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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON D.C. 20549
FORM 10-K
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the fiscal year ended September 30, 2000
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from to
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Commission File Number 0-14706
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INGLES MARKETS, INCORPORATED
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(Exact name of registrant as specified in its charter)
North Carolina 56-0846267
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(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
P.O. Box 6676, Asheville, NC 28816
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number,
including area code: (828) 669-2941
------------------------------------
Securities registered pursuant to Section 12(b) of the Act:
Name of each exchange on
Title of each class which registered
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None None
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Securities registered pursuant to Section 12(g) of the Act:
Class A Common Stock, $0.05 par value
Class B Common Stock, $0.05 par value
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(Title of Class)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. YES [X] NO [ ].
Exhibit Index is Located on pages 51 - 52
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Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be contained,
to the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. ( )
As of December 1, 2000, the aggregate market value of voting stock held
by non-affiliates of the registrant, based on the closing sales price of the
Class A Common Stock on the Nasdaq Stock Market's National Market on December 1,
2000, was approximately $100.5 million.
As of December 1, 2000, the registrant has 9,935,076 shares of Class A
Common Stock outstanding and 12,642,663 shares of Class B Common Stock
outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the Proxy Statement to be used in connection with the
solicitation of proxies to be voted at the registrant's annual meeting of
stockholders to be held on February 13, 2001, to be filed with the Commission,
are incorporated by reference into Part III of this Report on Form 10-K.
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PART I
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
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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):
Fiscal Year Ended September
-----------------------------------------------------------------------------
2000 1999 1998
----------------------- ----------------------- -----------------------
Revenues from unaffiliated customers:
Grocery sales $ 1,842.1 95.3% $ 1,733.3 95.2% $ 1,586.3 95.6%
Shopping center rentals 15.9 .8% 15.5 .8% 12.8 .8%
Fluid dairy 74.1 3.9% 72.1 4.0% 60.8 3.6%
--------- ------- --------- ------- --------- -------
$ 1,932.1 100.0% $ 1,820.9 100.0% $ 1,659.9 100.0%
========= ======= ========= ======= ========= =======
Income from operations:
Grocery sales(1) $ 51.1 74.7% $ 51.0 75.4% $ 31.0 70.1%
Shopping center rentals 10.1 14.8% 9.1 13.5% 7.2 16.3%
Fluid dairy 7.2 10.5% 7.5 11.1% 6.0 13.6%
--------- ------- --------- ------- --------- -------
68.4 100.0% 67.6 100.0% 44.2 100.0%
======= ======= =======
Other income, net 7.0 2.3 2.4
Interest expense 41.2 39.8 40.1
--------- --------- ---------
Income before income
taxes $ 34.2 $ 30.1 $ 6.5
========= ========= =========
(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.
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The following table sets forth certain information with respect to the Company's
supermarket operations.
Number of Supermarkets Percentage of Total
at Fiscal Net Sales for Fiscal
Year Ended September Year Ended September
-------------------------- ----------------------------
2000 1999 1998 2000 1999 1998
---- ---- ---- ---- ---- ----
North Carolina 63 63 63 33% 34% 35%
South Carolina 32 32 32 13% 14% 14%
Georgia 84 83 84 42% 40% 38%
Tennessee 25 24 24 10% 10% 11%
Virginia 3 3 3 1% 1% 1%
Alabama 1 1 1 1% 1% 1%
--- ---- --- --- ---- ---
208 206 207 100% 100% 100%
=== ==== === === ==== ===
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:
Fiscal Year Ended September
-------------------------------------------------------------------
2000(1) 1999 1998 1997 1996
------- ------- ------- ------- -------
Weighted Average Sales
Per Store (000's) $ 8,856 $ 8,424 $ 7,840 $ 7,716 $ 7,710
Total Square Feet at
End of Year (000's) 8,914 8,400 8,287 7,506 6,746
Average Total Square
Feet per Store 42,855 40,776 40,038 37,912 35,886
Average Square Feet of
Selling Space per Store (2) 29,999 28,543 28,026 26,538 25,120
(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'
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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.
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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.
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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.
2000 1999 1998 1997 1996
------ ------ ------ ------ ------
Number of Stores:
Opened 4 3 11 11 7
Closed stores (1) 2 4 2 1 1
Major remodels and
replacements 11 3 9 5 7
Minor remodels 8 16 10 16 12
Stores open at end of period 208 206 207 198 188
Size of Stores:
Less than 30,000 sq. ft 27 32 35 39 44
30,000 up to 42,000 sq. ft 67 71 74 80 82
42,001 up to 52,000 sq. ft 39 41 40 37 36
Greater than 52,000 sq. ft 75 62 58 42 26
Average store size (sq. ft) 42,855 40,776 40,038 37,912 35,886
(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.
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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. 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:
Size Number
Less than 50,000 square feet 25
50,000 - 100,000 square feet 33
More than 100,000 square feet 19
--
Total 77
==
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.
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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:
Year of Expiration Number of Stores
(Including Renewal Terms) With Leases Expiring
------------------------- --------------------
2001-2019 8
2020-2039 12
2040 or after 68
Management believes that the long-term rent stability provided by these leases
is a valuable asset of the Company.
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. 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. 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
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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.
2000 Fiscal Year High Low
---------------- ---- ---
First Quarter (ended December 25, 1999) $13-1/2 $10-7/8
Second Quarter (ended March 25, 2000) $11-7/8 $ 9-5/8
Third Quarter (ended June 24, 2000) $10-3/4 $ 8-7/16
Fourth Quarter (ended September 30, 2000) $11 $ 9
1999 Fiscal Year High Low
---------------- ---- ---
First Quarter (ended December 26, 1998) $13-9/32 $10-3/8
Second Quarter (ended March 27, 1999) $12-1/4 $10-7/8
Third Quarter (ended June 26, 1999) $13-1/4 $10-3/4
Fourth Quarter (ended September 25, 1999) $15-1/2 $12-3/4
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. 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.
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Selected Income Statement Data for the Year Ended September
(in thousands except per share amounts)
2000(1) 1999 1998 1997 1996
------------- ------------- ------------- ------------- -------------
Net Sales $ 1,916,200 $ 1,805,375 $ 1,647,152 $ 1,535,976 $ 1,472,578
Gross Profit 490,914 450,445 408,681 376,790 345,648
Income Before
Extraordinary Item (2) 21,091 18,750 4,163 20,463 20,731
Diluted Earnings per
Common Share Before
Extraordinary Item (2) .93 .83 .19 .95 1.04
Cash Dividends per
Common Share
Class A .66 .66 .66 .66 .66
Class B .60 .60 .60 .60 .60
Selected Balance Sheet Data at September
(in thousands)
2000 1999 1998 1997 1996
------------- ------------- ------------- ------------- -------------
Current Assets $ 219,581 $ 212,761 $ 196,039 188,408 $ 169,915
Property and Equipment,
net 702,472 656,707 661,772 606,363 530,228
Total Assets 927,766 873,171 862,787 802,583 707,965
Current Liabilities,
including Current
Portion of Long-Term
Debt 197,522 203,645 176,968 158,124 161,409
Long-Term Liabilities,
net of Current Portion 462,591 417,389 442,648 395,042 349,511
Stockholders' Equity 232,138 224,122 218,236 222,982 175,010
(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.
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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.
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The following table sets forth, for the periods indicated, selected
financial information as a percentage of net sales. For information regarding
the various segments of the business, reference is made to Note 11 "Lines of
Business" to the Consolidated Financial Statements.
Fiscal Years Ended
---------------------------------------------------------------
SEPTEMBER 30, September 25, September 26,
2000 1999 1998
------------- ------------- -------------
Net sales 100.0% 100.0% 100.0%
Gross profit 25.6 25.0 24.8
Operating and administrative
expenses 22.6 21.7 21.7
Rental income, net 0.5 0.5 0.4
Non-recurring charge -- -- 0.9
Other income, net 0.4 0.1 0.2
Income before interest and income
taxes 3.9 3.9 2.8
Interest expense 2.1 2.2 2.4
Income before income taxes 1.8 1.7 0.4
Income taxes 0.7 0.7 0.1
Net income 1.1 1.0 0.3
EBITDA (1) 6.2 6.2 6.5
- -----------------------------
(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.
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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:
Payroll 0.4%
Warehouse expense 0.1%
Equipment rent expense 0.1%
Insurance 0.1%
Taxes and licenses 0.1%
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
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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:
Equipment rent expense 0.7 %
Depreciation and amortization (0.4)%
Payroll (0.2)%
Insurance 0.2 %
Utilities (0.1)%
Taxes and licenses (0.1)%
Rent-buildings and land (0.1)%
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,
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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
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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
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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.
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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):
September 30, 2000 Fair
2001 2002 2003 2004 2005 Thereafter Total Value
------ ------ ------ ------ ------ ---------- ------- -------
Lines of credit -- 52,759 -- -- -- -- 52,759 52,759
Average interest
rate (variable) -- 7.68% -- -- -- -- 7.68%
Long-term debt 59,776 58,559 97,960 40,966 32,368 173,249 462,878 457,866
Average interest
rate (fixed) 8.32% 8.28% 8.63% 8.53% 8.68% 8.96% 8.66%
September 25, 1999 Fair
2000 2001 2002 2003 2004 Thereafter Total Value
------ ------ ------ ------ ------ ---------- ------- -------
Lines of credit 10,000 58,500 -- -- -- -- 68,500 68,500
Average interest
rate (variable) 6.62% 6.64% -- -- -- -- 6.64%
Long-term debt 52,002 54,945 43,905 33,408 24,829 187,405 396,494 397,114
Average interest
rate (fixed) 8.11% 8.11% 8.02% 8.11% 8.29% 8.91% 8.49%
The Company does not utilize financial instruments for trading or other
speculative purposes, nor
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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. 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. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
None.
PART III
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. 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.
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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. 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. 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.
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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.)
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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.
24
25
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
25
26
INGLES MARKETS, INCORPORATED AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
SEPTEMBER 30, 2000 AND SEPTEMBER 25, 1999
ASSETS 2000 1999
-------------- --------------
CURRENT ASSETS:
Cash $ 11,176,013 $ 13,959,751
Receivables (less allowance for doubtful accounts
of $256,630 - 2000 and $185,070 - 1999) 21,569,530 25,798,505
Inventories 179,396,630 167,011,044
Refundable income taxes 1,250,000 1,500,000
Other 6,188,703 4,491,490
-------------- --------------
Total current assets 219,580,876 212,760,790
PROPERTY AND EQUIPMENT:
Land 176,673,319 169,976,435
Construction in progress 19,063,282 11,562,748
Buildings 482,052,121 442,847,083
Store, office and warehouse equipment 317,904,794 285,331,792
Transportation equipment 16,104,664 17,168,399
Property under capital leases 540,284 540,554
Leasehold improvements 38,159,174 36,365,578
-------------- --------------
Total 1,050,497,638 963,792,589
Less accumulated depreciation and amortization 348,025,294 307,085,895
-------------- --------------
Property and equipment - net 702,472,344 656,706,694
OTHER ASSETS 5,712,592 3,703,590
-------------- --------------
TOTAL ASSETS $ 927,765,812 $ 873,171,074
============== ==============
See notes to consolidated financial statements.
26
27
INGLES MARKETS, INCORPORATED AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
SEPTEMBER 30, 2000 AND SEPTEMBER 25, 1999
LIABILITIES AND STOCKHOLDERS' EQUITY 2000 1999
-------------- --------------
CURRENT LIABILITIES:
Short-term loans and current portion of
long-term debt $ 59,776,013 $ 62,002,254
Accounts payable, accrued expenses and
current portion of other long-term liabilities 137,745,877 141,643,477
-------------- --------------
Total current liabilities 197,521,890 203,645,731
DEFERRED INCOME TAXES 35,514,578 28,014,578
LONG-TERM DEBT 455,861,173 402,992,151
OTHER LONG-TERM LIABILITIES 6,729,921 14,396,758
-------------- --------------
Total liabilities 695,627,562 649,049,218
-------------- --------------
STOCKHOLDERS' EQUITY:
Preferred stock, $.05 par value;
10,000,000 shares authorized; no shares issued -- --
Common stocks:
Class A, $.05 par value; 150,000,000 shares
authorized; issued and outstanding, 9,932,614
shares in 2000, 9,786,491 shares in 1999 496,631 489,324
Class B, $.05 par value; 100,000,000 shares
authorized; issued and outstanding, 12,645,125
shares in 2000, 12,691,248 shares in 1999 632,256 634,563
Paid-in capital in excess of par value 97,943,633 96,898,633
Retained earnings 133,065,730 126,099,336
-------------- --------------
Total stockholders' equity 232,138,250 224,121,856
-------------- --------------
TOTAL LIABILITIES AND STOCKHOLDERS'
EQUITY $ 927,765,812 $ 873,171,074
============== ==============
27
28
INGLES MARKETS, INCORPORATED AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
FISCAL YEARS ENDED SEPTEMBER 30, 2000,
SEPTEMBER 25, 1999 AND SEPTEMBER 26, 1998
2000 1999 1998
---------------- ---------------- ----------------
Net sales $ 1,916,200,153 $ 1,805,375,478 $ 1,647,151,548
Cost of goods sold 1,425,286,574 1,354,930,433 1,238,470,676
---------------- ---------------- ----------------
Gross profit 490,913,579 450,445,045 408,680,872
Operating and administrative expenses 432,630,797 391,910,419 357,067,958
Rental income, net 10,149,373 9,077,582 7,176,437
Non-recurring charge -- -- 14,636,764
---------------- ---------------- ----------------
Income from operations 68,432,155 67,612,208 44,152,587
Other income, net 6,985,223 2,323,016 2,428,139
---------------- ---------------- ----------------
Income before interest and income taxes 75,417,378 69,935,224 46,580,726
Interest expense 41,226,092 39,785,283 40,117,302
---------------- ---------------- ----------------
Income before income taxes 34,191,286 30,149,941 6,463,424
---------------- ---------------- ----------------
Income taxes:
Current 8,400,000 8,150,000 4,300,000
Deferred 4,700,000 3,250,000 (2,000,000)
---------------- ---------------- ----------------
13,100,000 11,400,000 2,300,000
---------------- ---------------- ----------------
Net income $ 21,091,286 $ 18,749,941 $ 4,163,424
================ ================ ================
Per-share amounts:
Basic earnings per common share $ .93 $ .83 $ .19
================ ================ ================
Diluted earnings per common share $ .93 $ .83 $ .19
================ ================ ================
Cash dividends per common share:
Class A $ .66 $ .66 $ .66
================ ================ ================
Class B $ .60 $ .60 $ .60
================ ================ ================
See notes to consolidated financial statements.
28
29
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
CLASS A CLASS B PAID-IN
COMMON STOCK COMMON STOCK CAPITAL IN
-------------------- --------------------------- EXCESS OF RETAINED
SHARES AMOUNT SHARES AMOUNT PAR VALUE EARNINGS TOTAL
--------- -------- ------------ ----------- ------------ ------------- -------------
Balance,
September 27, 1997 9,058,441 $452,922 12,788,298 $ 639,415 $ 90,924,742 $ 130,965,363 $ 222,982,442
Net income -- -- -- -- -- 4,163,424 4,163,424
Cash dividends -- -- -- -- -- (13,776,498) (13,776,498)
Exercise of stock options 519,000 25,950 -- -- 4,840,425 -- 4,866,375
Common stock conversions 4,200 210 (4,200) (210) -- -- --
--------- -------- ------------ ----------- ------------ ------------- -------------
Balance,
September 26, 1998 9,581,641 479,082 12,784,098 639,205 95,765,167 121,352,289 218,235,743
Net income -- -- -- -- -- 18,749,941 18,749,941
Cash dividends -- -- -- -- -- (14,002,894) (14,002,894)
Exercise of stock options 112,000 5,600 -- -- 1,133,466 -- 1,139,066
Common stock conversions 92,850 4,642 (92,850) (4,642) -- -- --
--------- -------- ------------ ----------- ------------ ------------- -------------
Balance,
September 25, 1999 9,786,491 489,324 12,691,248 634,563 96,898,633 126,099,336 224,121,856
Net income -- -- -- -- -- 21,091,286 21,091,286
Cash dividends -- -- -- -- -- (14,124,892) (14,124,892)
Exercise of stock options 100,000 5,000 -- -- 1,045,000 -- 1,050,000
Common stock conversions 46,123 2,307 (46,123) (2,307) -- -- --
--------- -------- ------------ ----------- ------------ ------------- -------------
BALANCE,
SEPTEMBER 30, 2000 9,932,614 $496,631 12,645,125 $ 632,256 $ 97,943,633 $ 133,065,730 $ 232,138,250
========= ======== ============ =========== ============ ============= =============
See notes to consolidated financial statements
29
30
INGLES MARKETS, INCORPORATED AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
FISCAL YEARS ENDED SEPTEMBER 30, 2000, SEPTEMBER 25, 1999
AND SEPTEMBER 26, 1998
2000 1999 1998
------------- ------------ -------------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $ 21,091,286 $ 18,749,941 $ 4,163,424
Adjustments to reconcile net income to net cash provided
by operating activities:
Depreciation and amortization expense 43,532,429 41,923,239 45,615,701
Non-recurring charge -- -- 14,636,764
Amortization of deferred gain on sale/leaseback of
equipment (1,017,227) (874,887) --
Gains on disposals of property and equipment (2,682,262) (199,534) (1,174,006)
Receipt of advance payments on purchases contracts 3,644,282 8,251,750 800,000
Recognition of advance payments on purchases contracts (4,578,947) (3,791,439) (2,494,074)
Deferred income taxes 4,700,000 3,250,000 (2,000,000)
Decrease (increase) in receivables 5,728,975 (5,488,536) (1,142,281)
Increase in inventory (12,385,586) (15,788,908) (9,962,207)
(Increase) decrease in other assets (2,424,544) (527,780) 359,957
(Decrease) increase in accounts payable and accrued
expenses (13,329,158) 13,933,370 22,615,532
------------- ------------ -------------
NET CASH PROVIDED BY OPERATING ACTIVITIES 42,279,248 59,437,216 71,418,810
------------- ------------ -------------
CASH FLOWS FROM INVESTING ACTIVITIES:
Proceeds from sales of property and equipment 6,898,629 294,371 3,915,246
Capital expenditures (102,534,798) (52,221,452) (155,941,246)
------------- ------------ -------------
NET CASH USED BY INVESTING ACTIVITIES (95,636,169) (51,927,081) (152,026,000)
------------- ------------ -------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from issuance of long-term debt 138,380,068 85,343,729 141,116,215
Proceeds from sale/leaseback transactions 13,005,294 18,371,082 50,725,607
Payments on short-term borrowings, net (10,000,000) (20,000,000) (10,000,000)
Principal payments on long-term debt (77,737,287) (83,522,776) (97,592,486)
Proceeds from exercise of stock options 1,050,000 1,139,066 3,866,375
Dividends paid (14,124,892) (14,002,894) (13,776,498)
------------- ------------ -------------
NET CASH PROVIDED (USED) BY FINANCING ACTIVITIES 50,573,183 (12,671,793) 74,339,213
------------- ------------ -------------
NET DECREASE IN CASH (2,783,738) (5,161,658) (6,267,977)
Cash at Beginning of Year 13,959,751 19,121,409 25,389,386
------------- ------------ -------------
CASH AT END OF YEAR $ 11,176,013 $ 13,959,751 $ 19,121,409
============= ============ =============
See notes to consolidated financial statements.
30
31
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.
31
32
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:
32
33
INGLES MARKETS, INCORPORATED AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Fiscal years ended September 30, 2000, September 25, 1999
and September 26, 1998
SEPTEMBER 30, September 25,
2000 1999
------------- -------------
Deferred tax liabilities:
Fixed asset tax/book differences $39,252,000 $36,164,000
Property tax method 768,000 746,000
Inventory 598,000 598,000
----------- -----------
Total deferred tax liabilities 40,618,000 37,508,000
----------- -----------
Deferred tax assets:
Insurance reserves 3,368,000 3,078,000
Advance payments on purchases contracts 772,000 638,000
Litigation settlement 2,707,000 5,470,000
Vacation accrual 634,000 567,000
Deferred gain on sale/leasebacks 1,108,000 1,144,000
Closed store accrual 1,022,000 1,054,000
Other 1,743,000 993,000
----------- -----------
Total deferred tax assets 11,354,000 12,944,000
----------- -----------
Net deferred tax liabilities $29,264,000 $24,564,000
=========== ===========
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:
2000 1999 1998
------------- ------------ -------------
Federal tax at statutory rate $ 11,967,000 $ 10,552,000 $ 2,262,000
State income tax, net of federal tax benefits 1,111,000 980,000 (98,000)
Other 22,000 (132,000) 136,000
------------- ------------ -------------
Total $ 13,100,000 $ 11,400,000 $ 2,300,000
============= ============ =============
33
34
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:
2000 1999 1998
------------- ------------ -------------
Current:
Federal $ 7,700,000 $ 7,350,000 $ 4,200,000
State 700,000 800,000 100,000
------------- ------------ -------------
Total current 8,400,000 8,150,000 4,300,000
------------- ------------ -------------
Deferred:
Depreciation 6,735,000 6,486,000 4,505,000
Sale/leaseback (4,198,000) (2,989,000) --
Self-insurance reserves (290,000) (656,000) (226,000)
Property taxes 22,000 222,000 186,000
Litigation settlement 2,763,000 (25,000) (6,028,000)
Other (332,000) 212,000 (437,000)
------------- ------------ -------------
Total deferred 4,700,000 3,250,000 (2,000,000)
------------- ------------ -------------
Total expense $ 13,100,000 $ 11,400,000 $ 2,300,000
============= ============ =============
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.
34
35
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:
2000 1999 1998
------------- ------------ -------------
Rents earned on owned and subleased properties:
Base rentals including lease
termination payments $ 14,852,342 $ 14,550,975 $ 12,092,462
Contingent rentals 1,034,630 977,876 677,577
------------- ------------ -------------
Total 15,886,972 15,528,851 12,770,039
Depreciation on owned
properties leased to others (4,117,337) (4,736,314) (4,069,810)
Other shopping center expenses (1,620,262) (1,714,955) (1,523,792)
------------- ------------ -------------
Total $ 10,149,373 $ 9,077,582 $ 7,176,437
============= ============ =============
Owned properties leased to others under operating leases by major classes are
summarized as follows:
SEPTEMBER 30,
2000
------------
Land $ 35,924,244
Buildings 126,943,051
------------
Total 162,867,295
Less accumulated depreciation 39,195,550
------------
Property leased to others, net $123,671,745
============
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:
Fiscal Year
-----------
2001 $ 11,293,086
2002 9,250,286
2003 6,859,460
2004 5,538,421
2005 4,684,677
Thereafter 28,588,746
------------
Total minimum future rental income $ 66,214,676
============
35
36
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:
Fiscal Year
-----------
2001 $ 35,286,117
2002 25,738,195
2003 25,151,063
2004 23,881,017
2005 16,185,535
Thereafter 93,528,824
-------------
Total minimum future rental commitments $219,770,751
=============
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:
SEPTEMBER 30, September 25,
2000 1999
------------- -------------
Accounts payable-trade $ 87,359,538 $ 91,748,064
Property, payroll, and other taxes payable 12,557,199 11,358,575
Salaries, wages, and bonuses payable 10,328,643 10,812,107
Self-insurance reserves 6,296,217 5,719,000
Accrued litigation settlement 7,049,407 7,819,063
Other 14,154,873 14,186,668
------------- -------------
Total $ 137,745,877 $ 141,643,477
============= =============
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
36
37
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:
SEPTEMBER 30, September 25,
2000 1999
------------- -------------
Long-term debt:
Notes payable:
Real estate and equipment:
Weighted average interest rate of
8.67%, maturing 2001-2018 $ 452,418,218 $ 380,657,061
Other:
Weighted average interest rate of
7.68%, maturing 2002 52,759,000 68,500,000
Weighted average interest rate of
8.41%, secured by stock of
Milkco, Inc., maturing 2002-2004 10,423,445 15,425,585
Other 36,523 411,759
------------- -------------
Total long-term debt and short-term loans 515,637,186 464,994,405
Less current portion 59,776,013 62,002,254
------------- -------------
Long-term debt, net of current portion $ 455,861,173 $ 402,992,151
============= =============
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.
37
38
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:
2000 1999 1998
------------ ------------ ------------
Total interest costs $ 43,340,190 $ 40,466,568 $ 41,836,901
Interest capitalized (2,114,098) (681,285) (1,719,599)
------------ ------------ ------------
Interest expense $ 41,226,092 $ 39,785,283 $ 40,117,302
============ ============ ============
Maturities of long-term debt at September 30, 2000 are as follows:
Fiscal Year
-----------
2001 $ 59,776,013
2002 111,318,157
2003 97,960,150
2004 40,965,733
2005 32,368,185
Thereafter 173,248,948
------------
Total $515,637,186
============
7. OTHER LONG-TERM LIABILITIES
Other long-term liabilities are summarized as follows:
SEPTEMBER 30, September 25,
2000 1999
------------- -------------
Advance payments on purchases contracts $ 5,888,708 $ 6,823,374
Litigation settlement 7,049,407 14,243,776
Deferred gain-sale/leasebacks 2,885,008 2,979,408
Other 1,855,432 517,947
------------- -------------
Total other long-term liabilities 17,678,555 24,564,505
Less current portion 10,948,634 10,167,747
------------- -------------
$ 6,729,921 $ 14,396,758
============= =============
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.
38
39
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.
39
40
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:
2000 1999 1998
------------- ------------ -------------
BASIC
Net income $ 21,091,286 $ 18,749,941 $ 4,163,424
============= ============ =============
Shares
Weighted average number of common shares
outstanding 22,558,325 22,390,997 22,092,470
============= ============ =============
Basic earnings per common share $ .93 $ .83 $ .19
============= ============ =============
DILUTED
Diluted earnings $ 21,091,286 $ 18,749,941 $ 4,163,424
============= ============ =============
Shares
Weighted average number of common shares
outstanding 22,666,174 22,506,958 22,251,311
============= ============ =============
Diluted earnings per common share $ .93 $ . 83 $ .19
============= ============ =============
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
40
41
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:
WEIGHTED
SHARES AVERAGE
UNDER OPTION PRICE EXERCISE
OPTION PER SHARE PRICE
--------------------------------------------------
Outstanding,
September 27, 1997 147,000 $ 6.13 - $14.00 $ 11.03
Exercised (19,000) 6.13 6.13
Canceled (29,000) 6.13 - 14.00 11.27
-------
Outstanding,
September 26, 1998 99,000 8.63 - 14.00 11.90
Exercised (12,000) 8.63 8.93
Canceled (11,000) 10.00 - 14.00 12.31
-------
Outstanding,
September 25, 1999 76,000 10.00 - 14.00 12.36
Canceled (22,000) 10.00 - 14.00 11.78
-------
OUTSTANDING,
SEPTEMBER 30, 2000 54,000 $10.00 - $14.00 $ 12.59
=======
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:
41
42
INGLES MARKETS, INCORPORATED AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Fiscal years ended September 30, 2000, September 25, 1999
and September 26, 1998
WEIGHTED
SHARES AVERAGE
UNDER OPTION PRICE EXERCISE
OPTION PER SHARE PRICE
--------------------------------------------------
Outstanding,
September 27, 1997 500,000 $5.75 - $10.38 $ 6.78
Canceled (400,000) 5.75 - 6.00 5.88
--------
Outstanding,
September 26, 1998 100,000 10.38 10.38
Exercised (100,000) 10.38 10.38
--------
OUTSTANDING,
SEPTEMBER 25, 1999 -- $ -- $ --
========
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.
42
43
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:
WEIGHTED
SHARES AVERAGE
UNDER OPTION PRICE EXERCISE
OPTION PER SHARE PRICE
---------------------------------------------------
Outstanding,
September 27, 1997 1,137,000 $ 14.00 $ 14.00
Granted 61,000 11.63 - 13.06 12.83
Exercised (100,000) 14.00 14.00
Canceled (134,000) 13.06 - 14.00 13.91
---------
Outstanding,
September 26, 1998 964,000 11.63 - 14.00 13.94
Granted 1,057,000 10.50 - 13.69 11.36
Canceled (120,000) 11.63 - 14.00 13.92
---------
Outstanding,
September 25, 1999 1,901,000 10.50 - 14.00 12.51
Granted 2,054,700 9.56 9.56
Exercised (100,000) 10.50 10.50
Canceled (29,100) 9.56 - 14.00 12.22
---------
OUTSTANDING,
SEPTEMBER 30, 2000 3,826,600 $9.56 - $14.00 $ 10.98
=========
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:
43
44
INGLES MARKETS, INCORPORATED AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Fiscal years ended September 30, 2000, September 25, 1999
and September 26, 1998
2000 1999 1998
------------- ------------- -------------
BASIC
Net income $ 21,091,286 $ 18,749,941 $ 4,163,424
Net income, pro forma 20,256,487 18,201,914 3,678,364
Basic earnings per common share $ 0.93 $ 0.83 $ .19
Basic earnings per common share,
pro forma 0.90 0.81 .17
DILUTED
Diluted earnings $ 21,091,286 $ 18,749,941 $ 4,163,424
Diluted earnings, pro forma 20,256,487 18,201,914 3,678,364
Diluted earnings per common share $ 0.93 $ 0.83 $ .19
Diluted earnings per common share,
pro forma 0.89 0.81 .17
Weighted average fair value of options
granted $ 1.79 $ 1.95 $ 2.32
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:
44
45
INGLES MARKETS, INCORPORATED AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Fiscal years ended September 30, 2000, September 25, 1999
and September 26, 1998
2000 1999 1998
------------- ------------- -------------
Revenues from unaffiliated customers:
Grocery sales $ 1,842,105 $ 1,733,297 $ 1,586,308
Shopping center rentals 15,887 15,529 12,770
Fluid dairy 74,095 72,078 60,844
------------- ------------- -------------
Total revenues from unaffiliated customers $ 1,932,087 $ 1,820,904 $ 1,659,922
============= ============= =============
Income from operations:
Grocery sales $ 51,089 $ 50,979 $ 30,966
Shopping center rentals 10,149 9,078 7,176
Fluid dairy 7,194 7,555 6,011
------------- ------------- -------------
Total income from operations $ 68,432 $ 67,612 $ 44,153
============= ============= =============
Assets:
Grocery sales $ 777,431 $ 725,990 $ 706,829
Shopping center rentals 123,672 121,277 124,957
Fluid dairy 26,663 25,904 31,001
------------- ------------- -------------
Total assets $ 927,766 $ 873,171 $ 862,787
============= ============= =============
Capital expenditures:
Grocery sales $ 92,761 $ 46,791 $ 127,290
Shopping center rentals 6,756 2,750 25,251
Fluid dairy 3,018 2,680 3,400
------------- ------------- -------------
Total capital expenditures $ 102,535 $ 52,221 $ 155,941
============= ============= =============
Depreciation and amortization:
Grocery sales $ 37,319 $ 35,166 $ 39,623
Shopping center rentals 4,117 4,736 4,070
Fluid dairy 2,096 2,021 1,923
------------- ------------- -------------
Total depreciation and amortization $ 43,532 $ 41,923 $ 45,616
============= ============= =============
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.
45
46
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.
(in thousands except earnings per common share)
1ST 2ND 3RD 4TH
2000 QUARTER QUARTER QUARTER QUARTER TOTAL
- ----------------------------------------------------------------------------------------------
NET SALES $468,400 $465,139 $469,364 $513,297 $1,916,200
GROSS PROFIT 117,346 118,681 122,579 132,308 490,914
NET INCOME 4,906 6,394 5,604 4,187 21,091
BASIC EARNINGS PER
COMMON SHARE .22 .28 .25 .18 .93
DILUTED EARNINGS PER
COMMON SHARE .22 .28 .25 .18 .93
1999
- ----------------------------------------------------------------------------------------------
Net sales $453,341 $442,177 $452,878 $456,979 $1,805,375
Gross profit 110,588 109,248 113,601 117,008 450,445
Net income 4,070 4,115 5,146 5,419 18,750
Basic earnings per
common share .18 .18 .23 .24 .83
Diluted earnings per
common share .18 .18 .23 .24 .83
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.
46
47
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):
2000 1999
--------------------- ----------------------------
CARRYING FAIR Carrying Fair
AMOUNT VALUE Amount Value
-------- ----------- ----------- -----------
Cash and cash equivalents $ 11,176 $ 11,176 $ 13,960 $ 13,960
Receivables 21,570 21,570 27,299 27,299
Long-term debt:
Real estate and equipment 452,418 447,406 380,657 381,277
Other 63,219 63,219 84,337 84,337
15. CASH FLOW INFORMATION
Supplemental disclosure of cash flow information is as follows:
2000 1999 1998
----------- ----------- -----------
Cash paid during the year for:
Interest (net of amounts capitalized) $40,898,804 $39,961,635 $39,822,359
Income taxes 8,966,329 9,206,644 2,700,922
Non cash items:
Property and equipment additions
included in accounts payable 5,746,770 4,356,069 4,196,728
47
48
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.
48
49
INGLES MARKETS, INCORPORATED AND SUBSIDIARIES SEC SCHEDULE II
SUPPLEMENTAL SCHEDULE OF VALUATION AND QUALIFYING ACCOUNTS
BALANCE AT
BEGINNING OF CHARGED TO BALANCE AT
DESCRIPTION YEAR COSTS & EXPENSES DEDUCTIONS END OF YEAR
------------ ---------------- ---------- -----------
Fiscal year ended September 30, 2000:
Deducted from asset accounts:
Allowance for doubtful accounts $185,070 $146,000 $74,440(1) $256,630
Fiscal year ended September 25, 1999:
Deducted from asset accounts:
Allowance for doubtful accounts $158,643 $ 96,000 $69,573(1) $185,070
Fiscal year ended September 26, 1998:
Deducted from asset accounts:
Allowance for doubtful accounts $141,852 $ 87,000 $70,209(1) $158,643
(1) Uncollectible accounts written off, net of recoveries.
49
50
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:
/s/ Robert P. Ingle December 20, 2000
- ---------------------------------------------------------
Robert P. Ingle, Chairman of the
Board, Chief Executive Officer
and Director
/s/ Vaughn C. Fisher December 20, 2000
- ---------------------------------------------------------
Vaughn C. Fisher, President, Chief
Operating Officer and Director
/s/ Brenda S. Tudor December 20, 2000
- ---------------------------------------------------------
Brenda S. Tudor, CPA, Vice
President-Finance, Chief Financial
Officer and Director
/s/ Ralph H. Gardner December 20, 2000
- ---------------------------------------------------------
Ralph H. Gardner, Director
/s/ Robert P. Ingle, II December 20, 2000
- ---------------------------------------------------------
Robert P. Ingle, II
VP of Operations and Director
/s/ David L. Keathley December 20, 2000
- ---------------------------------------------------------
David L. Keathley, CPA
Secretary and Controller
50
51
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.)
51
52
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).
52