UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON D.C. 20549

FORM 10-K

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

 

FORM 10-K

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

For the fiscal year ended September 29, 201226,  2015 

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

 

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

For the transition period from to .

 

Commission File Number 0-14706

 

INGLES MARKETS, INCORPORATED

(Exact name of registrant as specified in its charter)

 

North Carolina

56-0846267

(State or other jurisdiction of

incorporation or organization)

(I.R.S. Employer Identification No.)

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

28711

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number including area code: (828) 669-2941

Registrant’s telephone number including area code: (828) 669-2941

 

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

Title of each class

Name of each exchange on which registered

Class A Common Stock, $0.05 par value

The NASDAQ Global Market LLC

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

None

(Title of Class)

 

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.  YES ¨ NO þ.☒.

 

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.  YES ¨ NO þ.☒.

 

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

 

Indicate by check mark whether the registrant has submitted electronically and posted on its website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). YES þ NO ¨ NOT APPLICABLE ¨.

 

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. þ☒ 

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated fileror a smaller reporting company.company.  See definition of “accelerated filer,“large “large accelerated filer”and “smaller reporting company” in Rule 12b-2 of the Exchange Act.  (Check one):

 

Large accelerated filer ¨

Accelerated filer þ

Non-accelerated filer  ¨☐ 

Smaller reporting company ¨

(Do not check if a smaller reporting company)

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).  YES ¨ NO þ.☒.

 

As of March 23, 2012,28, 2015, the aggregate market value of voting stock held by non-affiliates of the registrant, based on the closing sales price of the Class A Common Stock on The NASDAQ Global Select Market on March 23, 2012,28, 2015, was approximately $234.6$680 million.  As of December 20, 2012,7, 2015, the registrant had12,957,150 13,925,326 shares of Class A Common Stock outstanding and11,302,626 6,334,450 shares of Class B Common Stock outstanding.

 

Certain information required in Part III hereof is incorporated by reference to the Proxy Statement for the registrant’s 20132016 Annual Meeting of Stockholders to be filed with the Securities and Exchange Commission pursuant to Regulation 14A no later than 120 days after the end of the fiscal year covered by this report.

 

 

1


Ingles Markets, Incorporated

 

Annual Report on Form 10-K

 

September 29, 201226, 2015

 

Page

PART I

Item 1.

Business

Business4
3 

Item 1A.

Risk Factors

11
10 

Item 1B.

Unresolved Staff Comments

15
13 

Item 2.

Properties

Properties15
13 

Item 3.

Legal Proceedings

16
14 

PART II

Item 5.

Market for Registrant’s Common Equity, and Related Stockholder Matters, and Issuer Purchases of Equity Securities

17
14 

Item 6.

Selected Financial Data

19
18 

Item 7.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

19
18 

Item 7A.

Quantitative and Qualitative Disclosures About Market Risks

32
29 

Item 8.

Financial Statements and Supplementary Data

34

Item 9.

Changes in and Disagreements with Accountants on Accounting and Financial Disclosure34
31 

Item 9A.

Controls and Procedures

34
31 

Item 9B.

Other Information

35
32 

PART III

Item 10.

Directors, Executive Officers and Corporate Governance

36
32 

Item 11.

Executive Compensation

36
32 

Item 12.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

36
32 

Item 13.

Certain Relationships and Related Transactions, and Director Independence

36
32 

Item 14.

Principal Accountant Fees and Services

36
32 

PART IV

Item 15.

Exhibits and Financial Statement Schedules

37
33 

2


This Annual Report of Ingles Markets, Incorporated (“Ingles” or the “Company”) contains certain forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). All statements other than statements of historical fact included in this Annual Report, including the statements under “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” “Business” and elsewhere regarding the Company’s strategy, future operations, financial position, estimated revenues, projected costs, projections, prospects and plans and objectives of management, are forward-lookingforward‑looking statements. The words “expect,” “anticipate,” “intend,” “plan,” “likely,” “goal,” “believe,” “seek” 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 herein. Such statements are based upon a number of assumptions and estimates whichthat 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, growth strategies, future 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:

 

business and economic conditions generally in the Company’s operating area, including inflation or deflation expectations;

·

business and economic conditions generally in the Company’s operating area, including inflation or deflation;

·

the Company’s ability to successfully implement our expansion and operating strategies;

·

pricing pressures and other competitive factors;

·

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 reduce costs and achieve improvements in operating results, including the effect of the new distribution facility opened during fiscal 2012;

·

the Company’s ability to reduce costs and achieve improvements in operating results;

·

the availability and terms of financing;

·

increases in costs, including food, utilities and other goods and services significant to the Company’s operations;

·

success or failure in the ownership and development of real estate;

·

changes in the laws and government regulations applicable to the Company;

·

other risks and uncertainties, including those described under the caption “Risk Factors.”

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 Annual Report or contemplated or implied by statements in this Annual Report. Given these risks and uncertainties, you are cautioned not to place undue reliance on such forward-looking statements.  The forward-looking statements included in this Annual Report are made only as of the date hereof.  The Company does not undertake and specifically declines any obligation to update any such statements or to publicly announce the results of any revisions to any of such statements to reflect future events or developments.

PART I

 

PART I

Item 1.BUSINESS

 

Item 1. BUSINESS

General

 

Ingles Markets, Incorporated (“Ingles” or the “Company”), a leading supermarket chain in the southeast United States, operates 203201 supermarkets in Georgia (74)(71), North Carolina (69)(71), South Carolina (36), Tennessee (21)(20), Virginia (2) and Alabama (1).

 

The Company’s strategy is to locate its supermarkets primarily in suburban areas, small towns and neighborhood shopping centers.  The Company remodels, expands and relocates stores in these communities and builds stores in new locations to retain and grow its customer base with an enhanced “one stop” product offering while retaining a high level of customer service and convenience.  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

3


products include fuel centers, pharmacies, health and beauty care products and general merchandise.  The Company also offers quality private label items.

 

The Company believes that customer service and convenience, modern stores and competitive prices on a broad selection of quality merchandise are essential to developing and retaining a loyal customer base. The Company has an ongoing renovation and expansion plan to add stores in its target market and modernize the appearance and layout of its existing stores.  The Company’s new and remodeled supermarkets provide an enhanced level of customer convenience in order to accommodate the lifestyle of today’s shoppers. Design features of the Company’s modern stores focus on selling high-growth, high-margin products including perishable departments featuring organic and home meal replacement items, in-store pharmacies, on-premises fuel centers, and an expanded selection of food and non-food items to provide a “one-stop” shopping experience.

 

Substantially all of the Company’s stores are located within 280 miles of its warehouse and distribution facilities, near Asheville, North Carolina.  During fiscal year 2012, theThe Company completed constructionoperates 1.65 million square feet of an additional 839,000 square foot warehouse and distribution facility adjacent to its current facility. Followingfacilities.  These facilities supply the expansion, the warehouse supplies the storescompany’s supermarkets with approximately 56%61% of the goods the Company sells.  The remaining 44%39% is purchased from third parties and is generally delivered directly to the stores.  The close proximity of the Company’s purchasing and distribution operations to its stores facilitates the timely distribution of consistently high quality meat, produceperishable and other perishablenon-perishable items.

 

To further ensure product quality, the Company also owns and operates a milk processing and packaging plant that supplies approximately 83%81%  of the milk products sold by the Company’s supermarkets as well as a variety of organic milk, fruit juices and bottled water products. In addition, the milk processing and packaging plant sells approximately 69%73% of its products to other retailers, food service distributors and grocery warehouses in 17 states, which provides the Company with an additional source of revenue.

 

Real estate ownership is an important component of the Company’s operations. The Company owns and operates 69155 of its supermarkets, either in free-standing stores or as the anchor tenant in an owned shopping centers, of which 57 contain an Ingles supermarket, and owns 95 additional properties that contain a free-standing Ingles store.center. Shopping center ownership provides tenant income and can enhance store traffic through the presence of additional products and services that complement grocery store operations. The Company also owns 1219 undeveloped sites suitable for a free-standing store.store or development by the Company or a third party. The Company’s owned real estate is generally located in the same geographic region as its supermarkets.

 

The Company was founded by Robert P. Ingle, who served as the Company’s Chief Executive Officer until his death in March 2011. He was succeeded as Chief Executive Officer by his son, Robert P. Ingle II.  As of September 29, 2012,26, 2015, Mr. Ingle II owned beneficially (as defined by the Exchange Act) approximately 87%75% of the combined voting power and 46%29% of the total number of shares of the Company’s outstanding Class A and Class B Common Stock (in each case including stock held by the Company’s Investment/Profit Sharing Plan and Trust of which Mr. Ingle II serves as one of the trustees). The Company became a publicly traded company in

September 1987. The Company’s Class A Common Stock is traded on The NASDAQ Global Select Market under the symbol “IMKTA.”  The Company’s Class B Common Stock is not publicly traded.

 

The Company was incorporated in 1965 under the laws of the State of North Carolina. Its principal mailing address is P.O. Box 6676, Highway 70, Asheville, North Carolina 28816, and its telephone number is 828-669-2941.  The Company’s website iswww.ingles-markets.com. www.ingles-markets.com.  Information on the Company’s website is not a part of and is not incorporated by reference into this Annual Report on Form 10-K.  The Company’s annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and amendments and supplements to these reports are available on the Company’s website as soon as reasonably practicable after they are filed with or furnished to the Securities and Exchange Commission.

 

4


Business

 

The Company operates three lines of business:one primary business segment, retail grocery sales, shopping center rentals and a fluid dairy processing plant.grocery.  Information about the Company’scompany’s operations by lines of business (in millions) is as follows (for information regarding the Company’s industry segments, see Note 11, “Lines of Business”“Segment Information” to the Consolidated Financial Statements of this Annual Report on Form 10-K):

  

   Fiscal Year Ended September
(dollars in millions)
 
   2012  2011  2010 

Revenues from unaffiliated customers:

          

Grocery sales

  $3,577.5     96.2 $3,428.7     96.0 $3,274.0     96.3

Shopping center rentals

   8.9     0.2  9.1     0.3  9.2     0.3

Fluid dairy

   131.9     3.6  131.2     3.7  116.0     3.4
  

 

 

   

 

 

  

 

 

   

 

 

  

 

 

   

 

 

 
  $3,718.3     100.0 $3,569.0     100.0 $3,399.2     100.0
  

 

 

   

 

 

  

 

 

   

 

 

  

 

 

   

 

 

 

Income from operations:

          

Grocery sales

  $111.5     90.0 $105.6     89.1 $96.3     88.0

Shopping center rentals

   1.4     1.2  1.9     1.6  1.8     1.6

Fluid dairy

   10.9     8.8  11.0     9.3  11.4     10.4
  

 

 

   

 

 

  

 

 

   

 

 

  

 

 

   

 

 

 
   123.8     100.0  118.5     100.0  109.5     100.0
    

 

 

    

 

 

    

 

 

 

Other income, net

   3.5      4.2      4.2    

Interest expense

   60.0      62.0      64.9    
  

 

 

    

 

 

    

 

 

   

Income before income taxes

  $67.3     $60.7     $48.8    
  

 

 

    

 

 

    

 

 

   

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Fiscal Year Ended September

 

 

(dollars in millions)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2015

 

2014

 

2013

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Revenues from unaffiliated customers:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Grocery

 

$

1,387.2 

 

 

 

$

1,397.9 

 

 

 

$

1,424.9 

 

 

Non-foods

 

 

769.2 

 

 

 

 

729.9 

 

 

 

 

707.2 

 

 

Perishables

 

 

981.2 

 

 

 

 

937.4 

 

 

 

 

899.0 

 

 

Gasoline

 

 

498.2 

 

 

 

 

618.1 

 

 

 

 

568.7 

 

 

Total retail

 

 

3,635.8 

 

96.2% 

 

 

3,683.3 

 

96.0% 

 

 

3,599.8 

 

96.3% 

Other

 

 

142.8 

 

3.8% 

 

 

152.7 

 

4.0% 

 

 

138.7 

 

3.7% 

 

 

$

3,778.6 

 

100.0% 

 

$

3,836.0 

 

100.0% 

 

$

3,738.5 

 

100.0% 

Income from operations:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Retail

 

$

126.1 

 

90.6% 

 

$

112.0 

 

90.8% 

 

$

114.4 

 

91.1% 

Other

 

 

13.1 

 

9.4% 

 

 

11.4 

 

9.2% 

 

 

11.1 

 

8.9% 

 

 

 

139.2 

 

100.0% 

 

 

123.4 

 

100.0% 

 

 

125.5 

 

100.0% 

Other income, net

 

 

2.3 

 

 

 

 

3.0 

 

 

 

 

2.9 

 

 

Interest expense

 

 

47.0 

 

 

 

 

46.6 

 

 

 

 

59.1 

 

 

Loss on early extinguishment of debt

 

 

 

 

 

 

 

 

 

 

43.1 

 

 

Income before income taxes

 

$

94.5 

 

 

 

$

79.8 

 

 

 

$

26.2 

 

 

 

Sales by product category for fiscal years 2012, 2011“Other” consists of fluid dairy operations and 2010, respectively, are as follows:shopping center rentals. 

 

   Fiscal Year Ended September
(dollars in millions)
 
   2012   2011   2010 

Grocery

  $1,447.5    $1,397.9    $1,366.5  

Non-foods

   710.0     690.2     684.5  

Perishables

   866.2     825.1     787.1  

Gasoline

   553.8     515.5     435.9  
  

 

 

   

 

 

   

 

 

 

Total grocery segment

  $3,577.5    $3,428.7    $3,274.0  
  

 

 

   

 

 

   

 

 

 

 

The grocery category includes grocery, dairy and frozen foods.

The non-foods category includes alcoholic beverages, tobacco, pharmacy, health and video.

The perishables category includes meat, produce, deli and bakery.

Supermarket Operations

 

The Company’s strategy is to locate its supermarkets primarily in suburban areas, small towns and rural communities. At September 29, 2012,26, 2015, the Company operated 194192 supermarkets under the name “Ingles,” and 9nine supermarkets under the name “Sav-Mor” with locations in western North Carolina, western South Carolina, northern Georgia, eastern Tennessee, southwestern Virginia and northeastern Alabama. The “Sav-Mor” store concept accommodates smaller shopping areas and carries dry groceries, dairy, fresh meat and produce, all of which are displayed in a modern, readily accessible environment.

5


 

The following table sets forth certain information with respect to the Company’s supermarket operations.

 

   Number of Supermarkets
at Fiscal

Year Ended September
   Percentage of Total
Net Sales for Fiscal
Year Ended September
 
   2012   2011   2010   2012  2011  2010 

North Carolina

   69     69     69     38  38  39

South Carolina

   36     36     36     19  19  19

Georgia

   74     74     73     34  34  33

Tennessee

   21     21     21     9  9  9

Virginia

   2     2     2     —      —      —    

Alabama

   1     1     1     —      —      —    
  

 

 

   

 

 

   

 

 

   

 

 

  

 

 

  

 

 

 
   203     203     202     100  100  100
  

 

 

   

 

 

   

 

 

   

 

 

  

 

 

  

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Number of Supermarkets

 

Percentage of Total

 

 

at Fiscal

 

Net Sales for Fiscal

 

 

Year Ended September

 

Year Ended September

 

 

2015

 

2014

 

2013

 

2015

 

2014

 

2013

North Carolina

 

71 

 

71 

 

70 

 

41% 

 

40% 

 

39% 

South Carolina

 

36 

 

36 

 

36 

 

18% 

 

18% 

 

18% 

Georgia

 

71 

 

71 

 

73 

 

33% 

 

33% 

 

34% 

Tennessee

 

20 

 

21 

 

21 

 

8% 

 

9% 

 

9% 

Virginia

 

 

 

 

 

 

Alabama

 

 

 

 

 

 

 

 

201 

 

202 

 

203 

 

100% 

 

100% 

 

100% 

 

The Company believes that today’s supermarket customers are focused on convenience, quality and value in an attractive store environment. As a result, the Company’s “one-stop” shopping experience combines a high level of customer service, convenience-oriented quality product offerings and low overall pricing. The Company’s modern stores provide products and services such as home meal replacement items, delicatessens, bakeries, floral departments, greeting cards and broad selections of organic, beverage and health-related items. At September 29, 2012,26, 2015, the Company operated 8197 pharmacies and 7288 fuel stations. The Company plans to continue to incorporate these departments in substantially all future new and remodeled stores.  The Company trains its employees to provide friendly service and to actively address the needs of customers. These employees reinforce the Company’s distinctive service-oriented image.

 

Selected statistics on the Company’s supermarket operations are presented below:

 

   Fiscal Year Ended September 
   2012   2011   2010   2009   2008 

Weighted Average Sales Per Store (000’s) (1)

  $17,623    $16,698    $16,241    $15,744    $15,806  

Total Square Feet at End of Year (000’s)

   11,015     11,013     10,812     10,686     10,196  

Average Total Square Feet per Store

   54,262     54,252     53,524     53,432     51,756  

Average Square Feet of Selling Space per Store (2)

   37,984     37,977     37,467     37,403     36,229  

Weighted Average Sales per Square Foot of Selling Space (1) (2)

   464     437     434     425     448  

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

��

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Fiscal Year Ended September

 

 

2015

 

2014

 

2013

 

2012

 

2011

Weighted Average Sales Per Store (000’s) (1)

 

$

18,003 

 

$

18,267 

 

$

17,728 

 

$

17,623 

 

$

16,698 

Total Square Feet at End of Year (000’s)

 

 

11,049 

 

 

11,063 

 

 

11,076 

 

 

11,015 

 

 

11,013 

Average Total Square Feet per Store

 

 

54,974 

 

 

54,770 

 

 

54,561 

 

 

54,262 

 

 

54,252 

Average Square Feet of Selling Space per Store (2)

 

 

38,482 

 

 

38,339 

 

 

38,193 

 

 

37,984 

 

 

37,977 

Weighted Average Sales per Square Foot of Selling Space (1) (2)

 

 

470 

 

 

476 

 

 

465 

 

 

464 

 

 

437 

(1)

(1)

Weighted average sales per store include the effects of increases in square footage due to the opening of replacement stores and the expansion of stores through remodeling during the periods indicated, and gasoline sales.  The decrease in weighted average sales per square foot of selling space during fiscal year 2015 is attributable to significantly lower gasoline prices.

(2)

(2)

Selling space is estimated to be 70% of total interior store square footage.

 

Merchandising

 

The Company’s merchandising strategy is designed to create a comprehensive and satisfying shopping experience that blends value and customer service with variety, quality and convenience. Management believes

that this strategy fosters a loyal customer base by establishing a reputation for providing high quality products and a variety of specialty departments.

 

The Company’s stores carry broad selections of quality meats, produce and other perishables.  The Company offers a wide variety of fresh and non-perishable organic products, including organic milk produced by the Company’s fluid dairy plant.   Management believes that supermarkets offering a broad array of products and time-saving services are perceived by customers as part of a solution to today’s lifestyle demands. Accordingly, a principal component of the Company’s merchandising strategy is to design stores that offer a “one-stop” shopping experience.  The Company operates fuel stations

6


at 88 of its store locations.  The Company believes fuel stations give customers a competitive fuel choice and increase store traffic by allowing customers to consolidate trips.

 

A selection of prepared foods and home meal replacements are featured throughout Ingles’ deli, bakery, produce and meat departments to provide customers with easy meal alternatives that they can eat at home.home or in the store. Many stores offer daily selections of home meal replacement items, such as rotisserie chicken and pork, Italianinternational foods, fried chicken, meat loaf and other entrees, sandwiches, pre-packaged salads, sushi, cut fruit and prepared fresh vegetables. The bakery offers an expanded selection of baked goods and self-service selections. Ingles bakes most of its items on site, including bread baked daily, cakes made to order in various sizes, donuts and other pastries. The deli offers salad, chicken wing and olive bars, an expanded offering of cheeses, gourmet items and home meal replacement items. The Company also provides its customers with an expanded selection of frozen food items (including organics) to meet the increasing demands of its customers.

 

The Company operates fuel stations at 72 of its store locations. The Company believes fuel stations give customers a competitive fuel choice and increase store traffic by allowing customers to consolidate trips. Most new and expanded stores are designed to include a fuel station on the store property. The Company also adds fuel stations at existing stores based on its evaluation of local competition, the potential effect on overall store profitability and the availability of space on the existing property or an adjacent outparcel.

Ingles intends to continue to increase sales of its private label brands, which typically carry higher margins than comparable branded products.  Ingles’ private labels cover a broad range of products throughout the store, such as milk, bread, organic products, soft drinks and canned goods.  In addition to increasing margins, Ingles believes that private label sales help promote customer loyalty and provide a value-priced alternative to national brands.

 

The Company seeks to maintain a reputation for providing friendly service, quality merchandise and customer value and for its commitment to locally-sourced product and community involvement. The Company employs various advertising and promotional strategies to reinforce the quality and value of its products. The Company promotes these attributes using traditional advertising vehicles including radio, television, direct mail and newspapers, as well as electronic and social media. The Ingles Advantage Card is designed to foster customer loyalty by providing information to better understand the Company’s customers’ shopping patterns.

 

Purchasing and Distribution

 

The Company currently supplies approximately 56%61% of its supermarkets’ inventory requirements from its modern warehouse and distribution facilities.  In fiscal 2012, the Company completed construction of an approximately 839,000 square foot warehouse and distribution facility adjacent to its existing facility. This addition included new energy-efficient space for meat and produce products, and allows the Company to self-distribute frozen foods, general merchandise, health, beauty and cosmetic items. The new facility includes the production of bagged ice cubes and a slicing/packaging area for cheese and other products. The Company has 1,649,0001.65 million square feet of office, warehouse and distribution facilities at its headquarters near Asheville, North Carolina. The Company believes that its warehouse and distribution facilities will contain sufficient capacity for the continued expansion of its store base for the foreseeable future.

 

The Company’s centrally managed purchasing and distribution operations provide several advantages, including the ability to negotiate and reduce the cost of merchandise, decrease overhead costs and better manage its inventory at both the warehouse and store level. From time to time, the Company engages in advance

purchasing on high-turnover inventory items to take advantage of special prices offered by manufacturers for limited periods. The Company’s ability to take advantage of advance purchasing is limited by several factors including carrying costs and warehouse space.

Prior to the completion of the new warehouse and distribution facility in fiscal 2012, a significant portion of the Company’s other inventory requirements, primarily frozen food and slower moving items that the Company prefers not to stock were purchased from Merchant Distributors, Inc. (“MDI”), a wholesale grocery distributor with which the Company has had a continuing relationship since its inception. Purchases from MDI were approximately $201 million in fiscal 2012, $274 million in fiscal 2011 and $269 million in fiscal 2010. Additionally, MDI purchases product from Milkco, Inc., the Company’s fluid dairy subsidiary, and these purchases totaled approximately $39 million in fiscal 2012, $42 million in fiscal 2011 and $38 million in fiscal 2010. The Company purchases items from MDI based on cost plus a handling charge. MDI owned approximately 2% of the Company’s Class A Common Stock and approximately 1% of the Company’s Class B Common Stock at September 29, 2012, which equals 1.4% of the total voting power. The Company believes that alternative sources of supply are readily available from other third parties.

  

The remaining 44%39% of the Company’s inventory requirements, primarily beverages, gasoline, bread and snack foods, are supplied directly to the Company’s supermarkets by local distributors and manufacturers.

 

Goods from the warehouse and distribution facilities and the milk processing and packaging plant are distributed to the Company’s stores by a fleet of 127177 tractors and 549689 trailers that the Company operates and maintains, including tractors and trailers that the Company leases.maintains.  The Company invests on an ongoing basis in the maintenance, upgrade and replacement of its tractor and trailer fleet.  The Company also operates truck servicing and fuel storage facilities at its warehouse and distribution facilities. The Company reduces its overall distribution costs by capitalizing on back-haul opportunities (contracting to transport merchandise on trucks that would otherwise be empty). and by providing freight services for Milkco and for independent third parties.

 

The Company receives product recall information from various subscription, government and vendor sources.  Upon receipt of recall information, the Company immediately contacts each of its stores to have the recalled product removed from the shelves, and disposes of the product as instructed.  The Company has a policy of refunding and/or replacing any goods returned by customers.  The details of this policy are posted inside each of the Company’s stores.

 

Store Development, Expansion and Remodeling

 

The Company believes that the appearance and design of its stores are integral components of its customers’ shopping experience and aims to develop one of the most modern supermarket chains in the industry. The ongoing modernization of the Company’s store base involves (i) the construction of new stores with continuously updated designs, and (ii) the replacement or complete remodeling and expansion of existing stores. The Company’s goal is to maintain clean, well-lit stores with attractive architectural and display features that enhance the image of its stores as catering to the changing lifestyle needs of quality-conscious consumers who demand increasingly diverse product offerings.

7


 

The Company is focused primarily on developing owned stores. Management believes that owning stores provides the Company with flexible, lower all-in occupancy costs. The construction of new stores by independent contractors is closely monitored and controlled by the Company.

 

The Company renovates and remodels stores in order to increase customer traffic and sales, respond to existing customer demand, compete effectively against new stores opened by competitors and support its quality image merchandising strategy. The Company decides to complete a major remodel of an existing store based on its evaluation of the competitive landscape of the local marketplace. A major remodel and expansion provides the quality of facilities and product offerings identical to that of a new store, capitalizing upon the existing customer

base. The Company retains the existing customer base by keeping the store in operation during the entire remodeling process. The Company may elect to relocate, rather than remodel, certain stores where relocation provides a more convenient location for its customers and is more economical.

 

The following table sets forth, for the periods indicated, the Company’s new store development and store remodeling activities and the effect this program has had on the average size of its stores.stores: 

 

   2012   2011   2010   2009   2008 

Number of Stores:

          

Opened (1)

   —       1     2     4     2  

Closed (1)

   —       —       —       1     2  

Major remodels and replacements

   —       3     2     6     10  

Stores open at end of period

   203     203     202     200     197  

Size of Stores:

          

Less than 30,000 sq. ft.

   15     15     15     13     14  

30,000 up to 41,999 sq. ft.

   40     40     40     41     42  

42,000 up to 51,999 sq. ft.

   26     26     27     27     28  

At least 52,000 sq. ft.

   122     122     120     119     113  

Average store size (sq. ft.)

   54,262     54,252     53,524     53,432     51,756  

 

(1)Excludes new stores opened to replace existing stores.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2015

 

2014

 

2013

 

2012

 

2011

Number of Stores:

 

 

 

 

 

 

 

 

 

 

Opened (1)

 

 

 

 

 

Closed (1)

 

 

 

 

 

Major remodels and replacements

 

—  

 

—  

 

—  

 

 

Stores open at end of period

 

201 

 

202 

 

203 

 

203 

 

203 

Size of Stores:

 

 

 

 

 

 

 

 

 

 

Less than 30,000 sq. ft.

 

15 

 

15 

 

15 

 

15 

 

15 

30,000 up to 41,999 sq. ft.

 

39 

 

39 

 

39 

 

40 

 

40 

42,000 up to 51,999 sq. ft.

 

24 

 

25 

 

26 

 

26 

 

26 

At least 52,000 sq. ft.

 

123 

 

123 

 

123 

 

122 

 

122 

Average store size (sq. ft.)

 

54,974 

 

54,770 

 

54,561 

 

54,262 

 

54,252 

 

The Company has historically expanded its store base by acquiring or leasing supermarket sites and constructing(1)Excludes new stores opened to its specifications. From time to time, however, the Company may consider the acquisition ofreplace existing supermarkets as such opportunities become available.stores.

 

The Company’s ability to open new stores is subject to many factors, including the acquisition of satisfactory sites and the successful negotiation of new leases, and may be limited by zoning and other governmental regulation. In addition, the Company’s expansion, remodeling and replacement plans are continually reviewed and are subject to change. See the “Liquidity and Capital Resources” section included in “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations” regarding the Company’s capital expenditures.

 

Competition

 

The supermarket industry is highly competitive and characterized by narrow profit margins. The degree of competition the Company’s stores encounter varies by location, primarily based on the size of the community in which the store is located and its proximity to other communities. The Company’s principal competitors are, in alphabetical order, Aldi, Inc., Bi-Lo, LLC., Food City (K-VA-T Food Stores, Inc.), Food Lion (Delhaize America, Inc.), The Kroger Co., Publix Super Markets, Inc., Target Corporation, and Wal-Mart Stores, Inc. Increasingly over the last few years, competition for consumers’ food dollars has intensified due to the addition of, or increase in, food sections by many types of retailers such as specialty grocers, drug and convenience stores, national general merchandisers and discount retailers, membership clubs, warehouse stores and super centers. Restaurants are another significant competitor for food dollars.by restaurants. 

 

Supermarket chains generally compete on the basis of location, quality of products, service, price, convenience, product variety and store condition.

 

The Company believes its competitive advantages include convenient locations, the quality of service it provides its customers, competitive pricing, product variety and quality and a pleasant shopping environment, which is enhanced by its ongoing modernization program.

By concentrating its operations within a relatively small geographic region, the Company is also positioned to more carefully monitor its markets, and the needs of its customers within those markets. The Company’s senior executives live and work in the Company’s operating region, thereby allowing management to quickly identify changes in needs and customer preference. Because of the Company’s size, store managers have direct access to corporate management and are able to

8


receive quick decisions regarding requested changes in operations. The Company can then move quickly to make adjustments in its business in response to changes in the market and customer needs.

The Company’s large national and international competitors’ primary advantages are related to their size. These larger organizations may have an advantage through stronger buying power and more significant capital resources.

  

The Company’s management monitors competitive activity and regularly reviews and periodically adjusts the Company’s marketing and business strategies as management deems appropriate in light of existing conditions in the Company’s region. The Company’s ability to remain competitive in its changing markets will depend in part on its ability to pursue its expansion and renovation programs and its response to remodeling and new store openings by its competitors.

 

Seasonality

 

Sales in the grocery segment of the Company’s business 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 quarters, sales are affected by the return of customers to seasonal homes in the Company’s market area. The Company’s fluid dairy segment of the Company’s business hasoperations have a slight seasonal variation to the extent of its sales into the grocery industry. The Company’s real estate segment isoperations are not subject to seasonal variations.

 

Employees and Labor Relations

 

At September 29, 2012,26, 2015, the Company had approximately 20,80025,000 non-union employees, of which 90%92% were supermarket personnel. Approximately 61%63% of these employees work on a part-time basis. Management considers employee relations to be good. The Company values its employees and believes that employee loyalty and enthusiasm are key elements of its operating performance.

 

Trademarks and Licenses

 

The Company employs various trademarks and service marks in its business, the most important of which are its own “Laura Lynn” and “Harvest Farms” private label trademark,trademarks, “The Ingles Advantage” service mark, and the “Ingles” service mark. These service marks and the trademarktrademarks are federally registered in the United States pursuant to applicable intellectual property laws and are the property of Ingles. In addition, the Company uses the “Sealtest,” “Pet,” “Biltmore” and “Light N’ Lively” trademarks pursuant to agreements entered into in connection with its fluid dairy processing plant segment.  The Company believes it has all material licenses and permits necessary to conduct its business.

 

The current expiration dates for significant trade and service marks are as follows: “Ingles” —December– December 9, 2015; “Laura Lynn” —March– March 13, 2014;2024; “Harvest Farms” – August 5, 2024; and “The Ingles Advantage” —August– August 30, 2015.2025.  Each registration may be renewed for an additional ten-year term prior to its expiration. The Company intends to file all renewals timely. Each of the Company’s trademark license agreements has a one year term which, with respect to one license, is automatically renewed annually, unless the owner of the trademark provides notice of termination prior to the expiration date and, with respect to the other licenses, are renewed periodically by letter from the licensor.  The Company currently has fivethree pending applications for additional trademarks or service marks.

Environmental Matters

 

Under applicable environmental laws, the Company may be responsible for remediation of environmental conditions and may be subject to associated liabilities relating to its stores and other buildings and the land on which such stores and other buildings are situated (including responsibility and liability related to its operation of its gas stations and the storage of gasoline in underground storage tanks), regardless of whether the Company leases or owns the stores, other buildings or land in question and regardless of whether such environmental conditions were created by the Company or by a prior owner or tenant. The Company’s liabilities may also include costs and judgments resulting from lawsuits brought by private litigants. The presence of contamination from hazardous or toxic substances, or the failure to properly remediate such contaminated property, may adversely affect the Company’s ability to sell or rent such real property or to borrow using such real property as collateral. Although theThe Company typically conducts an environmental review prior to acquiring or leasing new stores, other buildings or raw land, there can be no assurance that environmental conditions relating to prior, existing or future stores, other buildings or the real properties on which such stores or other buildings are situated will not have a material adverse effect on the Company’s business, financial condition and results of operations.land.

 

Federal, state and local governments could enact laws or regulations concerning environmental matters that affect the Company’s operations or facilities or increase the cost of producing or distributing the Company’s products. The Company believes that it currently conducts its operations, and in the past has conducted its operations, in substantial compliance with applicable environmental laws. The Company, however, cannot predict the environmental liabilities that may result from legislation or regulations adopted in the future, the effect of which could be retroactive. Nor can the Company predict how existing or future laws and regulations will be administered or interpreted or what environmental conditions may be found to exist at its facilities or at other properties where the Company or its predecessors have arranged for the disposal of hazardous substances. The enactment of more stringent laws or regulations or stricter interpretation of existing laws and regulations could require expenditures by the Company, some of which could have a material adverse effect on its business, financial condition and results of operations.

9


 

The Company strives to employ sound environmental operating policies, including recycling cardboard packaging, recycling wooden pallets, and re-circulating some water used in its car washes.  The Company offers reusable shopping bags to its customers and will pack groceries in bags brought in by its customers.  The Company’s store modernization plans include energy efficient lighting and refrigeration equipment.

 

Government Regulation

 

The Company is subject to regulation by a variety of governmental agencies, including, but not limited to, the U.S. Food and Drug Administration, the U.S. Department of Agriculture, the Occupational Health and Safety Administration and other federal, state and local agencies. The Company’s stores are also subject to local laws regarding zoning, land use and the sale of alcoholic beverages. The Company believes that its locations are in material compliance with such laws and regulations.

Item 1A.RISK FACTORS

Item 1A. RISK FACTORS

 

Below is a series of risk factors that may affect the Company's business, financial condition and/or results of operations. Other risk factors are contained in "Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations" and the Notes to the Consolidated Financial Statements of this Annual Report on Form 10-K. These and such other risk factors may not be exhaustive.  The Company operates in a continually changing business environment, and new risk factors emerge from time to time. Management cannot predict such new risk factors, nor can it assess the impact, if any, of these risk factors on the Company's business, financial condition and/or results of operations or the extent to which any factor or combination of factors may impact of any of these areas.

The Company’s expansion and renovation plans may not be successful which may adversely affect the Company’s business and financial condition due to the capital expenditures and management resources required to carry out the Company’s plans.

 

The Company has spent, and intends to continue to spend, significant capital and management resources on the development and implementation of the Company’s expansion and renovation plans. These plans, if implemented, may not be successful, may not improve operating results and may have an adverse effect on cash flow and management resources due to the significant amount of capital invested and management time expended.

 

The level of sales and profit margins in the Company’s existing stores may not be duplicated in the Company’s new stores, depending on factors such as prevailing competition, development cost, and the Company’s market position in the surrounding community. The operational benefits of the new distribution facility may not meet the Company’s expectations. These factors could have an adverse effect on the Company’s business, financial condition and/or results of operations.

 

The Company’s warehouse and distribution center and milk processing and packaging plant, as well as all of the Company’s stores, are concentrated in the Southeastern United States, which makes it vulnerable to economic downturns, natural disasters and other adverse conditions or other catastrophic events in this region.

 

The Company operates in the Southeastern United States, and its performance is therefore heavily influenced by economic developments in the Southeast region. The Company’s headquarters, warehouse and distribution center and milk processing and packaging plant are located in North Carolina and all of the Company’s stores are located in the Southeast region. As a result, the Company’s business may be more susceptible to regional factors than the operations of more geographically diversified competitors. These factors include, among others, changes in the economy, weather conditions, demographics and population.

 

The Company has, and expects to continue to have, a significant amount of indebtedness.

 

At September 29, 2012,26, 2015, the Company had total consolidated indebtedness for borrowed money of $835.2$895.3 million and has $126.7$164.1 million available under a $175.0 million of committed line of credit.  A portion of the Company’s cash flow is used to service such indebtedness.  The Company owns a significant amount of real estate, which has been and will continue to be a factor in the Company’s overall level of indebtedness.  Real estate can be used as collateral for indebtedness and can be sold to reduce indebtedness.  The Company’s significant indebtedness could have important consequences, including the following:

It may be difficult for the Company to satisfy its obligations under its existing credit facilities and its other indebtedness and commitments;10

 

The Company is required to use a portion of its cash flow from operations to pay interest on its current and future indebtedness, which may require the Company to reduce funds available for other purposes;


 

The Company may have a limited ability to obtain additional financing, if needed, to fund additional projects, working capital requirements, capital expenditures, debt service, general corporate or other obligations; and

The

it may be difficult for the Company to satisfy its obligations under its existing credit facilities and its other indebtedness and commitments;

the Company is required to use a portion of its cash flow from operations to pay interest on its current and future indebtedness, which may require the Company to reduce funds available for other purposes;

the Company may have to use a greater portion of its cash flow from operations to pay interest, if interest rates increase;

the Company may have a limited ability to obtain additional financing, if needed, to fund additional projects, working capital requirements, capital expenditures, debt service, general corporate or other obligations; and

the Company may be placed at a competitive disadvantage to its competitors that are not as highly leveraged.

 

Disruptions in the capital markets could adversely affect the Company’s ability to fund its liquidity needs and its expansion and renovation plans.

Disruptions in the capital markets as a result of uncertainty, changing or increased regulation, reduced alternatives or failures of significant financial institutions could adversely affect the Company’s access to liquidity needed for its business. Any disruption could limit the Company’s access to capital and raise its cost of

capital to the extent available and require the Company to take measures to conserve cash until the markets stabilize or until alternative credit arrangements or other funding for its business needs can be arranged. Such measures could include deferring capital expenditures, dividend payments or other discretionary uses of cash.

The Company’s principal stockholder, Robert P. Ingle II, has the ability to elect a majority of the Company’s directors, appoint new members of management and approve many actions requiring stockholder approval.

 

Mr. Ingle II’s beneficial ownership (as defined by the Exchange Act) represents approximately 87%75% of the combined voting power of all classes of the Company’s capital stock as of September 29, 2012.26, 2015.  As a result, Mr. Ingle II has the power to elect a majority of the Company’s directors and approve any action requiring the approval of the holders of the Company’s Class A Common Stock and Class B Common Stock, including adopting certain amendments to the Company’s charter and approving mergers or sales of substantially all of the Company’s assets. Currently, two of the Company’s eight directors are members of the Ingle family.

 

The Company is a Controlled Company under the NASDAQ Marketplace Rules.  As a result, the Company is exempt from certain of NASDAQ’s corporate governance policies, including the requirements that the majority of Directors be independent (as defined in NASDAQ rules), and that the Company have a nominating committee for Director candidates.

 

If the Company loses the services of its key personnel, the Company’s business could suffer.

 

The Company’s continued success depends upon the availability and performance of the Company’s executive officers, including Robert P. Ingle II, who possess unique and extensive industry knowledge and experience. The loss of the services of any of the Company’s executive officers or other key employees could adversely affect the Company’s business.

 

Various aspects of the Company’s business are subject to federal, state and local laws and regulations. The Company’s compliance with these regulations may require additional capital expenditures and could adversely affect the Company’s ability to conduct the Company’s business as planned.

 

The Company is subject to federal, state and local laws and regulations relating to zoning, land use, work place safety, public health, community right-to-know, beer and wine sales, country of origin labeling of food products, pharmaceutical sales and gasoline station operations. Furthermore, the Company’s business is regulated by a variety of governmental agencies, including, but not limited to, the U.S. Food and Drug Administration, the U.S. Department of Agriculture, and the Occupational Health and Safety Administration.  Employers are also subject to laws governing their relationship with employees, including minimum wage requirements, overtime, working conditions, insurance coverage, disabled access and work permit requirements. Recent and proposed regulation has had or may have a future impact on the cost of insurance benefits for employees and on the cost of processing debit and credit card transactions.  Compliance with, or changes in, these laws could reduce the revenue and profitability of the Company’s supermarkets and could otherwise adversely affect the Company’s business, financial condition or results of operations.

 

The Company is also subject to various state and federal environmental laws relating to the Company’s stores, gas stations, distribution facilities and use of hazardous or toxic substances. As a result of these laws, the Company could be responsible for remediation of environmental conditions and may be subject to associated liabilities.

The Company is affected by certain operating costs which could increase or fluctuate considerably.

 

The Company depends on qualified employees to operate the Company’s stores and may be affected by future labor markets. A shortage of qualified employees could require the Company to enhance the Company’s wage and benefit package in order to better compete for and retain qualified employees, and the Company may

not be able to recover these increased labor costs through price increases charged to customers, which could significantly increase the Company’s operating costs.

 

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. 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 and analyses performed by actuaries engaged by the Company. 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.

 

11


The Company could be significantly affected by requirements of the Affordable Care Act.  The enacted provisions of the Affordable Care Act did not have a significant impact on the Company’s financial statements for the three fiscal years ended September 26, 2015.

Energy and utility costs have been volatile in recent years, during which time the Company has expanded its store square footage.  The Company attempts to increase its energy efficiency during store construction and remodeling through the use of energy-saving equipment and construction.

 

The Company is subject to risks related to information systems and data security.

The Company’s business is dependent on information technology systems. These complex systems are an important part of ongoing operations.  If the Company we were to experience disruption in these systems, did not maintain existing systems properly, or did not implement new systems appropriately, operations could suffer.

The Company has implemented procedures to protect its information technology systems and data necessary to conduct ongoing operations.  The Company, cannot, however, be certain that all of these systems and data are entirely free from vulnerability to attack.

Compliance with tougher privacy and information security laws and standards, including protection of customer debit and credit card information, may result in higher investments in technology and changes to operational processes.

The Company is affected by the availability and wholesale price of gasoline and retail gasoline prices, all of which can fluctuate quickly and considerably.

 

The Company operates fuel stations at 7288 of its store locations.  While the Company obtains gasoline and diesel fuel from a number of different suppliers, long-term disruption in the availability and wholesale price of gasoline for resale could have a material adverse effect on the Company’s business, financial condition and/or results of operations.

 

Fluctuating fuel costs adversely affect the Company’s operating costs which depend on fuel for the Company’s fleet of tractors and trailers which distribute goods from the Company’s distribution facility and for the Company’s fluid dairy operations.

 

Furthermore, fluctuating fuel costs could have an adverse effect on the Company’s total gasoline sales (both in terms of dollars and gallons sold), the profitability of gasoline sales, and the Company’s plans to develop additional fuel centers. Also, retail gas price volatility could diminish customer usage of fueling centers and, thus, adversely affect customer traffic at the Company’s stores.

 

The Company’s industry is highly competitive. If the Company is unable to compete effectively, the Company’s financial condition and results of operations could be materially affected.

 

The supermarket industry is highly competitive and continues to be characterized by intense price competition, increasing fragmentation of retail formats, entry of non-traditional competitors and market consolidation. Furthermore, some of the Company’s competitors have greater financial resources and could use these financial resources to take measures, such as altering product mix or reducing prices, which could adversely affect the Company’s competitive position.

 

Disruptions in the efficient distribution of food products to the Company’s warehouse and stores may adversely affect the Company’s business.

 

The Company’s business could be adversely affected by disruptions in the efficient distribution of food products to the Company’s warehouse and to the Company’s stores.  Such disruptions could be caused by, among other things, adverse weather conditions, fuel availability, food contamination recalls and civil unrest in foreign countries in which the Company’s suppliers do business.

The Company’s operations are subject to economic conditions that impact consumer spending.

 

The Company’s results of operations are sensitive to changes in overall economic conditions that impact consumer spending, including discretionary spending. Future economic conditions such as employment levels, business conditions, interest rates, energy and fuel costs and tax rates could reduce consumer spending or change consumer purchasing habits. A general reduction in the level of consumer spending or the Company’s inability to respond to shifting consumer attitudes regarding products, store location and other factors could adversely affect the Company’s business, financial condition and/or results of operations.

 

12


Item 1B.UNRESOLVED STAFF COMMENTS

Item 1B. UNRESOLVED STAFF COMMENTS

 

None.

Item 2.PROPERTIES

 

Item 2. PROPERTIES

Owned Properties

 

The Company owns and operates 69155 of its supermarkets either as free-standing or in shopping centers 57 of which contain an Ingles supermarket, and owns 95 additional properties that contain a free-standing Ingles store.where it is the anchor tenant. The Company also owns 1219 undeveloped sites which are suitable for a free-standing store or shopping center development.    InglesThe Company owns numerous outparcels and other acreage located adjacent to the shopping centers and supermarkets it owns. Real estate owned by the Company is generally located in the same geographic regions as its supermarkets.

 

The shopping centers owned by the Company contain an aggregate of 5.96.2 million square feet of leasable space, of which 3.03.2 million square feet is used by the Company’s supermarkets. The remainder of the leasable space in these shopping centers is leased or held for lease by the Company to third party tenants.  A breakdown by size of the shopping centers owned and operated by the Company is as follows:

 

Size

Number

Size

Number

Less than 50,000 square feet

18
20 

50,000 – 100,000 square feet

25
26 

More than 100,000 square feet

26

 

28 

Total

69

 

74 

 

The Company owns an 1,649,000 square foot facility, which is strategically located between Interstate 40 and Highway 70 near Asheville, North Carolina, as well as the 73119 acres of land on which it is situated. The facility includes the Company’s headquarters and its warehouse and distribution facility. The property also includes truck servicing and fuel storage facilities.   The Company also owns a 139,000 square foot warehouse on 21 acres of land approximately one mile from its main warehouse and distribution facility that is used to store seasonal and overflow items.facility. 

 

The Company’s milk processing and packaging subsidiary, Milkco, Inc., owns a 140,000 square foot manufacturing and storage facility in Asheville, North Carolina. In addition to the plant, the 20-acre property includes truck cleaning and fuel storage facilities.

 

Certain long-term debt of the Company is secured by the owned properties. See Note 7, “Long-Term Debt” to the Consolidated Financial Statements of this Annual Report on Form 10-K for further details.

  

Leased Properties

 

The Company operates supermarkets at 5146 locations leased from various unaffiliated third parties. The Company also leases two supermarket facilities in which it is not currently operating, one of which is subleased

to third parties and one of which is held for lease by the Company. Certain of the leases give the Company the right of first refusal to purchase the entire shopping center in which the supermarkets are located. The majority of these leases require the Company to pay property taxes, utilities, insurance, repairs and certain other expenses incidental to occupation of the premises. In addition to base rent, most leases contain provisions that require the Company to pay additional percentage rent (ranging from 0.75% to 1.50%) if sales exceed a specified amount.

 

Rental rates generally range from $2.90$3.00 to $8.18$7.68 per square foot. During fiscal 2012, 20112015, 2014 and 2010,2013, the Company paid a total of $13.6$13.1 million, $14.2$13.5 million and $14.9$13.8 million, respectively, in supermarket rent, exclusive of property taxes, utilities, insurance, repairs and other expenses. The following table summarizes lease expiration dates as of September 29, 2012,26, 2015, with respect to the initial and any renewal option terms of leased supermarkets:

 

Year of Expiration

Number of

(Including Renewal Terms)

Number of

Leases Expiring

2013 – 20262015-2028

7

2027 – 20412029-2043

2

1

20422044 or after

42

38

 

Management believes that the long-term rent stability provided by these leases is a valuable asset of the Company.

13


Item 3.LEGAL PROCEEDINGS

Item 3. LEGAL PROCEEDINGS

 

Various legal proceedings and claims arising in the ordinary course of business are pending against the Company. In the opinion of management, the ultimate liability, if any, from all pending legal proceedings and claims would not materially affect the Company’s business, financial condition and/or the results of operations.

PART II

 

PART II

Item 5.MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

 

Item 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS, AND ISSUER PURCHASES OF EQUITY SECURITIES

Market Information

 

The Company has two classes of Common Stock: Class A and Class B. Class A Common Stock is traded on The NASDAQ Global Select Market under the symbol IMKTA. There is no public market for the Company’s Class B Common Stock. However, under the terms of the Company’s Articles of Incorporation, any holder of Class B Common Stock may convert any portion or all of the holder’s shares of Class B Common Stock into an equal number of shares of Class A Common Stock at any time. For additional information regarding the voting powers, preferences and relative rights of the Class A Common Stock and Class B Common Stock, please see Note 8, “Stockholders’ Equity” to the Consolidated Financial Statements of this Annual Report on Form 10-K.

 

As of December 20, 2012,7, 2015, there were approximately 571469 holders of record of the Company’s Class A Common Stock and 159133 holders of record of the Company’s Class B Common Stock. The following table sets forth the reported high and low closing sales price for the Class A Common Stock during the periods indicated as reported by NASDAQ. The quotations reflect actual inter-dealer prices without retail mark-up, mark-down or commission and may not necessarily represent actual transactions.

 

2012 Fiscal Year

  High   Low 

First Quarter (ended December 24, 2011)

  $15.80    $14.05  

Second Quarter (ended March 24, 2012)

  $18.11    $14.97  

Third Quarter (ended June 23, 2012)

  $18.28    $15.29  

Fourth Quarter (ended September 29, 2012)

  $16.74    $14.94  

2011 Fiscal Year

  High   Low 

First Quarter (ended December 25, 2010)

  $20.35    $16.46  

Second Quarter (ended March 26, 2011)

  $20.08    $18.06  

Third Quarter (ended June 25, 2011)

  $19.95    $15.78  

Fourth Quarter (ended September 24, 2011)

  $17.37    $14.06  

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2015 Fiscal Year

 

High

 

Low

First Quarter (ended December 27, 2014)

 

$

35.80 

 

$

23.41 

Second Quarter (ended March 28, 2015)

 

$

50.49 

 

$

36.90 

Third Quarter (ended June 27, 2015)

 

$

53.90 

 

$

40.87 

Fourth Quarter (ended September 26, 2015)

 

$

55.90 

 

$

44.34 

 

 

 

 

 

 

 

2014 Fiscal Year

 

High

 

Low

First Quarter (ended December 28, 2013)

 

$

28.73 

 

$

23.68 

Second Quarter (ended March 29, 2014)

 

$

27.64 

 

$

22.22 

Third Quarter (ended June 28, 2014)

 

$

27.70 

 

$

22.37 

Fourth Quarter (ended September 27, 2014)

 

$

27.26 

 

$

23.92 

 

On December  20, 2012,7, 2015, the closing sales price of the Company’s Class A Common Stock on The NASDAQ Global Select Market was $17.40$54.63 per share.

  

Dividends

 

The Company has paid cash dividends on its Common Stock in each of the past thirty31 fiscal years, except for the 1984 fiscal year when the Company paid a 3% stock dividend. During both fiscal 20122015 and fiscal 2011,2014, the Company paid annual dividends totaling $0.66 per share of Class A Common Stock and $0.60 per share of Class B Common Stock, paid in quarterly installments of $0.165 and $0.15 per share, respectively. The Company’s last dividend payment was made on October 25, 201222, 2015 to common stockholders of record on October 11, 2012. On December 7, 20128, 2015.  During fiscal 2013 the Company declared a special dividend of $0.66 per share of Class A Common Stock and $0.60 per share of Class B Common Stock payable on December 31, 2012 to shareholders of record on December 21, 2012.   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 of this Annual Report on Form 10-K.

 

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

14


Directors. 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. The payment of cash dividends is also subject to restrictions contained in certain financing arrangements. Such restrictions are summarized in Note 7, “Long-Term Debt” to the Consolidated Financial Statements of this Annual Report on Form 10-K.

Equity Compensation Plan Information

 

The Company does not have any equity compensation plans.

 

15


Stock Performance Graph

 

Set forth below are a graph and accompanying table comparing the five-year cumulative total stockholder return on the Class A Common Stock with the five-year cumulative total return of (i) the S&P 500 Comprehensive-Last Trading Day Index and (ii) a peer group of companies in the Company's line of business.  The 2015 peer group consists of the following companies: Koninklijke Ahold N.V., Delhaize S.A., Weis Markets, Inc., The Kroger Co., Supervalu Inc., The Fresh Market Inc., Roundy’s Supermarkets Inc., and Whole Foods Market, Inc. The 2014 peer group consists of the following companies: Koninklijke Ahold N.V., Delhaize S.A., Harris Teeter Supermarkets, Weis Markets, Inc., The Kroger Co., Safeway Inc., Supervalu Inc., and Whole Foods Market, Inc.

 

The comparisons cover the five-years ended September 29, 201226, 2015 and assume that $100 was invested after the close of the market on September 29, 2007,25, 2010, and that dividends were reinvested quarterly.  Returns of the companies included in the peer group reflected below have been weighted according to each company’s stock market capitalization at the beginning of each section for which a return is presented.

 

INGLES MARKETS, INCORPORATED

INGLES MARKETS, INCORPORATED
COMPARATIVE RETURN TO STOCKHOLDERS

16

 


INDEXED RETURNS OF INITIAL $100 INVESTMENT*

 

Company/Index

  2008   2009   2010   2011   2012 

Ingles Markets, Incorporated Class A Common Stock

  $85.89    $59.58    $64.31    $56.95    $68.05  

S&P 500 Comprehensive—Last Trading Day Index

  $78.02    $72.63    $80.01    $80.93    $105.37  

Expanded Peer Group

  $77.94    $69.65    $77.51    $75.81    $85.50  

 

*Assumes $100 invested in the Class A Common Stock of Ingles Markets, Incorporated after the close of the market on September 29, 2007.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Company/Index

 

 

2011

 

 

2012

 

 

2013

 

 

2014

 

 

2015

Ingles Markets, Incorporated Class A Common Stock

 

$

88.55 

 

$

106.94 

 

$

199.64 

 

$

173.25 

 

$

325.22 

S&P 500 Comprehensive – Last Trading Day Index

 

$

101.14 

 

$

131.69 

 

$

157.17 

 

$

188.18 

 

$

187.02 

2014 Peer Group

 

$

100.70 

 

$

115.13 

 

$

171.05 

 

$

168.11 

 

$

200.96 

2015 Peer Group

 

$

100.65 

 

$

116.94 

 

$

169.57 

 

$

164.65 

 

$

195.00 

 

*Assumes $100 invested in the Class A Common Stock of Ingles Markets, Incorporated after the close of the market on September 25, 2010.

The foregoing stock performance information, including the graph, shall not be deemed to be “soliciting material” or to be filed with the Securities and Exchange Commission.

 

17


Item 6.SELECTED FINANCIAL DATA

Item 6. SELECTED FINANCIAL DATA

 

The selected financial data set forth below has been derived from the Company’s Consolidated Financial Statements included elsewhere in this Annual Report on Form 10-K. This financial data should be read in conjunction with Item 7. “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the Consolidated Financial Statements and Notes thereto.

  

   Selected Income Statement Data for the Year Ended September
(in thousands, except per share amounts)
 
   2012   2011   2010   2009   2008 

Net Sales

  $3,709,434    $3,559,921    $3,390,052    $3,250,933    $3,238,046  

Net Income

   43,444     39,060     30,842     27,934     52,123  

Diluted Earnings per Common Share

          

Class A

  $1.79    $1.60    $1.26    $1.14    $2.13  

Class B

   1.70     1.52     1.20     1.08     2.02  

Cash Dividends per Common Share

          

Class A

  $0.66    $0.66    $0.66    $0.66    $0.66  

Class B

   0.60     0.60     0.60     0.60     0.60  
   Selected Balance Sheet Data at September
(in thousands)
 
   2012   2011   2010   2009   2008 

Current Assets

  $426,204    $389,364    $422,969    $423,657    $336,574  

Property and Equipment, net

   1,197,138     1,133,204     1,089,391     1,072,937     1,030,023  

Total Assets

   1,642,109     1,618,350     1,532,358     1,520,046     1,376,815  

Current Liabilities, including Current Portion of Long-Term Debt

   306,152     290,496     318,974     234,861     258,051  

Long-Term Liabilities, net of Current Portion (1)

   794,423     827,969     732,090     823,660     686,393  

Stockholders’ Equity

   457,413     431,946     409,081     394,302     381,847  

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Selected Income Statement Data for the Years Ended September

 

 

(in thousands, except per share amounts)

 

 

2015

 

2014

 

2013(1)

 

2012

 

2011

Net Sales

 

$

3,778,644 

 

$

3,835,986 

 

$

3,738,540 

 

$

3,718,315 

 

$

3,569,023 

Net Income

 

 

59,353 

 

 

51,426 

 

 

20,796 

 

 

43,444 

 

 

39,060 

Diluted Earnings per Common Share

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

         Class A

 

$

2.93 

 

$

2.28 

 

$

0.87 

 

$

1.79 

 

$

1.60 

         Class B

 

 

2.74 

 

 

2.14 

 

 

0.85 

 

 

1.70 

 

 

1.52 

Cash Dividends per Common Share

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

         Class A

 

$

0.66 

 

$

0.66 

 

$

1.32 

 

$

0.66 

 

$

0.66 

         Class B

 

 

0.60 

 

 

0.60 

 

 

1.20 

 

 

0.60 

 

 

0.60 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(1) Fiscal 2013 net income and diluted earnings per share reduced by $43.1 million ($26.2 million net of tax) of debt extinguishment costs.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Selected Balance Sheet Data at September

 

 

(in thousands)

 

 

2015

 

2014

 

2013

 

2012

 

2011

Current Assets

 

$

432,296 

 

$

413,917 

 

$

434,540 

 

$

426,204 

 

$

389,364 

Property and Equipment, net

 

 

1,211,458 

 

 

1,218,607 

 

 

1,212,132 

 

 

1,197,138 

 

 

1,133,204 

Total Assets

 

 

1,671,383 

 

 

1,656,952 

 

 

1,669,328 

 

 

1,642,109 

 

 

1,618,350 

Current Liabilities, including Current Portion of Long-Term Debt

 

 

253,244 

 

 

250,748 

 

 

251,274 

 

 

306,184 

 

 

290,496 

Long-Term Liabilities, net of Current Portion (1)

 

 

917,253 

 

 

953,561 

 

 

921,332 

 

 

794,423 

 

 

827,969 

Stockholders’ Equity

 

 

428,978 

 

 

382,602 

 

 

410,639 

 

 

457,381 

 

 

431,946 

(1)

(1)

Excludes long-term deferred income tax liability.

Item 7.MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 

Item 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Overview

 

Ingles, a leading supermarket chain in the Southeast United States, operates 203201 supermarkets in Georgia (74)(71), North Carolina (69)(71), South Carolina (36), Tennessee (21)(20), Virginia (2) 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 and beauty care 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 September 29, 2012,26, 2015, the Company operated 8197 in-store pharmacies and 7288 fuel centers.

18


 

Ingles also operates two other lines of business,a fluid dairy processing and earns shopping center rentals. The fluid dairy processing segment sells approximately 31%27% of its products to the retail grocery segment and approximately 69%73% of its products to third parties. Real estate ownership (including the shopping center rental segment) is an important component of the Company’s operations, providing both operational and economic benefit.

 

Critical Accounting Policies

 

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

 

Self-Insurance

 

The Company is self-insured for workers’ compensation, general liability, and group medical and dental benefits. Risks and uncertainties are associated with self-insurance; however, the Company has limited its exposure by maintaining excess liability coverage of $750,000 per occurrence for workers’ compensation, $500,000 for general liability, and $325,000 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 and analyses performed by actuaries engaged by the Company.which is then applied to appropriate actuarial methods. 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.   The Company’s self insuranceself-insurance reserves totaled $26.7$36.3 million and $24.8$29.9 million for employee group insurance, workers’ compensation insurance and general liability insurance at September 29, 201226, 2015 and September 24, 2011,27, 2014, respectively.  The September 26, 2015 amount is inclusive of $4.9 of expected self-insurance recoveries from excess cost insurance or other sources that are recorded as a receivable at September 26, 2015.

 

In fiscal 2011, the Company refined its methods for calculating self-insurance liabilities which resulted in a significant increase to the previously reported estimate. The Company believes the amounts accrued under the revised method are adequate; however, future accruals may fluctuate if historical trends are not predictive of the future.

Asset Impairments

 

The Company accounts for the impairment of long-lived assets in accordance with Financial Accounting Standards Board Accounting Standards Codification (“FASB ASC”) Topic 360.  Asset groups are primarily comprised of our individual store and shopping center properties.  For assets to be held and used, the Company tests for impairment using undiscounted cash flows and calculates the amount of impairment using discounted cash flows. For assets held for sale, impairment is recognized based on the excess of remaining book value over expected recovery value. The recovery value is the fair value as determined by independent quotes or expected sales prices developed by internal associates, net of costs to sell. Estimates of future cash flows and expected sales prices are judgments based upon the Company’s experience and knowledge of local operations and cash flows that are projected for several years into the future. These estimates can fluctuate significantly due to

changes in real estate market conditions, the economic environment, capital spending decisions and inflation. The Company monitors the carrying value of long-lived assets for potential impairment each quarter based on whether any indicators of impairment have occurred.

 

Closed Store Accrual

For closed properties under long-term lease agreements, a liability is recognized and expensed based on the difference between the present value of any remaining liability under the lease and the present value of the estimated market rate at which the Company expects to be able to sublease the properties, in accordance with FASB ASC Topic 420. The Company’s estimates of market rates are based on its experience, knowledge and third-party advice or market data. If the real estate and leasing markets change, sublease recovery could vary significantly from the recoveries originally assumed, resulting in a material change in the Company’s recorded liability. The closed store accrual is included in the line item “Accrued expenses and current portion of other long-term liabilities” on the Consolidated Balance Sheets.

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 comprised 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 vendor’s products. These allowances generally relate to short term arrangements with vendors, often relating to a period of a month or less, and are negotiated on a purchase-by-purchase or transaction-by-transaction basis.  Whenever possible, 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 system constraints 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 $114.3$115.8 million, $109.9$126.7 million and $105.2$121.9 million for the fiscal years ended September 29, 2012,26,  2015, September 24, 201127,  2014 and September 25, 2010,28,  2013, respectively.  Vendor advertising allowances that represent a reimbursement of specific identifiable incremental costs of advertising the vendor’s specific products are recorded as a reduction to the related expense in the period that the related expense is incurred.  Vendor advertising allowances recorded as

19


a reduction of advertising expense totaled $13.2$14.3 million, $13.1$14.8 million, and $13.0$14.5 million for the fiscal years ended September 29, 2012,26,  2015, September 24, 201127,  2014 and September 25, 2010,28,  2013, 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.

 

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

 

Uncertain Tax Positions

Despite the Company’s belief that its tax positions are consistent with applicable tax laws, the Company believes that certain positions are likely to be challenged by taxing authorities. Settlement of any challenge can result in no change, a complete disallowance, or some partial adjustment reached through negotiations or litigation. Significant judgment is required in evaluating the Company’s tax positions. The Company’s positions are evaluated in light of changing facts and circumstances, such as the progress of its tax audits as well as evolving case law. Income tax expense includes the impact of provisions for and changes to uncertain tax positions as the Company considers appropriate. Unfavorable settlement of any particular position would require use of cash. Favorable resolution would be recognized as a reduction to income tax expense at the time of resolution.

Results of Operations

 

Ingles operates on a 52- or 53-week fiscal year ending on the last Saturday in September. The consolidated statements of income for the fiscal years ended September 29, 2012,26,  2015, September 24, 201127,  2014 and September 25, 2010,28,  2013,  each consisted of 53, 52 and 52 weeks of operations, respectively.

 

Comparable store sales are defined as sales by grocery stores in operation for five full fiscal quarters.  The Company has an ongoing renovation and expansion plan to modernize the appearance and layout of its existing stores.  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 completion of the replacement, remodel or addition. A replacement store is a new store that is opened to replace an existing nearby store that is closed. A major remodel entails substantial remodeling of an existing store and may include additional retail square footage.  Gasoline sales from the addition of fuel stations to existing stores during the measurement period are included in comparable store sales. For the fiscal years ended September 29, 201226,  2015 and September 24, 201127,  2014 comparable store sales include 203199 and 202200 stores, respectively. Weighted average retail square footage added to comparable stores due to replacement and remodeled stores totaled approximately 248,000 and 218,000was insignificant for the fiscal years ended September 29, 201226,  2015 and September 24, 2011,27,  2014, respectively.

In fiscal years with 53 weeks, such as fiscal 2012, management analyzes annual comparable store sales for the 53 weeks of fiscal 2012 with the corresponding 53 calendar weeks of the previous year.

 

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, reference is made to Note 11 “Lines of Business” to the Consolidated Financial Statements.

 

   Fiscal Year Ended September 
       2012          2011          2010     

Net sales

   100.0  100.0  100.0

Gross profit

   22.1    22.2    22.5  

Operating and administrative expenses

   18.8    19.0    19.3  

Rental income, net

   —      —      —    

Gain from sale or disposal of assets

   —      0.1    —    

Income from operations

   3.3    3.3    3.2  

Other income, net

   0.1    0.1    0.1  

Interest expense

   1.6    1.7    1.9  

Income before income taxes

   1.8    1.7    1.4  

Income taxes

   0.6    0.6    0.5  

Net income

   1.2    1.1    0.9  

 

 

 

 

 

 

 

 

 

 

 

 

 

Fiscal Year Ended September

 

2015

 

2014

 

2013

Net sales

100.0%

 

100.0%

 

100.0%

Gross profit

23.6

 

22.0

 

22.2

Operating and administrative expenses

20.0

 

18.8

 

18.9

Gain from sale or disposal of assets

0.1

 

 —

 

0.1

Income from operations

3.7

 

3.2

 

3.4

Other income, net

0.1

 

0.1

 

0.1

Interest expense

1.2

 

1.2

 

1.6

Loss on early extinguishment of debt

 —

 

 —

 

1.2

Income before income taxes

2.5

 

2.1

 

0.7

Income taxes

0.9

 

0.8

 

0.1

Net income

1.6

 

1.3

 

0.6

 

Fiscal Year Ended September 29, 201226,  2015 Compared to the Fiscal Year Ended September 24, 201127,  2014

 

The Company achieved record non-gasoline sales for the 48th consecutive year for the fiscal year ended September 29, 2012. Total26,  2015.  Comparable store non-gasoline sales also increased.    Retail gasoline and comparable store salesfluid dairy gallons sold both increased, both with and without the inclusion of gasoline sales, and excluding the effect of the 53rd weekbut decreases in fiscal 2012. During the third quarter of fiscal 2012, the Company opened a 839,000 square foot addition to its distribution facilities, which the Company expects to provide cost savings and operating efficiencies for many future years. Customer behavior continued to be influenced by an uncertain economic environment and by energy prices that were higher than previous years.per gallon costs resulted in lower total dollar sales.

 

Net income for the fiscal year ended September 29, 201226,  2015 was $43.4$59.4 million, compared with $39.1an increase of 15.4% over net income of  $51.4 million for the fiscal year ended September 24, 2011. As more fully detailed below,27,  2014.  Fiscal 2015 net income is the most important positive factors contributing to this increase were sales and gross profit increases of $149.5 million and $27.5 million, respectively. These positive factors were partially offset by increaseshighest in operating expenses totaling $19.7 million.

the Company’s 51 year history.

Net Sales. Net sales for the fiscal year ended September 29, 2012 increased 4.2% to $3.7126, 2015 totaled $3.78 billion, compared with $3.56$3.84 billion for the fiscal year ended September 24, 2011. Excluding gasoline and the effect of the 5327,  2014. rd week in fiscal 2012, net sales increased 1.7%.

20


 

In fiscal years with 53 weeks, such as fiscal 2012, management analyzes annual comparableComparable store sales for the 53 weeks of fiscal 2012 with the corresponding 53 calendar weeks of the previous year. On this basis, grocery segment comparable store salesexcluding gasoline increased 2.4%, including gasoline and 1.9% excluding gasoline.2.1%.  The number of customer transactions (excluding gasoline) increased 1.5%0.2%, while the average transaction size (excluding gasoline) increased by approximately $0.07.2.6%.  Comparing fiscal 20122015 with fiscal 2011,2014, gasoline gallons sold were level,increased, per gallon prices were higherdown 27.9% and gasoline gross profit was lower.significantly higher.

 

Sales by product category for the fiscal years ended September 29, 201226, 2015 and September 24, 2011,27,  2014, respectively, were as follows:

 

   Fiscal Year Ended September
(dollars in thousands)
 
   2012   2011 

Grocery

  $1,447,520    $1,397,944  

Non-foods

   709,959     690,199  

Perishables

   866,252     825,068  

Gasoline

   553,779     515,519  
  

 

 

   

 

 

 

Total grocery segment

  $3,577,510    $3,428,730  
  

 

 

   

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Fiscal Year Ended September

 

 

(dollars in thousands)

 

 

2015

 

2014

Grocery

 

$

1,387,195 

 

$

1,397,870 

Non-foods

 

 

769,168 

 

 

729,934 

Perishables

 

 

981,221 

 

 

937,402 

Gasoline

 

 

498,220 

 

 

618,147 

 Total retail grocery

 

$

3,635,804 

 

$

3,683,353 

 

The grocery category includes grocery, dairy and frozen foods.

The non-foods category includes alcoholic beverages, tobacco, pharmacy, health and video.

The perishables category includes meat, produce, deli and bakery.

 

Changes in retail grocery segment sales for the fiscal year ended September 29, 201226,  2015 are summarized as follows (in thousands):

 

Total grocery sales for the fiscal year ended September 24, 2011

  $3,428,730  

Comparable store sales increase (53 week basis, including gasoline)

   83,434  

Impact of 53rd week in fiscal 2012

   67,500  

Other

   (2,154
  

 

 

 

Total grocery sales for the fiscal year ended September 29, 2012

  $3,577,510  
  

 

 

 

Total retail grocery sales for the fiscal year ended September 27, 2014

$

3,683,353 

Comparable store sales decrease

(64,334)

Impact of stores closed in fiscal 2015 and 2014

(8,925)

Sales growth stores opened FY 14 and FY 15

25,968 

Other

(258)

Total retail grocery sales for the fiscal year ended September 26, 2015

$

3,635,804 

 

During fiscal 2012,2015 and 2014, the Company devoted the majority of its grocery segment capital expenditures to improvements in the configuration and appearance of a number of its stores.  The resulting improved product selection and appearance,These improvements along with effective promotions and cost competitiveness drove increased sales in fiscal 20122015.  The Ingles Advantage Savings and Rewards Card (the “Ingles Advantage Card”) also contributes to the increase in net sales and comparable store sales.  Information obtained from holders of the Ingles Advantage Card assists the Company in optimizing product offerings and promotions specific to customer shopping patterns.

The Company expects non-gasoline sales will be higher in the 2016 fiscal year compared with fiscal 2015.  The Company anticipates adding one or more new stores in fiscal 2016 and expects to benefit from recent interior improvements to a number of existing stores.  Fiscal 2016 sales growth will also be influenced by market fluctuations in the per gallon price of gasoline and milk, changes in commodity food prices and general economic conditions.

Gross Profit. Gross profit for the year ended September 26, 2015 increased sales. Fuel stations$48.1 million, or 5.7%, to $893.3 million compared with $845.2 million for the year ended September 27,  2014. As a percentage of sales, gross profit totaled 23.6% for the year ended September 26,  2015 and pharmacies22.0% for the year ended September 27,  2014.

The increase in grocery segment gross profit dollars was primarily due to the higher sales volume. Grocery segment gross profit as a percentage of total sales (excluding gasoline) increased 64 basis points in fiscal 2015 compared with fiscal 2014.  The gross margin increase was broad based across most products, except for gasoline.  The mix of grocery sales in favor of higher margin products also has a positive impact on gross profit and gross margin.    

In addition to the direct product cost, the cost of goods sold line item for the grocery segment includes inbound freight charges and the costs related to the Company’s distribution network. 

Operating and Administrative Expenses. Operating and administrative expenses increased $33.7 million, or 4.7%, to $756.3 million for the year ended September 26,  2015, from $722.6 million for the year ended September 27,  2014. As a percentage of sales, operating and administrative expenses were 20.0%  for the fiscal year ended September 26,  2015 and 18.8% for the  

21


fiscal year ended September 27,  2014.   Excluding gasoline, which does not have beensignificant direct operating expenses, the ratio of operating expenses to sales was 22.9%  for fiscal 2015 compared with 22.3% for fiscal 2014.  

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

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Increase

 

Increase

 

as a % of

 

(in millions)

 

sales

Salaries and wages

$

17.8 

 

0.47 

%

Insurance

$

6.0 

 

0.16 

%

Depreciation and amortization

$

4.2 

 

0.11 

%

Repairs and maintenance

$

2.1 

 

0.06 

%

Taxes and licenses

$

1.6 

 

0.04 

%

Salaries and wages increased due to the addition of labor hours required for the increased sales volume, including new stores opened during fiscal 2015 and 2014.

Insurance expense increased due to unfavorable claims experience under the Company’s self-insurance programs and due to higher medical insurance costs under recent regulatory requirements.

Depreciation and amortization increased as a result of the Company’s capital expenditures programs, including smaller remodeling projects that contain capital assets with shorter useful lives-compared with real restate.

Repair and maintenance expenses increased due to increases in the amount and complexity of equipment in the Company’s stores to support new products offered, increase energy efficiency and to improve the customer shopping experience.

Taxes and licenses increased due to increases in the value of the Company’s real estate and for additional fees paid to municipalities to conduct business and offer certain products.

Gain from Sale or Disposal of Assets. Gain from sale or disposal of assets totaled $2.2 million for fiscal 2015 compared with gains of $0.8 million for fiscal 2014.  During fiscal 2015, the Company sold outparcels and wrote off buildings demolished in advance of rebuilding new store buildings in a future period.  None of these transactions were individually significant.

Other Income, Net. Other income, net totaled $2.3 million and $3.0 million for the fiscal years ended September 26,  2015 and September 27,  2014, respectively.  Other income consists primarily of sales of waste paper and packaging.

Interest Expense. Interest expense increased $0.4 million for the year ended September 26,  2015 to $47.0 million from $46.6 million for the year ended September 27,  2014.  Total debt was $895.3 million at the end of fiscal 2015 compared with $937.3 million at the end of fiscal 2014. 

Income Taxes. Income tax expense as a percentage of pre-tax income was 37.2% for the 2015 fiscal year compared with 35.5% for the 2014 fiscal year.  The increase in the effective tax rate is primarily attributable to certain discrete items which are not expected to recur in giving customersfuture periods.

Net Income. Net income totaled $59.4 million for the fiscal year ended September 26,  2015 compared with net income of $51.4 million for the fiscal year ended September 27,  2014.  Basic and diluted earnings per share for Class A Common Stock were $3.02 and $2.93, respectively, for the fiscal year ended September 26,  2015 compared with $2.36 and $2.28, respectively, for the fiscal year ended September 27,  2014.    Basic and diluted earnings per share for Class B Common Stock were each $2.74 for the fiscal year ended September 26,  2015 compared with $2.14 of basic and diluted earnings per share for the fiscal year ended September 27,  2014.   

Fiscal Year Ended September 27, 2014 Compared to the Fiscal Year Ended September 28, 2013

The Company achieved record sales for the 50th consecutive year for the fiscal year ended September 27, 2014.  Total and comparable store sales increased, both with and without the inclusion of gasoline sales.

Net income for the fiscal year ended September 27, 2014 was $51.4 million, compared with $20.8 million for the fiscal year ended September 28, 2013.  In fiscal year 2013, the Company incurred $43.1 million of pre-tax debt extinguishment costs in

22


conjunction with significant refinancing transactions that resulted in lower financing costs in fiscal 2014.  2014 pre-tax income increased 15.0% after adding back debt extinguishment costs to 2013 pre-tax income.

Net Sales. Net sales for the fiscal year ended September 27, 2014 increased 2.6% to $3.84 billion, compared with $3.74 billion for the fiscal year ended September 28, 2013. 

Comparable store sales increased 1.9%, including gasoline and 0.9% excluding gasoline.  The number of customer transactions (excluding gasoline) decreased 0.2%, while the average transaction size (excluding gasoline) increased 1.3%.  Comparing fiscal 2014 with fiscal 2013, gasoline gallons sold increased, per gallon prices were slightly lower and gasoline gross profit was lower.

Sales by product category for the fiscal years ended September 27, 2014 and September 28, 2013, respectively, were as follows:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Fiscal Year Ended September

 

 

(dollars in thousands)

 

 

2014

 

2013

Grocery

 

$

1,397,870 

 

$

1,424,869 

Non-foods

 

 

729,934 

 

 

707,294 

Perishables

 

 

937,402 

 

 

898,956 

Gasoline

 

 

618,147 

 

 

568,701 

 Total retail grocery

 

$

3,683,353 

 

$

3,599,820 

The grocery category includes grocery, dairy and frozen foods.

The non-foods category includes alcoholic beverages, tobacco, pharmacy, health and video.

The perishables category includes meat, produce, deli and bakery.

Changes in retail grocery sales for the fiscal year ended September 27, 2014 are summarized as follows (in thousands):

Total retail grocery sales for the fiscal year ended September 28, 2013

$

3,599,820 

Comparable store sales increase

66,067 

Impact of stores closed in fiscal 2014 and 2013

(7,077)

Sales growth stores opened FY 13 and FY 14

24,526 

Other

17 

Total retail grocery sales for the fiscal year ended September 27, 2014

$

3,683,353 

During fiscal 2013 and 2014, the Company devoted the majority of its grocery segment capital expenditures to improvements in the configuration and appearance of a competitive choicenumber of its stores.  These improvements along with effective promotions and allowing them to consolidate shopping trips at Company supermarkets.cost competitiveness drove increased sales in fiscal 2014.  The Ingles Advantage Savings and Rewards Card (the “Ingles Advantage Card”) also contributes to the increase in net sales and comparable store sales.  Information obtained from holders of the Ingles Advantage Card assists the Company in optimizing product offerings and promotions specific to customer shopping patterns.

 

Net sales to outside parties for the Company’s milk processing subsidiary increased $0.7 million, or 0.6%,10.7% in fiscal 20122014 compared with fiscal 2011.2013.  The price of raw milk was volatileincreased during fiscal 2012,2014, but for the full year was relatively flat with fiscal 2011. Case volume sales were similarly unchanged over the two fiscal years. Nationwide,case volumes sold decreased as a result of industry consolidation and overall decreased milk consumption decreased during the past year, and competitive pressures increased.

The Company expects sales growth to be higher in the 2013 fiscal year compared with fiscal 2012 sales growth. The Company anticipates adding retail square footage and continuing its program of interior improvements

to a larger number of stores. Fiscal 2013 sales growth will also be influenced by market fluctuations in the per gallon price of gasoline and milk, changes in commodity food prices and general economic conditions.consumption.

   

Gross Profit.Gross profit for the year ended September 29, 201227, 2014 increased $27.5$17.4 million, or 3.5%2.1%, to $819.3$845.2 million compared with $791.9$827.8 million for the year ended September 24, 2011.28, 2013. As a percentage of sales, gross profit totaled 22.1%22.0% for the year ended September 29, 201227, 2014 and 22.2% for the year ended September 24, 2011.28, 2013.

 

The increase in grocery segment gross profit dollars was primarily due to the higher sales volume, including the 53rd week in fiscal 2012.volume. Grocery segment gross profit as a percentage of total sales (excluding gasoline) was 25.9% forincreased 36 basis points in fiscal 20122014 compared with 25.8%fiscal 2013.  The gross margin increase was broad based across most products, except for the comparable fiscal 2011 period.gasoline.  The beneficialmix of grocery sales in favor of higher margin products also has a positive impact of a favorable change in sales mixon gross profit and modest inflation has been generally offset by competitive effects. The Company strives to keep prices as low as possible in order to grow sales and market share.gross margin.    

23


 

Gross profit for the Company’s milk processing subsidiary for the year ended September 29, 2012 decreased $0.8 million, or 3.5%, to $20.5 million,27, 2014 increased 3.2% compared with $21.3 million for the year ended September 24, 2011.28, 2013.   Gross profit as a percentage of sales was 10.8%10.3% for fiscal 20122014 compared with 11.2 %10.7% for fiscal 2011. Competitive factors and volatility in raw milk prices during fiscal 2012 resulted in lower gross profit and margin compared with fiscal 2011.2013. 

 

In addition to the direct product cost, the cost of goods sold line item for the grocery segment includes inbound freight charges and the costs related to the Company’s distribution network.  The milk processing segment is a manufacturing process; therefore, the costs mentioned above as well as purchasing and receiving costs, production costs, inspection costs, warehousing costs, internal transfer costs, and other costs of distribution incurred by the milk processing segment are included in the cost of sales line item, while these items are included in operating and administrative expenses for the grocery segment.

 

Operating and Administrative Expenses. Operating and administrative expenses increased $19.7$16.1 million, or 2.9%2.3%, to $697.6$722.6 million for the year ended September 29, 2012,27, 2014, from $677.9$706.5 million for the year ended September 24, 2011.28, 2013. As a percentage of sales, operating and administrative expenses were 18.8% for the fiscal year ended September 29, 2012 compared with 19.0%27, 2014 and 18.9% for the fiscal year ended September 24, 2011.28, 2013.   Excluding gasoline, which does not have significant direct operating expenses, the ratio of operating expenses to sales was 21.9%22.3% for fiscal 20122014 compared with 22.1% for fiscal 2011.2013.

 

A breakdown of the major increases (decreases) in operating and administrative expenses is as follows:

   

   Increase
(Decrease)
(in millions)
  Increase
(Decrease)
as a % of
sales
 

Salaries and wages

  $15.2    0.41

Repairs and maintenance

  $3.6    0.10

Insurance expenses

  $(2.8  (0.08)% 

Store supplies

  $2.3    0.06

Depreciation and amortization

  $1.2    0.03

Bank charges

  $(1.1  (0.03)% 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Increase

 

Increase

 

(Decrease)

 

(Decrease)

 

as a % of

 

(in millions)

 

sales

Salaries and wages

$

10.5 

 

0.27 

%

Bank charges

$

2.3 

 

0.06 

%

Utilities and fuel

$

2.4 

 

0.06 

%

Depreciation and amortization

$

2.1 

 

0.06 

%

Insurance expenses

$

(4.2)

 

(0.11)

%

 

Salaries and wages increased due to the addition of labor hours required for the increased sales volume, including costs related to the new distribution facilitystores opened during the third quarter of fiscal 2012.2014 and 2013.

 

RepairsBank charges increased due to higher fees charged for debit and maintenancecredit card transactions, and a higher volume of such transactions in the Company’s stores and fuel centers.

Utilities and fuel increased as a result of increased internal freight activity and the transition of additional outsourced services.store space to perishable items.

 

Insurance expense decreased due to lower claims under the Company’s self insurance programs.

Store supplies increased in conjunction with the Company’s program to improve the appearance, layout and convenience in a number of stores.

Depreciation and amortization increased as a result of the Company’s increased capital expenditures to improve its store base.for smaller remodeling projects that contain capital assets with shorter useful lives-compared with real restate.

 

Bank chargesInsurance expense decreased due to lower charges for processing debit and credit card transactions. New regulations placed limits onfavorable claims experience under the amounts that could be charged to process certain card transactions. In addition, the Company realized savings from new agreements for certain card processing services.Company’s self-insurance programs.

 

Rental Income, Net. Rental income, net decreased $0.4 million to $1.5 million for fiscal 2012, from $1.9 million for fiscal 2011. Rental income decreased slightly and expenses to maintain tenant property increased slightly. Following a period of increased vacancies attributed to the economic recession, the Company’s tenant base has somewhat stabilized.

Gain (Loss) from Sale or Disposal of Assets.Gain from Salesale or Disposaldisposal of Assetsassets totaled $0.7$0.8 million for fiscal 20122014 compared with gains of $2.7$4.3 million for fiscal 2011.2013.  During fiscal 2011,2013, the Company was granted $3.1sold a former store property for $7.5 million in an eminent domain proceeding related to an owned land parcel and recognized a pre-tax gain of approximately $2.8$3.9 million.  There were no other significant sale or disposal transactions during fiscal 20122014 or 2011.2013.

 

Other Income, Net.Other income, net totaled $3.5$3.0 million and $4.2$2.9 million for the fiscal years ended September 29, 201227, 2014 and September 24, 2011,28, 2013, respectively.  Other income consists primarily of sales of waste paper and packaging.

 

Interest Expense.Expense. Interest expense decreased $2.0$12.5 million for the year ended September 29, 201227, 2014 to $60.0$46.6 million from $62.0$59.1 million for the year ended September 24, 2011.28, 2013.  Total debt was $835.2$937.3 million at the end of fiscal 20122014 compared with $855.1$912.5 million at the end of fiscal 2011.2013.  Interest expense decreased due to the net reduction of total debt and the refinancing of existing debt at lower rates. Interest on the $99.7 million of Recovery Zone Facility Bonds issued in December 2010 was capitalized as part of the construction cost of the Company’s new distribution and warehouse facility, until the facility openedrates during the third quarter of fiscal 2012.2013. 

 

Loss on Early Extinguishment of Debt. In connection with the fiscal 2013 early payoff of the $575.0 million senior notes due 2017, the Company paid $27.8 million in debt extinguishment costs and expensed $15.3 million of unamortized loan costs.

24


Income Taxes. Income tax expense as a percentage of pre-tax income decreased towas 35.5% for the 20122014 fiscal year compared with 35.7%20.8% for the 20112013 fiscal year.  The decreaseincrease in the effective tax rate is primarily dueattributable to additional federal tax credits available in fiscal 2012 as compared with 2011.2013 representing a greater percentage of pre-tax income.

 

Net Income.Net income increased $4.3 million, or 11.1%, for the fiscal year ended September 29, 2012 to $43.4 million from $39.1totaled $51.4 million for the fiscal year ended September 24, 2011.27, 2014 compared with net income of $20.8 million for the fiscal year ended September 28, 2013.  Basic and diluted earnings per share for Class A Common Stock were $1.87$2.36 and $1.79,$2.28, respectively, for the fiscal year ended September 29, 201227, 2014 compared with $1.67$0.89 and $1.60,$0.87, respectively, for the fiscal year ended September 24, 2011.28, 2013.    Basic and diluted earnings per share for Class B Common Stock were each $1.70$2.14 for the fiscal year ended September 29, 201227, 2014 compared with $1.52$0.85 of basic and diluted earnings per share for the fiscal year ended September 24, 2011.28, 2013.   

   

Fiscal Year Ended September 24, 2011 Compared to the Fiscal Year Ended September 25, 2010

The Company achieved record sales for the 47th consecutive year for the fiscal year ended September 24, 2011. Total and comparable store sales increased, both with and without the inclusion of gasoline sales. Customer behavior was influenced by an uncertain economic environment and by food and energy inflation.

Net income for the fiscal year ended September 24, 2011 was $39.1 million, as compared with $30.8 million for the fiscal year ended September 25, 2010. As more fully detailed below, the most important positive factors contributing to this increase were sales and gross profit increases of $169.9 million and $28.9 million, respectively. These positive factors were partially offset by increases in operating expenses totaling $22.7 million.

Net Sales. Net sales for the fiscal year ended September 24, 2011 increased 5.0% to $3.56 billion, compared with $3.39 billion for the fiscal year ended September 25, 2010. Excluding gasoline, net sales increased 3.0%.

For the comparative fiscal year 2011 and 2010 periods, total grocery segment sales excluding gasoline increased $75.1 million, or 2.6% to $2.91 billion. Grocery segment comparable store sales excluding gasoline increased $64.0 million, or 2.3%. Retail gasoline sales prices increased and the number of gallons sold decreased. The number of customer transactions (excluding gasoline) increased 0.4%, while the average transaction size (excluding gasoline) increased by approximately $0.55.

Sales by product category for the fiscal years ended September 24, 2011 and September 25, 2010, respectively, were as follows:

   Fiscal Year Ended September
(dollars in thousands)
 
   2011   2010 

Grocery

  $1,397,944    $1,366,595  

Non-foods

   690,199     684,508  

Perishables

   825,068     787,051  

Gasoline

��  515,519     435,861  
  

 

 

   

 

 

 

Total grocery segment

  $3,428,730    $3,274,015  
  

 

 

   

 

 

 

The grocery category includes grocery, dairy and frozen foods.

The non-foods category includes alcoholic beverages, tobacco, pharmacy, health and video.

The perishables category includes meat, produce, deli and bakery.

Changes in grocery segment sales for the fiscal year ended September 24, 2011 are summarized as follows (in thousands):

Total grocery sales for the fiscal year ended September 25, 2010

  $ 3,274,015  

Comparable store sales increase (including gasoline)

   136,480  

Impact of stores opened in fiscal 2010 and 2011

   18,234  

Other

   1  
  

 

 

 

Total grocery sales for the fiscal year ended September 24, 2011

  $3,428,730  
  

 

 

 

In general, grocery segment sales increases (excluding gasoline) during fiscal 2011 were driven by effective promotions, cost competitiveness, service execution and expanded product selections. During fiscal 2011 the Company devoted more financial resources to updating the equipment and configuration of a larger number of stores. The Company believes these factors helped protect market share and grow customer traffic. Fuel stations and pharmacies have been effective in giving customers a competitive choice and allowing them to consolidate shopping trips at Company supermarkets. The Ingles Advantage Savings and Rewards Card (the “Ingles Advantage Card”) also contributes to the increase in net sales and comparable store sales. Information obtained from holders of the Ingles Advantage Card assists the Company in optimizing product offerings and promotions specific to customer shopping patterns.

Net sales to outside parties for the Company’s milk processing subsidiary increased $15.2 million or 13.1% in fiscal year 2011 compared with fiscal year 2010. The sales increase is primarily attributable to an approximately 20% increase in raw milk costs which are typically passed on to customers in the pricing of milk products. The volume of gallons sold decreased slightly over the comparable fiscal year periods.

Gross Profit.Gross profit for the year ended September 24, 2011 increased $29.0 million, or 3.8%, to $791.9 million compared with $762.9 million, for the year ended September 25, 2010. As a percentage of sales, gross profit totaled 22.2% for the year ended September 24, 2011 and 22.5% for the year ended September 25, 2010.

The increase in grocery segment gross profit dollars was primarily due to the higher sales volume. Grocery segment gross profit as a percentage of total sales (excluding gasoline) was 25.8% for fiscal 2011 compared with 25.5% for the comparable fiscal 2010 period. The Company has responded to the current competitive environment by keeping prices as low as possible in order to grow sales and market share. Comparative grocery segment gross margins were also affected by inflation on certain items, and changes in sales mix among product categories. None of these factors were predominant, resulting in modest gross margin growth.

Gross profit for the Company’s milk processing subsidiary for the year ended September 24, 2011 increased $0.6 million, or 2.8%, to $21.3 million, compared with $20.7 million for the year ended September 25, 2010. Gross profit as a percentage of sales was 11.2% for fiscal 2011 compared with 12.1% for fiscal 2010. Raw milk prices were higher during fiscal 2011 compared with fiscal 2010, which decreased gross profit as a percentage of sales, as relatively stable per-gallon milk profit margins were applied to the higher sales price.

In addition to the direct product cost, the cost of goods sold line item for the grocery segment includes inbound freight charges and the costs related to the Company’s distribution network. The milk processing segment is a manufacturing process; therefore, the costs mentioned above as well as purchasing and receiving costs, production costs, inspection costs, warehousing costs, internal transfer costs, and other costs of distribution incurred by the milk processing segment are included in the cost of sales line item, while these items are included in operating and administrative expenses for the grocery segment.

Operating and Administrative Expenses. Operating and administrative expenses increased $22.7 million, or 3.5%, to $677.9 million for the year ended September 24, 2011, from $655.2 million for the year ended September 25, 2010. As a percentage of sales, operating and administrative expenses were 19.0% for the fiscal year ended September 24, 2011, compared with 19.3% for the fiscal year ended September 25, 2010. Excluding gasoline, which does not have significant direct operating expenses, the ratio of operating expenses to sales was 22.1% for fiscal 2011 compared with 22.0% for fiscal 2010.

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

   (in millions)   Increase
as a % of
sales
 

Salaries and wages

  $8.7     0.24

Bank charges

  $4.0     0.11

Insurance expenses

  $3.9     0.11

Depreciation and amortization

  $3.2     0.09

Utility and fuel expenses

  $2.5     0.07

Salaries and wages increased due to the addition of labor hours required for the increased sales volume.

Bank charges rose primarily due to increased fees for processing debit and credit cards. The increase is a result of both increased usage of cards and increased transaction fees related to the usage.

Insurance expense increased due to an increased number of employees and due to higher claims under the Company’s self- insurance programs.

Depreciation and amortization expense increased as a result of the Company’s capital expenditures to improve its store base.

Utility and fuel expenses increased due to higher market energy costs experienced during fiscal 2011.

Rental Income, Net. Rental income, net increased $0.1 million to $1.9 million for fiscal 2011, from $1.8 million for fiscal 2010. Following a period of increased vacancies attributed to the economic recession, the Company’s tenant base has somewhat stabilized.

Gain (Loss) from Sale or Disposal of Assets.Gain from Sale or Disposal of Assets totaled $2.7 million for fiscal 2011 compared with losses of $0.1 million for fiscal 2010. During fiscal 2011 period, the Company was granted $3.1 million in an eminent domain proceeding related to an owned land parcel and recognized a gain of approximately $2.8 million. There were no other significant sale or disposal transactions during fiscal years 2011 or 2010.

Other Income, Net.Other income, net totaled $4.2 million for both fiscal years ended September 24, 2011 and September 25, 2010, respectively. Other income consists primarily of sales of waste paper and packaging.

Interest Expense. Interest expense decreased $2.9 million for the year ended September 24, 2011 to $62.0 million from $64.9 million for the year ended September 25, 2010. Total debt was $855.1 million at the end of fiscal year 2011 compared with $817.5 million at the end of fiscal year 2010. Interest on the $99.7 million of Recovery Zone Facility Bonds issued in December 2010 is currently capitalized as part of the construction cost of the Company’s new distribution and warehouse facility.

Income Taxes. Income tax expense as a percentage of pre-tax income decreased to 35.7% for the 2011 fiscal year compared with 36.8% for the 2010 fiscal year. The decrease in the effective tax rate is primarily due to additional federal tax credits available in fiscal 2011 as compared with 2010.

Net Income.Net income increased $8.3 million, or 26.6%, for the fiscal year ended September 24, 2011 to $39.1 million from $30.8 million for the fiscal year ended September 25, 2010. Basic and diluted earnings per share for Class A Common Stock were $1.67 and $1.60, respectively, for the fiscal year ended September 24, 2011 compared with $1.32 and $1.26, respectively, for the fiscal year ended September 25, 2010. Basic and diluted earnings per share for Class B Common Stock were each $1.52 for the fiscal year ended September 24, 2011 compared with $1.20 of basic and diluted earnings per share for the fiscal year ended September 25, 2010.

Liquidity and Capital Resources

 

The Company believes that a key to its ability to continue to increase sales and 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. As such, the Company has invested and will 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, and the relocation of selected existing stores to larger, more convenient locations.  The Company also believes that the new warehouse and distribution facility completed during fiscal 2013 will lower2012 has lowered its overall distribution costs and improveimproved product availability in its stores.

 

Capital expenditures totaled $180.6$104.1 million and $97.5$108.3 million for fiscal 20122015 and 2011,2014, respectively.  The largest capital expenditure in fiscal 2012 was for the completion of the new distribution facility, including expenditures for related vehicles and equipment. Other majorMajor capital expenditures include the following:

 

   2012   2011    

New stores

        1    

Replacement/remodeled stores

        3    

Store sites/land parcels purchased

   1         

Stores closed

            

Fuel stations added

   2     3    

(including those added at new or replacement stores)

 

 

 

 

 

 

 

 

 

 

 

 

2015

 

2014

New stores

 

1

 

1

Store sites/land parcels purchased

 

0

 

1

Fuel stations added

 

5

 

9

(including those added at new or replacement stores)

 

Capital expenditures also included upgrading and replacing store equipment, technology investments, capital expenditures related to the Company’s distribution operation and its milk processing plant, and expenditures for stores to open in subsequent fiscal years.

    During fiscal 2015, the Company closed two stores and plans to rebuild larger stores on the same land site as the demolished stores.    Also during fiscal 2015, the Company purchased three locations where it was operating a leased store.

Ingles’ capital expenditure plans for fiscal 20132016 include investments of approximately $100 to $130$140 million. The majority of the Company’s fiscal 20132016 capital expenditures will be dedicated to continued improvement of its store base and will include the completionconstruction of two or more new/remodeled stores.  Fiscal 20132016 capital expenditures will also include investments in stores expected to open in fiscal 20142017 as well as technology improvements, upgrading and replacing existing store equipment and warehouse and transportation equipment and improvements to the Company’s milk processing plant.

 

The Company expects that its net annual capital expenditures will be in the range of approximately $110$100 to $180$160 million going forward in order to maintain a modern store base.  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.

 

In general, the Company finances its capital expenditures to the extent possible from cash on hand and cash flow from operations.  Additional financing sources for capital expenditures include Borrowingsborrowings under the $175 million of committed line of credit, other borrowings that could be collateralized by unencumbered real property and equipment with a net book value of approximately $887$952 million, and the public debt or equity markets.  The Company has used each of these to finance past capital expenditures and expects to have them available in the future.

25


 

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. Construction commitments at September 29, 201226,  2015 totaled $11.2$15.9 million.

 

Liquidity

 

The Company generated $133.8$153.5 million of cash from operations in fiscal 20122015 compared with $97.2$154.3 million for fiscal 2011.2014.  Increased net income and deferred income taxes accounted for the increase.noncash depreciation were offset by increased working capital requirements.

 

Cash used by investing activities for fiscal 20122015 totaled $103.6$99.7 million compared with $164.1$107.9 million for fiscal 2011.2014.  The Company’s most significant investing activity is capital expenditures.  DuringComparing fiscal year 2012,2015 with fiscal year 2014, capital expenditures for the new distribution facility were funded with $75.7 millionslightly lower and proceeds of Recovery Zone bonds issued in fiscal 2011. The Recovery Zone bond proceedsfrom asset sales were invested in restricted investments until withdrawn to pay distribution facility costs.higher.

 

During fiscal 2012,2015, the Company’s net financing activities of $54.9 million consisted primarily of dividends and a reduction of total debt. During fiscal 2014, the Company’s net financing activities used $37.9 million. Total$54.7 million primarily for stock repurchases and regular dividends, funded primarily with borrowings decreased by $37.6 million during fiscal 2012, as the Company repaid higher rate debt and replaced some of the repaid debt withunder its line of credit borrowings at a lower interest rate. Other fiscal 2012 financing activities included dividends of $15.4 million and stock repurchases of $2.6 million.(the “Line”).     

 

In May 2009,June 2013, the Company issued $575.0$700.0 million aggregate principal amount of senior notes due in 20172023 (the “Notes”) in a private placement. Subsequent to the private placement, the Company filed a registration statement with the Securities and Exchange Commission to exchange private placement notes with registered notes..  The Notes bear an interest rate of 8.875%5.75% per annum and were issued at a discountpar.  Note proceeds were used to yield 9.5% per annum. On May 15, 2013repay $575.0 million aggregate principal amount of senior notes maturing in 2017, $52.0 million of indebtedness outstanding under the Notes become callable at 104.438%Company’s line of face value.credit, and pay costs related to the offering of the Notes.  Remaining Note proceeds were used for general corporate purposes, including capital expenditures.  The Company has begunCompany’s effective interest rate on senior notes borrowings decreased from 9.50% to evaluate alternatives as this call date approaches, given current favorable market conditions compared with conditions when the bonds were issued in May 2009.5.75%. 

 

In connection with the offering of the Notes, the Company entered into a new three-yearextended the maturity date of its $175.0 million line of credit and terminated three other lines of credit. Onfrom December 29, 20102015 to June 12, 2018 and modified certain interest rate options and covenants.  At September 26,  2015, the maturity date of the $175.0Company had $0.5 million line of credit was extended to December 29, 2015. There were $40.1 million of borrowingsborrowing outstanding under the line of credit at September 29, 2012. Line.

The line of creditLine provides the Company with various interest rate options

based on the prime rate, the Federal Funds Rate, or the London Interbank Offering Rate. The lineLine allows the Company to issue up to $30.0 million in unused letters of credit, of which $8.2$10.5 million of unused letters of credit were issued at September 29, 2012.26,  2015.  The Company is not required to maintain compensating balances in connection with this line of credit.the Line.  

 

On December 29, 2010, the Company completed the funding of $99.7 million of Recovery Zone Facility Bonds (the “Bonds”) for:  (A) acquisition, construction and equipping of an approximately 830,000 square foot new warehouse and distribution center and a new grocery store to be located in Buncombe County, North Carolina (the “Project”), and (B) the payment of certain expenses incurred in connection with the issuance of the Bonds.  The final maturity date of the Bonds is January 1, 2036.

 

The Bonds were issued by the Buncombe County Industrial Facilities and Pollution Control Financing Authority and were purchased by certain financial institutions. Under a Continuing Covenant and Collateral Agency Agreement (the “Covenant Agreement”) between thecertain financial institutions and the Company, the financial institutions willwould hold the Bonds until January 1,2, 2018, subject to certain events.   Mandatory redemption of the Bonds by the Company in the annual amount of $4,530,000 beginsbegan on January 1, 2014.

In connection with the offering of the Notes, the Company extended the maturity date of the Covenant Agreement from January 2, 2018 to June 30, 2021 and modified certain interest rate options and covenants.  The Company may redeem the Bonds without penalty or premium at any time prior to January 1, 2018.June 30, 2021. 

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 of credit, Bond and Notes indenture in the event of default under any one instrument.

 

The Notes, the Bonds and the line of credit 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 of credit 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 September 29, 2012,26,  2015, the Company was in compliance with these covenants by a significant margin.  Under the most restrictive of these covenants, the Company would be able to incur approximately $672$397 million of additional borrowings (including borrowings under the line of credit) as of September 29, 2012.26,  2015.  

 

The Company’s principal sources of liquidity are expected to be cash flow from operations, borrowings under its line of creditthe Line and long-term financing.  The Company believes, based on its current results of operations and financial condition, that its

26


financial resources, including cash balances, the existing bank line of credit,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 can be no assurance that any such sources of financing will be available to the Company 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 intangible factors. These factors may include, among others, increased competition, changing regional and national economic conditions, adverse climatic conditions affecting food production and delivery and changing demographics as well as the additional factors discussed above and elsewhere under “Item 1A. Risk Factors.” 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.

 

Contractual Obligations and Commercial Commitments

 

The Company has assumed various financial obligations and commitments in the normal course of its operations and financing activities. Financial obligations are considered to represent known future cash payments that the Company is required to make under existing contractual arrangements, such as debt and lease arrangements. The following table represents the scheduled maturities of the Company’s long-term contractual obligations as of September 29, 2012.

26,  2015: 

Payment Due by Period

 

Contractual Obligations
(amounts in thousands)

  Total   Less than
1 year
   1-3 years   3-5 years   More than
5 years
 

Long-term debt and line of credit

  $835,169    $49,929    $14,597    $629,336    $141,307  

Scheduled interest on long-term debt (1)

   274,357     58,746     114,528     89,212     11,872  

Upfront vendor allowances

   1,787     1,184     603     —       —    

Operating leases

   111,014     12,950     22,305     18,277     57,481  

Construction commitments

   11,194     11,194     —       —       —    
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total

  $1,233,521    $134,003    $152,033    $736,825    $210,660  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

 

(1)Scheduled interest on floating rate debt calculated using rates in effect on September 29, 2012.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Contractual Obligations

 

 

 

 

Less than

 

 

 

 

 

 

 

More than

(amounts in thousands)

 

Total

 

1 year

 

 

1-3 years

 

3-5 years

 

5 years

Long-term debt and line of credit

 

$

895,343 

 

$

12,651 

 

$

61,645 

 

$

35,023 

 

$

786,024 

Scheduled interest on long-term debt (1)

 

 

333,613 

 

 

45,609 

 

 

89,828 

 

 

45,587 

 

 

152,589 

Advance payments on purchase contracts

 

 

1,704 

 

 

902 

 

 

447 

 

 

30 

 

 

325 

Operating leases

 

 

78,805 

 

 

10,995 

 

 

19,851 

 

 

14,781 

 

 

33,178 

Construction commitments

 

 

15,923 

 

 

15,923 

 

 

 

 

 

 

Total

 

$

1,325,388 

 

$

86,080 

 

$

171,771 

 

$

95,421 

 

$

972,116 

(1) Scheduled interest on floating rate debt calculated using rates in effect on September 26,  2015.

 

Amounts available to the Company under commercial commitments as of September 29, 2012,26,  2015, were as follows:

 

Amount of Commitment Expiration per Period

 

Other Commercial Commitments
(amounts in thousands)

  Total   Less than
1 year
   1-3
years
   3-5 years   More than
5 years
 

Available line of credit

  $126,652    $  —     $—      $126,652    $  —   

Letters of credit-standby

   8,227     427     7,800     —       —   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Potential commercial commitments

  $134,879    $427    $7,800    $126,652    $—   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Other Commercial Commitments

 

 

 

 

Less than

 

 

 

 

 

 

 

More than

(amounts in thousands)

 

Total

 

1 year

 

1-3 years

 

3-5 years

 

5 years

Available line of credit

 

$

164,077 

 

$

 

$

164,077 

 

$

 

$

Letters of credit-standby

 

 

10,463 

 

 

10,463 

 

 

 

 

 

 

Potential commercial commitments

 

$

174,540 

 

$

10,463 

 

$

164,077 

 

$

 

$

 

Off Balance Sheet Arrangements

 

The Company is not a party to any off-balance sheet arrangements that have, or are reasonably likely to have, a current or future material effect on the Company’s financial condition, revenues, expenses, results of operations, liquidity, capital expenditures or capital resources.

 

Quarterly Cash Dividends

 

Since December 27, 1993, the Company has paid regular quarterly cash dividends of $0.165 per share on its Class A Common Stock and $0.15 per share on its Class B Common Stock for an annual rate of $0.66 and $0.60 per share, respectively. Because of increased tax rates on dividends that went into effect in January 2013, the Company paid in December 2012 a special dividend equal to $0.66 cents per each Class A share and $0.60 cents per each Class B share.  The Company also accelerated the payment of the regular quarterly January 2013 dividend into December 2012.  Both dividends were declared on December 7, 2012, payable on December 31, 2012 to shareholders of record on December 21, 2012.

27


 

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.

 

Long-term debt and line of credit agreements contain various restrictive covenants requiring, among other things, minimum levels of net worth and maintenance of certain financial ratios. These covenants have the effect of restricting certain types of transactions, including the payment of cash dividends generally and 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.

Impact of Inflation

 

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

 

   Twelve Months Ended 
   September 29,
2012
  September 24,
2011
 

All items

   2.0  3.9

Food and beverages

   1.6  4.7

Energy

   2.3  19.3

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Twelve Months Ended

 

 

September 26,

 

September 27,

 

 

2015

 

2014

All items

 

0.0 

 %

 

1.7 

 %

Food and beverages

 

1.6 

 %

 

3.0 

 %

Energy

 

(18.4)

 %

 

(0.6)

 %

 

New Accounting Pronouncements

 

For new accounting pronouncements, see Note 1 to the Consolidated Financial Statements included in this Annual Report on Form 10-K.

 

Outlook and Trends in the Company’s Markets

 

The completionCompany has improved the interior layout and product offerings in a significant number of the new distribution facility during fiscal 2012 will drive savings and operational efficiencies for fiscal year 2013 and many years beyond. The Company will continue its successful program of interior improvements to multiple stores. Following poor economic conditionsstores over the past few years,three fiscal years.  Economic conditions have improved to the point that the Company willhas accelerated the increase and improvement of its total retail square footage during fiscal 2013.footage. 

 

The Company continually assesses and developsmodifies its business model in light of these factors and to meet the changing needs and expectations of its customers.  In connection with this review, the Company assesses the trends present in the markets in which it competes.  Generally, it is difficult to predict whether a trend will continue for a period of time and it is possible that new trends will develop which will affect an existing trend.  The Company believes that the following trends are likely to continue for at least the next fiscal year:

 

·

The supermarket industry will remain highly competitive and will be characterized by industry consolidation, fragmented food retail platforms, and continued competition from super centers and other non-supermarket operators.

 

·

Uncertain economic conditions will continue to affect customer behavior.  Economic conditions may affect purchasing patterns with regard to meal replacement items, private label purchases, promotions and product variety.

 

·

The Company and its customers will continue to become more environmentally aware, evidenced by the Company’s increased recycled waste paper and pallets and customers’ increased usage of reusable shopping bags.

 

·

Volatile petroleum costs will impact utility and distribution costs, plastic supplies cost and may change customer shopping and dining behavior.

·

Retail gasoline costs and retail prices will continue to be volatile, affecting the Company’s gasoline sales and gross margin.

28


 

The Company plans to continue to focus on balancing sales growth and gross margin maintenance (excluding the effect of gasoline sales), and will carefully monitor its product mix and customer trends.

Item 7A.QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISKS

Item 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISKS

 

The Company is exposed to changes in interest rates primarily as a result of its borrowing activities, which include borrowings under the line of credit, real estate and equipment financing, the Company’s 8 7/8%5.75% Senior Notes due 20172023 and the Recovery Zone bonds. The line of credit, along with cash flow from operations, is used to maintain liquidity and fund business operations. The Company typically replaces borrowings under its variable rate line of credit, as necessary, with both long-term secured and unsecured financing.

The nature and amount of the Company’s debt (including the Senior Notes, which become callable in May, 2013) may vary as a result of future business requirements, market conditions and other factors. The definitive extent of the Company’s interest rate risk is not quantifiable or predictable because of the variability of future interest rates and business financing requirements, but the Company does not believe such risk is material. The Company may consider the use of derivative instruments to adjust the Company’s interest rate risk profile.

 

29


The table below presents principal amounts and related weighted average rates by year of maturity for the Company’s debt obligations at September 29, 201226,  2015 and September 24, 2011,27,  2014, respectively (in thousands):

 

September 29, 2012

 2013  2014  2015  2016  2017  Thereafter  Total  Fair Value 

Line of credit

 $—     $—     $—     $40,121   $—     $—     $—     $40,121  

Average variable interest rate

  —    —    —    3.99  —    —    —   

Long-term debt, variable interest rate

 $33,372  $2,344  $2,371   $2,398   $1,888   $35,845   $78,218   $110,482 

Average interest rate

  4.79  3.20  3.20  3.20  3.21  2.77  3.68 

Long-term debt, fixed interest rate

 $19,037  $2,975  $2,809   $2,961   $1,915   $23,842   $53,539   $21,880 

Average interest rate

  5.93  5.34  5.21  5.25  3.84  3.62  4.72 

Recovery Zone Bonds, variable interest rate

 $—     $4,530   $4,530   $4,530   $4,530   $81,620   $99,740   $99,740 

Average interest rate

  —    2.13  2.13  2.13  2.13  2.13  2.13 

Senior Notes, fixed interest rate

 $—     $—     $—     $—     $563,551   $—     $563,551  $618,844  

Average interest rate

  —    —    —    —    9.18  —    9.18 

September 24, 2011

 2012  2013  2014  2015  2016  Thereafter  Total  Fair Value 

Line of credit

 $—     $—     $—     $—     $—     $—     $—     $—    

Average variable interest rate

  —    —    —    —    —    —    —   

Long-term debt, variable interest rate

 $4,193  $32,455  $1,434   $1,470   $1,504   $38,939   $79,995   $79,995 

Average interest rate

  2.25  1.88  3.19  3.19  3.19  3.19  2.61 

Long-term debt, fixed interest rate

 $32,664  $27,261  $12,342   $4,167   $4,416   $33,465   $114,315   $114,474 

Average interest rate

  6.44  6.17  7.10  6.83  6.85  6.25  6.42 

Recovery Zone Bonds, variable interest rate

 $—     $—     $4,530   $4,530   $4,530   $86,150   $99,740   $99,740 

Average interest rate

  —    —    2.09  2.09  2.09  2.09  2.09 

Senior Notes, fixed interest rate

 $—     $—     $—     $—     $—     $561,069   $561,069  $606,625  

Average interest rate

  —    —    —    —  %  —    9.18  9.18 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

September 26, 2015

 

2016

 

 

2017

 

 

2018

 

 

2019

 

 

2020

 

 

Thereafter

 

 

Total

 

 

Fair Value

Line of credit

 

$

 

 

$

 

 

$

460 

 

 

$

 

 

$

 

 

$

 

 

$

460 

 

 

$

460 

Average variable interest rate

 

 

%

 

 

%

 

 

4.50 

%

 

 

%

 

 

%

 

 

%

 

 

4.50 

%

 

 

 

Long-term debt, variable interest rate

 

$

5,180 

 

 

$

5,225 

 

 

$

43,101 

 

 

$

12,510 

 

 

$

9,467 

 

 

$

 

 

$

75,484 

 

 

$

75,484 

Average interest rate

 

 

2.93 

%

 

 

2.94 

%

 

 

3.00 

%

 

 

3.32 

%

 

 

3.20 

%

 

 

%

 

 

3.07 

%

 

 

 

Long-term debt, fixed interest rate

 

$

2,941 

 

 

$

1,910 

 

 

$

1,888 

 

 

$

1,957 

 

 

$

2,028 

 

 

$

17,994 

 

 

$

28,719 

 

 

$

28,747 

Average interest rate

 

 

5.36 

%

 

 

4.01 

%

 

 

3.80 

%

 

 

3.80 

%

 

 

3.80 

%

 

 

3.80 

%

 

 

3.97 

%

 

 

 

Recovery Zone Bonds, variable interest rate

 

$

4,530 

 

 

$

4,530 

 

 

$

4,530 

 

 

$

4,530 

 

 

$

4,530 

 

 

$

68,030 

 

 

$

90,680 

 

 

$

90,680 

Average interest rate

 

 

2.26 

%

 

 

2.26 

%

 

 

2.26 

%

 

 

2.26 

%

 

 

2.26 

%

 

 

2.26 

%

 

 

2.26 

%

 

 

 

Senior Notes, fixed interest rate

 

$

 

 

$

 

 

$

 

 

$

 

 

$

 

 

$

700,000 

 

 

$

700,000 

 

 

$

719,250 

Average interest rate

 

 

%

 

 

%

 

 

%

 

 

%

 

 

%

 

 

5.75 

%

 

 

5.75 

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

September 27, 2014

 

2015

 

 

2016

 

 

2017

 

 

2018

 

 

2019

 

 

Thereafter

 

 

Total

 

 

Fair Value

Line of credit

 

$

 

 

$

 

 

$

 

 

$

29,910 

 

 

$

 

 

$

 

 

$

29,910 

 

 

$

29,910 

Average variable interest rate

 

 

%

 

 

%

 

 

%

 

 

3.38 

%

 

 

%

 

 

%

 

 

3.38 

%

 

 

 

Long-term debt, variable interest rate

 

$

5,149 

 

 

$

5,188 

 

 

$

5,233 

 

 

$

43,103 

 

 

$

12,508 

 

 

$

9,452 

 

 

$

80,634 

 

 

$

80,634 

Average interest rate

 

 

2.89 

%

 

 

2.89 

%

 

 

2.89 

%

 

 

2.96 

%

 

 

3.23 

%

 

 

3.16 

%

 

 

3.01 

%

 

 

 

Long-term debt, fixed interest rate

 

$

2,809 

 

 

$

2,961 

 

 

$

1,915 

 

 

$

1,878 

 

 

$

1,878 

 

 

$

20,065 

 

 

$

31,506 

 

 

$

32,171 

Average interest rate

 

 

5.32 

%

 

 

5.35 

%

 

 

4.01 

%

 

 

3.80 

%

 

 

3.80 

%

 

 

3.80 

%

 

 

4.09 

%

 

 

 

Recovery Zone Bonds, variable interest rate

 

$

4,530 

 

 

$

4,530 

 

 

$

4,530 

 

 

$

4,530 

 

 

$

4,530 

 

 

$

72,560 

 

 

$

95,210 

 

 

$

95,210 

Average interest rate

 

 

2.25 

%

 

 

2.25 

%

 

 

2.25 

%

 

 

2.25 

%

 

 

2.25 

%

 

 

2.25 

%

 

 

2.25 

%

 

 

 

Senior Notes, fixed interest rate

 

$

 

 

$

 

 

$

 

 

$

 

 

$

 

 

$

700,000 

 

 

$

700,000 

 

 

$

705,250 

Average interest rate

 

 

%

 

 

%

 

 

%

 

 

%

 

 

%

 

 

5.75 

%

 

 

5.75 

%

 

 

 

 

The Company has not typically utilized financial or derivative instruments for trading or other speculative purposes, nor has it typically utilized leveraged financial instruments. In the future, the Company may consider derivative instruments such as interest rate swaps to manage its overall interest rate risk.  On the basis of the fair value of the Company’s market sensitive instruments at September 29, 2012,26,  2015, the Company does not consider the potential near-term losses in future earnings, fair values and cash flows from reasonable possible near-term changes in interest rates and exchange rates to be material.

30


Item 8.FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

 

The Company’s financial statements required by this item are set forth as a separate section of this Annual Report on Form 10-K.  See Part IV, Item 15 of this Annual Report on Form 10-K.

Item 9.CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

Ernst & Young LLP (E&Y) was previously the independent registered public accounting firm for Ingles Markets, Inc. On February 27, 2012, that firm was dismissed and Deloitte & Touche LLP was engaged as principal accountant. The decision to change accountants was approved by the Audit Committee and the Executive Committee of the Board of Directors.

During the two fiscal years ended September 24, 2011 and September 25, 2010, and during the subsequent interim period through February 27, 2012, there were no (1) disagreements with E&Y on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedures, which disagreements if not resolved to their satisfaction would have caused them to make reference in connection with their opinion to the subject matter of the disagreement, or (2) reportable events, as that term is described in Item 304(a)(1)(v) of Regulation S-K.

The audit reports of E&Y on the consolidated financial statements of Ingles Markets, Inc. as of and for the years ended September 24, 2011 and September 25, 2010, did not contain any adverse opinion or disclaimer of opinion, nor were they qualified or modified as to uncertainty, audit scope, or accounting principles. A letter from E&Y addressed to the Commission stating whether it agrees with the above statements was filed as Exhibit 16.1 to the Company’s Form 8-K filed with the Commission on March 2, 2012.

Item 9A.CONTROLS AND PROCEDURES

 

Item 9A. CONTROLS AND PROCEDURES

Conclusion Regarding Disclosure Controls and Procedures

 

The Company maintains disclosure controls and procedures designed to provide reasonable assurance to achieve 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 and procedures, however well designed and operated, can provide only reasonable, and not absolute, assurance that the objectives of the system are met.

 

As required by Rule 13a-15(b) under the Exchange Act, 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 September 29, 2012,26,  2015, the end of the period covered by this report.

 

Based on the evaluation, the Company’s Chief Executive Officer and Chief Financial Officer conclude that the Company’s disclosure controls and procedures were effective at a reasonable assurance level as of September 29, 2012.26,  2015.

 

Management’s Annual Report on Internal Control Over Financial Reporting

 

Management is responsible for establishing and maintaining adequate internal control over financial reporting, as defined in Exchange Act Rule 13a-15(f).  Internal control over financial reporting is designed to

provide reasonable assurance regarding the reliability of financial reporting and preparation of financial statements for external purposes in accordance with U.S. generally accepted accounting principles.  The Company’s internal control over financial reporting includes those policies and procedures that:

 

(i)

(i)

pertain to the maintenance of records that, in a reasonable detail, accurately and fairly reflect the transactions and dispositions of the Company’s assets;

 

(ii)

provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with authorizations of the Company’s management and directors; and

 

(iii)

provide

Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisitions, use or disposition of the Company’s assets that could have a material adverse effect on the financial statements.

 

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.  Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

 

The Company has assessed the effectiveness of its internal control over financial reporting as of September 29, 201226,  2015 using the criteria described inInternal Control – Integrated Framework  (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

 

Based on its assessment of the design and related testing of the Company’s internal control over financial reporting, management has concluded that, as of September 29, 2012,26,  2015, the Company maintained effective internal control over financial reporting based on the criteria set forth in the COSO framework.

 

The Company’s independent auditors, Deloitte & Touche LLP, a registered public accounting firm, are appointed by the Audit Committee of the Company’s Board of Directors, subject to ratification by our Company’s shareowners.Directors. Deloitte & Touche LLP has audited and reported on the consolidated financial statements of the Company and the Company’s internal control over financial reporting. The reports of the independent auditors are contained in this Annual Report.

31


 

The effectiveness of the Company’s internal control over financial reporting has been audited by the Company’s independent auditor, Deloitte & Touche LLP, a registered public accounting firm, as stated in their report at page 4138 herein.

 

Changes in Internal Control Over Financial Reporting

 

There has been no change during the Company’s fiscal year ended September 29, 201226,  2015 in the Company’s internal control over financial reporting that was identified in connection with the evaluation required by Exchange Act Rule 13a-15(d) which has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

 

As noted above, management has concluded that the Company’s disclosure controls and procedures were effective as of September 29, 2012.26,  2015.

 

In May 2013, COSO issued its Internal Control — Integrated Framework (the “2013 Framework”).  While the 2013 Framework’s internal control components (i.e., control environment, risk assessment, control activities, information and communication, and monitoring activities) are the same as those in the 1992 Framework, the new framework required companies to assess whether 17 principles are present and functioning in determining whether their system of internal control is effective.  The Company adopted the 2013 Framework during the fiscal year ending September 26, 2015.

Item 9B.OTHER INFORMATION

Item 9B. OTHER INFORMATION

 

None.

PART III

Item 10.DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

Item 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

 

The information required by this Item, including the information concerning the Company’s directors and officers, audit committee, and compliance with Section 16 of the Exchange Act, is incorporated herein by reference to the information to be contained in the Company’s definitive Proxy Statement to be used in connection with the solicitation of proxies for the Company's 20132016 annual meeting of stockholders.  The definitive Proxy Statement will be filed with the Securities and Exchange Commission (the “Commission”) pursuant to Regulation 14A no later than 120 days after September 29, 2012.26,  2015.

 

The Company has adopted a Code of Ethics that applies to its senior financial officers, including without limitation, its Chief Executive Officer, Chief Financial Officer and Controller. The full text of the Code of Ethics is published on the Company’s website at www.ingles-markets.com under the caption “Corporate Information.” In the event that the Company makes any amendments to, or grants any waivers of, a provision of the Code of Ethics applicable to its principal executive officer, principal financial officer or principal accounting officer, the Company intends to disclose such amendment or waiver on its website.  Information on the Company’s website, however, does not form a part of this Annual Report on Form 10-K.

Item 11.EXECUTIVE COMPENSATION

Item 11. EXECUTIVE COMPENSATION

 

The information required by this Item is incorporated herein by reference to the information to be contained in the Company’s definitive Proxy Statement referred to above in “Item 10. Directors, Executive Officers and Corporate Governance.”

Item 12.SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

 

The information required by this Item is incorporated herein by reference to the information to be contained in the definitive Proxy Statement referred to above in “Item 10. Directors, Executive Officers and Corporate Governance.”

Item 13.CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

Item 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

 

The information required by this Item is incorporated herein by reference to the information to be contained in the definitive Proxy Statement referred to above in “Item 10. Directors, Executive Officers and Corporate Governance.”

Item 14.PRINCIPAL ACCOUNTANT FEES AND SERVICES

Item 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES

 

The information required by this Item is incorporated herein by reference to the information to be contained in the definitive Proxy Statement referred to above in “Item 10. Directors, Executive Officers and Corporate Governance.”

PART IV

 

32


PART IV

Item 15.EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

 

(a)Documents filed as part of this report:

Item 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

(a)Documents filed as part of this report:

 

1. The following financial statements of the Registrant are included in response to Item 8 of this Annual Report on Form 10-K:

 

Consolidated Balance Sheets as of September 29, 2012 and September 24, 2011;

Consolidated Statements of Income for the years ended September 29, 2012, September 24, 2011, and September 25, 2010;

Consolidated Statements of Changes in Stockholders’ Equity for the years ended September 29, 2012, September 24, 2011, and September 25, 2010;

Consolidated Statements of Cash Flows for the years ended September 29, 2012, September 24, 2011, and September 25, 2010;

Consolidated Balance Sheets as of September 26,  2015 and September 27,  2014;

Consolidated Statements of Income for the years ended September 26,  2015, September 27,  2014, and September 28,  2013;

Consolidated Statements of Changes in Stockholders’ Equity for the years ended September 26,  2015, September 27,  2014, and September 28,  2013;

Consolidated Statements of Cash Flows for the years ended September 26,  2015, September 27,  2014, and September 28,  2013;

Notes to Consolidated Financial Statements.

 

2. Financial statement schedules:

 

Schedule II—

Schedule II – Supplemental schedule of valuation and qualifying accounts.

 

3. Exhibits

 

(b)Exhibits:

(b)Exhibits:

 

 3.1

  3.1

Articles of Incorporation of Ingles Markets, Incorporated (included as Exhibit 3.1 to Ingles Markets, Incorporated’s Registration Statement on Form S-1, File No. 33-23919, previously filed with the Commission and incorporated herein by this reference).

 3.2

  3.2

Articles of Amendment to Articles of Incorporation of Ingles Markets, Incorporated (included as Exhibit 3.3 to Ingles Markets, Incorporated’s Annual Report on Form 10-K for the fiscal year ended September 25, 2004, File No. 0-14706, previously filed with the Commission and incorporated herein by this reference).

 3.3

  3.3

Articles of Amendment to Articles of Incorporation of Ingles Markets, Incorporated dated April 23, 2012 (included as Exhibit 3.3 to Ingles Markets, Incorporated Quarterly Report on Form 10-Q for the fiscal quarter ended March 24, 2012, File No. 0-14706, previously filed with the Commission and incorporated herein by this reference).

 3.4

  3.4

Amended and Restated By-Laws of Ingles Markets, Incorporated (included as Exhibit 99.1 to Ingles Markets, Incorporated’s Current Report on Form 8-K, File No. 0-14706, previously filed with the Commission on August 30, 2007 and incorporated herein by this reference).

 4.1

  4.1

Articles 4 and 9 of the Articles of Incorporation of Ingles Markets, Incorporated (included as Exhibit 3.1 to Ingles Markets, Incorporated’s Registration Statement on Form S-1, File No. 33-23919, and Exhibit 3.3 to Ingles Markets, Incorporated’s Annual Report on Form 10-K for the fiscal year ended September 25, 2004, File No. 0-14706, respectively, each of which were previously filed with the Commission and are incorporated herein by this reference).

 4.2

  4.2

Articles 2, 3, 10, 11 and 14 of the Amended and Restated By-Laws of Ingles Markets, Incorporated (included as Exhibit 99.1 to Ingles Markets, Incorporated’s Current Report on Form 8-K, File No. 0-14706, previously filed with the Commission on August 30, 2007 and incorporated herein by this reference).

33


 4.3

  4.3

Indenture, dated as of MayJune 12, 2009,2013, between Ingles Markets, Incorporated and U.S. Bank, National Association,Branch Banking and Trust Company, as Trustee, governing the 8 7/8%5.75% Senior Notes Due 2017,2023, including the form of unregistered 8 7/8%5.75% Senior Note Due 20172023 (included as Exhibit 4.1 to Ingles Markets, Incorporated’s Current Report on Form 8-K, File No. 0-14706, previously filed with the Commission on May 15, 2009June 12, 2013 and incorporated herein by this reference).

 4.4

  4.4

Registration Rights Agreement, dated MayJune 12, 2009,2013, among the Company and Banc of AmericaMerrill Lynch, Pierce, Fenner and Smith Incorporated, Wells Fargo Securities, LLC, WachoviaBB&T Capital Markets, LLC and BB&T, a division of Scott & Stringfellow,BB&T Securities, LLC and SunTrust Robinson Humphrey, Inc. (included as Exhibit 4.3 to Ingles Markets, Incorporated’s Current Report on Form 8-K, File No. 0-14706, previously filed with the Commission on May 15, 2009June 12, 2013 and incorporated herein by this reference).

10.1

10.1

Credit Agreement, dated as of May 12, 2009, among the Company and the lenders party thereto, Bank of America, as administrative agent, swing line lender and l/c issuer, Branch Banking and Trust Company, as syndication agent, Wachovia Bank, National Association, as documentation agent, and Banc of America Securities LLC, Branch Banking and Trust Company and Wachovia Capital Markets, LLC, as joint lead arrangers and joint book managers (included as Exhibit 10.1 to Ingles Markets, Incorporated’s Current Report on Form 8-K, File No. 0-14706, previously filed with the Commission on May 15, 2009 and incorporated herein by this reference).

10.2

10.2

Exhibits and Schedules to Credit Agreement dated May 12, 2009, among the Company and the lenders party thereto, Bank of America, as administrative agent, swing line lender and l/c issuer, Branch Banking and Trust Company, as syndication agent, Wachovia Bank, National Association, as documentation agent, and Banc of America Securities LLC, Branch Banking and Trust Company and Wachovia Capital Markets, LLC, as joint lead arrangers and joint book managers (included as Exhibit 10.1 to Ingles Markets, Incorporated’s Current Report on Form 8-K, File No. 0-14706, previously filed with the Commission on May 15, 2009 and incorporated herein by this reference).

10.3

10.3

Waiver and First Amendment to the Credit Agreement dated as of May 12, 2009, among the Company the lenders from time to time party thereto, Bank of America, N.A., as administrative agent, swing line lender and l/c issuer, and the other agents, joint lead arrangers and joint book managers party thereto.thereto (included as Exhibit 10.3 to Ingles Markets, Incorporated’s Annual Report on Form 10-K for the fiscal year ended September 29, 2012, File No. 0-14706, previously filed with the Commission and incorporated herein by this reference).

10.4

10.4

Second Amendment to the Credit Agreement dated as of May 12, 2009, among the Company the lenders from time to time party thereto, Bank of America, N.A., as administrative agent, swing line lender and l/c issuer, and the other agents, joint lead arrangers and joint book managers party thereto (included as Exhibit 10.1 to Ingles Markets, Incorporated’s Current Report on Form 8-K, File No. 0-14706, previously filed with the Commission on January 4, 2011 and incorporated herein by this reference).

10.5

10.5

Third Amendment to the Credit Agreement dated as of May 12, 2009, among the Company the lenders from time to time party thereto, Bank of America, N.A., as administrative agent, swing line lender and l/c issuer, and the other agents, joint lead arrangers and joint book managers party thereto.thereto (included as Exhibit 10.5 to the Ingles Markets, Incorporated’s Annual Report on Form 10-K, File No. 0-14706, previously filed with the Commission on December 26, 2012 and incorporated herein by this reference).

10.6

Fourth Amendment to the Credit Agreement dated as of May 12, 2009, among the Company the lenders from time to time party thereto, Bank of America, N.A., as administrative agent, swing line lender and l/c issuer, and the other agents, joint lead arrangers and joint book managers party thereto (included as Exhibit 10.6 to Ingles Markets, Incorporated’s Quarterly Report on Form 10-Q for the quarter ended June 29, 2013, File No. 0-14706, previously filed with the Commission and incorporated herein by this reference).

10.6

34


10.7

Amended and Restated Ingles Markets, Incorporated Investment/Profit Sharing Plan effective September 29, 2002 (included as Exhibit 10.11 to Ingles Markets, Incorporated’s Annual Report on Form 10-K for the fiscal year ended September 28, 2002, File No. 0-14706, previously filed with the Commission and incorporated herein by this reference).

(Management contract or compensatory plan or arrangement required to be filed as an exhibit to this Annual Report on Form 10-K pursuant to Item 15(b) of Form 10-K.)

10.8

10.7

First Amendment to the Ingles Markets, Incorporated Investment/Profit Sharing Plan (included as Exhibit 10.3 to Ingles Markets, Incorporated’s Annual Report on Form 10-K for the fiscal year ended September 27, 2003, File No. 0-14706, previously filed with the Commission and incorporated herein by this reference).

(Management contract or compensatory plan or arrangement required to be filed as an exhibit to this Annual Report on Form 10-K pursuant to Item 15(b) of Form 10-K.)

10.9

10.8

Second Amendment to the Ingles Markets, Incorporated Investment/Profit Sharing Plan dated November 2, 2011 (included as Exhibit 10.5 to the Ingles Markets, Incorporated Annual Report on Form 10-K for the fiscal year ended September 24, 2011, File No. 0-14706, previously filed with the Commission and incorporated herein by this reference).

(Management contract or compensatory plan or arrangement required to be filed as an exhibit to thisAnnual Report on Form 10-K pursuant to Item 15(b) of Form 10-K.)

10.10

10.9

Ingles Markets, Incorporated Non-qualified Plan dated May 30, 2005 (included as Exhibit 10.5 to Ingles Markets, Incorporated’s Annual Report on Form 10-K for the fiscal year ended September 24, 2005, File No. 0-14706, previously filed with the Commission and incorporated herein by this reference).

(Management contract or compensatory plan or arrangement required to be filed as an exhibit to this Annual Report on Form 10-K pursuant to Item 15(b) of Form 10-K.)

10.11

10.10

Ingles Markets, Incorporated Executive Non-qualified Excess Plan amended and restated Effective January 1, 2013, dated November 1, 2012.2012 (included as Exhibit 10.10 to Ingles Markets, Incorporated’s Annual Report on Form 10-K for the fiscal year ended September 29, 2012, File No. 0-14706, previously filed with the Commission and incorporated herein by this reference).

(Management contract or compensatory plan or arrangement required to be filed as an exhibit to thisAnnual Report on Form 10-K pursuant to Item 15(b) of Form 10-K.)

10.12

16.1Letter re Change in Certifying Accountant

Fifth Amendment to the Credit Agreement dated as of January 31, 2014, among the Company the lenders from time to time party thereto, Bank of America, N.A., as administrative agent, swing line lender and l/c issuer, and the other agents, joint lead arrangers and joint book managers party thereto (included as Exhibit 16.110.7 to Ingles Markets, Incorporated’s Quarterly Report on Form 10-Q for the quarter ended December 28, 2013, File No. 0-14706, previously filed with the Commission and incorporated herein by this reference).

10.13

Sixth Amendment to the Credit Agreement dated as of June 20, 2014, among the Company the lenders from time to time party thereto, Bank of America, N.A., as administrative agent, swing line lender and l/c issuer, and the other agents, joint lead arrangers and joint book managers party thereto (included as Exhibit 10.1 to Ingles Markets, Incorporated’s Current Report on Form 8-K, File No. 0-14706, previously filed with the Commission on March 2, 2012June 24, 2014 and incorporated herein by this reference).

21.1

21.1

Subsidiaries of Ingles Markets, Incorporated.Incorporated (included as Exhibit 21.1 to Ingles Markets, Incorporated’s Annual Report on Form 10-K for the fiscal year ended September 29, 2012, File No. 0-14706, previously filed with the Commission and incorporated herein by this reference).

35


31.1

31.1

Certification of Chief Executive Officer Pursuant to Section 302 of Sarbanes-Oxley Act of 2002.

31.2

31.2

Certification of Chief Financial Officer Pursuant to Section 302 of Sarbanes-Oxley Act of 2002.

32.1

32.1

Certification by Chief Executive Officer Pursuant to Section 906 of Sarbanes-Oxley Act of 2002.

32.2

32.2

Certification by Chief Financial Officer Pursuant to Section 906 of Sarbanes-Oxley Act of 2002.

101

101

The following financial information from the Annual Report on Form 10-K for the fiscal year ended September 29, 2012,26,  2015, formatted in XBRL (Extensible Business Reporting Language) and furnished electronically herewith: (i) the Consolidated Statements of Income; (ii) the Consolidated Balance Sheets; (iii) the Consolidated Statements of Cash Flows; (iv) the Consolidated Statements of Changes in Stockholders’ Equity; and (v) the Notes to the Consolidated Financial Statements.

36


Report of Independent Registered Public Accounting Firm

 

To the Board of Directors and Stockholders of Ingles Markets, Incorporated


Black Mountain, North Carolina

 

We have audited the accompanying consolidated balance sheetsheets of Ingles Markets, Incorporated and subsidiaries (the “Company”) as of September 29, 2012,26, 2015 and September 27, 2014, and the related consolidated statements of income, changes in stockholders’ equity, and cash flows for each of the year then ended.three years in the period ended September 26, 2015. Our auditaudits also included the financial statement schedule listed in the index at Item 15(a)15 (a). These financial statements and financial statement schedule are the responsibility of the Company’s management. Our responsibility is to express an opinion on the financial statements and financial statement schedule based on our audit.audits.

 

We conducted our auditaudits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit providesaudits provide a reasonable basis for our opinion.

 

In our opinion, such consolidated financial statements present fairly, in all material respects, the financial position of the CompanyIngles Markets, Incorporated and subsidiaries at September 29, 2012,26, 2015 and September 27, 2014, and the results of their operations and their cash flows for each of the year thenthree years in the period ended September 26, 2015, in conformity with accounting principles generally accepted in the United States of America. Also, in our opinion, such financial statement schedule when considered in relation to the basic consolidated financial statements taken as a whole, presents fairly, in all material respects, the information set forth therein.

 

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the Company’s internal control over financial reporting as of September 29, 2012,26, 2015, based on the criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated December 26, 2012,10, 2015, expressed an unqualified opinion on the Company’s internal control over financial reporting.

 

/s/ DELOITTE & TOUCHE LLP

Birmingham, AlabamaAtlanta, Georgia

December 26, 2012

10, 2015 

37


Report of Independent Registered Public Accounting Firm

 

To the Board of Directors and Stockholders of Ingles Markets, Incorporated


Black Mountain, North Carolina

 

We have audited the internal control over financial reporting of Ingles Markets, Incorporated, and subsidiaries (the “Company”) as of September 29, 2012,26, 2015, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Annual Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit.

 

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

 

A company’s internal control over financial reporting is a process designed by, or under the supervision of, the company’s principal executive and principal financial officers, or persons performing similar functions, and effected by the company’s board of directors, management, and other personnel to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States of America.accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

 

Because of the inherent limitations of internal control over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may not be prevented or detected on a timely basis. Also, projections of any evaluation of the effectiveness of the internal control over financial reporting to future periods are subject to the risk that the controls may become inadequate because of changes in conditions or that the degree of compliance with the policies or procedures may deteriorate.

 

In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of September 29, 2012,26, 2015, based on the criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

 

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the accompanying consolidated financial statements and financial statement schedule as of and for the year ended September 29, 2012,26, 2015 of the Company and our report dated December 26, 2012,10, 2015 expressed an unqualified opinion on those consolidated financial statements and financial statement schedule.

 

/s/ DELOITTE & TOUCHE LLP

 

Birmingham, AlabamaAtlanta, Georgia

December 26, 2012

Report of Independent Registered Public Accounting Firm10, 2015

 

The Board of Directors and Stockholders

Ingles Markets, Incorporated

38

 

We have audited the accompanying consolidated balance sheet of Ingles Markets, Incorporated and subsidiaries as of September 24, 2011, and the related consolidated statements of income, stockholders’ equity, and cash flows for each of the two years in the period ended September 24, 2011. Our audits also included the financial information for each of the two years in the period ended September 24, 2011 included in the financial statement schedule listed in the Index at Item 15(a). These financial statements and schedule are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements and schedule based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the consolidated financial position of Ingles Markets, Incorporated and subsidiaries at September 24, 2011, and the consolidated results of their operations and their cash flows for each of the two years in the period ended September 24, 2011, in conformity with U.S. generally accepted accounting principles. Also, in our opinion, the financial information for each of the two years in the period ended September 24, 2011 included in the related financial statement schedule, when considered in relation to the basic financial statements taken as a whole, presents fairly in all material respects the information set forth therein.


 

/s/ ERNST & YOUNG LLP

 

Charlotte, North Carolina

December 2, 2011

INGLES MARKETS, INCORPORATED AND SUBSIDIARIES

 

CONSOLIDATED BALANCE SHEETS

SEPTEMBER 29, 201226,  2015 AND SEPTEMBER 24, 2011

   2012   2011 

ASSETS

    

CURRENT ASSETS:

    

Cash and cash equivalents

  $4,683,410    $12,421,250  

Receivables (less allowance for doubtful accounts of $741,690—2012 and $524,460—2011)

   61,519,081     56,841,059  

Inventories

   329,614,925     303,166,488  

Other

   30,386,453     16,935,660  
  

 

 

   

 

 

 

Total current assets

   426,203,869     389,364,457  

PROPERTY AND EQUIPMENT, NET

   1,197,137,643     1,133,204,187  

OTHER ASSETS:

    

Restricted investments

   —       75,730,905  

Other assets

   18,767,092     20,050,259  
  

 

 

   

 

 

 

TOTAL ASSETS

  $1,642,108,604    $1,618,349,808  
  

 

 

   

 

 

 

27,  2014 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2015

 

2014

ASSETS

 

 

 

 

 

 

CURRENT ASSETS:

 

 

 

 

 

 

Cash and cash equivalents

 

$

7,505,040 

 

$

8,613,628 

Receivables (less allowance for doubtful accounts of  $400,248 – 2015 and $307,029 – 2014)

 

 

66,284,163 

 

 

60,991,062 

Inventories

 

 

338,644,128 

 

 

329,523,604 

Other

 

 

19,862,763 

 

 

14,789,004 

Total current assets

 

 

432,296,094 

 

 

413,917,298 

 

 

 

 

 

 

 

PROPERTY AND EQUIPMENT, NET

 

 

1,211,458,393 

 

 

1,218,607,029 

 

 

 

 

 

 

 

OTHER ASSETS

 

 

27,629,005 

 

 

24,427,237 

 

 

 

 

 

 

 

TOTAL ASSETS

 

$

1,671,383,492 

 

$

1,656,951,564 

 

See Notes to Consolidated Financial Statements.

39


INGLES MARKETS, INCORPORATED AND SUBSIDIARIES

 

CONSOLIDATED BALANCE SHEETS

SEPTEMBER 29, 201226,  2015 AND SEPTEMBER 24, 201127,  2014 

 

   2012   2011 

LIABILITIES AND STOCKHOLDERS’ EQUITY

    

CURRENT LIABILITIES:

    

Current portion of long-term debt

  $49,928,264    $34,375,989  

Accounts payable—trade

   163,541,226     166,797,912  

Accrued expenses and current portion of other long-term liabilities

   92,682,243     89,322,063  
  

 

 

   

 

 

 

Total current liabilities

   306,151,733     290,495,964  

DEFERRED INCOME TAXES

   84,120,000     67,939,000  

LONG-TERM DEBT

   785,240,249     820,743,747  

OTHER LONG-TERM LIABILITIES

   9,183,153     7,225,503  
  

 

 

   

 

 

 

Total liabilities

   1,184,695,135     1,186,404,214  
  

 

 

   

 

 

 

COMMITMENTS AND CONTINGENCIES

   —       —    

STOCKHOLDERS’ EQUITY:

    

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

   —       —    

Common stocks:

    

Class A, $0.05 par value; 150,000,000 shares authorized; issued and outstanding, 12,953,635 shares in 2012, 12,939,533 shares in 2011

   647,682     646,977  

Class B, convertible to Class A, $0.05 par value; 100,000,000 shares authorized; issued and outstanding, 11,306,141 shares in 2012, 11,489,726 shares in 2011

   565,307     574,486  

Paid-in capital in excess of par value

   114,236,249     116,844,842  

Retained earnings

   341,964,231     313,879,289  
  

 

 

   

 

 

 

Total stockholders’ equity

   457,413,469     431,945,594  
  

 

 

   

 

 

 

TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY

  $1,642,108,604    $1,618,349,808  
  

 

 

   

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2015

 

2014

 

 

 

 

 

 

 

LIABILITIES AND STOCKHOLDERS’ EQUITY

 

 

 

 

 

 

CURRENT LIABILITIES:

 

 

 

 

 

 

Current portion of long-term debt

 

$

12,651,321 

 

$

12,488,400 

Accounts payable - trade

 

 

166,039,952 

 

 

167,314,891 

Accrued expenses and current portion of other long-term liabilities

 

 

74,552,234 

 

 

70,944,728 

Total current liabilities

 

 

253,243,507 

 

 

250,748,019 

 

 

 

 

 

 

 

DEFERRED INCOME TAXES

 

 

71,909,000 

 

 

70,040,000 

 

 

 

 

 

 

 

LONG-TERM DEBT

 

 

882,691,471 

 

 

924,771,343 

 

 

 

 

 

 

 

OTHER LONG-TERM LIABILITIES

 

 

34,561,114 

 

 

28,790,035 

Total liabilities

 

 

1,242,405,092 

 

 

1,274,349,397 

 

 

 

 

 

 

 

COMMITMENTS AND CONTINGENCIES

 

 

—  

 

 

—  

 

 

 

 

 

 

 

STOCKHOLDERS’ EQUITY:

 

 

 

 

 

 

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

 

 

—  

 

 

—  

Common stocks:

 

 

 

 

 

 

Class A, $0.05 par value; 150,000,000 shares authorized; issued and outstanding, 13,924,651 shares in 2015, 13,540,333 shares in 2014

 

 

696,233 

 

 

677,017 

Class B, convertible to Class A, $0.05 par value; 100,000,000 shares authorized; issued and outstanding, 6,335,125 shares in 2015, 6,719,443 shares in 2014

 

 

316,756 

 

 

335,972 

 

 

 

 

 

 

 

Paid-in capital in excess of par value

 

 

12,311,249 

 

 

12,311,249 

 

 

 

 

 

 

 

Retained earnings

 

 

415,654,162 

 

 

369,277,929 

Total stockholders’ equity

 

 

428,978,400 

 

 

382,602,167 

TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY

 

$

1,671,383,492 

 

$

1,656,951,564 

See Notes to Consolidated Financial Statements

Statements.

40


INGLES MARKETS, INCORPORATED AND SUBSIDIARIES

 

CONSOLIDATED STATEMENTS OF INCOME

FISCAL YEARS ENDED SEPTEMBER 29, 2012,26,  2015,  

SEPTEMBER 24, 201127,  2014 AND SEPTEMBER 25, 201028,  2013

 

   2012   2011  2010 

Net sales

  $3,709,433,820    $3,559,921,334   $3,390,051,840  

Cost of goods sold

   2,890,098,368     2,768,045,143    2,627,124,927  
  

 

 

   

 

 

  

 

 

 

Gross profit

   819,335,452     791,876,191    762,926,913  

Operating and administrative expenses

   697,602,981     677,889,162    655,192,251  

Rental income, net

   1,444,346     1,854,098    1,766,723  

Gain (loss) from sale or disposal of assets

   670,025     2,675,693    (54,969
  

 

 

   

 

 

  

 

 

 

Income from operations

   123,846,842     118,516,820    109,446,416  

Other income, net

   3,527,065     4,159,445    4,224,412  

Interest expense

   60,026,564     61,965,755    64,853,639  
  

 

 

   

 

 

  

 

 

 

Income before income taxes

   67,347,343     60,710,510    48,817,189  
  

 

 

   

 

 

  

 

 

 

Income taxes:

     

Current

   9,701,000     27,603,000    12,851,000  

Deferred

   14,202,000     (5,952,000  5,124,000  
  

 

 

   

 

 

  

 

 

 
   23,903,000     21,651,000    17,975,000  
  

 

 

   

 

 

  

 

 

 

Net income

  $43,444,343    $39,059,510   $30,842,189  
  

 

 

   

 

 

  

 

 

 

Per-share amounts:

     

Class A Common Stock

     

Basic earnings per common share

  $1.87    $1.67   $1.32  
  

 

 

   

 

 

  

 

 

 

Diluted earnings per common share

  $1.79    $1.60   $1.26  
  

 

 

   

 

 

  

 

 

 

Class B Common Stock

     

Basic earnings per common share

  $1.70    $1.52   $1.20  
  

 

 

   

 

 

  

 

 

 

Diluted earnings per common share

  $1.70    $1.52   $1.20  
  

 

 

   

 

 

  

 

 

 

Cash dividends per common share:

     

Class A

  $0.66    $0.66   $0.66  
  

 

 

   

 

 

  

 

 

 

Class B

  $0.60    $0.60   $0.60  
  

 

 

   

 

 

  

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2015

 

2014

 

2013

Net sales

 

$

3,778,643,782 

 

$

3,835,985,953 

 

$

3,738,540,461 

Cost of goods sold

 

 

2,885,339,982 

 

 

2,990,822,438 

 

 

2,910,730,478 

Gross profit

 

 

893,303,800 

 

 

845,163,515 

 

 

827,809,983 

Operating and administrative expenses

 

 

756,313,013 

 

 

722,644,214 

 

 

706,497,512 

Gain from sale or disposal of assets

 

 

2,191,256 

 

 

825,856 

 

 

4,261,704 

Income from operations

 

 

139,182,043 

 

 

123,345,157 

 

 

125,574,175 

Other income, net

 

 

2,282,854 

 

 

3,001,161 

 

 

2,900,341 

Interest expense

 

 

47,006,774 

 

 

46,569,864 

 

 

59,142,378 

Loss on early extinguishment of debt

 

 

 —

 

 

 —

 

 

43,089,248 

Income before income taxes

 

 

94,458,123 

 

 

79,776,454 

 

 

26,242,890 

Income tax expense

 

 

35,105,000 

 

 

28,350,000 

 

 

5,447,000 

Net income

 

$

59,353,123 

 

$

51,426,454 

 

$

20,795,890 

Per-share amounts:

 

 

 

 

 

 

 

 

 

Class A Common Stock

 

 

 

 

 

 

 

 

 

Basic earnings per common share

 

$

3.02 

 

$

2.36 

 

$

0.89 

Diluted earnings per common share

 

$

2.93 

 

$

2.28 

 

$

0.87 

Class B Common Stock

 

 

 

 

 

 

 

 

 

Basic earnings per common share

 

$

2.74 

 

$

2.14 

 

$

0.85 

Diluted earnings per common share

 

$

2.74 

 

$

2.14 

 

$

0.85 

Cash dividends per common share:

 

 

 

 

 

 

 

 

 

Class A

 

$

0.66 

 

$

0.66 

 

$

1.32 

Class B

 

$

0.60 

 

$

0.60 

 

$

1.20 

 

See Notes to Consolidated Financial Statements.

41


INGLES MARKETS, INCORPORATED AND SUBSIDIARIES

 

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

FISCAL YEARS ENDED SEPTEMBER 29, 2012,26,  2015,  

SEPTEMBER 24, 201127,  2014 AND SEPTEMBER 25, 201028,  2013 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

  

 

 

 

 

  

 

 

 

 

 

PAID-IN

  

 

 

 

 

 

 

 

CLASS A

 

CLASS B

 

CAPITAL IN

 

 

 

 

 

 

 

 

COMMON STOCK

 

COMMON STOCK

 

EXCESS OF

 

RETAINED

 

 

 

 

  

SHARES

  

AMOUNT

  

SHARES

 

AMOUNT

 

PAR VALUE

  

EARNINGS

 

TOTAL

Balance, September 29, 2012

 

12,953,635 

 

$

647,682 

 

11,306,141 

 

$

565,307 

 

$

114,236,249 

 

$

341,964,231 

 

$

457,413,469 

Net income

 

 

 

 

 

 

 

 

 

 

20,795,890 

 

 

20,795,890 

Cash dividends

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Class A

 

 

 

 

 

 

 

 

 

 

(17,141,839)

 

 

(17,141,839)

Class B

 

 

 

 

 

 

 

 

 

 

(13,303,245)

 

 

(13,303,245)

Stock repurchases, at cost

 

 

 

 

(1,500,000)

 

 

(75,000)

 

 

(37,050,000)

 

 

 

 

(37,125,000)

Common stock conversions

 

484,340 

 

 

24,217 

 

(484,340)

 

 

(24,217)

 

 

 

 

 

 

Balance, September 28, 2013

 

13,437,975 

 

$

671,899 

 

9,321,801 

 

$

466,090 

 

$

77,186,249 

 

$

332,315,037 

 

$

410,639,275 

Net income

 

 

 

 

 

 

 

 

 

 

51,426,454 

 

 

51,426,454 

Cash dividends

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Class A

 

 

 

 

 

 

 

 

 

 

(8,894,632)

 

 

(8,894,632)

Class B

 

 

 

 

 

 

 

 

 

 

(5,568,930)

 

 

(5,568,930)

Stock repurchases, at cost

 

 

 

 

(2,500,000)

 

 

(125,000)

 

 

(64,875,000)

 

 

 

 

(65,000,000)

Common stock conversions

 

102,358 

 

 

5,118 

 

(102,358)

 

 

(5,118)

 

 

 

 

 

 

Balance, September 27, 2014

 

13,540,333 

 

$

677,017 

 

6,719,443 

 

$

335,972 

 

$

12,311,249 

 

$

369,277,929 

 

$

382,602,167 

Net income

 

 

 

 

 

 

 

 

 

 

59,353,123 

 

 

59,353,123 

Cash dividends

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Class A

 

 

 

 

 

 

 

 

 

 

(9,020,232)

 

 

(9,020,232)

Class B

 

 

 

 

 

 

 

 

 

 

(3,956,658)

 

 

(3,956,658)

Common stock conversions

 

384,318 

 

 

19,216 

 

(384,318)

 

 

(19,216)

 

 

 

 

 

 

Balance, September 26, 2015

 

13,924,651 

 

$

696,233 

 

6,335,125 

 

$

316,756 

 

$

12,311,249 

 

$

415,654,162 

 

$

428,978,400 

See Notes to Consolidated Financial Statements.

42


INGLES MARKETS, INCORPORATED AND SUBSIDIARIES

 

  CLASS A
COMMON STOCK
  CLASS B
COMMON STOCK
  PAID-IN
CAPITAL
IN EXCESS
OF PAR
VALUE
  RETAINED
EARNINGS
  TOTAL 
  SHARES  AMOUNT  SHARES  AMOUNT    

Balance, September 26, 2009

  12,888,608   $644,430    11,623,651   $581,183   $118,184,132   $274,891,998   $394,301,743  

Net income

  —      —      —      —      —      30,842,189    30,842,189  

Cash dividends

  —      —      —      —      —      (15,469,943  (15,469,943

Stock repurchases, at cost

  —      —      (40,000  (2,000  (591,200  —      (593,200

Common stock conversions

  825    42    (825  (42  —      —      —    
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Balance, September 25, 2010

  12,889,433   $644,472    11,582,826   $579,141   $117,592,932   $290,264,244   $409,080,789  

Net income

  —      —      —      —      —      39,059,510    39,059,510  

Cash dividends

  —      —      —      —      —      (15,444,465  (15,444,465

Stock repurchases, at cost

  —      —      (43,000  (2,150  (748,090  —      (750,240

Common stock conversions

  50,100    2,505    (50,100  (2,505  —      —      —    
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Balance, September 24, 2011

  12,939,533   $646,977    11,489,726   $574,486   $116,844,842   $313,879,289   $431,945,594  

Net income

  —      —      —      —      —      43,444,343    43,444,343  

Cash dividends

  —      —      —      —      —      (15,359,401  (15,359,401

Stock repurchases, at cost

  (15,473  (774  (154,010  (7,700  (2,608,593  —      (2,617,067

Common stock conversions

  29,575    1,479    (29,575  (1,479  —      —      —    
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Balance, September 29, 2012

  12,953,635   $647,682    11,306,141   $565,307   $114,236,249   $341,964,231   $457,413,469  
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

CONSOLIDATED STATEMENTS OF CASH FLOWS

FISCAL YEARS ENDED SEPTEMBER 26,  2015,  

SEPTEMBER 27,  2014 AND SEPTEMBER 28,  2013

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2015

 

2014

 

2013

Cash Flows From Operating Activities:

 

 

 

 

 

 

 

 

 

Net income

 

$

59,353,123 

 

$

51,426,454 

 

$

20,795,890 

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

 

 

 

 

 

 

 

 

 

Depreciation and amortization expense

 

 

102,876,964 

 

 

97,663,587 

 

 

94,889,139 

Loss on early extinguishment of debt

 

 

 

 

 

 

43,089,248 

Gain from sale or disposal of assets

 

 

(2,191,256)

 

 

(825,856)

 

 

(4,261,704)

Receipt of advance payments on purchases contracts

 

 

4,081,858 

 

 

2,977,486 

 

 

3,715,720 

Recognition of advance payments on purchases contracts

 

 

(4,126,615)

 

 

(3,282,770)

 

 

(3,448,546)

Deferred income taxes

 

 

2,225,000 

 

 

(16,352,000)

 

 

7,435,000 

Changes in operating assets and liabilities

 

 

 

 

 

 

 

 

 

Receivables

 

 

(3,970,772)

 

 

(1,431,891)

 

 

1,589,591 

Inventory

 

 

(9,120,524)

 

 

167,652 

 

 

(76,332)

Other assets

 

 

(5,185,487)

 

 

11,116,836 

 

 

(6,403,298)

Accounts payable and accrued expenses

 

 

9,522,899 

 

 

12,889,283 

 

 

(12,124,026)

Net Cash Provided By Operating Activities

 

 

153,465,190 

 

 

154,348,781 

 

 

145,200,682 

Cash Flows From Investing Activities:

 

 

 

 

 

 

 

 

 

Proceeds from sales of property and equipment

 

 

4,376,011 

 

 

434,061 

 

 

7,809,412 

Capital expenditures

 

 

(104,055,949)

 

 

(108,338,402)

 

 

(101,453,001)

Net Cash Used By Investing Activities

 

 

(99,679,938)

 

 

(107,904,341)

 

 

(93,643,589)

Cash Flows From Financing Activities:

 

 

 

 

 

 

 

 

 

Proceeds from short-term borrowings

 

 

692,960,421 

 

 

413,837,067 

 

 

581,930,489 

Payments on short-term borrowings

 

 

(722,410,466)

 

 

(383,927,017)

 

 

(622,051,131)

Proceeds from issuance of bonds

 

 

 

 

 

 

700,000,000 

Bond issuance costs

 

 

 

 

 

 

(9,919,840)

Proceeds from new long-term borrowings

 

 

 

 

14,000,000 

 

 

8,000,000 

Principal payments on long-term borrowings

 

 

(12,466,905)

 

 

(19,121,307)

 

 

(602,026,300)

Prepayment penalties on debt extinguishment

 

 

 

 

 

 

(27,759,630)

Stock repurchases

 

 

 

 

(65,000,000)

 

 

(37,125,000)

Dividends

 

 

(12,976,890)

 

 

(14,463,562)

 

 

(30,445,084)

Net Cash Used By Financing Activities

 

 

(54,893,840)

 

 

(54,674,819)

 

 

(39,396,496)

Net (Decrease) Increase in Cash and Cash Equivalents

 

 

(1,108,588)

 

 

(8,230,379)

 

 

12,160,597 

Cash and Cash Equivalents at Beginning of Year

 

 

8,613,628 

 

 

16,844,007 

 

 

4,683,410 

Cash and Cash Equivalents at End of Year

 

$

7,505,040 

 

$

8,613,628 

 

$

16,844,007 

 

See Notes to Consolidated Financial Statements.

INGLES MARKETS, INCORPORATED AND SUBSIDIARIES

43

 

CONSOLIDATED STATEMENTS OF CASH FLOWS

FISCAL YEARS ENDED SEPTEMBER 29, 2012,

SEPTEMBER 24, 2011 AND SEPTEMBER 25, 2010


 

   2012  2011  2010 

Cash Flows From Operating Activities:

    

Net income

  $43,444,343   $39,059,510   $30,842,189  

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

    

Depreciation and amortization expense

   90,530,952    85,408,086    84,930,777  

(Gain) loss from sale or disposal of assets

   (670,025  (2,675,693  54,969  

Receipt of advance payments on purchases contracts

   4,009,606    3,214,583    2,677,167  

Recognition of advance payments on purchases contracts

   (3,218,320  (2,990,196  (3,207,659

Deferred income taxes

   14,202,000    (5,952,000  5,124,000  

Changes in operating assets and liabilities

    

Receivables

   (4,678,023  (3,760,157  (2,679,262

Inventory

   (26,448,437  (16,735,735  (14,686,017

Other assets

   (14,762,062  (289,360  3,755,386  

Accounts payable and accrued expenses

   31,340,734    1,949,220    18,476,865  
  

 

 

  

 

 

  

 

 

 

Net Cash Provided By Operating Activities

   133,750,768    97,228,258    125,288,415  
  

 

 

  

 

 

  

 

 

 

Cash Flows From Investing Activities:

    

Purchase of certificates of deposit

   —      —      (3,500,000)

Proceeds from maturities of certificates of deposit

   —      6,000,000    15,000,000 

Purchases of restricted investments

   —      (95,736,465  —    

Proceeds from sales of restricted investments

   75,730,905    20,005,560    —    

Proceeds from sales of property and equipment

   1,337,031    3,149,647    1,434,107  

Capital expenditures

   (180,628,852  (97,506,367  (92,025,298
  

 

 

  

 

 

  

 

 

 

Net Cash Used By Investing Activities

   (103,560,916  (164,087,625  (79,091,191
  

 

 

  

 

 

  

 

 

 

Cash Flows From Financing Activities:

    

Proceeds from short-term borrowings

   781,566,880    212,181,285    —    

Payments on short-term borrowings

   (741,446,238  (212,181,285  —    

Proceeds from new long-term borrowings

   3,250,000    137,268,211    —    

Principal payments on long-term borrowings

   (63,321,866  (99,647,476  (31,815,342

Stock repurchases

   (2,617,067  (750,240  (593,200

Dividends paid

   (15,359,401  (15,444,465  (15,469,943
  

 

 

  

 

 

  

 

 

 

Net Cash (Used) Provided By Financing Activities

   (37,927,692  21,426,030    (47,878,485
  

 

 

  

 

 

  

 

 

 

Net (Decrease) Increase in Cash and Cash Equivalents

   (7,737,840  (45,433,337  (1,681,261

Cash and Cash Equivalents at Beginning of Year

   12,421,250    57,854,587    59,535,848  
  

 

 

  

 

 

  

 

 

 

Cash and Cash Equivalents at End of Year

  $4,683,410   $12,421,250   $57,854,587  
  

 

 

  

 

 

  

 

 

 

See Notes to Consolidated Financial Statements.

Ingles Markets, Incorporated and Subsidiaries

Notes To Consolidated Financial Statements

Fiscal years ended September 29, 2012,26,  2015,  September 24, 201127,  2014 and September 25, 201028,  2013

 

1. Summary of Significant Accounting Policies

 

BusinessNature of Operations Ingles Markets, Incorporated (“Ingles” or the “Company”), is a leading supermarket chain in the southeast United States, operates 203201 supermarkets in Georgia (74)(71), North Carolina (69)(71), South Carolina (36), Tennessee (21)(20), Virginia (2) and Alabama (1).

 

Principles of ConsolidationThe consolidated financial statements include the accounts of Ingles Markets, Incorporated and its wholly-owned subsidiaries, Sky King, Inc., Ingles Markets Investments, Inc., Milkco, Inc., Land O Sky, LLC, Shopping Center Financing, LLC, and Shopping Center Financing II, LLC. All significant inter-company balances and transactions are eliminated in consolidation.

 

Fiscal Year – The Company’s fiscal year ends on the last Saturday in September. Fiscal year 2012 consisted of 53 weeks, fiscal years 20112015, 2014 and 20102013 each consisted of 52 weeks each.weeks.

 

Segment Information – The Company operates one primary business segment, retail grocery sales (representing the aggregation of individual retail stores).  The “Other” segment includes our remaining operations -- fluid dairy and shopping center rentals. 

New Accounting PronouncementsIn May 2011,April 2015, the Financial Accounting Standards Board (the “FASB”)(FASB) issued amendments which provide additional guidance about how fair value shouldAccounting Standards Update ASU 2015-03 “Simplifying the Presentation of Debt Issuance Costs” (ASU 2015-03).  ASU 2015-03 changes the presentation of debt issuance costs in financial statements.  Upon adoption of ASU 2015-03, debt issuance costs will be determined under existing standards and expands existing disclosure requirementsreported in the balance sheet as a direct deduction from the related debt liability rather than as an asset. ASU 2015-03 is effective for certain fair value measurements.the Company’s fiscal year ended September 30, 2017; early adoption is permitted.  The purposeCompany does not expect the adoption of these amendments isASU 2015-03 to improve and converge International Financial Reporting Standards and GAAP. This amendment, ASU 2011-04, was implemented by the Company during the quarter ended March 24, 2012.have a material effect on its financial statements.

 

There were no new accounting standards adoptedIn November 2015, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update ASU 2015-17 “Balance Sheet Classification of Deferred Taxes” (ASU 2015-17).  ASU 2015-17 requires entities to present deferred tax assets and deferred tax liabilities as noncurrent in a classified balance sheet.  ASU 2015-07 simplifies current guidance, which requires entities to separately present deferred tax assets and deferred tax liabilities as current and noncurrent in a classified balance sheet.  ASU 2015-17 is effective for the Company’s fiscal yearsyear ended September 24, 2011, or September 25, 2010.2016; early adoption is permitted.  The Company does not expect the adoption of ASU 2015-17 to have a material effect on its financial statements.

 

Cash EquivalentsAll highly liquid investments with a maturity of three months or less when purchased are considered cash. Interest income of $0, $0.1 million, and $0.8 million for fiscal years 2012, 2011 and 2010, respectively, is included in the line item “Other income, net” on the Consolidated Statements of Income.  Outstanding checks in excess of bank balances are included in the line item “Accounts payable – trade” on the Consolidated Balance Sheets. These amounts totaled $11.4$14.4 million and $0$15.5 million as of September 29, 201226, 2015 and September 24, 2011,27, 2014, respectively.

 

Financial InstrumentsThe Company at times has short-term investments and certificates of deposit with maturities of three months or less when purchased that are included in cash. At September 29, 201226, 2015 the Company had no such investments.  The Company’s policy is to invest its excess cash either in money market accounts, reverse repurchase agreements or in certificates of deposit. Money market accounts and certificates of deposit are not secured; reverse repurchase agreements are secured by government obligations. At September 29, 201226, 2015 demand deposits of approximately $3.1$3.2 million in eightthree banks exceed the $250,000 FDIC insurance limit per bank.

 

Allowance for Doubtful AccountsAccounts receivable are primarily from vendor allowances, customer charges and pharmacy insurance company reimbursements.  Accounts receivable are stated net of an allowance for uncollectible accounts, which is determined through analysis of the aging of accounts receivable at the date of the consolidated financial statements and assessments of the collectability based upon historical collection activity adjusted for current conditions.

 

InventoriesSubstantially all of the Company’s inventory consists of finished goods.  Warehouse inventories are valued at the lower of average cost or market.  Store inventories are valued using the retail method under which inventories at cost (and the resulting gross margins) are determined by applying a calculated cost-to-retail ratio to the retail value of inventories.  As an integral part of valuing inventory at cost, management makes certain judgments and estimates for standard gross margins, allowances for vendor consideration,

markdowns and shrinkage.  Warehousing and distribution costs are not included in the valuation of inventories.  The Company reviews its judgments and estimates regularly and makes adjustments where facts and circumstances dictate.

44


 

Property, Equipment and DepreciationProperty and equipment are stated at cost and depreciated over the estimated useful lives by the straight-line method.  Buildings are generally depreciated over 30 years.  Store, office and warehouse equipment is generally depreciated over three to 10 years.  Transportation equipment is generally depreciated over three to five years.  Leasehold improvements are depreciated over the shorter of the subject lease term or the useful life of the asset, generally from three to 30 years.  Depreciation and amortization expense totaled $90.6$102.9 million, $80.4$97.7 million and $78.0$94.9 million for fiscal years 2012, 20112015, 2014 and 2010,2013, respectively.

 

Asset ImpairmentsThe Company accounts for the impairment of long-lived assets in accordance with FASB ASC Topic 360.  Asset groups are primarily comprised of our individual store and shopping center properties.  For assets to be held and used, the Company tests for impairment using undiscounted cash flows and calculates the amount of impairment using discounted cash flows. For assets held for sale, impairment is recognized based on the excess of remaining book value over expected recovery value. The recovery value is the fair value as determined by independent quotes or expected sales prices developed by internal associates, less costs to sell. Estimates of future cash flows and expected sales prices are judgments based upon the Company’s experience and knowledge of local operations and cash flows that are projected for several years into the future. These estimates can fluctuate significantly due to changes in real estate market conditions, the economic environment, capital spending decisions and inflation. The Company monitors the carrying value of long-lived assets for potential impairment each quarter based on whether any indicators of impairment have occurred.

 

Restricted Investments—Restricted investments consisted of money market deposits and United States Treasury securities purchased with the proceeds of the Recovery Zone Bonds issued in December 2010. These investments were held in a trust account and were liquidated as the Company incurred approved costs to build the Project, which was completed during fiscal year 2012. These assets were classified as available-for-sale and stated at market value.

Capitalized Loan and Leasehold CostsOther assets include capitalized loan and leasehold costs of $10.2$9.3 million (net of $25.7$3.7 million accumulated amortization) and $12.2$10.6 million (net of $21.2$2.4 million accumulated amortization) at September 29, 201226, 2015 and September 24, 2011,27, 2014, respectively. These costs are amortized over the life of the underlying debt instrument or lease at approximately $4.4$1.3 million per year. During the year ended September 28, 2013 the Company wrote off $15.3 million of capitalized loan costs in conjunction with the early repayment of certain outstanding debt.  This amount is included in the line item “Loss on early extinguishment of debt” on the Consolidated Statements of Income.

 

Nonqualified Investment Plan – The purpose of the Executive Nonqualified Excess Plan is to provide retirement benefits similar to the Company’s Investment/Profit Sharing Plan to certain of the Company’s management employees who are otherwise subject to limited participation in the 401(k) feature of the Company’s Investment/Profit Sharing Plan.  Participant retirement account balances are liabilities of the Company.  Assets of the plan are assets of the Company and are held in trust for employees and distributed upon retirement, death, disability, in-service distributions, or termination of employment.  In accordance with the trust, the Company may not use these assets for general corporate purposes.  During the fiscal year ended September 28, 2013 the Company liquidated certain life insurance policy assets and invested the proceeds in marketable securities.  These marketable securities are being liquidated with proceeds invested in new life insurance policies.  Life insurance policies and marketable securities held in the trust are included in the caption “Other assets” in the Consolidated Balance Sheets.

Self-InsuranceThe Company is self-insured for workers’ compensation, general liability and group medical and dental benefits. Risks and uncertainties are associated with self-insurance; however, the Company has limited its exposure by maintaining excess liability coverage of $750,000 per occurrence for workers’ compensation, $500,000 for general liability, and $325,000 per covered person for medical care benefits for a policy year.  Self-insurance liabilities are established based on claims filed and estimates of claims incurred but not reported. The estimates are based on data provided by the respective claims administrators, which is then applied to appropriate actuarial methods. These estimates can fluctuate if historical trends are not predictive of the future. The Company’s self insuranceself-insurance reserves totaled $26.7$36.3 million and $24.8$29.9 million for employee group insurance, workers’ compensation insurance and general liability insurance at September 29, 201226, 2015 and September 24, 2011,27, 2014, respectively.  The September 26, 2015 amount is inclusive of $4.9 million of expected self-insurance recoveries from excess cost insurance or other sources that are recorded as a receivable at September 26, 2015.  The Company is required in certain cases to obtain letters of credit to support its self-insured status. At fiscal year-end 2012,2015, the Company’s self-insured liabilities were supported by $8.2$9.0 million of undrawn letters of credit which expire between November 20122015 and October 2013.September 2016. The Company carries casualty insurance only on those properties where it is required to do so. The Company has elected to self-insure its other properties.

 

Closed Store Accrual—For closed properties under long-term lease agreements, a liability is recognized and expensed based on the difference between the present value of any remaining liability under the lease and the present value of the estimated market rate at which the Company expects to be able to sublease the properties, in

accordance with FASB ASC Topic 420. The Company’s estimates of market rates are based on its experience, knowledge and third-party advice or market data. If the real estate and leasing markets change, sublease recovery could vary significantly from the recoveries originally assumed, resulting in a material change in the Company’s recorded liability. The closed store accrual is included in the line item “Accrued expenses and current portion of other long-term liabilities” on the Consolidated Balance Sheets.

Income TaxesThe Company accounts for income taxes under FASB ASC Topic 740.  Deferred tax assets and liabilities are determined based on differences between financial reporting and tax bases of assets and liabilities and are measured using the currently enacted tax rates.   The Company accounts for uncertainty in income taxes by prescribing a recognition threshold and measurement attribute for financial statement recognition and measurement of a tax position taken or expected to be taken on a tax return.

 

The Company had gross unrecognized tax benefits of $149,400 and $149,500 as of September 29, 2012, and September 24, 2011, respectively. These benefits, if recognized, would have an insignificant effect on the effective tax rate. The Company does not expect that the total amounts of unrecognized tax benefits will significantly increase or decrease within the next twelve months.

The Company files income tax returns with federal and various state jurisdictions.  With few exceptions, the Company is no longer subject to state income tax examinations by tax authorities for the years before 2005.2011. Additionally, the Internal

45


Revenue Service (“IRS”) has completed its examination of the Company’s U.S. Federal income tax returns filed through fiscal year 2008. As of September 29, 2012 certain of the Company’s tax returns for fiscal years 2006-2009 are under examination by certain state tax authorities.2011. Examinations may challenge certain of the Company’s tax positions.  Actual results could materially differ from these estimates and could significantly affect the effective tax rate and cash flows in the future years.

 

Valuation allowances are established when necessary to reduce deferred tax assets to the amount more likely than not expected to be realized.

 

The Company’s continuing practice is to recognizeGross unrecognized tax benefits as well as interest and penalties related to uncertain tax positions could affect the Company’s effective tax rate.  These amounts are insignificant for fiscal years 2015, 2014, and related matters in income tax expense. As of September 29, 2012, the Company had approximately $55,000 accrued for interest and penalties.2013.

 

Pre-Opening CostsCosts associated with the opening of new stores are expensed when incurred.

 

Per-Share AmountsThe Company calculates earnings per share using the two-class method in accordance with FASB ASC Topic 260.

 

AdvertisingThe Company expenses advertising as incurred. Advertising and promotion expenses, net of vendor allowances,allowance reimbursements, totaled $14.1$12.1 million, $13.9$12.3 million and $14.8$13.9 million for fiscal years 2012, 20112015, 2014 and 2010,2013, respectively.

 

Use of EstimatesThe preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Although these estimates are based on management’s knowledge of current events and actions it may undertake in the future, they may ultimately differ from actual results.  Such estimates include the allowance for doubtful accounts, various inventory reserves, realizability of deferred tax assets, and self-insurance reserves.

 

Cost of Goods Sold–  In addition to the direct product cost, cost of goods sold for the grocery segment includes inbound freight charges and costs of the Company’s distribution network.  The milkMilk processing segment is a manufacturing process.  Therefore, cost of goods sold include direct product and production costs, inbound freight, purchasing and receiving costs, inspection costs, warehousing costs, internal transfer costs, and other costs of distribution.  Depreciation expense included in costs of goods sold totalled $9.2totaled $15.7 million, $5.4$16.7 million and $6.3$14.2 million for fiscal years 2012, 20112015, 2014 and 2010,2013, respectively.

Operating and Administrative Expenses–  Operating and administrative expenses include costs incurred for store and administrative labor, occupancy, depreciation (to the extent not included in costCost of goods sold)Goods Sold), insurance and general administration.

 

Revenue RecognitionThe Company recognizes revenues from grocery segment sales at the point of sale to its customers.  Sales taxes collected from customers are not included in reported revenues.  Discounts provided to customers by the Company at the point of sale, including discounts provided in connection with loyalty cards, are recognized as a reduction in sales as the products are sold.  Product returns are not significant.

 

The Company recognizes fluid dairy revenues at the time the risk of loss shifts to the customer pursuant to our terms of sale.  Therefore, approximately 68%57% of fluid dairy revenues are recognized when the product is picked up by the customer at our facility. The remaining fluid dairy revenues are recognized when the product is received at the customer’s facility upon delivery via transportation arranged by the Company.

 

Rental income, including contingent rentals, is recognized on the accrual basis.  Upfront consideration paid by either the Company as lessor or by the lessee is recognized as an adjustment to net rental income using the straight line method over the term of the lease.

 

Vendor AllowancesThe 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 comprised 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 vendors’ products. These allowances generally relate to short term arrangements with vendors, often relating to a period of a month or less, and are negotiated on a purchase-by-purchase or transaction-by-transaction basis.  Whenever possible, 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 system constraints 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 $114.3$115.8 million, $109.9$126.7 million, and $105.2$121.9 million for the fiscal years ended September 29, 2012,26, 2015, September 24, 201127, 2014 and September 25, 2010,28, 2013, respectively.  Vendor advertising allowances that represent a reimbursement of specific identifiable incremental costs of advertising the vendor’s specific products are recorded

46


as a reduction to the related expense in the period that the related expense is incurred.  Vendor advertising allowances recorded as a reduction of advertising expense totaled $13.2$14.3 million, $13.1$14.8 million, and $13.0$14.5 million for the fiscal years ended September 29, 2012,26, 2015, September 24, 201127, 2014 and September 25, 2010,28, 2013, 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 its product advertising, which could increase or decrease its expenditures.

 

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

2. Income Taxes

 

Deferred Income Tax Liabilities and AssetsDeferred income taxes are determined based on the differencesdifference between the financial statement and tax bases of assets and liabilities using enacted tax laws and rates.  Significant components of the Company’s deferred tax liabilities and assets are as follows:

 

   2012   2011 

Deferred tax liabilities:

    

Property and equipment tax/book differences

  $86,915,000    $70,435,000  

Property tax method

   1,441,000     1,359,000  
  

 

 

   

 

 

 

Total deferred tax liabilities

   88,356,000     71,794,000  
  

 

 

   

 

 

 

Deferred tax assets:

    

Insurance reserves

   7,927,000     7,469,000  

Advance payments on purchases contracts

   699,000     389,000  

Vacation accrual

   2,420,000     2,331,000  

Closed store accrual

   197,000     513,000  

Inventory

   1,836,000     638,000  

Deferred compensation

   2,220,000     1,739,000  

Other

   1,722,000     1,582,000  
  

 

 

   

 

 

 

Total deferred tax assets

   17,021,000     14,661,000  
  

 

 

   

 

 

 

Net deferred tax liabilities

  $71,335,000    $57,133,000  
  

 

 

   

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2015

 

2014

Deferred tax liabilities:

 

 

 

 

 

 

Property and equipment tax/book differences

 

$

82,199,000 

 

$

79,861,000 

Property tax method

 

 

1,491,000 

 

 

1,418,000 

Total deferred tax liabilities

 

 

83,690,000 

 

 

81,279,000 

Deferred tax assets:

 

 

 

 

 

 

Insurance reserves

 

 

8,607,000 

 

 

8,360,000 

Advance payments on purchases contracts

 

 

652,000 

 

 

676,000 

Vacation accrual

 

 

2,386,000 

 

 

2,603,000 

State tax credits

 

 

271,000 

 

 

604,000 

Inventory

 

 

1,939,000 

 

 

1,917,000 

Deferred compensation

 

 

3,390,000 

 

 

3,157,000 

Other

 

 

1,802,000 

 

 

1,544,000 

Total deferred tax assets

 

 

19,047,000 

 

 

18,861,000 

Net deferred tax liabilities

 

$

64,643,000 

 

$

62,418,000 

 

Current deferred income tax benefits of $12.8$7.3 million and $10.8$7.6 million at September 29, 201226, 2015 and September 24, 2011,27, 2014, respectively, included in other current assets, result from timing differences arising from deferred vendor income, vacation pay, non-income taxes, self-insurance reserves, and from capitalization of certain overhead costs in inventory for tax purposes.

 

At September 29, 201226, 2015 and September 24, 201127, 2014 refundable current income taxes totaling $14.2$5.5 million and $2.6$1.2 million, respectively, are included in the line item “Other current assets” on the Consolidated Balance Sheets.

 

Income Tax Expense -Income tax expense differs from the amounts computed by applying the statutory federal rates to income before income taxes. The reasons for the differences are as follows:

 

   2012  2011  2010 

Federal tax at statutory rate

  $23,572,000   $21,249,000   $17,086,000  

State income tax, net of federal tax benefits

   1,943,000    2,145,000    2,629,000  

Federal tax credits

   (1,209,000  (1,824,000  (1,480,000

Other

   (403,000  81,000    (260,000
  

 

 

  

 

 

  

 

 

 

Total

  $23,903,000   $21,651,000   $17,975,000  
  

 

 

  

 

 

  

 

 

 

\

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2015

 

2014

 

2013

 

 

 

 

 

 

 

 

 

 

Federal tax at statutory rate

 

$

33,060,000 

 

$

27,922,000 

 

$

9,109,000 

State income tax, net of federal tax benefits

 

 

4,599,000 

 

 

2,308,000 

 

 

(2,204,000)

Federal tax credits

 

 

(1,544,000)

 

 

(718,000)

 

 

(1,410,000)

Other

 

 

(1,010,000)

 

 

(1,162,000)

 

 

(48,000)

Total

 

$

35,105,000 

 

$

28,350,000 

 

$

5,447,000 

47


Current and deferred income tax expense (benefit) is as follows:

 

   2012   2011  2010 

Current:

     

Federal

  $6,734,000    $23,664,000   $10,377,000  

State

   2,967,000     3,939,000    2,474,000  
  

 

 

   

 

 

  

 

 

 

Total current

   9,701,000     27,603,000    12,851,000  
  

 

 

   

 

 

  

 

 

 

Deferred:

     

Federal

   12,149,000     (5,040,000  4,856,000  

State

   2,053,000     (912,000  268,000  
  

 

 

   

 

 

  

 

 

 

Total deferred

   14,202,000     (5,952,000  5,124,000  
  

 

 

   

 

 

  

 

 

 

Total expense

  $23,903,000    $21,651,000   $17,975,000  
  

 

 

   

 

 

  

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2015

 

2014

 

2013

 

 

 

 

 

 

 

 

 

 

Current:

 

 

 

 

 

 

 

 

 

Federal

 

$

25,578,000 

 

$

40,475,000 

 

$

73,000 

State

 

 

7,302,000 

 

 

4,227,000 

 

 

(2,061,000)

Total current

 

 

32,880,000 

 

 

44,702,000 

 

 

(1,988,000)

Deferred:

 

 

 

 

 

 

 

 

 

Federal

 

 

2,373,000 

 

 

(15,913,000)

 

 

7,368,000 

State

 

 

(148,000)

 

 

(439,000)

 

 

67,000 

Total deferred

 

 

2,225,000 

 

 

(16,352,000)

 

 

7,435,000 

Total expense

 

$

35,105,000 

 

$

28,350,000 

 

$

5,447,000 

 

UncertainRecently Enacted Tax Positions—Under ASC 740-10 “AccountingRegulations – On September 13, 2013, the IRS released final tangible property regulations under Sections 162(a) and 263(a) of the Internal Revenue Code regarding the deduction and capitalization of expenditures related to tangible property as well as dispositions of tangible property.  These regulations are effective for Uncertainty in Income Taxes”, the Company recognizes the financial statement benefit of a tax position only after determining that the relevant tax authority would more likely than not sustain the position following an audit. For tax positions meeting the “more likely than not” threshold, the amount recognized in the financial statements is the largest benefit that has a greater than 50 percent likelihood of being realized upon ultimate settlement with the relevant tax authority. A reserve for uncertain tax positions, including interest and penalties, of $0.2 million is included in the Company’s income taxes payable at bothfiscal year ending September 29, 201226, 2015 and did not have a material impact on the Company’s consolidated results of operations, cash flows or financial position for the fiscal years ended September 26, 2015 and September 24, 2011. The reserve for uncertain tax positions has been recorded based on management’s assumptions that certain tax positions would be successfully challenged by taxing authorities.27, 2014.

 

3. Property and Equipment

 

Property and equipment, net, consists of the following:

 

   2012   2011 

Land

  $304,971,870    $302,927,636  

Construction in progress

   15,109,224     65,738,844  

Buildings

   965,475,328     851,538,014  

Store, office and warehouse equipment

   685,196,651     688,506,450  

Transportation equipment

   49,954,115     43,219,522  

Leasehold improvements

   53,017,944     53,983,089  
  

 

 

   

 

 

 

Total

   2,073,725,132     2,005,913,555  

Less accumulated depreciation and amortization

   876,587,489     872,709,368  
  

 

 

   

 

 

 

Property and equipment—net

  $1,197,137,643    $1,133,204,187  
  

 

 

   

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2015

 

2014

 

 

 

 

 

 

 

Land

 

$

319,247,363 

 

$

308,475,596 

Construction in progress

 

 

15,289,568 

 

 

7,201,640 

Buildings

 

 

1,027,716,672 

 

 

1,015,061,129 

Store, office and warehouse equipment

 

 

815,624,122 

 

 

785,827,851 

Transportation equipment

 

 

68,920,594 

 

 

64,705,509 

Leasehold improvements

 

 

53,902,524 

 

 

53,183,103 

Total

 

 

2,300,700,843 

 

 

2,234,454,828 

Less accumulated depreciation and amortization

 

 

1,089,242,450 

 

 

1,015,847,799 

Property and equipment - net

 

$

1,211,458,393 

 

$

1,218,607,029 

48


4. Property Held for Lease and Rental Income

 

At September 29, 2012,26, 2015, the Company owned and operated  6974 shopping centers in conjunction with its supermarket operations. The Company leases to others a portion of its shopping center properties. The leases are non-cancelable operating lease agreements for periods ranging up to 25 years.

 

Rental income net consistsis 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 following:line item “Cost of goods sold” on the Consolidated Statements of Income. 

 

   2012  2011  2010 

Rents earned on owned and subleased properties:

    

Base rentals including lease termination payments

  $8,352,748   $8,562,380   $8,697,842  

Contingent rentals

   528,083    539,379    481,038  
  

 

 

  

 

 

  

 

 

 

Total

   8,880,831    9,101,759    9,178,880  

Depreciation on owned properties leased to others

   (5,478,307  (5,367,343  (5,393,939

Other shopping center expenses

   (1,958,178  (1,880,318  (2,018,218
  

 

 

  

 

 

  

 

 

 

Total

  $1,444,346   $1,854,098   $1,766,723  
  

 

 

  

 

 

  

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2015

 

2014

 

2013

 

 

 

 

 

 

 

 

 

 

Rents earned on owned and subleased properties:

 

 

 

 

 

 

 

 

 

Base rentals including lease termination payments

 

$

7,639,725 

 

$

7,875,101 

 

$

7,997,136 

Contingent rentals

 

 

273,133 

 

 

331,352 

 

 

257,598 

Total

 

 

7,912,858 

 

 

8,206,453 

 

 

8,254,734 

Depreciation on owned properties leased to others

 

 

(5,019,873)

 

 

(5,363,637)

 

 

(5,220,102)

Other shopping center expenses

 

 

(1,897,737)

 

 

(1,982,212)

 

 

(1,936,250)

Total

 

$

995,248 

 

$

860,604 

 

$

1,098,382 

 

Owned properties leased or held for lease to others under operating leases by major classes are summarized as follows:

 

   September 29,
2012
  September 24,
2011
 

Land

  $42,751,350   $43,373,166  

Buildings

   169,474,831    157,548,154  
  

 

 

  

 

 

 

Total

   212,226,181    200,921,320  

Less accumulated depreciation

   (92,833,568  (87,467,534
  

 

 

  

 

 

 

Total

  $119,392,613   $113,453,786  
  

 

 

  

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

September 26,

 

September 27,

 

 

2015

 

2014

 

 

 

 

 

 

 

Land

 

$

41,424,958 

 

$

41,796,507 

Buildings

 

 

155,165,151 

 

 

168,884,878 

Total

 

 

196,590,109 

 

 

210,681,385 

Less accumulated depreciation

 

 

(99,766,077)

 

 

(103,238,395)

Total

 

$

96,824,032 

 

$

107,442,990 

 

The above amounts are included on the Consolidated Balance Sheets in the caption “Property and equipment.equipment, net.

 

The following is a schedule of minimum future rental income on non-cancelable operating leases as of September 29, 2012:26, 2015:

 

Fiscal Year

 

2013

  $5,001,525  

2014

   3,971,892  

2015

   3,174,624  

2016

   2,251,391  

2017

   1,255,845  

Thereafter

   1,298,217  
  

 

 

 

Total minimum future rental income

  $16,953,494  
  

 

 

 

 

 

 

 

 

 

 

 

Fiscal Year

 

 

 

2016

 

$

5,404,661 

2017

 

 

4,428,190 

2018

 

 

3,219,448 

2019

 

 

2,692,399 

2020

 

 

1,938,806 

Thereafter

 

 

3,268,829 

Total minimum future rental income

 

$

20,952,333 

5. Leases and Rental Expense

 

The Company conducts part of its retail operations from leased facilities. The initial terms of the leases are generally 20 years. The majority of the leases include one or more renewal options and provide that the Company pay property taxes, utilities, repairs and certain other costs incidental to occupation of the premises. Several leases contain clauses calling for percentage rentals based upon gross sales of the supermarket occupying the leased space.  The Company also leases a portion of its equipment under operating leases, including leases derived from sale/leaseback transactions, with initial terms of three to five years. Step rent provisions, escalation

49


clauses, capital improvements and other lease concessions are taken into account in computing minimum lease payments, which are recognized on a straight-line basis over the minimum lease term.

 

Operating Leases -Rent expense for all operating leases of $14.2$13.6 million, $15.0$14.1 million and $15.8$14.4 million for fiscal years 2012, 20112015, 2014 and 2010,2013, respectively, is included in operating and administrative expenses. Sub-lease rental income of $0.2 million $0.2 million and $0.6 million for each of fiscal years 2012, 20112015, 2014 and 2010, respectively,2013, is included as a reduction of rental expense.

 

The components of aggregate minimum rental commitments under non-cancelable operating leases as of September 29, 201226, 2015 are as follows:

 

Fiscal Year

  Minimum
Rental
Commitment
   Sub-Lease
Income
  Net
Rental
Commitment
 

2013

  $12,950,490    $(211,000 $12,739,490  

2014

   11,696,302     (219,000  11,477,302  

2015

   10,608,883     —      10,608,883  

2016

   9,494,199     —      9,494,199  

2017

   8,782,789     —      8,782,789  

Thereafter

   57,481,400     —      57,481,400  
  

 

 

   

 

 

  

 

 

 

Total minimum future rental commitments

  $111,014,063    $(430,000 $110,584,063  
  

 

 

   

 

 

  

 

 

 

 

 

 

 

 

 

 

 

Fiscal Year

 

 

 

2016

 

$

10,995,365 

2017

 

 

10,715,010 

2018

 

 

9,135,532 

2019

 

 

8,131,104 

2020

 

 

6,650,301 

Thereafter

 

 

33,177,740 

Total minimum future rental commitments

 

$

78,805,052 

 

6. Supplementary Balance Sheet Information

 

Accrued Expenses and Current Portion of Other Long-Term Liabilities-Accrued expenses and current portion of other long-term liabilities are summarized as follows:

 

   2012   2011 

Property, payroll, and other taxes payable

  $18,191,260    $15,775,321  

Salaries, wages, and bonuses payable

   25,350,513     24,130,758  

Self-insurance liabilities:

    

Employee group insurance

   4,344,008     4,053,146  

Workers’ compensation insurance

   16,708,500     15,210,845  

General liability insurance

   5,642,783     5,566,909  

Interest

   19,132,734     20,375,692  

Other

   3,312,445     4,209,392  
  

 

 

   

 

 

 

Total

  $92,682,243    $89,322,063  
  

 

 

   

 

 

 

 

Self-insurance liabilities are established for workers’ compensation, general liability, and employee group medical and dental benefits based on claims filed and claims incurred but not reported. The Company is insured for covered costs in excess of $750,000 per occurrence for workers’ compensation, $500,000 for general liability, and $325,000 per covered person for medical care benefits for a policy year.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2015

 

2014

Property, payroll, and other taxes payable

 

$

17,882,565 

 

$

16,469,128 

Salaries, wages, and bonuses payable

 

 

26,336,530 

 

 

25,514,842 

Self-insurance liabilities:

 

 

 

 

 

 

    Employee group insurance

 

 

5,166,501 

 

 

4,585,759 

    Workers’ compensation insurance

 

 

6,752,941 

 

 

5,677,217 

    General liability insurance

 

 

2,805,351 

 

 

2,671,944 

Interest

 

 

12,623,691 

 

 

12,676,648 

Other

 

 

2,984,655 

 

 

3,349,190 

Total

 

$

74,552,234 

 

$

70,944,728 

 

Employee insurance expense, including workers’ compensation and medical care benefits, net of employee contributions, totaled $30.6$33.6 million, $31.8$27.4 million and $29.3$31.4 million for fiscal years 2012, 20112015, 2014 and 2010,2013, respectively.

50


Other Long-Term Liabilities-Other long-term liabilities are summarized as follows:

 

   2012   2011 

Advance payments on purchases contracts

  $1,786,938    $995,653  

Deferred gain—sale/leasebacks

   470,558     520,951  

Deferred lease expense

   1,833,259     1,763,254  

Nonqualified investment plan liability

   5,671,265     4,456,066  

Other

   655,848     589,515  
  

 

 

   

 

 

 

Total other long-term liabilities

   10,417,868     8,325,439  

Less current portion

   1,234,715     1,099,936  
  

 

 

   

 

 

 
  $9,183,153    $7,225,503  
  

 

 

   

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2015

 

2014

Advance payments on purchases contracts

 

$

1,704,061 

 

$

1,748,818 

Deferred lease expense

 

 

1,906,317 

 

 

1,875,776 

Nonqualified investment plan liability

 

 

8,866,880 

 

 

8,172,335 

Self-insurance liabilities:

 

 

 

 

 

 

    Workers’ compensation insurance

 

 

17,819,587 

 

 

13,283,535 

    General liability insurance

 

 

3,732,115 

 

 

3,643,676 

Other

 

 

1,484,815 

 

 

1,631,396 

Total other long-term liabilities

 

 

35,513,775 

 

 

30,355,536 

Less current portion

 

 

952,661 

 

 

1,565,501 

 

 

$

34,561,114 

 

$

28,790,035 

 

Advance Payments on Purchases Contracts -The Company has entered into agreements with suppliers whereby payment is received in advance and earned based on purchases of product from these suppliers in the future. The unearned portion, included in other long-term liabilities, will be recognized in the results of operations in accordance with the terms of the contract.

 

7. Long-Term Debt

 

Long-term debt and short-term loans are summarized as follows:

 

   2012  2011 

Bonds payable:

   

Senior notes, interest rate of 8.875%, maturing 2017

  $575,000,000   $575,000,000  

Unamortized original issue discount on senior notes

   (11,449,429  (13,930,554

Recovery Zone Facility Bonds, maturing 2036

   99,740,000    99,740,000  

Outstanding line of credit, weighted average interest rate of 3.99%

   40,120,642    —    

Notes payable:

   

Real estate and equipment maturing 2013-2031:

   

Due to banks, weighted average interest rate of 3.21% for 2012 and 3.75% for 2011

   82,356,556    104,882,954  

Due to other financial institutions, weighted average interest rate of 3.82% for 2012 and 5.17% for 2011

   49,400,744    89,427,336  
  

 

 

  

 

 

 

Total long-term debt

   835,168,513    855,119,736  

Less current portion

   49,928,264    34,375,989  
  

 

 

  

 

 

 

Long-term debt, net of current portion

  $785,240,249   $820,743,747  
  

 

 

  

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2015

 

2014

Bonds payable:

 

 

 

 

 

 

         Senior notes, interest rate of 5.75%, maturing 2023

 

$

700,000,000 

 

$

700,000,000 

         Recovery Zone Facility Bonds, maturing 2036

 

 

90,680,000 

 

 

95,210,000 

Outstanding line of credit, weighted average interest rate of 4.50%

 

 

460,005 

 

 

29,910,050 

Notes payable:

 

 

 

 

 

 

Real estate and equipment maturing 2016-2028:

 

 

 

 

 

 

Due to banks, weighted average interest rate of 3.29% for 2015 and 3.01% for 2014

 

 

103,507,307 

 

 

80,634,003 

Due to other financial institutions, weighted average interest rate of  7.58% for 2015 and 4.09% for 2014

 

 

695,480 

 

 

31,505,690 

Total long-term debt

 

 

895,342,792 

 

 

937,259,743 

Less current portion

 

 

12,651,321 

 

 

12,488,400 

Long-term debt, net of current portion

 

$

882,691,471 

 

$

924,771,343 

 

In May 2009,June 2013, the Company issued $575.0$700.0 million aggregate principal amount of senior notes due in 20172023 (the “Notes”) in a private placement.  SubsequentThe Notes bear an interest rate of 5.75% per annum and were issued at par. Note proceeds were used to repay $575.0 million aggregate principal amount of senior notes maturing in 2017,  $52.0 million of indebtedness outstanding under the Company’s line of credit, and to pay costs related to the private placement,offering of the Notes.  Remaining Note proceeds were used for general corporate purposes, including capital expenditures.  In connection with the repayment of the $575.0 million senior notes, the Company paid $27.8 million in debt extinguishment costs and expensed $15.3 million of unamortized loan costs.  These amounts comprise the line item “Loss on early extinguishment of debt” on the Consolidated Statements of Income for the fiscal year ended September 28, 2013.

The Company filed a registration statement with the Securities and Exchange Commission to exchangeand exchanged the private placement notes with registered notes. The Notes bear an interest rate of 8.875% per annum and were issued at a discount to yield 9.5% per annum.

51


 

The Company may redeem all or a portion of the Notes at any time on or after MayJune 15, 20132018 at the following redemption prices (expressed as percentages of the principal amount), if redeemed during the 12-month period beginning MayJune 15 of the years indicated below:

 

Year

 

2013

   104.438

2014

   102.219

2015 and thereafter

   100.000

 

 

 

 

Year

 

2018

102.875%

2019

101.917%

2020

100.958%

2021 and thereafter

100.000%

In connection with the offering of the Notes, the Company entered into a new three-yearextended the maturity date of its $175.0 million line of credit (the “Line”) from December 29, 2015 to June 12, 2018 and terminated three other lines of credit.modified certain interest rate options and covenants.  At September 29, 201226, 2015, the Company had $40.1$0.5 million of borrowing outstanding under the line of credit.

 

The line of creditLine provides the Company with various interest rate options based on the prime rate, the Federal Funds Rate, or the London Interbank Offering Rate (“LIBOR”), plus a credit spread.. The lineLine allows the Company to issue up to $30.0 million in unused letters of credit, of which $8.2$10.5 million of unused letters of credit were issued at September 29, 2012.26, 2015.  The Company is not required to maintain compensating balances in connection with the line of credit.Line.

 

On December 29, 2010, the Company completed the funding of $99.7 million of Recovery Zone Facility Bonds (the “Bonds”) for:  (A) acquisition, construction and equipping of an approximately 830,000 square foot new warehouse and distribution center and a new grocery store to be located in Buncombe County, North Carolina (the “Project”), and (B) the payment of certain expenses incurred in connection with the issuance of the Bonds.  The final maturity date of the Bonds is January 1, 2036.

Bond proceeds were invested in a trust account with the Bond trustee. The Company received disbursements from the account as it submitted requisitions to the trustee for incurred Project costs. The account with the Bond trustee was listed in the line item “Restricted investments” on the Condensed Consolidated Balance Sheets and consisted of money market deposits and United States Treasury securities. All funds had disbursed from the trust account as of September 29, 2012. Prior to that time, these investments were classified as available-for-sale and were stated at market value.

 

The Bonds were issued by the Buncombe County Industrial Facilities and Pollution Control Financing Authority and were purchased by certain financial institutions.  Under a Continuing Covenant and Collateral Agency Agreement (the “Covenant Agreement”) between the financial institutions and the Company, the financial institutions willwould hold the Bonds until January 2, 2018, subject to certain events.   Mandatory redemption of the Bonds by the Company in the annual amount of $4,530,000 begins$4.5 million began on January 1, 2014.

In connection with the offering of the Notes, the Company extended the maturity date of the Covenant Agreement from January 2, 2018 to June 30, 2021 and modified certain interest rate options and covenants. The Company may redeem the Bonds without penalty or premium at any time prior to January 2, 2018.June 30, 2021.

 

Interest earned by bondholders on the Bonds is exempt from Federal and North Carolina income taxation.  Initially, theThe interest rate on the Bonds is equal to one month LIBOR (adjusted monthly) plus a credit spread, adjusted to reflect the income tax exemption.

 

The Company’s obligation to repay the Bonds is collateralized by the Project.  Additional collateral was providedrequired in order to meet certain loan to value criteria in the Covenant Agreement.  The Covenant Agreement incorporates substantially all financial covenants included in the line of credit.

Also on December 29, 2010, the Company executed an amendment to extend the maturity of the line of credit from May 12, 2012 to December 29, 2015. All other terms of the line of credit remain in place.Line.

 

The Notes, the Bonds and the line of creditLine 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 of creditLine 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 related to the Notes, the Bonds and Line at September 29, 2012.26, 2015.

 

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 of credit, Bonds,Bond and Notes indenture in the event of default under any one instrument.

At September 29, 2012,26, 2015, property and equipment with an undepreciated cost of approximately $310$260 million was pledged as collateral for long-term debt. Long-term debt and line of creditLine agreements contain various restrictive covenants requiring, among other things, minimum levels of net worth and maintenance of certain financial ratios. In addition, certain loan agreements containing provisions outlining minimum tangible net worth requirements restrict the ability of the Company to pay cash dividends in excess of the current annual per share dividends paid on the Company’s Class A and Class B Common Stock. Further, the Company is prevented from paying cash dividends at any time that it is in default under the indenture governing

52


the Notes. In addition, the terms of the indenture may restrict the ability of the Company to pay additional cash dividends based on certain financial parameters.

 

Components of interest costs are as follows:

 

   2012  2011  2010 

Total interest costs

  $61,764,642   $63,554,139   $66,136,749  

Interest capitalized

   (1,738,078  (1,588,384  (1,283,110
  

 

 

  

 

 

  

 

 

 

Interest expense

  $60,026,564   $61,965,755   $64,853,639  
  

 

 

  

 

 

  

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2015

 

2014

 

2013

Total interest costs

 

$

47,378,270 

 

$

46,846,912 

 

$

59,598,030 

Interest capitalized

 

 

(371,496)

 

 

(277,048)

 

 

(455,652)

Interest expense

 

$

47,006,774 

 

$

46,569,864 

 

$

59,142,378 

 

Maturities of long-term debt at September 29, 201226, 2015 are as follows:

 

Fiscal Year

 

2013

  $52,409,389  

2014

   9,848,985  

2015

   9,710,606  

2016

   50,009,031  

2017

   583,333,380  

Thereafter

   141,306,550  
  

 

 

 

Total

  $846,617,941  
  

 

 

 

 

 

 

 

 

 

 

 

Fiscal Year

 

 

 

2016

 

$

12,651,321 

2017

 

 

11,665,693 

2018

 

 

49,979,075 

2019

 

 

18,997,434 

2020

 

 

16,025,453 

Thereafter

 

 

786,023,816 

Total

 

$

895,342,792 

 

8. Stockholders’ Equity

 

The Company has two classes of Common Stock: Class A and Class B. Class A Common Stock is traded on The NASDAQ Global Select Market under the symbol IMKTA. There is no public market for the Company’s Class B Common Stock. However, each share of Class B Common Stock is convertible at any time, at the option of the holder, into one share of Class A Common Stock. Upon any transfers of Class B Common Stock (other than to immediate family members and participants in the Investment/Profit Sharing Plan), such stock is automatically converted into Class A Common Stock.

 

The holders of the Class A Common Stock and Class B Common Stock are entitled to dividends and other distributions when declared out of assets legally available therefore, subject to the dividend rights of any preferred stock that may be issued in the future. Each share of Class A Common Stock is entitled to receive a cash dividend and liquidation payment in an amount equal to 110% of any cash dividend or liquidation payment on Class B Common Stock. Any stock dividend must be paid in shares of Class A Common Stock with respect to Class A Common Stock and in shares of Class B Common Stock with respect to Class B Common Stock.

 

The voting powers, preferences and relative rights of Class A Common Stock and Class B Common Stock are identical in all respects, except that the holders of Class A Common Stock have one vote per share and the holders of Class B Common Stock have ten votes per share. In addition, holders of Class A Common Stock, as a separate class, are entitled to elect 25% of all directors constituting the Board of Directors (rounded to the nearest whole number). As long as the Class B Common Stock represents at least 12.5% of the total outstanding Common Stock of both classes, holders of Class B Common Stock, as a separate class, are entitled to elect the remaining directors. The Company’s Articles of Incorporation and Bylaws provide that the Board of Directors can set the number of directors between five and eleven.

During the year ended September 28, 2013 the Company’s Board of Directors authorized the repurchase of up to four million shares of its Class A and Class B Common Stock.  The share repurchase program may be carried out through open market purchases, block trades, purchases from the Company’s Investment/Profit Sharing Plan and in negotiated private transactions.

During the year ended September 27, 2014, the Company repurchased 2.5 million shares of Class B Common Stock under this plan.  Following this transaction, all four million shares authorized by the Company’s Board of Directors have been repurchased.

53


9. Earnings Per Common Share

 

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 paid per share for each class of stock, plus the amount of 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.

 

   Year Ended
September 29, 2012
 
   Class A   Class B 

Numerator: Allocated net income

    

Net income allocated, basic

  $24,151,777    $19,292,566  

Conversion of Class B to Class A shares

   19,292,566     —    
  

 

 

   

 

 

 

Net income allocated, diluted

  $43,444,343    $19,292,566  
  

 

 

   

 

 

 

Denominator: Weighted average shares outstanding

    

Weighted average shares outstanding, basic

   12,936,583     11,364,899  

Conversion of Class B to Class A shares

   11,364,899     —    
  

 

 

   

 

 

 

Weighted average shares outstanding, diluted

   24,301,482     11,364,899  
  

 

 

   

 

 

 

Earnings per share

    

Basic

  $1.87    $1.70  
  

 

 

   

 

 

 

Diluted

  $1.79    $1.70  
  

 

 

   

 

 

 

 

 

 

 

 

 

 

 

 

 

Year Ended

  Year Ended
September 24, 2011
   Year Ended
September 25, 2010
 

  

September 26, 2015

  Class A   Class B   Class A   Class B 

 

Class A

 

Class B

Numerator: Allocated net income

        

 

 

 

 

 

 

Net income allocated, basic

  $21,540,808    $17,518,702    $16,961,816    $13,880,373  

  

$

41,356,536 

  

$

17,996,587 

Conversion of Class B to Class A shares

   17,518,702     —       13,880,373     —    

  

 

17,996,587 

  

 

  

 

   

 

   

 

   

 

 

Net income allocated, diluted

  $39,059,510    $17,518,702    $30,842,189    $13,880,373  

  

$

59,353,123 

  

$

17,996,587 
  

 

   

 

   

 

   

 

 

 

 

 

 

 

 

Denominator: Weighted average shares outstanding

        

  

 

 

  

 

 

Weighted average shares outstanding, basic

   12,905,408     11,542,049     12,888,828     11,601,562  

  

 

13,711,241 

  

 

6,548,534 

Conversion of Class B to Class A shares

   11,542,049     —       11,601,562     —    

  

 

6,548,534 

  

 

  

 

   

 

   

 

   

 

 

Weighted average shares outstanding, diluted

   24,447,457     11,542,049     24,490,390     11,601,562  

  

 

20,259,775 

  

 

6,548,534 
  

 

   

 

   

 

   

 

 

 

 

 

 

 

 

Earnings per share

        

 

 

 

 

Basic

  $1.67    $1.52    $1.32    $1.20  

  

$

3.02 

  

$

2.74 
  

 

   

 

   

 

   

 

 

Diluted

  $1.60    $1.52    $1.26    $1.20  

  

$

2.93 

  

$

2.74 
  

 

   

 

   

 

   

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Year Ended

 

Year Ended

 

 

September 27, 2014

 

September 28, 2013

 

  

Class A

 

Class B

  

Class A

  

Class B

Numerator: Allocated net income

 

 

 

 

 

 

 

 

 

 

 

 

Net income allocated, basic

  

$

31,776,515 

  

$

19,649,939 

  

$

11,638,545 

  

$

9,157,345 

Conversion of Class B to Class A shares

  

 

19,649,939 

  

 

  

 

9,157,345 

  

 

Net income allocated, diluted

  

$

51,426,454 

  

$

19,649,939 

  

$

20,795,890 

  

$

9,157,345 

 

 

 

 

 

 

 

 

 

 

 

 

 

Denominator: Weighted average shares outstanding

  

 

 

  

 

 

  

 

 

  

 

 

Weighted average shares outstanding, basic

  

 

13,482,296 

  

 

9,126,381 

  

 

13,054,425 

  

 

10,817,989 

Conversion of Class B to Class A shares

  

 

9,126,381 

  

 

  

 

10,817,989 

  

 

Weighted average shares outstanding, diluted

  

 

22,608,677 

  

 

9,126,381 

  

 

23,872,414 

  

 

10,817,989 

 

 

 

 

 

 

 

 

 

 

 

 

 

Earnings per share

 

 

 

 

 

 

 

 

 

 

 

 

    Basic

  

$

2.36 

  

$

2.14 

  

$

0.89 

  

$

0.85 

    Diluted

  

$

2.28 

  

$

2.14 

  

$

0.87 

  

$

0.85 

54


10. Employee Benefit Plans

 

Investment/Profit Sharing Plan- The purpose of the qualified investment/profit sharing plan is to provide retirement benefits to eligible employees. Assets of the plan, including the Company’s Class B Common Stock, are held in trust for employees and distributed upon retirement, death, disability or other termination of employment. Company contributions are discretionary and are determined quarterly by the Board of Directors. The plan includes a 401(k) feature. Company contributions to the plan, included in operating and administrative expenses, were approximately $1,331,000, $1,198,000$1.6 million, $1.4 million and $1,093,000$1.3 million for fiscal years 2012, 20112015, 2014 and 2010,2013, respectively.

 

Nonqualified Investment Plan-The purpose of the Executive Nonqualified Excess Plan is to provide benefits similar to the Company’s Investment/Profit Sharing Plan to certain of the Company’s management employees who are otherwise subject to limited participation in the 401(k) feature of the Company’s Investment/Profit Sharing Plan. Company contributions to the plan, included in operating and administrative expenses, were approximately $71,000, $64,000$99,000, $84,000 and $59,000$77,000 for fiscal years 2012, 20112015, 2014 and 2010,2013, respectively.

 

Cash Bonuses-The Company pays monthly bonuses to various managerial personnel based on performance of the operating units managed by these personnel. The Company pays discretionary annual bonuses to certain employees who do not receive monthly performance bonuses. The Company pays discretionary bonuses to certain executive officers based on Company performance. Operating and administrative expenses include bonuses of approximately $10.0$10.1 million, $9.7$9.2 million and $9.6$9.0 million for fiscal years 2012, 20112015, 2014 and 2010,2013, respectively.

 

Medical Care Plan- Medical and dental benefits are provided to qualified employees under a self-insured plan. Expenses under the plan include claims paid, administrative expenses and an estimated liability for claims incurred but not yet paid.

55


11. Lines of BusinessSegment Information

 

The Company operates three lines of business:one primary business segment, retail grocery sales (representing the aggregation of individual retail stores),.   “Other” includes the Company’s remaining operations -- fluid dairy and shopping center rentals and a fluid dairy processing plant. All of the Company’s operations are domestic.rentals.   Information about the Company’s operations by lines of business (amounts in thousands) is as follows:

 

   2012  2011  2010 

Revenues from unaffiliated customers:

    

Grocery sales

  $3,577,510   $3,428,730   $3,274,015  

Shopping center rentals

   8,881    9,102    9,179  

Fluid dairy

   131,924    131,191    116,037  
  

 

 

  

 

 

  

 

 

 

Total revenues from unaffiliated customers

  $3,718,315   $3,569,023   $3,399,231  
  

 

 

  

 

 

  

 

 

 

Income before income taxes:

    

Grocery sales

  $111,540   $105,648   $96,256  

Shopping center rentals

   1,444    1,854    1,767  

Fluid dairy

   10,863    11,015    11,423  
  

 

 

  

 

 

  

 

 

 

Total income from operations

   123,847    118,517    109,446  

Other income, net

   3,527    4,159    4,224  

Interest expense

   60,027    61,966    64,854  
  

 

 

  

 

 

  

 

 

 

Income before income taxes

  $67,347   $60,711   $48,817  
  

 

 

  

 

 

  

 

 

 

Assets:

    

Grocery sales

  $1,486,109   $1,471,086   $1,384,496  

Shopping center rentals

   119,393    113,454    119,097  

Fluid dairy

   38,874    36,244    30,857  

Elimination of intercompany receivable

   (2,267  (2,434  (2,092
  

 

 

  

 

 

  

 

 

 

Total assets

  $1,642,109   $1,618,350   $1,532,358  
  

 

 

  

 

 

  

 

 

 

Capital expenditures:

    

Grocery sales

  $175,835   $83,169   $84,559  

Shopping center rentals

   950    259    3,903  

Fluid dairy

   3,844    14,078    3,563  
  

 

 

  

 

 

  

 

 

 

Total capital expenditures

  $180,629   $97,506   $92,025  
  

 

 

  

 

 

  

 

 

 

Depreciation and amortization:

    

Grocery sales

  $82,584   $78,236   $77,507  

Shopping center rentals

   5,478    5,367    5,394  

Fluid dairy

   2,469    1,805    2,030  
  

 

 

  

 

 

  

 

 

 

Total depreciation and amortization

  $90,531   $85,408   $84,931  
  

 

 

  

 

 

  

 

 

 

 

Sales by product category for fiscal years 2012, 2011 and 2010, respectively, are as follows:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2015

 

2014

 

2013

Revenues from unaffiliated customers:

 

 

 

 

 

 

 

 

 

Grocery

 

$

1,387,195 

 

$

1,397,870 

 

$

1,424,869 

Non-foods

 

 

769,168 

 

 

729,934 

 

 

707,294 

Perishables

 

 

981,221 

 

 

937,402 

 

 

898,956 

Gasoline

 

 

498,220 

 

 

618,147 

 

 

568,701 

 Total retail

 

 

3,635,804 

 

 

3,683,353 

 

 

3,599,820 

Other

 

 

142,840 

 

 

152,633 

 

 

138,720 

Total revenues from unaffiliated customers

 

$

3,778,644 

 

$

3,835,986 

 

$

3,738,540 

 

 

 

 

 

 

 

 

 

 

Income before income taxes:

 

 

 

 

 

 

 

 

 

Retail

 

$

126,143 

 

$

112,030 

 

$

114,380 

Other

 

 

13,039 

 

 

11,315 

 

 

11,194 

        Total income from operations

 

 

139,182 

 

 

123,345 

 

 

125,574 

        Other income, net

 

 

2,283 

 

 

3,001 

 

 

2,900 

        Interest expense

 

 

47,007 

 

 

46,570 

 

 

59,142 

        Loss on early extinguishment of debt

 

 

 

 

 

 

43,089 

Income before income taxes

 

$

94,458 

 

$

79,776 

 

$

26,243 

 

 

 

 

 

 

 

 

 

 

Assets:

 

 

 

 

 

 

 

 

 

Retail

 

$

1,542,237 

 

$

1,515,055 

 

$

1,528,483 

Other

 

 

131,484 

 

 

144,667 

 

 

143,237 

Elimination of intercompany receivable

 

 

(2,338)

 

 

(2,770)

 

 

(2,392)

Total assets

 

$

1,671,383 

 

$

1,656,952 

 

$

1,669,328 

 

 

 

 

 

 

 

 

 

 

Capital expenditures:

 

 

 

 

 

 

 

 

 

Retail

 

$

100,894 

 

$

105,808 

 

$

99,995 

Other

 

 

3,162 

 

 

2,530 

 

 

1,458 

Total capital expenditures

 

$

104,056 

 

$

108,338 

 

$

101,453 

 

 

 

 

 

 

 

 

 

 

Depreciation and amortization:

 

 

 

 

 

 

 

 

 

Retail

 

$

95,540 

 

$

90,025 

 

$

87,331 

Other

 

 

7,337 

 

 

7,639 

 

 

7,558 

Total depreciation and amortization

 

$

102,877 

 

$

97,664 

 

$

94,889 

 

   Fiscal Year Ended September
(dollars in thousands)
 
   2012   2011   2010 

Grocery

  $1,447,520    $1,397,944    $1,366,595  

Non-foods

   709,959     690,199     684,508  

Perishables

   866,252     825,068     787,051  

Gasoline

   553,779     515,519     435,861  
  

 

 

   

 

 

   

 

 

 

Total grocery segment

  $3,577,510    $3,428,730    $3,274,015  
  

 

 

   

 

 

   

 

 

 

The grocery category includes grocery, dairy, and frozen foods.

The non-foods category includes alcoholic beverages, tobacco, pharmacy, health and video.

The perishable category includes meat, produce, deli and bakery.

 

Revenue from shopping center rentals, net of shopping center expense of $6.9 million, $7.2 million and $7.4 million for the fiscal years ended 2012, 2011 and 2010, respectively, is included in the caption “Rental income, net” in the Consolidated Statements of Income. Grocery and fluid dairy revenues comprise the net sales reported in the Consolidated Statements of Income.

The fluid dairy segmentoperation, included in “Other”, had $58.5$49.4 million, $59.6$58.7 million and $55.7$58.3 million in sales to the grocery sales segment in fiscal 2012, 20112015, 2014 and 2010,2013, respectively. These sales were eliminated in consolidation.

 

56


12. Selected Quarterly Financial Data (Unaudited)

 

The following is a summary of unaudited financial data regarding the Company’s quarterly results of operations. Each of the quarters in the two fiscal years presented contains thirteen weeks, except for the fourth quarter of fiscal year 2012 which contains fourteen weeks.

 

   1st
Quarter
   2nd
Quarter
   3rd
Quarter
   4th
Quarter
   Total 
   (amounts in thousands except earnings per common share) 

2012

          

Net sales

  $918,238    $881,667    $917,756    $991,773    $3,709,434  

Gross profit

   201,728     192,435     205,952     219,220     819,335  

Net income

   10,597     6,512     13,059     13,276     43,444  

Basic earnings per common share

          

Class A

   0.45     0.28     0.56     0.58     1.87  

Class B

   0.41     0.26     0.51     0.52     1.70  

Diluted earnings per common share

          

Class A

   0.43     0.27     0.54     0.55     1.79  

Class B

   0.41     0.26     0.51     0.52     1.70  

2011

          

Net sales

  $872,753    $870,371    $910,978    $905,819    $3,559,921  

Gross profit

   193,480     194,636     201,340     202,420     791,876  

Net income

   7,652     7,721     12,725     10,962     39,060  

Basic earnings per common share

          

Class A

   0.33     0.33     0.54     0.47     1.67  

Class B

   0.30     0.30     0.49     0.43     1.52  

Diluted earnings per common share

          

Class A

   0.31     0.32     0.52     0.45     1.60  

Class B

   0.30     0.30     0.49     0.43     1.52  

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

1st

 

2nd

 

3rd

 

4th

 

 

 

 

 

Quarter

 

Quarter

 

Quarter

 

Quarter

 

Total

 

 

(amounts in thousands except earnings per common share)

2015

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net sales

 

$

964,497 

 

$

915,335 

 

$

945,974 

 

$

952,838 

 

$

3,778,644 

Gross profit

 

 

224,393 

 

 

218,691 

 

 

222,164 

 

 

228,056 

 

 

893,304 

Net income

 

 

15,038 

 

 

14,302 

 

 

13,777 

 

 

16,236 

 

 

59,353 

Basic earnings per common share

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

   Class A

 

 

0.77 

 

 

0.72 

 

 

0.70 

 

 

0.83 

 

 

3.02 

   Class B

 

 

0.70 

 

 

0.66 

 

 

0.63 

 

 

0.75 

 

 

2.74 

Diluted earnings per common share

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

   Class A

 

 

0.74 

 

 

0.71 

 

 

0.68 

 

 

0.80 

 

 

2.93 

   Class B

 

 

0.70 

 

 

0.66 

 

 

0.63 

 

 

0.75 

 

 

2.74 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2014

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net sales

 

$

945,125 

 

$

947,761 

 

$

978,262 

 

$

964,838 

 

$

3,835,986 

Gross profit

 

 

203,506 

 

 

206,124 

 

 

215,151 

 

 

220,383 

 

 

845,164 

Net income

 

 

9,533 

 

 

10,455 

 

 

13,834 

 

 

17,604 

 

 

51,426 

Basic earnings per common share

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

   Class A

 

 

0.44 

 

 

0.47 

 

 

0.63 

 

 

0.82 

 

 

2.36 

   Class B

 

 

0.40 

 

 

0.43 

 

 

0.57 

 

 

0.74 

 

 

2.14 

Diluted earnings per common share

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

   Class A

 

 

0.42 

 

 

0.46 

 

 

0.61 

 

 

0.79 

 

 

2.28 

   Class B

 

 

0.40 

 

 

0.43 

 

 

0.57 

 

 

0.74 

 

 

2.14 

 

 

13. Commitments and Contingencies

 

Various legal proceedings and claims arising in the ordinary course of business are pending against the Company.  In the opinion of management, the ultimate liability, if any, from all pending legal proceedings and claims will not materially affect the Company’s financial position or the results of its operations.

 

Construction commitments at September 29, 201226, 2015 totaled $11.2$15.9 million.  The Company expects these commitments to be fulfilled during fiscal year 2013.

2016. 

14. Fair Values of Financial Instruments

 

The following methods and assumptions were used by the Company in estimating its fair value disclosures for financial instruments:

 

Cash and cash equivalents: The carrying amounts reported in the Consolidated Balance Sheets for cash and cash equivalents approximate their fair values.

 

Receivables: The carrying amounts reported in the Consolidated Balance Sheets for receivables approximate their fair values.

 

Restricted Investments: The carrying amounts reported in the Consolidated Balance Sheets for restricted investments approximate their fair values.

The fair value of the Company’s debt is 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

57


independent sources, while unobservable inputs reflect the Company’s market assumptions.  These inputs are classified into the following hierarchy:

 

Level 1 Inputs  -

Quoted prices for identical assets or liabilities in active markets.

Level 2 Inputs  -

Quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets or liabilities in markets that are not active; and model-derived valuations whose inputs are observable or whose significant value drivers are observable.

Level 3 Inputs  -

Pricing inputs are unobservable for the assets or liabilities and include situations where there is little, if any, market activity for the assets or liabilities.  The inputs into the determination of fair value require significant management judgment or estimation.

 

The carrying amount and fair value of the Company’s debt at June 23, 2012September 26, 2015 is as follows (in thousands):

 

   Carrying
Amount
   Fair Value   Fair Value
Measurements
 

Senior Notes, net of unamortized original issue discount

  $563,551    $618,844     Level 2  

Recovery Zone Facility Bonds

   99,740     99,740     Level 2  

Real estate and equipment notes payable

   131,757     132,362     Level 2  

Line of credit payable

   40,121     40,121     Level 2  
  

 

 

   

 

 

   

Total debt

  $835,169    $891,066    
  

 

 

   

 

 

   

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

  

Carrying

  

 

 

  

 

 

 

Amount

 

Fair Value

 

Fair Value Measurements

Senior Notes

  

$

700,000 

  

$

719,250 

 

Level 2

Recovery Zone Facility Bonds

  

 

90,680 

  

  

90,680 

 

Level 2

Real estate and equipment notes payable

  

 

104,203 

  

  

104,231 

 

Level 2

Line of credit payable

 

 

460 

 

 

460 

 

Level 2

Total debt

  

$

895,343 

  

$

914,621 

 

 

 

The fair values for Level 2 measurements were determined primarily using market yields and taking into consideration the underlying terms of the debt.

 

15. Cash Flow Information

 

Supplemental disclosure of cash flow information is as follows:

 

  2012  2011  2010 

Cash paid (received) during the year for:

   

Interest (net of amounts capitalized)

 $61,269,522   $61,121,320   $65,737,378  

Income taxes

  21,390,331    24,203,245    6,301,465  

Non cash items:

   

Property and equipment additions included in accounts payable

  7,957,599    37,978,081    10,321,135  

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2015

 

2014

 

2013

Cash paid (received) during the year for:

 

 

 

 

 

 

 

 

 

Interest (net of amounts capitalized)

 

$

47,059,731 

 

$

46,886,468 

 

$

65,281,861 

Income taxes

 

 

37,198,075 

 

 

32,064,452 

 

 

(2,470,362)

Non cash items:

 

 

 

 

 

 

 

 

 

Property and equipment additions included in accounts payable

 

 

1,192,232 

 

 

8,555,952 

 

 

14,598,996 

16. Major Supplier

 

The Company purchases a large portion of inventory from a wholesale grocery distributor. Purchases from the distributor were approximately $201.3 million in 2012, $273.9 million in 2011 and $269.4 million in 2010. This distributor owns approximately 2% of the Company’s Class A Common Stock and approximately 1% of the Company’s Class B Common Stock at September 29, 2012. Amounts owed to this distributor, included in accounts payable-trade and accrued expenses, were $0.1 million at September 29, 2012 and $10.4 million at September 24, 2011.

 

In addition, the Company sells dairy and juice products to this wholesale grocery distributor. Sales to this distributor were $39.4 million in 2012, $42.2 million in 2011 and $37.6 million in 2010. Amounts due from this distributor, included in receivables, were $1.7 million at September 29, 2012 and $1.9 million at September 24, 2011.

17.16. Related Party Transactions

 

The Company will from time to time make short-term non-interest bearing loans to the Company’s Investment/Profit Sharing Plan to allow the plan to meet distribution obligations during a time when the plan was prohibited from selling shares of the Company’s Class A common stock.  At September 29, 2012There were no such loans were outstanding.outstanding at September 26, 2015.  At September 27, 2014 loans outstanding totaled $0.4 million.

 

In fiscal 2012,2013, the Company approved the purchaserepurchase of certain real property and an aircraft used by1.5 million shares of the CompanyCompany’s Class B Common Stock from a trust that is part of the estate of Robert P. Ingle, former CEO and Director of the Company.  The aggregate purchase price for the assetsstock was $2.5$37.1 million, equal to the fair market value of the assets as determined by independent appraisal.Company’s publicly traded Class A Common Stock at the time of the transaction.  The transactions weretransaction was approved by the Company’s Executive Committee and Audit Committee in accordance with Company policy and regulatory guidelines.

 

18. Subsequent Events

On December 7, 2012,In fiscal 2014, the Company declaredapproved the repurchase of 2.5 million shares of the Company’s Class B Common Stock from a special dividendtrust that is part of $0.66 per sharethe estate of Robert P. Ingle, former CEO and Director of the Company.  The aggregate purchase price for the stock was $65.0 million, equal to the fair market value of the Company’s publicly traded Class A Common Stock at the

58


time of the transaction.  The transaction was approved by the Company’s Executive Committee and $0.60 per share of Class B Common Stock payable on December 31, 2012 to shareholders of record on December 21, 2012.Audit Committee in accordance with Company policy and regulatory guidelines.

17. Subsequent Events

 

In accordance with FASB ASC Topic 855, the Company evaluated events occurring between the end of its most recent fiscal year and the date the financial statements were filed with the SEC.

59


SCHEDULE II

INGLES MARKETS, INCORPORATED AND SUBSIDIARIES

SUPPLEMENTAL SCHEDULE OF VALUATION AND QUALIFYING ACCOUNTS

SCHEDULE II

 

INGLES MARKETS, INCORPORATED AND SUBSIDIARIES

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

BALANCE AT

 

CHARGED TO

 

 

 

 

BALANCE

 

 

BEGINNING OF

 

COSTS AND

 

 

 

 

AT END

DESCRIPTION

 

YEAR

 

EXPENSES

 

DEDUCTIONS (1)

 

OF YEAR

Fiscal year ended September 26, 2015:

 

 

 

 

 

 

 

 

 

 

 

 

Deducted from asset accounts:

 

 

 

 

 

 

 

 

 

 

 

 

Allowance for doubtful accounts

 

$

307,029 

 

$

250,000 

 

$

156,781 

 

$

400,248 

 

 

 

 

 

 

 

 

 

 

 

 

 

Fiscal year ended September 27, 2014:

 

 

 

 

 

 

 

 

 

 

 

 

Deducted from asset accounts:

 

 

 

 

 

 

 

 

 

 

 

 

Allowance for doubtful accounts

 

$

772,893 

 

$

 

$

465,864 

 

$

307,029 

 

 

 

 

 

 

 

 

 

 

 

 

 

Fiscal year ended September 28, 2013:

 

 

 

 

 

 

 

 

 

 

 

 

Deducted from asset accounts:

 

 

 

 

 

 

 

 

 

 

 

 

Allowance for doubtful accounts

 

$

741,690 

 

$

30,000 

 

$

(1,203)

 

$

772,893 

 

SUPPLEMENTAL SCHEDULE OF VALUATION AND QUALIFYING ACCOUNTS(1)Uncollectible accounts written off, net of recoveries.

60

 

DESCRIPTION

  BALANCE AT
BEGINNING OF
YEAR
   CHARGED TO
COSTS AND
EXPENSES
   DEDUCTIONS (1)   BALANCE
AT END
OF YEAR
 

Fiscal year ended September 29, 2012:

        

Deducted from asset accounts:

        

Allowance for doubtful accounts

  $524,460    $288,977    $71,747    $741,690  

Fiscal year ended September 24, 2011:

        

Deducted from asset accounts:

        

Allowance for doubtful accounts

  $596,220    $321,008    $392,768    $524,460  

Fiscal year ended September 25, 2010:

        

Deducted from asset accounts:

        

Allowance for doubtful accounts

  $638,615    $151,517    $193,912    $596,220  

 

(1)Uncollectible accounts written off, net of recoveries.

SIGNATURES

 

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

INGLES MARKETS, INCORPORATED

By:/S/    ROBERT P. INGLE, II      

By:

/s/ Robert P. Ingle, II

Robert P. Ingle, II

Chief Executive Officer

Date: December 26, 201210,  2015

 

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated:

 

/S/    ROBERTs/ Robert P. INGLE,Ingle, II

Robert P. Ingle, II, CEO, Chairman and Director

/S/    JAMESs/ James W. LANNING        Lanning

James W. Lanning, President, Chief Operating Officer and Director

/S/    RONALDs/ Ronald B. FREEMAN        Freeman

Ronald B. Freeman, CPA, Vice
President-Finance,

Chief Financial Officer and Director

/S/    CHARLES E. RUSSELL

Charles E. Russell, CPA, Director

/S/    PAT JACKSON        s/ Patricia E. Jackson

Pat

Patricia E. Jackson, CPA, Secretary and Controller

/S/    JOHN O. POLLARD  

John O. Pollard, Attorney, Director

/S/s/ L. KEITH COLLINS  Keith Collins

L. Keith Collins, Director

/S/    FREDs/ Fred D. AYERS  Ayers

Fred D. Ayers, Director

/S/    LAURA SHARPs/ Laura Sharp

Laura Sharp, Director

/s/ Brenda S. Tudor

Brenda S. Tudor, Director

/s/ Ernest E. Ferguson

Ernest E. Ferguson, Director

 

66

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