Form 8-K - Current report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported)

August 8, 2024

INGLES MARKETS, INCORPORATED

(Exact name of registrant as specified in its charter)

North Carolina	0-14706	56-0846267
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

P.O. Box 6676, Asheville, NC	28816
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code

(828) 669-2941

N/A

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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 is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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.	☐

Item 2.02 Results of Operations and Financial Condition.

On August 8, 2024, Ingles Markets, Incorporated ("IMKTA") issued a press release announcing financial information for its third quarter ended June 29, 2024. The press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and incorporated by reference in this Item 2.02.

Item 7.01 Regulation FD Disclosure.

The disclosure contained in Item 2.02 of this Current Report on Form 8-K is incorporated into this Item 7.01 by reference.

The information contained in this Current Report on Form 8-K, including Exhibit 99.1 furnished herewith, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities under that section, nor shall it be deemed incorporated by reference into any registration statement or other documents pursuant to the Securities Act of 1933, as amended, or into any filing or other document pursuant to the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

Item 9.01 Financial Statements and Exhibits.

(d)	Exhibits.

	Exhibit Number	Description of Exhibit
	99.1	Press release issued August 8, 2024
	104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

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 hereunto duly authorized.

	INGLES MARKETS, INCORPORATED
	(Registrant)


Date: August 8, 2024	By:	/s/ Patricia E. Jackson
		Patricia E. Jackson
		Chief Financial Officer

Exhibit 99.1

PRESS RELEASE

Ingles Markets, Inc.

Contact: Pat Jackson, Chief Financial Officer

pjackson@ingles-markets.com

(828) 669-2941 (Ext. 223)

August 8, 2024

For Immediate Release

Ingles Markets, Incorporated Reports Results for Third Quarter

and First Nine Months of Fiscal 2024

ASHEVILLE, N.C. - Ingles Markets, Incorporated (NASDAQ: IMKTA) today reported results for the three and nine months ended June 29, 2024.

Robert P. Ingle II, Chairman of the Board, stated, “We continue to stay focused on our goal of providing excellent customer service and products at affordable prices. We would like to thank all our associates for their hard work and dedication.”

Third Quarter Results

Net sales totaled $1.39 billion for the quarter ended June 29, 2024, compared with $1.43 billion for the quarter ended June 24, 2023.

Gross profit for the third quarter of fiscal 2024 totaled $329.8 million, or 23.7% of sales. Gross profit for the third quarter of fiscal 2023 was $338.1 million, or 23.6% of sales.

Operating and administrative expenses for the third quarter of fiscal 2024 totaled $286.3 million compared with $270.9 million for the third quarter of fiscal 2023.

Interest expenses totaled $5.4 million for the third quarter of fiscal 2024 and for the third quarter of fiscal 2023.

Net income totaled $31.7 million for the third quarter of fiscal 2024, as compared with $48.3 million for the third quarter of fiscal 2023. Basic and diluted earnings per share for Class A Common Stock were $1.71 and $1.67, respectively, for the quarter ended June 29, 2024, as compared with $2.60 and $2.54, respectively, for the quarter ended June 24, 2023. Basic and diluted earnings per share for Class B Common Stock were each $1.55 for the quarter ended June 29, 2024, as compared with $2.36 for the quarter ended June 24, 2023.

Nine Month Results

Net sales totaled $4.24 billion for the nine months ended June 29, 2024, as compared with $4.31 billion for the nine months ended June 24, 2023.

Gross profit for the nine months ended June 29, 2024, totaled $1.00 billion, or 23.6% of sales. Gross profit for the nine months ended June 24, 2023, totaled $1.04 billion, or 24.0% of sales.

Operating and administrative expenses totaled $860.8 million for the nine months ended June 29, 2024, as compared to $816.0 million for the nine months ended June 24, 2023.

Interest expenses totaled $16.7 million for the nine-month period ended June 29, 2024, and $16.1 million for the nine-month period ended June 24, 2023.

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PRESS RELEASE

Net income totaled $107.0 million for the nine-month period ended June 29, 2024, compared with $158.2 million for the nine-month period ended June 24, 2023. Basic and diluted earnings per share for Class A Common Stock were $5.76 and $5.63, respectively, for the nine months ended June 29, 2024, as compared with $8.51 and $8.33, respectively, for the nine months ended June 24, 2023. Basic and diluted earnings per share for Class B Common Stock were each $5.23 for the nine months ended June 29, 2024, as compared with $7.74 of basic and diluted earnings per share for the nine months ended June 24, 2023.

Capital expenditures for the June 2024 nine-month period totaled $143.0 million, compared with $137.1 million for the June 2023 nine-month period. Capital expenditures for the entire fiscal year 2024 are expected to be approximately $170 million to $190 million.

The Company currently has no outstanding borrowings under its $150.0 million line of credit. The Company believes its financial resources, including its line of credit and other internal and external sources of funds, will be sufficient to meet planned capital expenditures, debt service and working capital requirements for the foreseeable future.

About Ingles Markets, Incorporated

Ingles Markets, Incorporated is a leading grocer with operations in six southeastern states. Headquartered in Asheville, North Carolina, the Company operates 198 supermarkets. In conjunction with its supermarket operations, the Company operates neighborhood shopping centers, most of which contain an Ingles supermarket. The Company also owns a fluid dairy facility that supplies Ingles supermarkets and unaffiliated customers. To learn more about Ingles Markets visit ingles-markets.com.

Cautionary Note Regarding Forward-Looking Statements

This press release includes certain “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements may address, among other things, our expected financial and operational results and the related assumptions underlying our expected results. These forward-looking statements are distinguished by use of words such as “anticipate,” “aim,” “believe,” “continue,” “could,” “estimate,” “expect,” “intends,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “will,” “would” and the negative of these terms, and similar references to future periods. These statements are based on management’s current expectations and are subject to uncertainty and changes in circumstances. Actual results may differ materially from these expectations due to, among other things: business and economic conditions generally in the Company’s operating area, including inflation or deflation; shortages of labor, distribution capacity, and some product shortages; inflation in food, labor and gasoline prices; the Company’s ability to successfully implement our expansion and operating strategies; pricing pressures and other competitive factors, including online-based procurement of products the Company sells; sudden or significant changes in the availability of gasoline and retail gasoline prices; the maturation of new and expanded stores; general concerns about food safety; the Company’s ability to manage technology and data security; the availability and terms of financing; and increases in costs, including food, utilities, labor and other goods and services significant to the Company’s operations. Detailed information about these factors and additional important factors can be found in the documents that the Company files with the Securities and Exchange Commission, such as Form 10-K, Form 10-Q and Form 8-K. Forward-looking statements speak only as of the date the statements were made. The Company does not undertake an obligation to update forward-looking information, except to the extent required by applicable law.

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PRESS RELEASE

INGLES MARKETS, INCORPORATED

(Amounts in thousands except per share data)

Unaudited Financial Highlights

Condensed Consolidated Statements of Income (Unaudited)

	Three Months Ended				Nine Months Ended
	June 29,		June 24,		June 29,		June 24,
	2024		2023		2024		2023

Net sales	$	1,393,539	$	1,433,869	$	4,242,081	$	4,307,787
Gross profit		329,758		338,101		1,000,444		1,035,196
Operating and administrative expenses		286,250		270,911		860,839		815,981
Gain from sale or disposal of assets		643		116		8,982		1,493
Income from operations		44,151		67,306		148,587		220,708
Other income, net		3,554		2,115		10,542		5,291
Interest expense		5,359		5,442		16,653		16,133
Income tax expense		10,624		15,719		35,462		51,695
Net income	$	31,722	$	48,260	$	107,014	$	158,171

Basic earnings per common share – Class A	$	1.71	$	2.60	$	5.76	$	8.51
Diluted earnings per common share – Class A	$	1.67	$	2.54	$	5.63	$	8.33
Basic earnings per common share – Class B	$	1.55	$	2.36	$	5.23	$	7.74
Diluted earnings per common share – Class B	$	1.55	$	2.36	$	5.23	$	7.74

Additional selected information:
Depreciation and amortization expense	$	29,509	$	28,847	$	87,532	$	86,817
Rent expense	$	2,534	$	2,532	$	7,591	$	7,861

Condensed Consolidated Balance Sheets (Unaudited)

	June 29,		Sept. 30,
	2024		2023
ASSETS
Cash and cash equivalents	$	354,759	$	328,540
Receivables-net		99,610		107,571
Inventories		483,546		493,860
Other current assets		24,797		22,586
Property and equipment-net		1,497,177		1,431,872
Other assets		85,833		89,417
TOTAL ASSETS	$	2,545,722	$	2,473,846

LIABILITIES AND STOCKHOLDERS' EQUITY
Current maturities of long-term debt	$	17,521	$	17,527
Accounts payable, accrued expenses and current portion of other long-term liabilities		304,858		313,007
Deferred income taxes		65,187		67,187
Long-term debt		518,349		532,632
Other long-term liabilities		85,973		84,521
Total Liabilities		991,888		1,014,874
Stockholders' equity		1,553,834		1,458,972
TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY	$	2,545,722	$	2,473,846

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Document And Entity Information	Aug. 08, 2024
Document Information [Line Items]
Entity, Registrant Name	INGLES MARKETS, INCORPORATED
Document, Type	8-K
Document, Period End Date	Aug. 08, 2024
Entity, Incorporation, State or Country Code	NC
Entity, File Number	0-14706
Entity, Tax Identification Number	56-0846267
Entity, Address, Address Line One	P.O. Box 6676
Entity, Address, City or Town	Asheville
Entity, Address, State or Province	NC
Entity, Address, Postal Zip Code	28816
City Area Code	828
Local Phone Number	669-2941
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Class A Common Stock
Trading Symbol	IMKTA
Security Exchange Name	NASDAQ
Entity, Emerging Growth Company	false
Amendment Flag	false
Entity, Central Index Key	0000050493