Item 1. BUSINESS
General
Ingles Markets, Incorporated ("Ingles" or the "Company"), a leading supermarket chain in the Southeast, operates 208 supermarkets in Georgia (84), North Carolina (63), South Carolina (32), Tennessee (25), Virginia (3) and Alabama (1). The Company's strategy is to locate 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, including health and beauty care products and general merchandise, as well as quality private label items. Real estate ownership is an important component of the Company's operations, providing both operational and economic benefits.
The Company believes that customer service and convenience, modern stores and competitive prices on a broad selection of quality merchandise are essential to developing a loyal customer base. The Company's new and remodeled supermarkets provide an enhanced level of customer convenience in order to accommodate the active lifestyle of today's shoppers. Design features of the Company's modern stores include expanded perishable departments featuring home meal replacement items and an expanded selection of food and non-food items to provide a "one-stop" shopping experience. During fiscal 2000, Ingles opened its first company-owned, in-store pharmacy and its first fuel station, "Ingles Gas Express". The Company plans to incorporate these new departments in a number of its stores. Ingles has invested approximately $500 million over the past five years to update, expand and modernize its existing stores and build new stores.
The Company's stores are located substantially within 250 miles of the Company owned 760,000 square foot warehouse and distribution center from which the Company distributes grocery, produce, meat and dairy products to all Ingles stores. The close proximity of the Company's purchasing and distribution operations to its stores facilitates the timely distribution of consistently high quality meat, produce and other perishable items. To further ensure product quality, the Company also owns and operates a milk processing and packaging plant that supplies approximately 80% of the milk products sold by the Company's supermarkets as well as a variety of orange and other fruit juices and bottled water products. In addition, the milk processing and packaging plant sells approximately 62% of its products to other retailers, food service distributors and grocery warehouses in eight states.
Ingles believes that real estate ownership allows it to decrease its occupancy costs, maintain flexibility for future store expansion, control the development and management of each property and benefit from value created by developing and operating free-standing supermarkets and shopping centers in smaller markets. The Company owns and operates 77 shopping centers, 65 of which contain an Ingles supermarket, and owns 67 additional properties that contain a free-standing Ingles store. The Company also owns 9 undeveloped sites suitable for a free-standing store or shopping center development. Ingles owns and holds for future development or sale numerous outparcels and other acreage located adjacent to the shopping centers and supermarkets it owns.
The Company was founded by Robert P. Ingle, the Company's Chairman of the Board and Chief Executive Officer. As of September 30, 2000, Mr. Ingle owns or controls approximately 86% of the combined voting power and 53% of the total number of shares of the Company's outstanding Class A and Class B Common Stock (in each case including stock deemed to be beneficially owned by Mr. Ingle as one of the trustees of the Company's Investment/Profit Sharing Plan and Trust). The Company became a
publicly traded company in September 1987. Its Class A Common Stock is traded on The Nasdaq Stock Market's National Market under the symbol IMKTA.
The Company was incorporated in 1965 under the laws of the State of North Carolina. Its principal executive offices are located at P. O. Box 6676, Highway 70, Asheville, North Carolina 28816, and its telephone number is 828-669-2941.
Business
The Company operates three lines of business: retail grocery sales, shopping center rentals, and a fluid dairy processing plant. Information about the Company's operations by lines of business (in millions) is as follows (for information regarding the Company's industry segments, see Note 11 to the Consolidated Financial Statements of this report on Form 10-K):
(1) Fiscal 2000 was a 53-week year. (2) Income from operations in the grocery sales segment for fiscal 1998 reflects a non-recurring charge relating to a litigation settlement of $14.6 million.
Supermarket Operations
The Company follows the strategy of locating its supermarkets primarily in suburban areas, small towns and rural communities. At September 30, 2000, the Company operated 205 supermarkets under the name "Ingles", two supermarkets under the name "Best Food" and one supermarket under the name "Sav-Mor" in western North Carolina, western South Carolina, northern Georgia, eastern Tennessee, southwestern Virginia and northeastern Alabama. The "Best Food" and "Sav-Mor" store concepts accommodate smaller shopping areas and carry a full line of dry groceries, fresh meat and produce, all of which are displayed in a modern, readily accessible environment. The stores are also operated in accordance with Ingles' high standards of customer service and quality products at a low price.
The following table sets forth certain information with respect to the Company's supermarket operations.
The Company believes that today's supermarket customers are focused on convenience and value. As a result, the Company's "one-stop" shopping experience combines a high level of customer service, convenience-oriented 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, video rental departments, greeting cards and broad selections of health and beauty care items. During fiscal 2000, Ingles opened its first company-owned, in-store pharmacy and its first fuel station, "Ingles Gas Express". The Company plans to incorporate these new departments in a number of its stores. The Company caters to the needs of its customers by offering extended hours and 24-hour service in appropriate markets. 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:
(1) Fiscal 2000 was a 53-week year. (2) Selling space is estimated to be 70% of total store square footage.
Merchandising
The Company's merchandising strategy is designed to create a "one-stop" 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's full-service meat departments are generally designed so that customers can see Ingles'
employees at work and so that its butchers are readily accessible to its customers. Many of the Company's stores offer a wide selection of fresh fish and seafood. The Company emphasizes the freshness and quality of its produce, bakery and deli offerings by designing its departments with an open air market atmosphere.
Ingles intends to continue to increase sales of its proprietary brands, which typically carry higher margins than comparable branded products. The Company currently carries two private label lines: "Laura Lynn," its primary line named after the founder's daughter, and "Ingles Best." Ingles' private labels cover a broad range of products throughout the store, such as milk, bread, soft drinks and canned goods. The Company promotes its private label brands through print and television advertising, by displaying comparison pricing with national brands on store shelf tags and by reflecting savings on customers' cash register receipts. In addition to increasing margins, Ingles believes that private label sales help promote customer loyalty.
The Company seeks to maintain a reputation for providing friendly service, quality merchandise and customer value and for its commitment to 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 all of the traditional advertising vehicles including radio, television, direct mail and newspapers. The Company uses numerous visible and subtle means to communicate its commitment to community involvement. The Company sponsors numerous high profile events such as the Ingles Food Show and the Baby Expo, as well as local and nationally recognized sporting events. The Company raises funds for charity, provides equipment for education and works closely with civic and government leaders on projects of local importance.
Purchasing and Distribution
The Company supplies approximately 67% of its supermarkets' inventory requirements from its modern 760,000 square foot warehouse and distribution center from which the Company distributes groceries, produce, meat and dairy products to all Ingles stores. The Company believes that its warehouse and distribution facility contains 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 forward purchasing arrangements on high turnover inventory items in order to take advantage of special prices offered by manufacturers for limited periods. The Company's ability to take advantage of forward purchasing is limited by several factors including carrying costs and warehouse space.
Approximately 13% of the Company's other inventory requirements, primarily frozen food and slower moving items that the Company prefers not to stock, are purchased from Merchant Distributors, Inc. ("MDI"), a wholesale grocery distributor with which the Company has had a continuing relationship for the last thirty years. Purchases from MDI were approximately $188 million in 2000, $184 million in 1999 and $181 million in 1998. MDI owned approximately 3% of the Company's Class A Common Stock and approximately 1% of the Company's Class B Common Stock at September 30, 2000 totaling 1.3% of the total voting power. The Company believes that alternative sources of supply are readily available from other third parties.
The remaining 20% of the Company's inventory requirements, primarily beverages, bread and snack foods, are supplied directly to Ingles supermarkets by local distributors and manufacturers.
Goods from the warehouse and distribution facility and the milk processing and packaging plant are distributed to the Company's stores by a fleet of 110 tractors and 428 trailers that the Company operates and maintains. The Company invests on an ongoing basis in the maintenance, upgrade and replacement of its tractor and trailer fleet. The Company reduces its overall distribution costs by capitalizing on back-haul opportunities (contracting to transport merchandise on trucks that would otherwise be empty).
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 modernization of the Company's store base involves (i) the construction of new prototype stores, (ii) the replacement or complete remodeling and expansion of existing stores and (iii) minor remodels of existing stores. The Company's goal is to maintain clean, well-lit stores with attractive architectural features that enhance the image of its stores as catering to the changing lifestyle needs of quality conscious consumers.
The Company is focused primarily on developing owned stores rather than leased stores. Management believes that owning stores rather than leasing them provides the Company with lower all-in occupancy costs and the flexibility over the long-term to expand its stores further, if needed. The construction of new stores is closely monitored and controlled by the Company. The Company hires independent contractors to construct its supermarkets from its prototype designs.
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 prototype store, capitalizing upon existing customers. 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 and is more economical.
The Company completes minor remodels in existing stores that management believes provide ample size and facilities to support the local customer base but require merchandising and operational improvements. In a minor remodel the company will also make cosmetic changes to give the store a new look and feel. Minor remodels generally include repainting, remodeling and upgrading of the lighting throughout the store. Additionally, the Company refurbishes existing equipment and adds selected new equipment in the remodeling process. As part of a minor remodel, the Company remerchandises the store including the broadening of product and service offerings.
When the Company remodels, expands or relocates an existing store, it uses that opportunity to retrain the employees of that store and reemphasize customer service.
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.
(1) Excludes new stores opened to replace existing stores.
The Company has historically expanded its store base by acquiring or leasing supermarket sites and constructing stores to its specifications. From time to time, however, the Company may consider the acquisition of existing supermarkets as such opportunities become available.
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 Company's principal competitors (in alphabetical order) are BI-LO, Inc., Food Lion, Inc., The Kroger Co., Publix Super Markets, Inc. and Winn-Dixie Stores, Inc. The Company also competes with national and regional supermarket chains, independent and specialty grocers, drug and convenience stores, and the newer "alternative format" food stores, including specialty food stores, retail drug stores, national general merchandisers and discount retailers, membership clubs, warehouse stores and supercenters. Supermarket chains generally compete on the basis of location, quality of products, service, price, convenience, product variety and store condition. 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 to adapt to changes in the Company's region. The Company's ability to remain competitive in its markets will depend in part on its ability to pursue its expansion and renovation programs in response to remodelings and new store openings by its competitors.
Employees and Labor Relations
At September 30, 2000, the Company had approximately 14,300 employees, of which 91% are supermarket personnel. Approximately 52% of these employees work on a part-time basis. None of the employees are represented by a labor union. 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" private label trademark and the "Ingles" service mark. Each mark is federally registered and renewed when required. In addition, the Company uses the "Sealtest" and "Pet" trademarks pursuant to agreements entered into in connection with its milk, fruit juice and spring water processing and packaging operations. The Company believes it has all licenses and permits necessary to conduct its business.
Item 2.
Item 2. PROPERTIES
Owned Properties.
The Company owns and operates 77 shopping centers, 65 of which contain an Ingles supermarket, and owns 67 additional properties that contain a free-standing Ingles store. The Company also owns 9 undeveloped sites which are suitable for a free-standing store or shopping center development. Ingles owns and holds for future development or sale numerous outparcels and other acreage located adjacent to the shopping centers and supermarkets it owns.
The shopping centers owned by the Company contain an aggregate of 5.9 million square feet of leasable space, of which 2.8 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 operated by the Company is as follows:
The Company owns an 810,000 square foot facility which is strategically located between Interstate 40 and Highway 70 near Asheville, North Carolina, as well as the 78 acres of land on which it is situated. The facility includes the Company's headquarters and its 760,000 square foot warehouse and distribution center. The property also includes truck servicing and fuel storage facilities.
The Company's milk processing and packaging subsidiary, Milkco, Inc., owns an 98,500 square foot manufacturing and storage facility in Asheville, North Carolina. In addition to the plant, the 11.5 acre property includes truck servicing and fuel storage facilities.
Certain long-term debt of the Company is secured by the owned properties. See Note 6 to the Consolidated Financial Statements of this report on Form 10-K for further details.
Leased Properties.
The Company operates supermarkets at 76 locations leased from various unaffiliated third parties. The Company also leases 12 supermarket facilities in which it is not currently operating. 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 require the Company to pay additional percentage rent (ranging from .75% to 1%) for sales in excess of a specified amount.
Rental rates generally range from $2.00 to $7.50 per square foot. During fiscal years 2000, 1999 and 1998, the Company paid a total of $15.2 million, $14.8 million and $14.1 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 30, 2000, with respect to the initial and any renewal option terms of leased supermarkets:
Management believes that the long-term rent stability provided by these leases is a valuable asset of the Company.
Item 3.
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 financial position or the results of its operations.
Item 4.
Item 4. SUBMISSION OF MATTERS TO VOTE OF SECURITY HOLDERS
No matters were submitted to a vote of the security holders during the fourth quarter of the fiscal year covered by this report.
PART II
Item 5.
Item 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
Market Information
The Company has two classes of Common Stock: Class A and Class B. Class A Common Stock is traded on The Nasdaq Stock Market's National 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 holders' shares of Class B Common Stock into an equal number of shares of Class A Common Stock at any time. As of December 1, 2000, there were approximately 1,072 holders of record of the Company's Class A Common Stock (approximately 4,800 beneficial holders) and 224 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 period indicated as reported in the National Market System. The quotations reflect actual inter-dealer prices without retail mark-up, mark-down or commission and may not necessarily represent actual transactions.
On December 1, 2000, the closing sales price of the Company's Class A Common Stock on The Nasdaq Stock Market's National Market was $10-1/8 per share.
Dividends
The Company has paid cash dividends on its Common Stock in each of the past twenty-one fiscal years, except for the 1984 fiscal year when the Company paid a 3% stock dividend. During both fiscal 2000 and fiscal 1999 the Company paid quarterly dividends totaling $.66 per share of Class A Common Stock and $.60 per share of Class B Common Stock.
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. 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 dividends is also subject to restrictions contained in certain financing arrangements. (See Note 6 to the Consolidated Financial Statements of this report on Form 10-K).
Item 6.
Item 6. SELECTED FINANCIAL DATA
The selected financial data set forth below has been derived from the Company's consolidated financial statements. The information should be read in conjunction with the information under the heading "MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION" and in the Company's Consolidated Financial Statements and Notes thereto included elsewhere herein.
Selected Income Statement Data for the Year Ended September (in thousands except per share amounts)
Selected Balance Sheet Data at September (in thousands)
(1) Fiscal 2000 was a 53-week year (2) During fiscal 1998, the Company recorded a non-recurring charge relating to a litigation settlement of $14.6 million, or ($.41) per share.
Item 7.
Item 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
OVERVIEW
Ingles, a leading supermarket chain in the Southeast, operates 208 supermarkets in Georgia (84), North Carolina (63), South Carolina (32), Tennessee (25), Virginia (3) 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, including health and beauty care products and general merchandise, as well as quality private label items. Within the markets it serves, the Company has developed strong name recognition and a reputation for combining low overall prices with high levels of customer service and convenience.
Ingles also operates two other lines of business including fluid dairy processing and shopping center rentals. The fluid dairy processing segment sells approximately 38% of its products to the retail grocery segment and 62% of its products to other 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.
RESULTS OF OPERATIONS
Ingles operates on a 52 or 53-week fiscal year ending on the last Saturday in September. The consolidated statement of income for the fiscal year ended September 30, 2000 includes 53 weeks of operation. The consolidated statements of income for both the fiscal years ended September 25, 1999 and September 26, 1998 include 52 weeks of operations. Comparable store sales are defined as sales by grocery stores in operation for the entire duration of the previous fiscal year. Replacement stores and major and minor remodels are included in the comparable store sales calculation. 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. A minor remodel includes repainting, remodeling and updating the lighting and equipment throughout an existing store.
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.
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(1) EBITDA represents earnings before interest, income taxes, depreciation and amortization, non-recurring charges and extraordinary items. Management believes that EBITDA is a useful measure of operating performance. EBITDA does not represent cash flow from operations as defined by generally accepted accounting principles (GAAP), is not necessarily indicative of cash available to fund all cash flow needs and should not be considered as an alternative to net income under GAAP for evaluating Ingles' results of operations.
FISCAL YEAR ENDED SEPTEMBER 30, 2000 COMPARED TO THE FISCAL YEAR ENDED SEPTEMBER 25, 1999
Net Sales. Fiscal 2000 was the 36th consecutive year Ingles achieved an increase in net sales. Net sales increased 6.1% to $1.916 billion for the fiscal year ended September 30, 2000 from $1.805 billion for the fiscal year ended September 25, 1999. Fiscal year 2000 contained 53 weeks compared to 52 weeks in fiscal 1999. Net sales increased 4.1%, adjusted for the difference in weeks. Comparable store sales grew 3.2%.
During fiscal 2000, Ingles opened four new stores and eight replacement stores, closed two stores and completed three major remodel/expansions and eight minor remodels. Retail square footage increased by 6.2% to 8.9 million square feet. Successful marketing campaigns such as the "Millennium Money" game and sponsorship of various community events and sports teams contributed to sales growth. Investments made in maturing new stores, remodeled stores and stores that have been replaced also were contributors to sales growth.
Gross Profit. Gross profit for the fiscal year ended September 30, 2000, increased 9.0% to $490.9 million, or 25.6% of sales, compared to $450.4 million, or 25.0% of sales, for the fiscal year ended September 25, 1999. Effective purchasing and an expanded array of higher margin product offerings contributed to increased gross profit.
Operating and Administrative Expenses. Operating and administrative expenses increased 10.4% to $432.6 million for the year ended September 30, 2000, from $391.9 million for the year ended September 25, 1999. As a percentage of sales, operating and administrative expenses were 22.6% and 21.7% for the years ended September 30, 2000 and September 25, 1999, respectively. A variety of factors contributed to the increase. Higher payroll costs resulted primarily from rising wage rates in a highly competitive labor market. Warehouse expenses increased primarily due to higher labor costs and increased diesel fuel prices. Equipment rent expense increases resulted from the leasing of store equipment for new and replacement stores. Insurance expense increased primarily due to a larger volume of claims under the Company's self insured group medical program. Higher taxes and license fees were due primarily to property taxes and store level taxes and licenses. A breakdown of the major increases in operating and administrative expenses, expressed as a percentage of sales, is as follows:
Rental Income, Net. Rental income, net increased to $10.1 million for the 2000 year from $9.1 million for the 1999 year. The improvement consists of gross rental income increases of $0.4 million and operating cost decreases of $0.6 million.
Other Income, Net. Other income, net increased $4.7 million to $7.0 million for the year ended September 30, 2000 from $2.3 million for the year ended September 25, 1999. Other income for fiscal 2000 includes gains on the sale of assets of $2.7 million. The sale of assets includes a shopping center in which the land, building and equipment were sold in February 2000. The balance of the increase resulted primarily from the proceeds of vendor accounts payable audits.
Income Before Interest and Income Taxes. Income before interest and income taxes increased $5.5 million to $75.4 million, during the 2000 year compared to $69.9 million during the 1999 year. Income before interest and income taxes as a percentage of sales remained constant at 3.9% for both fiscal years.
Interest Expense. Interest expense increased $1.4 million for the year ended September 30, 2000 to $41.2 million from $39.8 million for the year ended September 25, 1999. The extra week in fiscal 2000 resulted in approximately $0.9 million of the increase. The balance of the increase resulted from interest on additional debt incurred to fund expansion and renovation, as well as higher interest rates.
Income Taxes. Income tax expense as a percentage of pre-tax income increased to 38.3% in the 2000 year compared to 37.8% in fiscal 1999, due primarily to the higher earnings achieved by the Company.
Net Income. Net income for the 2000 fiscal year was $ 21.1 million, or 1.1% of sales, compared to $18.7 million, or 1.0% of sales, for the 1999 fiscal year. Basic and diluted earnings per common share
were $.93 for the 2000 year compared to $.83 for the 1999 year. Net income increased 12.5% for the year ended September 30, 2000 over the prior fiscal year.
FISCAL YEAR ENDED SEPTEMBER 25, 1999 COMPARED TO THE FISCAL YEAR ENDED SEPTEMBER 26, 1998
Net Sales. Net sales for the fiscal year ended September 25, 1999 increased 9.6% to $1.805 billion compared with $1.647 billion for the fiscal year ended September 26, 1998. Comparable store sales grew 7.1%, the largest comparable sales growth in five years.
During fiscal 1999, Ingles opened three stores, replaced two stores and closed four older stores. In addition, Ingles completed a major remodel and expansion of one store and minor remodels of 16 stores. Retail square footage increased by 1.4% to 8.4 million square feet. A combination of successful marketing and highly visible community involvement, as well as improving store conditions and customer service fueled sales growth. Investments made in maturing new stores, remodeled stores and stores that have been replaced also were contributors to sales growth.
Gross Profit. Gross profit for the fiscal year ended September 25, 1999 increased 10.2% to $450.4 million, or 25.0% of sales, compared to $408.7 million, or 24.8% of sales, for the fiscal year ended September 26, 1998. A focus on product management, economies achieved through purchasing and increased sales in higher margin perishable departments all contributed to the margin growth.
Operating and Administrative Expenses. Operating and administrative expenses increased 9.8% to $391.9 million for the year ended September 25, 1999, from $357.1 million for the year ended September 26, 1998. For the same period, operating and administrative expenses, as a percentage of sales, remained constant at 21.7%. Due to increased sales and cost controls, Ingles achieved reductions in many operating and administrative expense categories, when viewed as a percentage of sales. However, rent expense increased due to several sale/leaseback transactions of newer store equipment. Because the Company no longer owned the equipment, this increase was partially offset by decreases in depreciation and interest expenses. Insurance expense increased due to a combination of a larger volume of claims under both the Company's self insured workers compensation and group medical coverages, as well as for premiums on expanded liability insurance coverage in fiscal 1999. A breakdown of the major increases (decreases) as a percentage of sales in operating and administrative expense categories is as follows:
Non-recurring Charge. The non-recurring charge of $14.6 million in fiscal 1998 resulted from a settlement that was reached with the plaintiffs in a lawsuit alleging gender discrimination, Weddington et. al. v. Ingles Markets, Incorporated, filed in the United States District Court in Rome, Georgia in March 1998. Four employees alleging gender discrimination on behalf of past, current and future female Ingles employees filed the lawsuit. Ingles continues to deny the material allegations contained in the complaint. As a result of the agreement, which includes a stipulation that the case should be treated as a class action for settlement purposes only, Ingles recorded a one-time pretax charge of $14.6 million (after tax $9.1 million or $.41 per share) in the fourth quarter of fiscal 1998. Payments to the named plaintiffs,
other class members and their attorneys are being made over a three-year period. In addition, Ingles has established or enhanced certain human resource programs.
Rental Income, Net. Rental income, net increased to $9.1 million for the 1999 year from $7.2 million for the 1998 year. The improvement consists of gross rental income increases of $2.8 million, net of operating cost increases of $0.9 million. The rise in gross rental income was due primarily to the full year contribution of rental income from seven shopping centers purchased during the first half of fiscal 1998.
Other Income, Net. Other income, net decreased $0.1 million to $2.3 million for the year ended September 25, 1999 from $2.4 million for the year ended September 26, 1998. Other income, net includes $0.2 million in gains on the sale of assets for the year ended September 25, 1999 and $1.2 million in gains on the sale of assets for the year ended September 26, 1998. Other income, net for fiscal 1999 also includes $0.9 million in amortization of deferred gains resulting from the above mentioned sale/leasebacks of store equipment.
Income Before Interest and Income Taxes. Income before interest and income taxes increased $23.4 million to $69.9 million, or 3.9% of sales, during the 1999 year compared to $46.6 million, or 2.8% of sales, during the 1998 year. The non-recurring charge in 1998 accounted for $14.6 million of the increase.
Interest Expense. Interest expense decreased $0.3 million for the year ended September 25, 1999 to $39.8 million from $40.1 million for the year ended September 26, 1998. The decrease resulted from the previously mentioned sale/leaseback of store equipment partially offset by interest on additional debt incurred to fund expansion and renovation.
Income Taxes. Income tax expense as a percentage of pre-tax income increased to 37.8% in the 1999 year compared to 35.6% in fiscal 1998, due primarily to the substantially higher earnings achieved by the Company.
Net Income. Net income for the 1999 fiscal year was $18.7 million, or 1.0% of sales, compared to $4.2 million, or 0.3% of sales, for the 1998 fiscal year. Basic and diluted earnings per common share were $.83 for the 1999 year compared to $0.19 for the 1998 year. Excluding the nonrecurring charge in fiscal 1998, net income increased 41.4% for the year ended September 25, 1999 over the prior fiscal year.
LIQUIDITY AND CAPITAL RESOURCES
Capital Expenditures
The Company believes that a key to its ability to continue to develop a loyal customer base is providing conveniently located, clean and modern stores which provide customers with good service and a broad 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, the relocation of selected existing stores to larger, more convenient locations and the completion of minor remodeling of its remaining existing stores.
Capital expenditures totaled $102.5 million for the fiscal year ended September 30, 2000, including the development and opening of four new stores, the replacement of eight older stores, major
remodel and expansion of three stores and minor remodels at eight stores. Capital expenditures also included the costs of upgrading and replacing store equipment, technology investments, the purchase of future store sites, and capital expenditures related to the Company's distribution operation and its milk processing plant.
Ingles' capital expenditure plans for fiscal 2001 include investments of approximately $100 million. The Company plans to open seven new stores, replace four existing stores and perform three major remodel/expansions and eight minor remodels. Expenditures will also include investments in stores expected to open in fiscal 2002 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.
Liquidity
The Company generated $42.3 million of cash from operations in fiscal 2000. The Company received $3.6 million in advance payments on purchases contracts. Inventory increased $12.4 million and accounts payable and accrued expenses decreased $13.3 million.
Cash used by investing activities totaled $95.6 million. The primary use of this cash was the $102.5 million of capital expenditures during the period, which were partially offset by $6.9 million of proceeds from the sale of assets.
The Company generally funds its capital expenditures with cash provided from operations and borrowings under lines of credit. The lines of credit are later refinanced with secured long-term debt. During 2000, the Company's financing activities provided $50.6 million in cash, the net result of long and short-term borrowings, sale/leaseback transactions and dividend payments. Proceeds from long-term debt totaled $138.4 million, while payments on long-term debt were $77.7 million. Proceeds from sale/leaseback transactions totaled $13.0 million, payments on short-term borrowings were $10.0 million and dividend payments were $14.1 million. As of September 30, 2000, the Company had unencumbered real property and equipment with a net book value of approximately $230 million.
At September 30, 2000, the Company had lines of credit with seven banks totaling $140.0 million; of this amount $87.2 million was unused. The $52.8 million outstanding under lines of credit at September 30, 2000 matures in fiscal 2002, however, the Company expects that it will be able to renew those commitments upon maturity. The Company monitors its cash position daily and makes draws or repayments on its lines of credit. The lines provide the Company with various interest rate options generally at rates less than prime. The Company is not required to maintain compensating balances in connection with these lines of credit. The Company was in compliance with all financial covenants related to these lines of credit at September 30, 2000.
The Company's principal sources of liquidity are expected to be cash flow from operations, borrowings under its lines of credit and long-term financing. The Company believes, based on its current results of operations and financial condition, that its financial resources, including existing bank lines of credit, 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 source of financing will be available to the Company on acceptable terms, or at all.
In addition, 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, many
of which are outside the Company's control. Factors that may affect results include changes in business and economic conditions generally in Ingles' operating area, increased competition, changing regional and national economic conditions, adverse climatic conditions affecting food production and delivery and changing demographics. It is also possible, for such reasons, that the results of operations from the new, expanded, remodeled and/or replacement stores will not meet or exceed the results of operations from existing stores that are described in this report.
Quarterly Cash Dividends
Since December 27, 1993, the Company has paid regular quarterly cash dividends of $.165 (sixteen and one-half cents) per share on its Class A Common Stock and $.15 (fifteen cents) per share on its Class B Common Stock for an annual rate of $.66 and $.60 per share, respectively.
The Company expects to continue paying regular cash dividends on a quarterly basis. However, the Board of Directors periodically reconsiders the declaration of dividends. The Company pays these dividends at the discretion of the Board of Directors and the continuation of these payments, the amount of such dividends, and the form in which the dividends are paid (cash or stock) depends upon the results of operations, the financial condition of the Company and other factors which the Board of Directors deems relevant. In addition, certain loan agreements containing provisions outlining minimum tangible net worth requirements, restrict the ability of the Company to pay additional dividends to approximately $30.5 million, based on tangible net worth at September 30, 2000.
Self-Insurance
The Company is self-insured for workers compensation and group medical and dental benefits. Risks and uncertainties are associated with self-insurance; however, the Company has limited its exposure by maintaining excess liability coverages. Self-insurance reserves 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. The majority of the Company's properties are self-insured for casualty losses and business interruption, however liability coverage is maintained. The Company believes that its mix between insurance and self-insurance is prudent, is in accordance with general industry practice and is in the best interest of the Company.
Impact of Inflation
Inflation in food prices during fiscal 2000, 1999 and 1998 continued to be lower than the overall increase in the Consumer Price Index. One of the Company's significant costs is labor, which increases with inflation.
New Accounting Pronouncement
In June 1998, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards No. 133, "Accounting for Derivative Instruments and Hedging Activities" (SFAS 133). SFAS 133 establishes accounting and reporting standards for derivative instruments, including certain derivative instruments embedded in other contracts, and hedging activities. The Company intends to adopt SFAS 133 in the first quarter of fiscal 2001. The Company has determined that SFAS 133 will not have a material impact on the financial statements.
Forward Looking Statements
This Annual Report contains certain forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, relating to, among other things, capital expenditures, cost reduction, operating improvements and expected results. The words "expect", "anticipate", "intend", "plan", "believe", "seek" and similar expressions are intended to identify forward-looking statements. Such statements are subject to inherent risks and uncertainties including, among others: business and economic conditions generally in the Company's operating area; pricing pressures and other competitive factors; results of the Company's programs to reduce costs and achieve improvements in operating results; and the availability and terms of financing. Consequently, actual events affecting the Company and the impact of such events on the Company's operations may vary significantly from those described in this report or contemplated or implied by statements in this report.
Item 7(a). QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISKS
The Company is exposed to changes in financial market conditions in the normal course of its business as a result of its use of bank debt to finance its retail grocery and real estate lines of business.
The Company is exposed to changes in interest rates primarily as a result of its borrowing activities, which includes borrowings under lines of credit. These lines, along with cash flow from operations, are used to maintain liquidity and fund business operations. The Company typically replaces borrowings under its lines of credit, as necessary, with long-term fixed rate financing secured by equipment and real estate. The nature and amount of the Company's debt 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 does not customarily use derivative instruments to adjust the Company's interest rate risk profile.
The table below presents principal amounts and related weighted average rates by year of maturity for the Company's debt obligations at September 30, 2000 and September 25, 1999 (in thousands):
The Company does not utilize financial instruments for trading or other speculative purposes, nor
does it utilize leveraged financial instruments. On the basis of the fair value of the Company's market sensitive instruments at September 30, 2000, 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.
Item 8.
Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The following consolidated financial statements of the Company are included on pages 25 through 48 of this report on Form 10-K:
Report of Ernst & Young LLP, Independent Auditors;
Consolidated Balance Sheets as of September 30, 2000 and September 25, 1999;
Consolidated Statements of Income for the years ended September 30, 2000, September 25, 1999, and September 26,1998;
Consolidated Statements of Changes in Stockholders' Equity for the years ended September 30, 2000, September 25, 1999, and September 26,1998;
Consolidated Statements of Cash Flows for the years ended September 30, 2000, September 25, 1999, and September 26,1998;
Notes to Consolidated Financial Statements;
Selected quarterly financial data required by this Item is included in Note 12 of the Consolidated Financial Statements.
Item 9.
Item 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
None.
PART III
Item 10.
Item 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
The information required by this Item is incorporated herein by reference from the data under the heading "ELECTION OF DIRECTORS" in the Proxy Statement to be used in connection with the solicitation of proxies for the Company's annual meeting of stockholders to be held February 13, 2001, to be filed with the Commission.
Item 11.
Item 11. EXECUTIVE COMPENSATION
The information required by this Item is incorporated herein by reference from the data under the heading "EXECUTIVE COMPENSATION" in the Proxy Statement to be used in connection with the solicitation of proxies for the Company's annual meeting of stockholders to be held February 13, 2001, to be filed with the Commission.
Item 12.
Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The information required by this Item is incorporated herein by reference from the data under the heading "SECURITY OWNERSHIP OF MANAGEMENT AND CERTAIN BENEFICIAL OWNERS" in the Proxy Statement to be used in connection with the solicitation of proxies for the Company's annual meeting of stockholders to be held February 13, 2001, to be filed with the Commission.
Item 13.
Item 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The information required by this Item is incorporated herein by reference from the data under the headings "ELECTION OF DIRECTORS - Additional Information with Respect to Compensation Committee Interlocks and Insider Participation in Compensation Decisions" and "CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS" in the Proxy Statement to be used in connection with the solicitation of proxies for the Company's annual meeting of stockholders to be held February 13, 2001, to be filed with the Commission.
PART IV
Item 14.
Item 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
(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 10-K:
Consolidated Balance Sheets as of September 30, 2000 and September 25, 1999;
Consolidated Statements of Income for the years ended September 30, 2000, September 25, 1999, and September 26,1998;
Consolidated Statements of Changes in Stockholders' Equity for the years ended September 30, 2000, September 25, 1999, and 26,1998;
Consolidated Statements of Cash Flows for the years ended September 30, 2000, September 25, 1999, and September 26, 1998;
Notes to Consolidated Financial Statements.
2. The following financial statement schedule of the Registrant required by Item 8 and Item 14(d) of Form 10-K is included as page 49 of this report:
Schedule II - Supplemental schedule of valuation and qualifying accounts.
All other schedules for which provision is made in the applicable accounting regulations of the Securities and Exchange Commission are not required under the related instructions or are inapplicable and, therefore, have been omitted.
3. The following exhibits required by Item 601 of Regulation S-K and Item 14(c) of Form 10-K are filed herewith or incorporated by reference as indicated.
EXHIBIT NUMBER AND DESCRIPTION
3.1 Articles of Incorporation of Ingles Markets, Incorporated, as amended. (Included as Exhibit 3.1 to Registrant's S-1 Registration Statement, File No. 33-23919, previously filed with the Commission and incorporated herein by this reference.)
3.2 By-laws of Ingles Markets, Incorporated. (Included as Exhibit 3.2 to Registrant's Annual Report on Form 10-K for the fiscal year ended September 24, 1988, File No. 0-14706, previously filed with the Commission and incorporated herein by this reference.)
4.1 See Exhibits 3.1 and 3.2 for provisions of Articles of Incorporation, as amended and By-laws of Registrant defining rights of holders of capital stock of Registrant.
4.2 Loan Agreement between the Registrant and Metropolitan Life Insurance Company dated March 21, 1990. (Included as Exhibit 19 to Registrant's Quarterly Report on Form 10-Q for the quarter ended March 31, 1990, File 0-14706, previously filed with the Commission and incorporated herein by this reference.)
10.1 Amended and Restated Ingles Markets, Incorporated 1987 Employee Incentive Stock Option Plan. (Included as Exhibit 10.1 to Registrant's Annual Report on Form 10-K for the fiscal year ended September 30, 1995, 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 REPORT ON FORM 10-K PURSUANT TO ITEM 14(C) OF FORM 10-K.)
10.2 Ingles Markets, Incorporated Investment/Profit Sharing Plan and Trust as amended through June 30, 1995, along with first, second and third amendments thereto. (Included as Exhibit 4.3 to Registrant's Registration Statement on Form S-8 filed on March 16, 1999, File No. 333-74459, 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 REPORT ON FORM 10-K PURSUANT TO ITEM 14(C) OF FORM 10-K.)
10.3 Fourth Amendment to the Ingles Markets, Incorporated Investment/Profit Sharing Plan effective September 14, 1999.
(MANAGEMENT CONTRACT OR COMPENSATORY PLAN OR ARRANGEMENT REQUIRED TO BE FILED AS AN EXHIBIT TO THIS REPORT ON FORM 10-K PURSUANT TO ITEM 14(C) OF FORM 10-K.)
10.4 Fifth Amendment to the Ingles Markets, Incorporated Investment/Profit Sharing Plan effective March 6, 2000.
(MANAGEMENT CONTRACT OR COMPENSATORY PLAN OR ARRANGEMENT REQUIRED TO BE FILED AS AN EXHIBIT TO THIS REPORT ON FORM 10-K PURSUANT TO ITEM 14(C) OF FORM 10-K.)
10.5 Sixth Amendment to the Ingles Markets, Incorporated Investment/Profit Sharing Plan effective August 29, 2000.
(MANAGEMENT CONTRACT OR COMPENSATORY PLAN OR ARRANGEMENT REQUIRED TO BE FILED AS AN EXHIBIT TO THIS REPORT ON FORM 10-K PURSUANT TO ITEM 14(C) OF FORM 10-K.)
10.6 Amended and Restated Ingles Markets, Incorporated 1991 Nonqualified Stock Option Plan. (Included as Exhibit 10.4 to Registrant's Annual Report on Form 10-K for the fiscal year ended September 30, 1995, 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 REPORT ON FORM 10-K PURSUANT TO ITEM 14(C) OF FORM 10-K.)
10.7 1997 Nonqualified Stock Option Plan. (Included as Appendix A to Registrant's Proxy Statement for the Annual Meeting of Stockholders held on February 17, 1998, 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 REPORT ON FORM 10-K PURSUANT TO ITEM 14(C) OF FORM 10-K.)
21 Subsidiaries of the Registrant.
23 Consent of Ernst & Young LLP, Independent Auditors.
27 Financial Data Schedule (for SEC use only).
- ---------------------------------
(b) The Registrant did not file any current reports on Form 8-K during the fourth quarter of its fiscal year ending September 30, 2000.
(c) Exhibits - The response to this portion of Item 14 is submitted in the response to Item 14(a)(3) of this report.
(d) Financial Statement Schedules - The response to this portion of Item 14 is submitted in the response to Item 14(a)(2) of this report.
REPORT OF ERNST & YOUNG LLP, INDEPENDENT AUDITOR
Stockholders and Board of Directors Ingles Markets, Incorporated
We have audited the accompanying consolidated balance sheets of Ingles Markets, Incorporated and subsidiaries as of September 30, 2000 and September 25, 1999, and the related consolidated statements of income, changes in stockholders' equity, and cash flows for each of the three years in the period ended September 30, 2000. Our audits also include the financial statement schedule listed in the Index at Item 14(a). These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with auditing standards generally accepted in the 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 consolidated financial statements referred to above present fairly, in all material respects, the consolidated financial position of Ingles Markets, Incorporated and subsidiaries at September 30, 2000 and September 25, 1999, and the consolidated results of their operations and their cash flows for each of the three years in the period ended September 30, 2000 in conformity with accounting principles generally accepted in the United States. Also, in our opinion, 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
Greenville, South Carolina November 13, 2000
INGLES MARKETS, INCORPORATED AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS SEPTEMBER 30, 2000 AND SEPTEMBER 25, 1999
See notes to consolidated financial statements.
INGLES MARKETS, INCORPORATED AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS SEPTEMBER 30, 2000 AND SEPTEMBER 25, 1999
INGLES MARKETS, INCORPORATED AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME FISCAL YEARS ENDED SEPTEMBER 30, 2000, SEPTEMBER 25, 1999 AND SEPTEMBER 26, 1998
See notes to consolidated financial statements.
INGLES MARKETS, INCORPORATED AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY FISCAL YEARS ENDED SEPTEMBER 30, 2000, SEPTEMBER 25, 1999 AND SEPTEMBER 26, 1998
See notes to consolidated financial statements
INGLES MARKETS, INCORPORATED AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS FISCAL YEARS ENDED SEPTEMBER 30, 2000, SEPTEMBER 25, 1999 AND SEPTEMBER 26, 1998
See notes to consolidated financial statements.
INGLES MARKETS, INCORPORATED AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Fiscal years ended September 30, 2000, September 25, 1999 and September 26, 1998
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
PRINCIPLES OF CONSOLIDATION - The consolidated financial statements include the accounts of Ingles Markets, Incorporated and its wholly-owned subsidiaries, Sky King, Inc., Ingles Markets Investments, Inc. and Milkco, Inc. (collectively, the "Company"). All significant intercompany balances and transactions have been eliminated in consolidation.
FISCAL YEAR - The Company's fiscal year ends on the last Saturday in September. Fiscal year 2000 consisted of 53 weeks and fiscal years 1999 and 1998 each consisted of 52 weeks.
CASH EQUIVALENTS - All highly liquid investments with a maturity of three months or less when purchased are considered cash.
FINANCIAL INSTRUMENTS - The Company has overnight investments and short-term certificates of deposit included in cash. The Company's policy is to invest its excess cash either in reverse repurchase agreements or in commercial paper. Commercial paper is not secured; reverse repurchase agreements are secured by government obligations. At September 30, 2000, there were no investments in commercial paper or reverse repurchase agreements. Demand deposits of approximately $6.4 million in 16 banks exceed the $100,000 insurance limit per bank.
INVENTORIES - Warehouse inventories are valued at the lower of average cost or market. Store inventories are valued at FIFO using the retail method.
PROPERTY, EQUIPMENT AND DEPRECIATION - Property and equipment are stated at cost and depreciated over the estimated useful lives (principally 5 to 30 years) of the various classes of assets by the straight-line method.
SELF-INSURANCE - The Company is self-insured for workers compensation and group medical and dental benefits. Self-insurance reserves 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. The Company is required in certain cases to obtain letters of credit to support its self-insured status. At fiscal year end 2000, the Company's self-insured liabilities were supported by $5.8 million of undrawn letters of credit. 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.
INCOME TAXES - The Company accounts for income taxes under FASB Statement No. 109, "Accounting for Income Taxes". Under this method, 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.
PRE-OPENING COSTS - Costs associated with the opening of new stores are expensed when incurred.
INGLES MARKETS, INCORPORATED AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Fiscal years ended September 30, 2000, September 25, 1999 and September 26, 1998
RECLASSIFICATIONS - Certain amounts for 1999 and 1998 have been reclassified for comparative purposes.
PER-SHARE AMOUNTS - Basic earnings per common share is computed by dividing consolidated net income by the weighted average number of shares of common stock outstanding during the period. Diluted earnings per common share gives effect to dilutive stock options.
ADVERTISING - The Company expenses the costs of advertising as incurred. Advertising and promotion expenses totaled $23.9 million, $22.3 million and $20.2 million for fiscal years 2000, 1999 and 1998, respectively.
USE OF ESTIMATES - The preparation of financial statements in conformity with 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.
NEW ACCOUNTING PRONOUNCEMENTS - In June 1998, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards No. 133, "Accounting for Derivative Instruments and Hedging Activities" (SFAS 133). SFAS 133 establishes accounting and reporting standards for derivative instruments, including certain derivative instruments embedded in other contracts, and hedging activities. The Company intends to adopt SFAS 133 in the first quarter of fiscal 2001. The Company has determined that SFAS 133 will not have a material impact on financial statements.
2. INCOME TAXES
DEFERRED INCOME TAX LIABILITIES AND ASSETS - Significant components of the Company's deferred tax liabilities and assets are as follows:
INGLES MARKETS, INCORPORATED AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Fiscal years ended September 30, 2000, September 25, 1999 and September 26, 1998
INCOME TAX EXPENSE - Income tax expense is different from the amounts computed by applying the statutory federal rates to income before income taxes. The reasons for the differences are as follows:
INGLES MARKETS, INCORPORATED AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Fiscal years ended September 30, 2000, September 25, 1999 and September 26, 1998
Current and deferred income tax expense is as follows:
Current deferred income tax benefits of $6.3 million and $3.5 million at September 30, 2000 and September 25, 1999, respectively, included in other current assets, result from timing differences arising from vacation pay, bad debts and self-insurance reserves, litigation settlement reserves and from capitalization of certain overhead costs in inventory for tax purposes.
3. PROPERTY HELD FOR LEASE AND RENTAL INCOME
At September 30, 2000, the Company owned and operated 77 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 20 years. Substantially all leases covering retail properties provide for one or more renewal periods and for percentage rent based on gross sales of the lessee.
INGLES MARKETS, INCORPORATED AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Fiscal years ended September 30, 2000, September 25, 1999 and September 26, 1998
Rental income, net included in the accompanying consolidated statements of income consists of the following:
Owned properties leased to others under operating leases by major classes are summarized as follows:
The above amounts are included in the respective captions on the balance sheet under the heading Property and Equipment.
The following is a schedule of minimum future rental income on non-cancelable operating leases as of September 30, 2000:
INGLES MARKETS, INCORPORATED AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Fiscal years ended September 30, 2000, September 25, 1999 and September 26, 1998
4. LEASES AND RENTAL EXPENSE
The Company conducts part of its retail operations from leased facilities. The initial terms of the leases expire at various times over the next 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 with initial terms of three to five years.
OPERATING LEASES - Rent expense for all operating leases of $31.4 million, $27.6 million and $14.7 million for fiscal years 2000, 1999 and 1998, respectively is included in operating and administrative expenses.
The aggregate minimum rental commitments under non-cancelable operating leases as of September 30, 2000 are as follows:
5. ACCOUNTS PAYABLE, ACCRUED EXPENSES AND CURRENT PORTION OF OTHER LONG-TERM LIABILITIES
Accounts payable, accrued expenses and current portion of other long-term liabilities consist of the following:
Self-insurance reserves are established for workers' compensation and employee group medical and dental benefits based on claims filed and claims incurred but not reported. The Company is insured for
INGLES MARKETS, INCORPORATED AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Fiscal years ended September 30, 2000, September 25, 1999 and September 26, 1998
covered costs in excess of $350,000 per occurrence for workers' compensation and $150,000 per covered person for medical care benefits for a policy year.
Employee insurance expense, including workers' compensation and medical care benefits, net of employee contributions, totaled $16.5 million, $15.2 million and $9.6 million for the years ended September 30, 2000, September 25, 1999 and September 26, 1998, respectively. Of the $5.6 million increase from year-end 1998 to year-end 1999, $2.5 million is due to increased reserves and claims related to insourcing the warehouse and distribution functions beginning September 27, 1998.
6. LONG-TERM DEBT AND SHORT-TERM LOANS
Long-term debt and short-term loans are summarized as follows:
During September 1997, the Company entered into a secured term loan agreement for $12 million. The loan and related agreements contain interest rate swap provisions which convert the variable rate to a fixed rate of 8.15%. The interest differential received or paid is recognized as an adjustment to interest expense. The Company is not exposed to credit risk in the event of default by others under the agreement.
At September 30, 2000, property and equipment with an undepreciated cost of approximately $425 million was pledged as collateral for long-term debt. Loan agreements relating to certain debt contain various provisions which, among other things, set minimum stockholders' equity balances. The most restrictive of these provisions at September 30, 2000, has the effect of restricting funds available for dividends to approximately $30.5 million, based on tangible net worth at September 30, 2000.
INGLES MARKETS, INCORPORATED AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Fiscal years ended September 30, 2000, September 25, 1999 and September 26, 1998
At September 30, 2000, the Company had unused lines of credit of $87.2 million. The lines provide the Company with various interest rate options, generally at rates less than prime.
Components of interest costs are as follows:
Maturities of long-term debt at September 30, 2000 are as follows:
7. OTHER LONG-TERM LIABILITIES
Other long-term liabilities are summarized as follows:
ADVANCE PAYMENTS ON PURCHASES CONTRACTS - The Company has entered into agreements with suppliers whereby payment is received in advance for commitments to purchase product from these suppliers in the future. The unearned portion, included in other long-term liabilities, will be recognized in accordance with the terms of the contract.
LITIGATION SETTLEMENT - The Company reached a settlement in a lawsuit alleging gender discrimination in 1998, resulting in recognition of the liability listed above. Additional information is provided in Note 13.
INGLES MARKETS, INCORPORATED AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Fiscal years ended September 30, 2000, September 25, 1999 and September 26, 1998
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 Stock Market's National 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 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 as and 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.
INGLES MARKETS, INCORPORATED AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Fiscal years ended September 30, 2000, September 25, 1999 and September 26, 1998
9. EARNINGS PER COMMON SHARE
The following table sets forth the computation of basic and diluted earnings per share for fiscal years 2000, 1999 and 1998:
Options to purchase 1,414,000, 978,000 and 1,014,000 shares of common stock at prices ranging from $11.625 to $14.00 per share were outstanding during fiscal 2000, 1999 and 1998, respectively, but were not included in the computation of diluted earnings per share because the options' exercise price was greater than the average market price of the common shares and, therefore, the effect would be antidilutive.
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 $714,000, $645,000 and $815,000 for fiscal years 2000, 1999 and 1998, respectively.
CASH BONUS PLAN - The Company pays monthly bonuses to various managerial personnel based on performance of the operating units controlled by these personnel. Except for certain employees who
INGLES MARKETS, INCORPORATED AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Fiscal years ended September 30, 2000, September 25, 1999 and September 26, 1998
receive monthly bonuses, annual bonuses based on pre-tax, pre-bonus income are paid to all employees who worked the entire fiscal year. The Company has a discretionary bonus plan for certain executive officers providing for bonuses upon attainment of certain operating goals. Operating and administrative expenses include bonuses of approximately $5.8 million, $5.4 million and $4.8 million for fiscal years 2000, 1999 and 1998, respectively.
1987 EMPLOYEE INCENTIVE STOCK OPTION PLAN - The Company has an incentive stock option plan under which an aggregate of 250,000 shares of the Company's Class A Common Stock were issuable to qualified employees until September 8, 1997. The options may be exercised within a period of three months after five years from the date of issue or upon death, disability or retirement. As of September 30, 2000, no options were exercisable under this plan. Information with respect to options granted, exercised, canceled and outstanding follows:
The weighted average remaining contractual life of the options outstanding at September 30, 2000 is 1.1 years.
1991 NONQUALIFIED STOCK OPTION PLAN - The Company had a nonqualified stock option plan under which an aggregate of 1,000,000 shares of the Company's Class A Common Stock were issuable to qualified employees until August 6, 1996. As of September 30, 2000, no options were outstanding under this plan. Information with respect to options granted, exercised, canceled and outstanding follows:
INGLES MARKETS, INCORPORATED AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Fiscal years ended September 30, 2000, September 25, 1999 and September 26, 1998
1997 NONQUALIFIED STOCK OPTION PLAN - The Company has a nonqualified stock option plan under which an aggregate of 5,000,000 shares of the Company's Class A Common Stock may be issued to officers and other key employees until January 1, 2007.
Options currently outstanding under the plan may be exercised within a one-year period following the grant exercise date or after death, disability or retirement. The grant exercise date may vary from one year to five years from the date the option shares were granted. All options automatically terminate with termination of the optionee's employment for any other reason. As of September 30, 2000, there were 200,000 option shares exercisable under this plan.
INGLES MARKETS, INCORPORATED AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Fiscal years ended September 30, 2000, September 25, 1999 and September 26, 1998
Information with respect to options granted, canceled and outstanding follows:
The weighted average remaining contractual life of the options outstanding at September 30, 2000 is 2.9 years.
ACCOUNTING FOR STOCK-BASED COMPENSATION - In 1997, the Company adopted the provisions of Statement of Financial Accounting Standards No. 123, "Accounting for Stock-Based Compensation" (FAS 123). FAS 123 establishes financial accounting and reporting standards for stock-based compensation plans. As permitted by FAS 123, the Company elected to account for stock-based compensation awards in accordance with Accounting Principles Board Opinion No. 25. In accordance with FAS 123, the fair value of each option grant was determined by using the Black-Scholes option-pricing model with the following weighted average assumptions used for 2000, 1999 and 1998, respectively; risk-free interest rates of 6.1, 6.0, and 4.2 percent; dividend yield of 4.8, 5.9 and 5.2 percent; expected volatility of 28.8, 30.9 and 29.3 percent; and expected lives of 3, 4 and 5 years.
Had compensation cost for the Company's plans been determined based on the fair value at the grant date for such awards in 2000, 1999 and 1998 consistent with the provisions of FAS 123, the Company's earnings and earnings per share--basic and diluted--would have been reduced to the pro forma amounts indicated below:
INGLES MARKETS, INCORPORATED AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Fiscal years ended September 30, 2000, September 25, 1999 and September 26, 1998
The pro forma impact of these options is not likely to be representative of the effects on reported net income for future years.
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.
11. LINES OF BUSINESS
The Company operates three lines of business: retail grocery sales, shopping center rentals, and a fluid dairy processing plant. All of the Company's operations are domestic. Information about the Company's operations by lines of business (in thousands) is as follows:
INGLES MARKETS, INCORPORATED AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Fiscal years ended September 30, 2000, September 25, 1999 and September 26, 1998
Revenue from shopping center rentals is reported on the rental income, net line of the income statements. The other revenues comprise the net sales reported.
The fluid dairy segment has $44.8, $43.4 and $38.8 million in sales to the grocery sales segment in fiscal 2000, 1999 and 1998, respectively. These sales have been eliminated in consolidation.
Income from operations in the grocery sales segment for fiscal 1998 reflects a non-recurring charge relating to a litigation settlement of $14.6 million.
INGLES MARKETS, INCORPORATED AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Fiscal years ended September 30, 2000, September 25, 1999 and September 26, 1998
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 with the exception of the 4th quarter of fiscal 2000 which contains 14 weeks.
13. LITIGATION
The Company settled a lawsuit alleging gender discrimination, Weddington et. al. v. Ingles Markets, Incorporated, filed in the United States District Court in Rome, Georgia in March 1998 by four employees alleging gender discrimination on behalf of past, present and future female Ingles employees. Ingles continues to deny the material allegations contained in the complaint. The agreement includes a stipulation that the case should be treated as a class action for settlement purposes only. Ingles recorded a one-time pretax charge of $14.6 million (after tax $9.1 million or $.41 per share) in the fourth quarter of fiscal 1998. Payments to the named plaintiffs, other class members and their attorneys are being made over a three-year period. In addition, Ingles has established or enhanced certain human resource programs.
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 financial position or the results of its operations.
INGLES MARKETS, INCORPORATED AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Fiscal years ended September 30, 2000, September 25, 1999 and September 26, 1998
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 balance sheets for cash and cash equivalents approximate their fair values.
Receivables: The carrying amounts reported in the balance sheets for receivables approximate their fair values.
Long and short-term debt: The carrying amounts of the Company's short-term borrowings approximate their fair values. The fair values of the Company's long-term debt are based on quoted market prices, where available, or discounted cash flow analyses, based on the Company's current incremental borrowing rates for similar types of borrowing arrangements.
The carrying amounts and fair values of the Company's financial instruments at September 30, 2000 and September 25, 1999 are as follows (amounts in thousands):
15. CASH FLOW INFORMATION
Supplemental disclosure of cash flow information is as follows:
INGLES MARKETS, INCORPORATED AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Fiscal years ended September 30, 2000, September 25, 1999 and September 26, 1998
16. MAJOR SUPPLIER
A large portion of inventory is purchased from a wholesale grocery distributor. Purchases from the distributor were approximately $188 million in 2000, $184 million in 1999 and $181 million in 1998. This distributor owns approximately 3% of the Company's Class A Common Stock and approximately 1% of the Company's Class B Common Stock at September 30, 2000. Amounts owed to this distributor, included in accounts payable-trade and accrued expenses, were $3.9 million and $4.3 million at September 30, 2000 and September 25, 1999, respectively.
In addition, the Company sells dairy and juice products to this wholesale grocery distributor. Sales to this distributor were $29.6 million in fiscal 2000, $28.4 million in fiscal 1999 and $26.1 million in fiscal 1998. Amounts due from this distributor, included in receivables, were $1.7 million and $2.1 at September 30, 2000 and September 25, 1999, respectively.
INGLES MARKETS, INCORPORATED AND SUBSIDIARIES SEC SCHEDULE II
SUPPLEMENTAL SCHEDULE OF VALUATION AND QUALIFYING ACCOUNTS
(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 --------------------------------- Robert P. Ingle Chairman of the Board and Chief Executive Officer
Date: December 20, 2000
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:
EXHIBIT INDEX
3.1 Articles of Incorporation of Ingles Markets, Incorporated, as amended. (Included as Exhibit 3.1 to Registrant's S-1 Registration Statement, File No. 33-23919, previously filed with the Commission and incorporated herein by this reference.)
3.2 By-laws of Ingles Markets, Incorporated. (Included as Exhibit 3.2 to Registrant's Annual Report on Form 10-K for the fiscal year ended September 24, 1988, File No. 0-14706, previously filed with the Commission and incorporated herein by this reference.)
4.1 See Exhibits 3.1 and 3.2 for provisions of Articles of Incorporation, as amended and By-laws of Registrant defining rights of holders of capital stock of Registrant.
4.2 Loan Agreement between the Registrant and Metropolitan Life Insurance Company dated March 21, 1990. (Included as Exhibit 19 to Registrant's Quarterly Report on Form 10-Q for the quarter ended March 31, 1990, File 0-14706, previously filed with the Commission and incorporated herein by this reference.)
10.1 Amended and Restated Ingles Markets, Incorporated 1987 Employee Incentive Stock Option Plan. (Included as Exhibit 10.1 to Registrant's Annual Report on Form 10-K for the fiscal year ended September 30, 1995, 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 REPORT ON FORM 10-K PURSUANT TO ITEM 14(C) OF FORM 10-K.)
10.2 Ingles Markets, Incorporated Investment/Profit Sharing Plan and Trust as amended through June 30, 1995, along with first, second and third amendments thereto. (Included as Exhibit 4.3 to Registrant's Registration Statement on Form S-8 filed on March 16, 1999, File No. 333-74459, 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 REPORT ON FORM 10-K PURSUANT TO ITEM 14(C) OF FORM 10-K.)
10.3 Fourth Amendment to the Ingles Markets, Incorporated Investment/Profit Sharing Plan effective September 14, 1999.
(MANAGEMENT CONTRACT OR COMPENSATORY PLAN OR ARRANGEMENT REQUIRED TO BE FILED AS AN EXHIBIT TO THIS REPORT ON FORM 10-K PURSUANT TO ITEM 14(C) OF FORM 10-K.)
10.4 Fifth Amendment to the Ingles Markets, Incorporated Investment/Profit Sharing Plan effective March 6, 2000.
(MANAGEMENT CONTRACT OR COMPENSATORY PLAN OR ARRANGEMENT REQUIRED TO BE FILED AS AN EXHIBIT TO THIS REPORT ON FORM 10-K PURSUANT TO ITEM 14(C) OF FORM 10-K.)
10.5 Sixth Amendment to the Ingles Markets, Incorporated Investment/Profit Sharing Plan effective August 29, 2000.
(MANAGEMENT CONTRACT OR COMPENSATORY PLAN OR ARRANGEMENT REQUIRED TO BE FILED AS AN EXHIBIT TO THIS REPORT ON FORM 10-K PURSUANT TO ITEM 14(C) OF FORM 10-K.)
10.6 Amended and Restated Ingles Markets, Incorporated 1991 Nonqualified Stock Option Plan. (Included as Exhibit 10.4 to Registrant's Annual Report on Form 10-K for the fiscal year ended September 30, 1995, 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 REPORT ON FORM 10-K PURSUANT TO ITEM 14(C) OF FORM 10-K.)
10.7 1997 Nonqualified Stock Option Plan. (Included as Appendix A to Registrant's Proxy Statement for the Annual Meeting of Stockholders held on February 17, 1998, 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 REPORT ON FORM 10-K PURSUANT TO ITEM 14(C) OF FORM 10-K.)
21 Subsidiaries of the Registrant.
23 Consent of Ernst & Young LLP, Independent Auditors.
27 Financial Data Schedule (for SEC use only).