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)

May 9, 2024

INGLES MARKETS, INCORPORATED

(Exact name of registrant as specified in its charter)

North Carolina	0-14706	56-0846267
(State or other jurisdiction	(Commission	(IRS Employer
of incorporation)	File Number)	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 May 9, 2024, Ingles Markets, Incorporated ("IMKTA") issued a press release announcing financial information for its second quarter ended March 30, 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 May 9, 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: May 9, 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	May 9, 2024
pjackson@ingles-markets.com	For Immediate Release
(828) 669-2941 (Ext. 223)

Ingles Markets, Incorporated Reports Results

for Second Quarter and First Six Months of Fiscal 2024

ASHEVILLE, N.C. - Ingles Markets, Incorporated (NASDAQ: IMKTA) today reported sales for the three and six months ended March 30, 2024.

Robert P. Ingle II, Chairman of the Board, stated, “We are pleased with our results and thank all our associates for their continued service to our customers and company.”

Second Quarter 2024 Results

Net sales totaled $1.37 billion for the quarter ended March 30, 2024, a decrease of 0.95% compared with $1.38 billion for the quarter ended March 25, 2023.

Gross profit for the second quarter of fiscal 2024 totaled $321.9 million, or 23.5% of sales. Gross profit for the second quarter of fiscal 2023 was $325.9 million, or 23.6% of sales.

Operating and administrative expenses for the second quarter of fiscal 2024 totaled $284.8 million, as compared with $268.9 million for the second quarter of fiscal 2023.

Interest expense totaled $5.6 million for the second quarter of fiscal 2024, as compared with $5.3 million for the second quarter of fiscal 2023.

Net income totaled $31.9 million for the second quarter of fiscal 2024, as compared with $40.5 million for the second quarter of fiscal 2023. Basic and diluted earnings per share for Class A Common Stock were $1.72 and $1.68, respectively, for the quarter ended March 30, 2024, as compared with $2.18 and $2.13, respectively, for the quarter ended March 25, 2023.

First Half Fiscal 2024 Results

First half fiscal 2024 net sales totaled $2.85 billion, a decrease of 0.88% compared with $2.87 billion in the first half of fiscal 2023.

Gross profit for the six months ended March 30, 2024, totaled $670.7 million, as compared with $697.1 million for the first six months of last fiscal year. Gross profit, as a percentage of sales, was 23.5% for the first half of fiscal 2024, compared with 24.3% for the first half of fiscal 2023.

Operating and administrative expenses totaled $574.6 million for the six months ended March 30, 2024, as compared to $545.1 million for the six months ended March 25, 2023.

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PRESS RELEASE

Interest expense increased to $11.3 million for the six-month period ended March 30, 2024, as compared with $10.7 million for the six-month period ended March 25, 2023. Total debt as of March 30, 2024, was $539.1 million compared with $556.7 million as of March 25, 2023.

Net income totaled $75.3 million for the six-month period ended March 30, 2024, as compared with $109.9 million for the six-month period ended March 25, 2023. Basic and diluted earnings per share for Class A Common Stock were $4.05 and $3.96, respectively, for the six months ended March 30, 2024, as compared to $5.92 and $5.79, respectively, for the six months ended March 25, 2023.

Capital expenditures for the first half of fiscal 2024 totaled $98.4 million compared with $91.4 million for the first half of fiscal 2023.

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				Six Months Ended
	March 30,		March 25,		March 30,		March 25,
	2024		2023		2024		2023

Net sales	$	1,367,480	$	1,380,604	$	2,848,542	$	2,873,918
Gross profit		321,885		325,940		670,686		697,095
Operating and administrative expenses		284,762		268,890		574,589		545,069
Gain from sale or disposal of assets		7,686		597		8,339		1,377
Income from operations		44,809		57,647		104,436		153,403
Other income, net		3,381		1,734		6,988		3,176
Interest expense		5,587		5,344		11,294		10,692
Income tax expense		10,704		13,497		24,838		35,976
Net income	$	31,899	$	40,540	$	75,292	$	109,911

Basic earnings per common share – Class A	$	1.72	$	2.18	$	4.05	$	5.92
Diluted earnings per common share – Class A	$	1.68	$	2.13	$	3.96	$	5.79
Basic earnings per common share – Class B	$	1.56	$	1.98	$	3.68	$	5.38
Diluted earnings per common share – Class B	$	1.56	$	1.98	$	3.68	$	5.38

Additional selected information:
Depreciation and amortization expense	$	29,249	$	28,864	$	58,023	$	57,970
Rent expense	$	2,664	$	2,740	$	5,057	$	5,329

Condensed Consolidated Balance Sheets (Unaudited)

	March 30,		Sept. 30,
	2024		2023
ASSETS
Cash and cash equivalents	$	302,018	$	328,540
Receivables-net		109,444		107,571
Inventories		479,130		493,860
Other current assets		26,530		22,586
Property and equipment-net		1,480,038		1,431,872
Other assets		89,148		89,417
TOTAL ASSETS	$	2,486,308	$	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		269,440		313,007
Deferred income taxes		63,561		67,187
Long-term debt		521,597		532,632
Other long-term liabilities		88,747		84,521
Total Liabilities		960,866		1,014,874
Stockholders' equity		1,525,442		1,458,972
TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY	$	2,486,308	$	2,473,846

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Document And Entity Information	May 09, 2024
Document Information [Line Items]
Entity, Registrant Name	INGLES MARKETS, INCORPORATED
Document, Type	8-K
Document, Period End Date	May 09, 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