UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K

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


 Date of Report (Date of earliest event reported)
August 6, 2020

 INGLES MARKETS, INCORPORATED
 (Exact name of registrant as specified in its charter)

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

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

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

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


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

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

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

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

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

Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading Symbol(s)
Name of each exchange on which registered
Class A Common Stock, $0.05 par value per share
IMKTA
The NASDAQ Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
 
Emerging growth company
[ ]
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
[ ]

Item 2.02  Results of Operations and Financial Condition.

On August 6, 2020, Ingles Markets, Incorporated ("IMKTA") issued a press release announcing financial information for its third quarter ended June 27, 2020.  The press release is attached as Exhibit 99.1 to this Form 8-K.


Item 9.01  Financial Statements and Exhibits.

(d)      Exhibits.

Exhibit Number     Description of Exhibit


SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 
 
     INGLES MARKETS, INCORPORATED  
   

(Registrant)
 
       
       
Date:  August 6, 2020
By:
/s/ Ronald B. Freeman  
    Ronald B. Freeman  
   
Chief Financial Officer
 
       


 
 Exhibit 99.1


Ingles Markets, Incorporated Reports Results for Third Quarter And Nine Months of Fiscal 2020

ASHEVILLE, N.C.--(BUSINESS WIRE)--August 6, 2020--Ingles Markets, Incorporated (NASDAQ: IMKTA) today reported increased sales and net income for the three and nine months ended June 27, 2020.

The coronavirus (COVID-19) pandemic was declared a national emergency on March 13, 2020. At this time the Company cannot predict the impact of the pandemic on future periods.

Robert P. Ingle II, Chairman of the Board, stated, “We are proud to provide service to our customers during such a disruptive time. This is made possible by the dedication of our associates, who continue to maintain store conditions at the highest level.”

Third Quarter Results

Net sales totaled $1.19 billion for the three months ended June 27, 2020, an increase of 12.0% compared with $1.06 billion for the three months ended June 29, 2019.

Gross profit for the June 2020 quarter totaled $324.7 million, or 27.3% of sales. Gross profit for the June 2019 quarter was $258.9 million, or 24.4% of sales.

Operating and administrative expenses for the June 2020 quarter totaled $234.6 million, compared with $216.5 million for the June 2019 quarter. Most of the increase was due to higher personnel costs incurred to support additional safety measures related to the pandemic, including a second appreciation bonus payment to full and part-time associates.

Interest expense totaled $9.7 million for the three-month period ended June 27, 2020, and $11.7 million for the three-month period ended June 29, 2019. Total debt at the end of June 2020 was $819.3 million, compared with $854.7 million at the end of June 2019. The Company continues to reduce debt and has refinanced debt at lower rates over the past twelve months.

Net income totaled $62.8 million for the three-month period ended June 27, 2020, compared with $23.5 million for the three-month period ended June 29, 2019. Basic and diluted earnings per share for Class A Common Stock were $3.18 and $3.10, respectively, for the quarter ended June 27, 2020, compared with $1.19 and $1.16, respectively, for the quarter ended June 29, 2019. Basic and diluted earnings per share for Class B Common Stock were each $2.89 for the quarter ended June 27, 2020, and $1.08 for the quarter ended June 29, 2019.


Nine Month Results

Net sales totaled $3.41 billion for the nine months ended June 27, 2020, an increase of 9.2% compared with $3.13 billion for the nine months ended June 29, 2019.

Gross profit for the nine months ended June 27, 2020, totaled $873.8 million, or 25.6% of sales. Gross profit for the nine months ended June 2019 totaled $761.7 million, or 24.4% of sales.

Operating and administrative expenses totaled $685.0 million for the nine months ended June 27, 2020, and $651.6 million for the nine months ended June 29, 2019.

Interest expense was $31.8 million for the nine-month period ended June 27, 2020, compared with $35.9 million for the nine-month period ended June 29, 2019. The results for the nine months ended June 27, 2020, include a $3.7 million loss on the early extinguishment of debt arising from the refinancing of certain fixed rate debt at a lower interest rate.

Net income totaled $120.7 million for the nine-month period ended June 27, 2020, compared with $60.7 million for the nine-month period ended June 29, 2019. Basic and diluted earnings per share for Class A Common Stock were $6.13 and $5.96, respectively, for the nine months ended June 27, 2020, compared with $3.07 and $2.99, respectively, for the nine months ended June 29, 2019. Basic and diluted earnings per share for Class B Common Stock were each $5.57 for the nine months ended June 27, 2020, compared with $2.80 of basic and diluted earnings per share for the nine months ended June 29, 2019.

Capital expenditures for the June 2020 nine-month period totaled $78.9 million, compared with $123.2 million for the June 2019 nine-month period. Capital expenditures are focused on stores that have already opened this fiscal year as well as stores scheduled to open later. The Company also continues to make ongoing improvements to the existing store base. Capital expenditures for the entire fiscal year are expected to be approximately $100 million to $120 million.

The Company currently has $165.5 million available under its $175.0 million line of credit. The Company believes its financial resources, including the line of credit and other internal and anticipated external sources of funds, will be sufficient to meet planned capital expenditures, debt service and working capital requirements for the foreseeable future.

Ingles continues to provide additional pandemic support to its communities, including increased donations to local food banks and purchases from local vendors.

The comments in this press release contain certain forward-looking statements. Ingles undertakes no obligation to publicly release any revisions to any forward-looking statements contained herein to reflect events or circumstances occurring after the date hereof or to reflect the occurrence of unanticipated events, except as required by law. Ingles’ actual results may differ materially from those projected in forward-looking statements made by, or on behalf of, Ingles. Factors that may affect results include changes in business and economic conditions generally in Ingles’ operating area, pricing pressures, increased competitive efforts by others in Ingles’ marketing areas and the availability of financing for capital improvements. A more detailed discussion of these factors may be found in reports filed by the Company with the Securities and Exchange Commission including its 2019 Form 10-K and 2020 Forms 10-Q.

Ingles Markets, Incorporated is a leading grocer with operations in six southeastern states. Headquartered in Asheville, North Carolina, the Company operates 197 supermarkets. In conjunction with its supermarket operations, the Company operates neighborhood shopping centers, most of which contain an Ingles supermarket. The Company also owns a fluid dairy facility that supplies Ingles supermarkets and unaffiliated customers. To learn more about Ingles Markets visit ingles-markets.com.


 

INGLES MARKETS, INCORPORATED

(Amounts in thousands except per share data)

 

Unaudited Financial Highlights

Condensed Consolidated Statements of Income (Unaudited)

 

 

 

 

 

 

 

Three Months Ended

 

Nine Months Ended

 

 

June 27,

 

June 29,

 

June 27,

 

June 29,

 

 

2020

 

2019

 

2020

 

2019

 

 

 

 

 

 

 

 

 

Net sales

 

$ 1,189,600

 

$ 1,062,262

 

$ 3,413,437

 

$ 3,125,943

Gross profit

 

324,721

 

258,940

 

873,798

 

761,651

Operating and administrative expenses

 

234,597

 

216,463

 

684,971

 

651,614

Gain from sale or disposal of assets

 

1,339

 

876

 

4,412

 

3,525

Income from operations

 

91,463

 

43,353

 

193,239

 

113,562

Other income, net

 

626

 

129

 

1,031

 

1,474

Interest expense

 

9,715

 

11,655

 

31,848

 

35,864

Loss on early extinguishment of debt

 

-----

 

----

 

3,719

 

----

Income tax expense

 

19,621

 

8,317

 

37,970

 

18,509

Net income

 

$ 62,753

 

$ 23,510

 

$ 120,733

 

$ 60,663

 

 

 

 

 

 

 

 

 

Basic earnings per common share – Class A

 

$ 3.18

 

$ 1.19

 

$ 6.13

 

$ 3.07

Diluted earnings per common share – Class A

 

$ 3.10

 

$ 1.16

 

$ 5.96

 

$ 2.99

Basic earnings per common share – Class B

 

$ 2.89

 

$ 1.08

 

$ 5.57

 

$ 2.80

Diluted earnings per common share – Class B

 

$ 2.89

 

$ 1.08

 

$ 5.57

 

$ 2.80

 

 

 

 

 

 

 

 

 

Additional selected information:

 

 

 

 

 

 

 

 

Depreciation and amortization expense

 

$ 28,956

 

$ 27,986

 

$ 86,313

 

$ 83,593

Rent expense

 

$ 2,464

 

$ 3,024

 

$ 7,431

 

$ 9,312

 

Condensed Consolidated Balance Sheets (Unaudited)

 

 

 

 

 

 

 

 

 

 

 

June 27,

 

 

 

Sept. 28,

 

 

 

 

2020

 

 

 

2019

 

 

ASSETS

 

 

 

 

 

 

 

 

Cash and cash equivalents

 

$ 152,121

 

 

 

$ 42,125

 

 

Receivables-net

 

77,019

 

 

 

71,951

 

 

Inventories

 

355,500

 

 

 

374,129

 

 

Other current assets

 

11,577

 

 

 

8,898

 

 

Property and equipment-net

 

1,341,444

 

 

 

1,344,267

 

 

Other assets

 

73,453

 

 

 

25,958

 

 

TOTAL ASSETS

 

$ 2,011,114

 

 

 

$ 1,867,328

 

 

 

 

 

 

 

 

 

 

LIABILITIES AND STOCKHOLDERS' EQUITY

 

 

 

 

 

 

 

Current maturities of long-term debt

 

$ 168,936

 

 

 

$ 12,600

 

 

Accounts payable, accrued expenses and

 

 

 

 

 

 

 

current portion of other long-term liabilities

259,090

 

 

 

234,979

 

 

Deferred income taxes

 

72,890

 

 

 

75,499

 

 

Long-term debt

 

650,341

 

 

 

839,638

 

 

Other long-term liabilities

 

95,706

 

 

 

41,890

 

 

Total Liabilities

 

1,246,963

 

 

 

1,204,606

 

 

Stockholders' equity

 

764,151

 

 

 

662,722

 

 

TOTAL LIABILITIES AND

 

 

 

 

 

 

 

 

STOCKHOLDERS' EQUITY

 

$ 2,011,114

 

 

 

$ 1,867,328

 

 

 

Contacts

Ingles Markets, Inc.
Ron Freeman, Chief Financial Officer
rfreeman@ingles-markets.com
(828) 669-2941 (Ext. 223)