and June 26, 2021 |
| 5 |
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Condensed Consolidated Statements of Changes in Stockholders’ Equity for the Three Months and Nine Months Ended June 25, 2022 and June 26, 2021 |
| 6 |
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Condensed Consolidated Statements of Cash Flows for the Nine Months Ended June 25, 2022 and June 26, 2021 |
| 7 |
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Notes to Unaudited Interim Financial Statements |
| 8 |
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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations |
| 14 |
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Item 3. Quantitative and Qualitative Disclosures About Market Risk |
| 22 |
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Item 4. Controls and Procedures |
| 22 |
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Part II – Other Information |
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Item 6. Exhibits |
| 22 |
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Signatures |
| 23 |
Part I. FINANCIAL INFORMATION
Item 1. FINANCIAL STATEMENTS
INGLES MARKETS, INCORPORATED AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)
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| June 25, |
| September 25, | ||
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| 2022 |
| 2021 | ||
ASSETS |
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Current Assets: |
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Cash and cash equivalents |
| $ | |
| $ | |
Short term investments |
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Receivables - net |
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Inventories |
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Other current assets |
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Total Current Assets |
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Property and Equipment - Net |
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Operating lease right of use assets |
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Other Assets |
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Total Assets |
| $ | |
| $ | |
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LIABILITIES AND STOCKHOLDERS’ EQUITY |
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Current Liabilities: |
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Current portion of long-term debt |
| $ | |
| $ | |
Current portion of operating lease liabilities |
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Accounts payable - trade |
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Accrued expenses and current portion of other long-term liabilities |
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Total Current Liabilities |
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Deferred Income Taxes |
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Long-Term Debt |
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Noncurrent operating lease liabilities |
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Other Long-Term Liabilities |
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Total Liabilities |
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Stockholders’ Equity |
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Preferred stock, $ |
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Common stocks: |
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Class A, $ |
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Class B, convertible to Class A, $ |
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Paid-in capital in excess of par value |
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Accumulated other comprehensive income (loss) |
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Retained earnings |
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Total Stockholders’ Equity |
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Total Liabilities and Stockholders’ Equity |
| $ | |
| $ | |
See notes to unaudited condensed consolidated financial statements.
INGLES MARKETS, INCORPORATED AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME (UNAUDITED)
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| Three Months Ended | ||||
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| June 25, |
| June 26, | ||
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| 2022 |
| 2021 | ||
Net sales |
| $ | |
| $ | |
Cost of goods sold |
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Gross profit |
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Operating and administrative expenses |
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Gain from sale or disposal of assets |
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Income from operations |
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Other income, net |
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Interest expense |
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Loss on early extinguishment of debt |
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Income before income taxes |
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Income tax expense |
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Net income |
| $ | |
| $ | |
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Other comprehensive income (loss): |
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Change in fair value of interest rate swap |
| $ | |
| $ | ( |
Income tax (benefit) expense |
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Other comprehensive income (loss), net of tax |
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Comprehensive income |
| $ | |
| $ | |
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Per share amounts: |
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Class A Common Stock |
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Basic earnings per common share |
| $ | |
| $ | |
Diluted earnings per common share |
| $ | |
| $ | |
Class B Common Stock |
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Basic earnings per common share |
| $ | |
| $ | |
Diluted earnings per common share |
| $ | |
| $ | |
Cash dividends per common share |
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Class A Common Stock |
| $ | |
| $ | |
Class B Common Stock |
| $ | |
| $ | |
See notes to unaudited condensed consolidated financial statements.
INGLES MARKETS, INCORPORATED AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME (UNAUDITED)
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| Nine Months Ended | ||||
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| June 25, |
| June 26, | ||
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| 2022 |
| 2021 | ||
Net sales |
| $ | |
| $ | |
Cost of goods sold |
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Gross profit |
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Operating and administrative expenses |
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Gain from sale or disposal of assets |
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Income from operations |
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Other income, net |
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Interest expense |
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Loss on early extinguishment of debt |
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Income before income taxes |
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Income tax expense |
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Net income |
| $ | |
| $ | |
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Other comprehensive income: |
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Change in fair value of interest rate swap |
| $ | |
| $ | |
Income tax benefit |
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Other comprehensive income, net of tax |
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Comprehensive income |
| $ | |
| $ | |
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Per share amounts: |
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Class A Common Stock |
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Basic earnings per common share |
| $ | |
| $ | |
Diluted earnings per common share |
| $ | |
| $ | |
Class B Common Stock |
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Basic earnings per common share |
| $ | |
| $ | |
Diluted earnings per common share |
| $ | |
| $ | |
Cash dividends per common share |
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Class A Common Stock |
| $ | |
| $ | |
Class B Common Stock |
| $ | |
| $ | |
See notes to unaudited condensed consolidated financial statements.
INGLES MARKETS, INCORPORATED AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY (UNAUDITED)
THREE AND NINE MONTHS ENDED JUNE 25, 2022 AND JUNE 26, 2021
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| Paid-in |
| Accumulated |
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| Class A |
| Class B |
| Capital in |
| Other |
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| Common Stock |
| Common Stock |
| Excess of |
| Comprehensive |
| Retained |
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| Shares |
| Amount |
| Shares |
| Amount |
| Par Value |
| Income (Loss) |
| Earnings |
| Total | ||||||
Balance, September 26, 2020 |
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| $ | |
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| $ | |
| $ | |
| $ | ( |
| $ | |
| $ | |
Net income |
| — |
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| — |
| — |
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| — |
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Other comprehensive income, net of income tax |
| — |
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| — |
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Cash dividends |
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Common stock conversions |
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Balance, December 26, 2020 |
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| $ | |
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| $ | |
| $ | |
| $ | ( |
| $ | |
| $ | |
Net income |
| — |
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| — |
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Other comprehensive income, net of income tax |
| — |
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| — |
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Cash dividends |
| — |
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| — |
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| ( |
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| ( |
Stock repurchases, at cost |
| — |
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| ( |
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| ( |
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| ( |
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| ( |
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| ( |
Common stock conversions |
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| ( |
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| ( |
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| — |
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Balance, March 27, 2021 |
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| $ | |
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| $ | |
| $ | — |
| $ | ( |
| $ | |
| $ | |
Net income |
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Other comprehensive loss, net of income tax |
| — |
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| — |
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| ( |
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| ( |
Cash dividends |
| — |
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| — |
| — |
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| — |
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| — |
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| ( |
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| ( |
Stock repurchases, at cost |
| — |
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Common stock conversions |
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| ( |
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Balance, June 26, 2021 |
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| $ | |
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| $ | |
| $ | — |
| $ | ( |
| $ | |
| $ | |
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Balance, September 25, 2021 |
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| $ | |
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| $ | |
| $ | — |
| $ | ( |
| $ | |
| $ | |
Net income |
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Other comprehensive income, net of income tax |
| — |
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| — |
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| — |
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Cash dividends |
| — |
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| — |
| — |
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| — |
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| — |
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| — |
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| ( |
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| ( |
Common stock conversions |
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| ( |
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| ( |
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Balance, December 25, 2021 |
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| $ | |
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| $ | |
| $ | — |
| $ | ( |
| $ | |
| $ | |
Net income |
| — |
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| — |
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Other comprehensive income, net of income tax |
| — |
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| — |
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Cash dividends |
| — |
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| — |
| — |
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| ( |
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Common stock conversions |
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| ( |
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Balance, March 26, 2022 |
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| $ | |
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| $ | |
| $ | — |
| $ | |
| $ | |
| $ | |
Net income |
| — |
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Other comprehensive income, net of income tax |
| — |
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| — |
| — |
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| — |
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| — |
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Cash dividends |
| — |
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| — |
| — |
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| ( |
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Common stock conversions |
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Balance, June 25, 2022 |
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| $ | |
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| $ | |
| $ | — |
| $ | |
| $ | |
| $ | |
See notes to unaudited condensed consolidated financial statements.
INGLES MARKETS, INCORPORATED AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
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| Nine Months Ended | ||||
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| June 25, |
| June 26, | ||
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| 2022 |
| 2021 | ||
Cash Flows from Operating Activities: |
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Net income |
| $ | |
| $ | |
Adjustments to reconcile net income to net cash provided by operating activities: |
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Depreciation and amortization expense |
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Non cash operating lease cost |
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Gain from sale or disposal of assets |
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| ( |
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| ( |
Loss on early extinguishment of debt |
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Receipt of advance payments on purchases contracts |
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Recognition of advance payments on purchases contracts |
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| ( |
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Deferred income taxes |
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| ( |
Changes in operating assets and liabilities: |
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Receivables |
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Inventory |
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Other assets |
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Operating lease liabilities |
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| ( |
Accounts payable and accrued expenses |
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| ( |
Net Cash Provided by Operating Activities |
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Cash Flows from Investing Activities: |
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Purchase of short term investments |
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| ( |
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| ( |
Proceeds from sales of property and equipment |
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Capital expenditures |
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| ( |
Net Cash Used by Investing Activities |
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| ( |
Cash Flows from Financing Activities: |
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Proceeds from short-term borrowings |
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| — |
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Payments on short-term borrowings |
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| — |
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| ( |
Proceeds from issuance of bonds |
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| — |
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Debt issuance costs |
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| — |
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| ( |
Principal payments on long-term borrowings |
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| ( |
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| ( |
Stock repurchases |
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| — |
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| ( |
Dividends paid |
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| ( |
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| ( |
Net Cash (Used) Provided by Financing Activities |
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| ( |
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Net Increase in Cash and Cash Equivalents |
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Cash and cash equivalents at beginning of period |
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Cash and Cash Equivalents at End of Period |
| $ | |
| $ | |
See notes to unaudited condensed consolidated financial statements.
INGLES MARKETS, INCORPORATED AND SUBSIDIARIES
NOTES TO UNAUDITED INTERIM FINANCIAL STATEMENTS
Three Months and Nine Months Ended June 25, 2022 and June 26, 2021
In the opinion of management, the accompanying unaudited interim financial statements contain all adjustments necessary to present fairly the Company’s financial position as of June 25, 2022, and the results of operations and changes in stockholders’ equity for the three-month and nine-month periods ended June 25, 2022 and June 26, 2021, and cash flows for the nine months ended June 25, 2022 and June 26, 2021. The adjustments made are of a normal recurring nature. Certain information and footnote disclosures normally 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 25, 2021, filed by the Company under the Securities Exchange Act of 1934, on November 24, 2021.
The results of operations for the three-month and nine-month periods ended June 25, 2022 are not necessarily indicative of the results to be expected for the full fiscal year.
In March 2020, the FASB issued ASU 2020-04, “Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting.” The ASU provides optional guidance to ease the potential burden in accounting for reference rate reform on financial reporting in response to the risk of cessation of the London Interbank Offered Rate (“LIBOR”). This amendment provides for optional expedients and exceptions for applying generally accepted accounting principles to contracts and hedging relationships that are affected by LIBOR and other reference rates. The ASU generally allows for hedge accounting to continue if the hedge was highly effective or met other standards prior to reference rate reform. Entities are permitted to apply the amendments to all contracts, cash flow and net investment hedge relationships that exist as of March 12, 2020. The relief provided in this ASU is only available for a limited time, generally through December 31, 2022. The Company’s debt agreements and interest rate swaps that utilize LIBOR have not yet discontinued the use of LIBOR and, therefore, this ASU is not yet effective for us. To the extent our debt and interest rate swap arrangements change to another accepted rate, we will utilize the relief in this ASU to continue hedge accounting.
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 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.
Receivables are presented net of an allowance for doubtful accounts of $
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.
Accrued expenses and current portion of other long-term liabilities consist of the following:
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| June 25, |
| September 25, | ||
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| 2022 |
| 2021 | ||
Property, payroll and other taxes payable |
| $ | |
| $ | |
Salaries, wages and bonuses payable |
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| |
Self-insurance liabilities |
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| |
|
| |
Interest payable |
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| |
|
| |
Other |
|
| |
|
| |
|
| $ | |
| $ | |
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 $
Employee insurance expense, including workers’ compensation and medical care benefits, net of employee contributions, totaled $
The Company’s fuel operations contain underground tanks for the storage of gasoline and diesel fuel. The Company reviewed FASB Accounting Standards Codification Topic 410 (“FASB ASC 410”) and determined we have a legal obligation to remove tanks at a point in the future and accordingly determined we have met the requirements of 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 are immaterial for each fuel center as well as in the aggregate at June 25, 2022 and September 25, 2021.
In June 2021, the Company issued at par $
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:
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Year |
|
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2026 |
| |
2027 |
| |
2028 |
| |
2029 and thereafter |
|
The Company had a $
In December 2010, the Company completed the funding of $
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 $
Interest earned by bondholders on the Bonds is exempt from Federal and North Carolina income taxation.
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 $
In December 2019, the Company closed a $
The Company recognizes differences between the variable rate interest payments and the fixed interest rate settlements with the swap counterparties as an adjustment to interest expense each period over the life of the swaps. The Company has designated the swaps as cash flow hedges and records the changes in the estimated fair value of the swaps to other comprehensive income each period. For the three- and nine-month periods ended June 25, 2022, the Company recorded $
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 June 25, 2022.
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.
The Company paid cash dividends of $
The Company paid cash dividends of $
The Company paid cash dividends of $
For additional information regarding the dividend rights of the Class A Common Stock and Class B Common Stock, please see Note 8, “Stockholders’ Equity” to the Consolidated Financial Statements contained in the Company’s Annual Report on Form 10-K filed by the Company under the Securities Exchange Act of 1934, on November 24, 2021.
The Company has
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.
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| Three Months Ended |
| Nine Months Ended | ||||||||
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| June 25, 2022 |
| June 25, 2022 | ||||||||
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| Class A |
| Class B |
| Class A |
| Class B | ||||
Numerator: Allocated net income |
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Net income allocated, basic |
| $ | |
| $ | |
| $ | |
| $ | |
Conversion of Class B to Class A shares |
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| |
|
| — |
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| |
|
| — |
Net income allocated, diluted |
| $ | |
| $ | |
| $ | |
| $ | |
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Denominator: Weighted average shares outstanding |
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Weighted average shares outstanding, basic |
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| |
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| |
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| |
Conversion of Class B to Class A shares |
|
| |
|
| — |
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| |
|
| — |
Weighted average shares outstanding, diluted |
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Earnings per share |
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Basic |
| $ | |
| $ | |
| $ | |
| $ | |
Diluted |
| $ | |
| $ | |
| $ | |
| $ | |
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| Three Months Ended |
| Nine Months Ended | ||||||||
|
| June 26, 2021 |
| June 26, 2021 | ||||||||
|
| Class A |
| Class B |
| Class A |
| Class B | ||||
Numerator: Allocated net income |
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Net income allocated, basic |
| $ | |
| $ | |
| $ | |
| $ | |
Conversion of Class B to Class A shares |
|
| |
|
| — |
|
| |
|
| — |
Net income allocated, diluted |
| $ | |
| $ | |
| $ | |
| $ | |
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Denominator: Weighted average shares outstanding |
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Weighted average shares outstanding, basic |
|
| |
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| |
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| |
|
| |
Conversion of Class B to Class A shares |
|
| |
|
| — |
|
| |
|
| — |
Weighted average shares outstanding, diluted |
|
| |
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| |
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| |
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Earnings per share |
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Basic |
| $ | |
| $ | |
| $ | |
| $ | |
Diluted |
| $ | |
| $ | |
| $ | |
| $ | |
J. LEASES
Leases as Lessee
The Company conducts part of its retail operations from leased facilities. The initial terms of the leases are generally
Operating lease cost for all operating leases totaled $
Maturities of operating lease liabilities as of June 25, 2022 were as follows:
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Fiscal Year |
|
|
Remainder of 2022 | $ | |
2023 |
| |
2024 |
| |
2025 |
| |
2026 |
| |
Thereafter |
| |
Total lease payments | $ | |
Less amount representing interest |
| |
Present value of lease liabilities | $ | |
On the Condensed Consolidated Balance Sheets, lease extensions exercised less leased properties purchased during fiscal year 2022 increased the line items “Operating lease right of use assets” and “Noncurrent operating lease liabilities” by $
Leases as Lessor
At June 25, 2022, the Company owned and operated
Rental income is included in the line item “Net sales” on the 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 Consolidated Statements of Income.
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| Three Months Ended |
|
| Nine Months Ended |
|
| June 25, 2022 |
|
| June 25, 2022 |
Rents earned on owned and subleased properties: |
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|
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Base rentals | $ | |
| $ | |
Variable rentals |
| |
|
| |
Total |
| |
|
| |
Depreciation on owned properties leased to others |
| ( |
|
| ( |
Other shopping center expenses |
| ( |
|
| ( |
Total | $ | |
| $ | |
Future minimum operating lease receipts at June 25, 2022 are as follows:
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|
Fiscal Year |
|
|
Remainder of 2022 | $ | |
2023 |
| |
2024 |
| |
2025 |
| |
2026 |
| |
Thereafter |
| |
Total minimum future rental income | $ | |
The Company operates
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| Three Months Ended |
| Nine Months Ended | ||||||||
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| June 25, |
| June 26, |
| June 25, |
| June 26, | ||||
|
| 2022 |
| 2021 |
| 2022 |
| 2021 | ||||
Revenues from unaffiliated customers: |
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|
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Grocery |
| $ | |
| $ | |
| $ | |
| $ | |
Non-foods |
|
| |
|
| |
|
| |
|
| |
Perishables |
|
| |
|
| |
|
| |
|
| |
Gasoline |
|
| |
|
| |
|
| |
|
| |
Total Retail |
| $ | |
| $ | |
| $ | |
| $ | |
Other |
|
| |
|
| |
|
| |
|
| |
Total revenues from unaffiliated customers |
| $ | |
| $ | |
| $ | |
| $ | |
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Income from operations: |
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Retail |
| $ | |
| $ | |
| $ | |
| $ | |
Other |
|
| |
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| |
|
| |
|
| |
Total income from operations |
| $ | |
| $ | |
| $ | |
| $ | |
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| June 25, |
| September 25, | ||
|
| 2022 |
| 2021 | ||
Assets: |
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|
Retail |
| $ | |
| $ | |
Other |
|
| |
|
| |
Elimination of intercompany receivable |
|
| ( |
|
| ( |
Total assets |
| $ | |
| $ | |
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 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. |
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|
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 June 25, 2022 were as follows (in thousands):
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| Carrying |
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| Fair Value | |
|
| Amount |
| Fair Value |
| Measurements | ||
Senior Notes |
| $ | |
| $ | |
| Level 2 |
Facility Bonds |
|
| |
|
| |
| Level 2 |
Secured notes payable and other |
|
| |
|
| |
| Level 2 |
Interest rate swap derivative contracts asset |
|
| ( |
|
| ( |
| Level 2 |
Non-qualified retirement plan assets |
|
| |
|
| |
| Level 2 |
The Company will from time to time make short-term non-interest bearing loans to the Company’s Investment/Profit Sharing Plan to allow the plan to meet distribution obligations during a time when the plan was prohibited from selling shares of the Company’s Class A Common Stock. During the nine months ended June 25, 2022, 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, operates 198 supermarkets in North Carolina (75), Georgia (65), South Carolina (35), Tennessee (21), Virginia (1) and Alabama (1). The Company locates its supermarkets primarily in suburban areas, small towns and rural communities. 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 high-growth, high-margin products to its customers through the development of certified organic products, bakery departments and prepared foods including delicatessen sections. As of June 25, 2022, the Company operated 111 in-store pharmacies and 107 fuel centers.
Coronavirus (COVID-19) Pandemic Impact
The COVID-19 pandemic which began in March 2020 and has continued through the nine months ended June 25, 2022, has impacted supermarket operations, as the Company implemented several enhanced cleaning and social distancing protocols designed to keep our customers and our associates safe. Since March 2020, the Company’s stores have experienced increased customer traffic and have experienced occasional product shortages due to supply chain issues. Recently, an extremely tight labor market has impacted the Company’s ability to attract and retain qualified store personnel, but these impacts have not materially affected our operations. Finally, as the economy has been recovering from the effects of the pandemic, inflation has reached levels not seen in decades. Inflation impacts product costs, labor costs and the cost of other goods used by the Company, which could negatively impact our results of operation.
At the present time, we do not know how long and to what extent the pandemic could impact our sales and financial performance.
Critical Accounting Policies
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 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 $450,000 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. These estimates can fluctuate if historical trends are not 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 June 25, 2022 the Company’s self-insurance reserves totaled $31.0 million. This amount is inclusive of $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. 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. 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 nine-month period ended June 25, 2022.
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 practicable, 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 $25.4 million and $30.0 million for the fiscal quarters ended June 25, 2022 and June 26, 2021, respectively. For the nine-month periods ended June 25, 2022 and June 26, 2021, vendor allowances applied as a reduction of merchandise costs totaled $83.5 million and $88.7 million, respectively. Vendor advertising allowances that represent a reimbursement of specifically 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 $1.6 million and $2.0 million for the fiscal quarters ended June 25, 2022 and June 26, 2021, respectively. For the nine-month periods ended June 25, 2022 and June 26, 2021, vendor advertising allowances recorded as a reduction of advertising expense totaled $5.3 million and $6.0 million, respectively.
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.
Additionally, 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. There are 13 and 39 weeks of operations included in the Unaudited Condensed Consolidated Statements of Income for the three- and nine-month periods ended June 25, 2022 and June 26, 2021, respectively. 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 of replacement, completion of the remodel or date of addition of fuel station, respectively. A replacement store is a newly opened store that replaces an existing nearby store that is closed. A major remodel entails substantial
remodeling of an existing store and includes additional retail square footage. For both the three- and nine-month periods ended June 25, 2022 and June 26, 2021, comparable store sales included 196 and 197 stores, respectively.
The following table sets forth, for the periods indicated, selected financial information as a percentage of net sales. For information regarding the various segments of the business, see Note I “Segment Information” to the Condensed Consolidated Financial Statements.
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| Three Months Ended |
| Nine Months Ended | ||||||||
|
| June 25, |
| June 26, |
| June 25, |
| June 26, | ||||
|
| 2022 |
| 2021 |
| 2022 |
| 2021 | ||||
Net sales |
| 100.0 | % |
| 100.0 | % |
| 100.0 | % |
| 100.0 | % |
Gross profit |
| 24.1 | % |
| 26.4 | % |
| 24.9 | % |
| 26.3 | % |
Operating and administrative expenses |
| 17.6 | % |
| 18.7 | % |
| 18.3 | % |
| 19.5 | % |
Gain from sale or disposal of assets |
| — | % |
| 0.2 | % |
| — | % |
| 0.1 | % |
Income from operations |
| 6.5 | % |
| 7.9 | % |
| 6.6 | % |
| 6.9 | % |
Other income, net |
| 0.1 | % |
| — | % |
| 0.1 | % |
| — | % |
Interest expense |
| 0.4 | % |
| 0.4 | % |
| 0.4 | % |
| 0.5 | % |
Loss on early extinguishment of debt |
| — | % |
| 0.1 | % |
| — | % |
| — | % |
Income tax expense |
| 1.6 | % |
| 1.8 | % |
| 1.5 | % |
| 1.5 | % |
Net income |
| 4.6 | % |
| 5.6 | % |
| 4.8 | % |
| 4.9 | % |
Three Months Ended June 25, 2022 Compared to the Three Months Ended June 26, 2021
Net income for the third quarter of fiscal 2022 totaled $67.8 million, compared with net income of $72.0 million earned for the third quarter of fiscal 2021.
Net Sales. Net sales increased by $180.7 million, or 14.2%, to $1.46 billion for the three months ended June 25, 2022 compared with $1.28 billion for the three months ended June 26, 2021. Comparing the third quarter of fiscal 2022 with the third quarter of fiscal 2021, gasoline sales dollars and gallons sold were higher due to increased travel and an increase in market prices for fuel. Excluding gasoline sales, total grocery comparable store sales increased 5.7% over the comparative fiscal quarter. Comparing the third quarters of fiscal years 2022 and 2021 (and excluding gasoline), the number of customer transactions increased 2.3% and the average transaction size increased 3.4%.
Ingles operated 198 stores at June 25, 2022 and June 26, 2021. Retail square feet totaled approximately 11.3 million square feet at June 25, 2022 and at June 26, 2021. During the twelve months ended June 25, 2022, the Company opened one store and closed one store.
Sales by product category (in thousands) were as follows:
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|
|
|
|
|
| Three Months Ended | ||||
|
| June 25, |
| June 26, | ||
|
| 2022 |
| 2021 | ||
Grocery |
| $ | 473,114 |
| $ | 433,395 |
Non-foods |
|
| 303,790 |
|
| 291,596 |
Perishables |
|
| 360,660 |
|
| 348,284 |
Gasoline |
|
| 265,569 |
|
| 164,249 |
Total retail grocery |
| $ | 1,403,133 |
| $ | 1,237,524 |
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.
Changes in retail grocery sales for the quarter ended June 25, 2022 are summarized as follows (in thousands):
|
|
|
|
|
|
|
|
Total retail sales for the three months ended June 26, 2021 |
| $ | 1,237,524 |
Comparable store sales increase (including gasoline) |
|
| 157,218 |
Impact of stores opened in fiscal 2021 |
|
| 9,480 |
Impact of stores closed in fiscal 2021 |
|
| (3,438) |
Other |
|
| 2,349 |
Total retail sales for the three months ended June 25, 2022 |
| $ | 1,403,133 |
Gross Profit. Gross profit for the three-month period ended June 25, 2022 totaled $351.9 million, an increase of $14.4 million, or 4.3%, compared with gross profit of $337.5 million for the three-month period ended June 26, 2021. Gross profit as a percentage of sales was 24.1% and 26.4% for the three months ended June 25, 2022 and June 26, 2021, respectively. Retail grocery gross margin,
excluding gasoline, was 44 basis points lower for the three months ended June 25, 2022 compared with the three months ended June 26, 2021.
Operating and Administrative Expenses. Operating and administrative expenses increased $17.9 million, or 7.5%, to $257.3 million for the three months ended June 25, 2022, from $239.4 million for the three months ended June 26, 2021. As a percentage of sales, operating and administrative expenses were 17.7% and 18.7% for the June 2022 and June 2021 quarters, respectively. Excluding gasoline sales and associated gasoline operating expenses (primarily payroll), operating expenses were 21.4% of sales for the third fiscal quarter of 2022 compared with 21.3% for the third fiscal quarter of 2021.
A breakdown of the major changes in operating and administrative expenses is as follows:
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| |
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|
| Increase | ||
|
| Increase |
| as a % of | ||
|
| in millions |
| sales | ||
Salaries and wages |
| $ | 8.6 |
| 0.59 | % |
Repairs and maintenance |
| $ | 2.0 |
| 0.13 | % |
Professional fees |
| $ | 1.9 |
| 0.13 | % |
Bank charges |
| $ | 1.7 |
| 0.11 | % |
Salaries and wages increased in dollars due to additional labor hours required for increased sales volume as well as due to overall increases in wages due to the competitive labor market.
Repairs and maintenance expense increased due to sales volume, fuel surcharges and rising costs in refrigerant.
Professional fees increased in conjunction with improvements to the Company’s information technology platforms.
Bank charges increased as a result of increased sales and higher card usage compared to cash or checks.
Gain from Sale or Disposal of Assets. During the quarter ended June 25, 2022, the gain from the sale or disposal of assets was insignificant. Gain from the sale or disposal of assets totaled $2.5 million during the three months ended June 26, 2021, primarily from the sale of a former store property
Interest Expense. Interest expense totaled $5.3 million for the three-month period ended June 25, 2022 compared with $5.5 million for the three-month period ended June 26, 2021. Total debt at June 2022 was $575.2 million compared with $901.2 million at June 2021. Excluding the $350.0 million aggregate principle of the Notes due in 2031 issued in June 2021, debt would total $551.2 million at June 26, 2021.
Income Taxes. Income tax expense totaled $22.7 million for the three months ended June 25, 2022 and June 26,2021, with an effective tax rate of 25.1% and 24.0% of pretax income, respectively.
Net Income. Net income totaled $67.8 million for the three-month period ended June 25, 2022 compared with $72.0 million for the three-month period ended June 26, 2021. Basic and diluted earnings per share for Class A Common Stock were $3.65 and $3.57, respectively, for the June 2022 quarter, compared to $3.88 and $3.79, respectively, for the June 2021 quarter. Basic and diluted earnings per share for Class B Common Stock were each $3.32 for the June 2022 quarter compared with $3.52 for the June 2021 quarter.
Nine Months Ended June 25, 2022 Compared to the Nine Months Ended June 26, 2021
Net income for the nine months ended June 25, 2022 totaled $202.6 million, compared with net income of $178.0 million earned for the first nine months of fiscal 2021. Retail grocery sales increased due to continued consumer trends seen since the beginning of the COVID-19 pandemic as well as the effects of inflation.
Net Sales. Net sales increased by $574.4 million, or 15.7%, to $4.23 billion for the nine months ended June 25, 2022 compared with $3.65 billion for the nine months ended June 26, 2021. Comparing the first nine months of fiscal 2022 with the first nine months of fiscal 2021, gasoline sales dollars and gallons sold were higher as market prices increased and travel increased. Excluding gasoline sales, total grocery comparable store sales increased 8.6% over the comparative nine-month period. Comparing the first nine months of fiscal years 2022 and 2021 (and excluding gasoline), the number of customer transactions increased 1.5% and the average transaction size increased 7.0%.
Sales by product category (in thousands) are as follows:
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| Nine Months Ended | ||||
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| June 25, |
| June 26, | ||
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| 2022 |
| 2021 | ||
Grocery |
| $ | 1,443,699 |
| $ | 1,302,734 |
Non-foods |
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| 897,881 |
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| 840,083 |
Perishables |
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| 1,080,661 |
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| 990,040 |
Gasoline |
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| 656,594 |
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| 405,397 |
Total retail grocery |
| $ | 4,078,835 |
| $ | 3,538,254 |
Changes in retail grocery sales for the nine months ended June 25, 2022 are summarized as follows (in thousands):
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Total retail sales for the nine months ended June 26, 2021 |
| $ | 3,538,254 |
Comparable store sales increase (including gasoline) |
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| 509,202 |
Impact of stores opened in fiscal 2021 |
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| 38,256 |
Impact of stores closed in fiscal 2021 |
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| (8,518) |
Other |
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| 1,641 |
Total retail sales for the nine months ended June 25, 2022 |
| $ | 4,078,835 |
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.
Gross Profit. Gross profit for the nine-month period ended June 25, 2022 totaled $1.1 billion, an increase of $88.8 million, or 9.2%, compared with gross profit of $962.2 million for the nine-month period ended June 26, 2021. Gross profit as a percentage of sales was 24.9% and 26.3% for the nine months ended June 25, 2022 and June 26, 2021, respectively. Retail grocery gross margin, excluding gasoline, was one basis point higher for the nine months ended June 25, 2022 compared with the nine months ended June 26, 2021.
Operating and Administrative Expenses. Operating and administrative expenses increased $57.7 million, or 8.1%, to $772.2 million for the nine months ended June 25, 2022, from $714.5 million for the nine months ended June 26, 2021. As a percentage of sales, operating and administrative expenses were 18.3% and 19.6% for the June 2022 and June 2021 nine-month periods, respectively. Excluding gasoline sales and associated gasoline operating expenses (primarily payroll), operating expenses were 21.4% of sales for the first nine months of 2022 compared with 21.8% for the first nine months of 2021.
A breakdown of the major changes in operating and administrative expenses is as follows:
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| Increase | ||
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| Increase |
| as a % of | ||
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| in millions |
| sales | ||
Salaries and wages |
| $ | 28.2 |
| 0.67 | % |
Depreciation and amortization |
| $ | 5.8 |
| 0.14 | % |
Bank charges |
| $ | 5.6 |
| 0.13 | % |
Professional fees |
| $ | 4.9 |
| 0.12 | % |
Salaries and wages increased in dollars due to additional labor hours required for the increased sales volume, including extra labor needed in response to the COVID-19 pandemic.
Depreciation expense increased due to equipment purchased for store improvements, information technology, and the distribution network.
Bank charges increased as a result of increased sales and higher card usage compared with cash or checks.
Professional fees increased in conjunction with improvements to the Company’s information technology platforms.
Gain from Sale or Disposal of Assets. Gain from the sale or disposal of assets totaled $1.2 million during the nine months ended June 25, 2022, primarily from the rolling stock transactions. During the nine months ended June 26, 2021, the gain from the sale or disposal of assets totaled $3.6 million primarily from the sale of a former store property.
Interest Expense. Interest expense totaled $16.1 million for the nine-month period ended June 25, 2022 compared with $18.1 million for the nine-month period ended June 26, 2021. Over the past twelve months, the Company has reduced or refinanced its higher rate
debt.
Loss on Early Extinguishment of Debt. During the nine-month June 2021 period, the Company wrote off $1.1 million of capitalized loan costs related to the retirement of the 2023 Notes and the Company’s former line of credit.
Income Taxes. Income tax expense totaled $65.5 million for the nine months ended June 25, 2022, an effective tax rate of 24.4% of pretax income. Income tax expense totaled $56.2 million for the nine months ended June 26, 2021, an effective tax rate of 24.0% of pretax income.
Net Income. Net income totaled $202.6 million for the nine-month period ended June 25, 2022 compared with $178.0 million for the nine-month period ended June 26, 2021. Basic and diluted earnings per share for Class A Common Stock were $10.91 and $10.67, respectively, for the nine months ended June 25, 2022, compared to $9.22 and $8.98, respectively, for the nine months ended June 26, 2021. Basic and diluted earnings per share for Class B Common Stock were each $9.92 for the nine-months ended June 25, 2022 compared with $8.38 for the nine months ended June 26, 2021.
Liquidity and Capital Resources
Capital Expenditures
The Company believes that a key to its ability to continue to develop a loyal customer base is providing conveniently located, clean and modern stores which provide customers with good service and an increasingly diverse selection of competitively priced products. Therefore, the Company has invested and plans to continue to invest significant amounts of capital toward the modernization of its store base. The Company’s modernization program includes the opening of new stores, the completion of major remodels and expansion of selected existing stores, the relocation of selected existing stores to larger, more convenient locations and the completion of minor remodeling of its remaining existing stores.
Capital expenditures totaled $73.2 million for the nine-month period ended June 25, 2022. These capital expenditures focused on construction of stores scheduled to open in fiscal 2023, site acquisition, and smaller-scale remodeling projects in a number of the Company’s stores. Capital expenditures also included the costs of upgrading and replacing store equipment, technology investments, rolling stock, and capital expenditures related to the Company’s milk processing plant.
Ingles’ capital expenditure plans for fiscal 2022 currently include investments of approximately $100 to $120 million. The Company currently plans to dedicate the remainder of its fiscal 2022 capital expenditures to continued improvement of its store base, technology improvements, upgrading and replacing existing store equipment and warehouse and transportation equipment and improvements to the Company’s milk processing plant.
The Company currently expects that its annual capital expenditures will be in the range of approximately $100 to $160 million going forward in order 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. Outstanding construction commitments totaled $10.9 million at June 25, 2022.
Liquidity
The Company generated $261.6 million net cash from operations in the June 2022 nine-month period compared with $213.9 million during the June 2021 nine-month period. Net income was higher for the nine-month 2022 period compared with the prior year, and the nine-month 2021 year had higher working capital needs to maintain and build inventory levels back to more normal levels following the beginning of the COVID-19 Pandemic.
Cash used by investing activities for the nine-month periods ended June 25, 2022 and June 26, 2021 totaled $181.8 million and $396.4 million, respectively. The decrease for the nine-month period ended June 2022 compared to the nine-month period ended June 2021, was primarily related to the $295.0 million of proceeds invested in short-term investments from the Company’s issuance of $350.0 million aggregate principal amount of 4.00% senior notes (the “2031 Notes”) prior to the redemption of the 2023 Notes in July 2021. The decrease was offset by $110 million purchases of short-term investments in 2022.
Cash used by financing activities totaled $24.1 million for the nine-month period ended June 25, 2022, compared with cash provided by financing activities of $200.1 million for the nine-month period ended June 26, 2021. The decrease is primarily related to the issuance of the 2031 Notes, offset by the repurchase of common stock and the net repayments of short-term borrowings during the 2021 period.
In June 2021, the Company issued the 2031 Notes. The 2031 Notes bear an interest rate of 4.00% per annum and were issued at par. Upon issuance of the 2031 Notes, the Company issued an irrevocable notice to redeem the remaining $295.0 million principal amount of the 2023 Notes, which the Company redeemed at par value on July 16, 2021.
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 LIBOR. The Line allows the Company to issue up to $10.0 million in letters of credit, of which none were issued at June 25, 2022. The Company is not required to maintain compensating balances in connection with the Line. At June 25, 2022, 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 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 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 is $59.0 million as of June 25, 2022. The Company may redeem the Bonds without penalty or premium at any time prior to December 17, 2029. The Covenant Agreement was amended during the three months ended December 25, 2021, to extend the holding period and reduce the interest rate on the Bonds.
In September 2017, the Company refinanced approximately $60 million secured borrowing obligations with a LIBOR-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 $32.0 million at a fixed rate of 3.92%. Under this agreement, the Company pays monthly the fixed rate of 3.92% and receives the one-month LIBOR plus 1.65%. 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 closed a $155 million LIBOR-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 $134.3 million at a fixed rate of 2.95%. Under this agreement, the Company pays monthly the fixed rate of 2.95% and receives the one-month LIBOR plus 1.50%. 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 is 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 Company’s 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 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. As of June 25, 2022, the Company was in compliance with these covenants. Under the most restrictive of these covenants, the Company would be able to incur approximately $2.3 billion of additional borrowings (including borrowings under the Line) as of June 25, 2022.
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 internally generated funds, 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 report 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, changing demographics, and the impact of the COVID-19 pandemic, as well as the additional factors discussed below under “Forward Looking Statements.” It is also possible, for such reasons, that the results of operations from the new, expanded, remodeled and/or replacement stores will not meet or exceed the results of operations from existing stores that are described in this report.
Quarterly Cash Dividends
Since December 27, 1993, the Company has paid regular quarterly cash dividends of $0.165 (sixteen and one-half cents) per share on its Class A Common Stock and $0.15 (fifteen cents) 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 Notes, the Bonds, the Line, and other debt agreements contain provisions that, based on certain financial parameters, restrict the ability of the Company to pay additional cash dividends in excess of current quarterly per share amounts. Further, the Company is prevented from declaring dividends at any time that it is in default under the indenture governing the Notes.
Seasonality
Grocery sales are subject to a slight seasonal variance due to holiday related sales and due to 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. The Company’s second fiscal quarter traditionally has the lowest sales of the year, unless Easter falls in that quarter. In the third and fourth quarter, sales are affected by the return of customers to seasonal homes in our market area. The Company’s fluid dairy operations have slight seasonal variation to the extent of its sales into the grocery industry. The Company’s real estate activities are not subject to seasonal variations.
Impact of Inflation
As the economy recovers from the initial impact of the COVID-19 pandemic, inflation has reached levels not experienced in decades. Food and energy costs have increased, reflecting a tight labor market and supply chain and transportation disruptions.
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 increases in inflation. Inflation and deflation in energy costs affects the Company’s gasoline sales, distribution expenses and plastic supply costs.
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| Twelve Months Ended | ||
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| June 2022 | ||
All items |
| 9.1 | % |
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Food at home |
| 12.2 | % |
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Energy |
| 41.6 | % |
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Forward Looking Statements
This Quarterly Report contains certain forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended. 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 potential continued impact of the COVID-19 pandemic 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 gasoline 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.
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 report or contemplated or implied by statements in this report. 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 elsewhere in this Quarterly Report on Form 10-Q, the Company is a party to interest rate swap agreements for a current aggregate notional amount of $166.3 million. Otherwise, the Company does not typically utilize financial instruments for trading or other speculative purposes, nor does it typically utilize 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 25, 2021.
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. 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 June 25, 2022, the end of the period covered by this report. 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 2021. After consideration of the matters discussed above and the changes in internal control over financial reporting discussed below, the Company has concluded that its controls and procedures were effective as of June 25, 2022.
(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 2022.
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.
Part II. OTHER INFORMATION
Item 6. EXHIBITS
(a) Exhibits.
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101 | * | The following financial information from the Quarterly Report on Form 10-Q for the fiscal quarter ended June 25, 2022, 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. |
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104 | * | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101). |
________
*Filed herewith.
**Furnished herewith.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Form 10-Q to be signed on its behalf by the undersigned thereunto duly authorized.
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| INGLES MARKETS, INCORPORATED |
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Date: August 4, 2022 |
| /s/ James W. Lanning
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| James W. Lanning |
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| Chief Executive Officer and President |
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Date: August 4, 2022 |
| /s/ Patricia E. Jackson
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| Patricia E. Jackson, CPA, |
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| Vice President-Finance and Chief Financial Officer |