1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON D. C. 20549 FORM 10-Q [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 30, 1996 [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . ----------------- ----------------- Commission File Number 0-14706 INGLES MARKETS, INCORPORATED - -------------------------------------------------------------------------------- (Exact name of registrant as specified in its charter) North Carolina 56-0846267 - ------------------------------- --------------------------- (State or other jurisdiction (I.R.S. Employer of incorporation or organization) Identification Number) P.O. Box 6676, Asheville, NC 28816 - ------------------------------- --------------------------- (Address of principal executive (Zip Code) offices) Registrant's telephone number, including area code: (704) 669-2941 --------------------------- 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 --- ---. As of May 7, 1996, the registrant had 4,840,266 shares of Class A Common Stock, $.05 par value per share, and 13,263,884 shares of Class B Common Stock, $.05 par value per share, outstanding. 1
2 INGLES MARKETS, INCORPORATED INDEX <TABLE> <CAPTION> Page No. -------- <S> <C> Part I - Financial Information Item 1. Financial Statements (Unaudited) Consolidated Balance Sheets - March 30, 1996 and September 30, 1995 3 Consolidated Statements of Income - Three Months Ended March 30, 1996 and March 25, 1995 5 Six Months Ended March 30, 1996 and March 25, 1995 6 Consolidated Statements of Changes in Stockholders' Equity - Six Months Ended March 30, 1996 and March 25, 1995 7 Consolidated Statements of Cash Flows - Six Months Ended March 30, 1996 and March 25, 1995 8 Notes to Unaudited Interim Financial Statements 9 Item 2. Management's Discussion and Analysis of Results of Operations and Financial Condition 12 Part II - Other Information Item 4. Submission of Matters to a Vote of Security Holders 19 Item 6. Exhibits and Reports on Form 8-K 20 Signatures 21 Exhibits 11 Computation of Earnings Per Common Share Three Months Ended March 30, 1996 and March 25, 1995 22 Six Months Ended March 30, 1996 and March 25, 1995 23 27 Financial Data Schedule (for SEC use only) </TABLE> 2
3 Part I. Financial Information Item 1. Financial Statements INGLES MARKETS, INCORPORATED AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS ASSETS <TABLE> <CAPTION> MARCH 30, SEPTEMBER 30, 1996 1995 (UNAUDITED) (NOTE) ------------ ------------- <S> <C> <C> CURRENT ASSETS -------------- Cash $ 23,381,684 $ 20,120,776 Receivables 17,880,454 15,176,746 Inventories 122,224,192 116,863,588 Other 4,552,948 3,667,010 ------------- ------------- TOTAL CURRENT ASSETS 168,039,278 155,828,120 PROPERTY AND EQUIPMENT - Net 485,345,731 450,540,776 ---------------------- OTHER ASSETS 5,389,820 5,458,358 ------------ ------------- ------------- TOTAL ASSETS $ 658,774,829 $ 611,827,254 ============= ============= </TABLE> NOTE: The balance sheet at September 30, 1995 has been derived from the audited financial statements at that date. See notes to unaudited interim financial statements. 3
4 INGLES MARKETS, INCORPORATED AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS (CONTINUED) LIABILITIES AND STOCKHOLDERS' EQUITY <TABLE> <CAPTION> MARCH 30, SEPTEMBER 30, 1996 1995 (UNAUDITED) (NOTE) ------------ ------------- <S> <C> <C> CURRENT LIABILITIES ------------------- Short-term loans and current portion of long-term liabilities $ 72,081,668 $ 36,899,696 Accounts payable and accrued expenses 95,361,287 98,119,632 ------------ ------------ TOTAL CURRENT LIABILITIES 167,442,955 135,019,328 DEFERRED INCOME TAXES 20,926,161 20,226,161 --------------------- LONG-TERM LIABILITIES 301,394,995 292,765,280 --------------------- ------------ ------------ TOTAL LIABILITIES 489,764,111 448,010,769 ------------ ------------ 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; 4,790,266 shares issued and outstanding March 30, 1996; 4,577,541 shares issued and outstanding September 30, 1995 239,513 228,877 Class B, $.05 par value; 100,000,000 shares authorized; 13,313,884 shares issued and outstanding March 30, 1996; 13,326,609 shares issued and outstanding September 30, 1995 665,695 666,331 Paid-in capital in excess of par value 50,139,088 48,599,088 Retained earnings 117,966,422 114,322,189 ------------ ------------ TOTAL STOCKHOLDERS' EQUITY 169,010,718 163,816,485 ------------ ------------ TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $658,774,829 $611,827,254 ============ ============ </TABLE> NOTE: The balance sheet at September 30, 1995 has been derived from the audited financial statements at that date. See notes to unaudited interim financial statements. 4
5 INGLES MARKETS, INCORPORATED AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED) <TABLE> <CAPTION> THREE MONTHS ENDED ------------------------- MARCH 30, MARCH 25, 1996 1995 ------------ ------------ <S> <C> <C> NET SALES $364,223,309 $327,949,528 COST OF GOODS SOLD 279,898,927 253,427,793 ------------ ------------ GROSS PROFIT 84,324,382 74,521,735 OPERATING AND ADMINISTRATIVE EXPENSES 72,072,746 66,426,402 RENTAL INCOME, NET 1,239,253 1,026,457 ------------ ------------ INCOME FROM OPERATIONS 13,490,889 9,121,790 OTHER INCOME, NET 909,479 91,747 ------------ ------------ INCOME BEFORE INTEREST AND INCOME TAXES 14,400,368 9,213,537 INTEREST EXPENSE 7,269,661 5,926,406 ------------ ------------ INCOME BEFORE INCOME TAXES 7,130,707 3,287,131 ------------ ------------ INCOME TAXES: Current 2,900,000 1,400,000 Deferred (200,000) (300,000) ------------ ------------ 2,700,000 1,100,000 ------------ ------------ NET INCOME $ 4,430,707 $ 2,187,131 ============ ============ PER-SHARE AMOUNTS: Earnings per common share: Primary earnings per common share $ .24 $ .12 ============ ============ Fully diluted earnings per common share $ .23 $ .12 ============ ============ Cash dividends per common share: Class A $ .165 $ .165 ------------ ------------ Class B $ .150 $ .150 ------------ ------------ </TABLE> See notes to unaudited interim financial statements. 5
6 INGLES MARKETS, INCORPORATED AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED) <TABLE> <CAPTION> SIX MONTHS ENDED ------------------------- MARCH 30, MARCH 25, 1996 1995 ------------ ------------ <S> <C> <C> NET SALES $721,629,574 $658,155,896 COST OF GOODS SOLD 554,937,363 510,049,936 ------------ ------------ GROSS PROFIT 166,692,211 148,105,960 OPERATING AND ADMINISTRATIVE EXPENSES 141,145,363 130,186,310 RENTAL INCOME, NET 2,234,600 2,321,401 ------------ ------------ INCOME FROM OPERATIONS 27,781,448 20,241,051 OTHER INCOME, NET 1,479,263 123,466 ------------ ------------ INCOME BEFORE INTEREST AND INCOME TAXES 29,260,711 20,364,517 INTEREST EXPENSE 14,507,888 11,039,598 ------------ ------------ INCOME BEFORE INCOME TAXES 14,752,823 9,324,919 ------------ ------------ INCOME TAXES: Current 5,900,000 3,900,000 Deferred (300,000) (600,000) ------------ ------------ 5,600,000 3,300,000 ------------ ------------ NET INCOME $ 9,152,823 $ 6,024,919 ============ ============ PER-SHARE AMOUNTS: Earnings per common share: Primary earnings per common share $ .50 $ .33 ============ ============ Fully diluted earnings per common share $ .46 $ .33 ============ ============ Cash dividends per common share: Class A $ .33 $ .33 ------------ ------------ Class B $ .30 $ .30 ------------ ------------ </TABLE> See notes to unaudited interim financial statements. 6
7 INGLES MARKETS, INCORPORATED AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (UNAUDITED) _____________________________________________ <TABLE> <CAPTION> PAID-IN CLASS A CLASS B CAPITAL IN ...COMMON STOCK... ...COMMON STOCK... EXCESS OF RETAINED SHARES AMOUNT SHARES AMOUNT PAR VALUE EARNINGS TOTAL --------- -------- ---------- -------- ----------- ------------ ------------ <S> <C> <C> <C> <C> <C> <C> <C> BALANCE, SEPTEMBER 24, 1994. 4,412,167 $220,609 13,491,983 $674,599 $48,599,088 $108,478,050 $157,972,346 NET INCOME . . . . . - - - - - 6,024,919 6,024,919 CASH DIVIDENDS . . . - - - - - (5,503,804) (5,503,804) COMMON STOCK CONVERSIONS . . . . 20,000 1,000 (20,000) (1,000) - - - --------- -------- ---------- -------- ----------- ------------ ------------ BALANCE, MARCH 25, 1995. . . 4,432,167 $221,609 13,471,983 $673,599 $48,599,088 $108,999,165 $158,493,461 ========= ======== ========== ======== =========== ============ ============ BALANCE, SEPTEMBER 30, 1995. 4,577,541 $228,877 13,326,609 $666,331 $48,599,088 $114,322,189 $163,816,485 NET INCOME . . . . . - - - - - 9,152,823 9,152,823 CASH DIVIDENDS . . . - - - - - (5,508,590) (5,508,590) EXERCISE OF STOCK OPTIONS . . . . . . 200,000 10,000 - - 1,540,000 - 1,550,000 COMMON STOCK CONVERSIONS . . . . 12,725 636 (12,725) (636) - - - --------- -------- ---------- -------- ----------- ------------ ------------ BALANCE, MARCH 30, 1996. . . 4,790,266 $239,513 13,313,884 $665,695 $50,139,088 $117,966,422 $169,010,718 ========= ======== ========== ======== =========== ============ ============ </TABLE> See notes to unaudited interim financial statements. 7
8 INGLES MARKETS, INCORPORATED AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) <TABLE> <CAPTION> SIX MONTHS ENDED -------------------------- MARCH 30, MARCH 25, 1996 1995 ------------ ------------ <S> <C> <C> Cash Flows From Operating Activities: Net income $ 9,152,823 $ 6,024,919 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization expense 15,831,881 12,713,323 Receipt of advance payments on purchases contracts 2,000,000 - Recognition of advance payments on purchases contracts (1,240,625) (540,606) (Gains) losses on disposals of property and equipment (1,455,082) 64,826 Deferred income taxes (300,000) (600,000) Increase in receivables (2,676,827) (676,260) Increase in inventory (5,360,604) (6,154,279) Decrease in other assets 19,896 95,520 Decrease in accounts payable and accrued expenses (2,408,345) (6,342,961) ------------ ------------ Net Cash Provided by Operating Activities 13,563,117 4,584,482 ------------ ------------ Cash Flows From Investing Activities: Proceeds from sales of property and equipment 2,023,241 55,204 Capital expenditures (51,069,172) (60,876,933) ------------ ------------ Net Cash (Used) by Investing Activities (49,045,931) (60,821,729) ------------ ------------ Cash Flows From Financing Activities: Proceeds from issuance of long-term debt 48,714,551 63,650,820 Principal payments on long-term debt (26,662,239) (12,652,504) Proceeds from short-term borrowings, net 21,000,000 12,500,000 Proceeds from exercise of stock options 1,200,000 - Dividends paid (5,508,590) (5,503,804) ------------ ------------ Net Cash Provided By Financing Activities 38,743,722 57,994,512 ------------ ------------ Net Increase in Cash 3,260,908 1,757,265 Cash at Beginning of Period 20,120,776 18,471,011 ------------ ------------ Cash at End of Period $ 23,381,684 $ 20,228,276 ============ ============ </TABLE> See notes to unaudited interim financial statements. 8
9 INGLES MARKETS, INCORPORATED AND SUBSIDIARIES NOTES TO UNAUDITED INTERIM FINANCIAL STATEMENTS March 30, 1996 A. BASIS OF PREPARATION In the opinion of management, the accompanying unaudited interim financial statements contain all adjustments necessary to present fairly the Company's financial position as of March 30, 1996, and the results of operations, changes in stockholders' equity and cash flows for the three month and six month periods ended March 30, 1996 and March 25, 1995. The adjustments made are of a normal recurring nature. Certain information and footnote disclosures normally included in the annual financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to the rules and regulations of the Securities and Exchange Commission for Form 10-Q. It is suggested that these unaudited interim financial statements be read in conjunction with the audited financial statements and the notes thereto included in the 1995 Annual Report on Form 10-K filed by the Company under the Securities Exchange Act of 1934 on December 15, 1995. The results of operations for the three month and six month periods ended March 30, 1996 are not necessarily indicative of the results to be expected for the full fiscal year. Certain amounts for the three month and six month periods ended March 25, 1995 have been reclassified for comparative purposes. B. EARNINGS PER COMMON SHARE Primary earnings per common share is computed by dividing consolidated net income by the weighted average number of shares of common stock and dilutive common stock equivalent shares outstanding during the period (18,474,353 and 18,425,683 for the three month and six month periods ended March 30, 1996, respectively and 18,289,829 and 18,321,171 for the three month and six month periods ended March 25, 1995, respectively). Fully diluted earnings per common share gives effect to the assumed conversion, if dilutive, of the Convertible Subordinated Debentures, after elimination of related interest expense, net of the bonus and income tax effect. The weighted average number of shares used to compute fully diluted earnings per common share were 21,920,578 and 21,917,329 for the three and six month periods ended March 30, 1996, respectively, and 21,695,856 for the six month period ended March 25, 1995. The effect for the three month period ended March 25, 1995 of the conversion of the Convertible Subordinated Debentures was anti-dilutive and therefore the conversion was not assumed in the fully diluted calculation for this period. C. ALLOWANCE FOR DOUBTFUL ACCOUNTS Receivables are presented net of an allowance for doubtful accounts of $85,598 and $85,490 at March 30, 1996 and September 30, 1995, respectively. 9
10 D. ACCOUNTS PAYABLE AND ACCRUED EXPENSES Accounts payable and accrued expenses consist of the following: <TABLE> <CAPTION> March 30, September 30, 1996 1995 ------------ ------------- <S> <C> <C> Accounts payable-trade $ 68,252,169 $ 66,815,027 Property, payroll and other taxes payable 8,742,358 9,363,814 Salaries, wages and bonuses payable 6,468,594 7,970,396 Self-insurance reserves 4,410,000 4,350,000 Other 7,488,166 9,620,395 ------------ ------------- $ 95,361,287 $ 98,119,632 ============ ============= </TABLE> 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 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, totalled $2,184,926 and $2,512,654 for the three month periods ended March 30, 1996 and March 25, 1995, respectively. For the six month periods ended March 30, 1996 and March 25, 1995, employee insurance expense totalled $4,149,030 and $4,151,976, respectively. E. LONG-TERM LIABILITIES During the six month period ended March 30, 1996, the Company obtained $48,714,551 in long-term loans. The proceeds were used to reduce short-term debt, to fund capital expenditures and for general corporate purposes. Details of the new debt are as follows: <TABLE> <S> <C> Interest rate at 7.58%, maturing 2002 secured by real estate and equipment $ 28,357,403 Interest rate at 7.61%, maturing 2000, secured by equipment 5,000,000 Interest rate at 9.25%, maturing 2005, secured by real estate 2,092,893 Interest at LIBOR rate plus a specified margin, maturing May 1997, unsecured 13,000,000 Other 264,255 ------------- $ 48,714,551 ============= </TABLE> During April 1996, the Company obtained a $10.0 million loan from a bank under a previously existing long-term line of credit expiring in May 1997 with a rate of interest at LIBOR plus a specified margin. On May 7, 1996, the Company obtained a commitment for a five-year loan in the amount of $10.0 million from a bank at an interest rate fixed at 1.85% over the 5-year U.S. Treasury bill rate. The proceeds of these loans were or will be used to reduce short-term borrowings outstanding at March 30, 1996. Short-term borrowings have been reclassified to long-term liabilities at March 30, 1996 pursuant to this refinancing. 10
11 F. DIVIDENDS The Company paid cash dividends of $.165 for each share of Class A Common Stock and $.15 for each share of Class B Common Stock on January 16, 1996 and October 16, 1995 to stockholders of record on January 5, 1996 and October 6, 1995, respectively. G. SUPPLEMENTARY CASH FLOW INFORMATION Cash paid for interest and taxes is as follows: <TABLE> <CAPTION> SIX MONTH PERIOD ENDED -------------------------------- March 30, March 25, 1996 1995 ------------ ------------ <S> <C> <C> Interest (net of amount capitalized) $ 14,292,574 $ 10,703,817 Income taxes 8,456,090 5,029,100 </TABLE> H. EXERCISE OF STOCK OPTION AGREEMENTS WITH EXECUTIVE OFFICERS During the three month period ended March 30, 1996, Robert P. Ingle, Chairman of the Board of Directors and Chief Executive Officer of the Company, and Landy B. Laney, President and Chief Operating Officer of the Company, each exercised their options to purchase 100,000 shares of the Company's Class A Common Stock at an option price of $6.00 per share. The difference between the fair market value of the Class A Common Stock at the date of the grant of the options ($7.75 per share) and the option price ($6.00 per share) was previously expensed on the Company's books. 11
12 Item 2. Management's Discussion and Analysis of Results of Operations and Financial Condition. RESULTS OF OPERATIONS THREE MONTHS ENDED MARCH 30, 1996 COMPARED WITH THE THREE MONTHS ENDED MARCH 25, 1995 NET SALES Net sales for the three month period ended March 30, 1996 increased $36.3 million, to $364.2 million, up 11.1% over sales of $327.9 million last year. Approximately 64% of the dollar increase in sales resulted from an increase in grocery sales, while the balance resulted substantially from increased sales in the perishable departments. The Company pursued an aggressive merchandising and pricing strategy to boost sales in all departments, conducted an effective advertising campaign, and increased variety in its grocery department. Sales also benefited from increased volume in stores which were expanded, remodeled and/or replaced during the prior and current fiscal years. During the three month period ended March 30, 1996, one new store was opened and an older store was replaced. GROSS PROFIT Gross profit for the period was $84.3 million, or 23.2% of sales, compared to $74.5 million, or 22.7% of sales, a year ago - an increase of 13.2%. Grocery gross profit, as a percentage of sales, increased primarily because of an aggressive purchasing program. Meat, produce and deli gross profit, as a percentage of sales, improved due to better merchandising and aggressive purchasing and pricing programs. OPERATING AND ADMINISTRATIVE EXPENSES Operating and administrative expenses, as a percentage of sales, were 19.8% this year compared to 20.3% last year. The percentage decrease is primarily due to decreases in advertising and promotional expenditures, the cost of labor at store level, insurance and rent expense, and the cost of store supplies. These decreases were partially offset by increases, as a percentage of sales, in depreciation and amortization expense resulting from the Company's aggressive capital expenditure program and higher expense associated with repairs and maintenance. RENTAL INCOME, NET Rental income, net increased from $1.0 million last year to $1.2 million this year. The increase is due to an increase in rental income, $.3 million, net of increased expense, $.1 million, associated with the remodeling of shopping centers. 12
13 INCOME FROM OPERATIONS Income from operations increased 47.9% to $13.5 million, or 3.7% of sales, compared to $9.1 million, or 2.8% of sales, the prior year. The increase in operating income in fiscal 1996 is due to the increase in sales, the related increase in gross profit and the decrease, as a percentage of sales, in operating and administrative expenses. OTHER INCOME, NET Other income, net increased $.8 million. Fiscal 1996 includes gains of $.9 million on the sale of two outparcels of land located adjacent to shopping centers owned by the Company. INCOME BEFORE INTEREST AND INCOME TAXES Income before interest and income taxes increased 56.3% to $14.4 million, or 3.9% of sales, this year compared with $9.2 million, or 2.8% of sales, last year. INTEREST EXPENSE Interest expense was $7.3 million in fiscal 1996 - $5.9 million in fiscal 1995. The increase in interest expense was principally due to an increase in debt to fund the Company's aggressive capital expenditure program. INCOME BEFORE INCOME TAXES Income before income taxes was $7.1 million, or 2.0% of sales, this year compared with $3.3 million, or 1.0% of sales, last year. INCOME TAXES Income tax expense, as a percentage of pre-tax income was 37.9% this year compared with 33.5% last year due to the elimination of the targeted jobs tax credit and higher state income taxes. NET INCOME Net income for the three month period ended March 30, 1996 increased 102.6% to $4.4 million, or 1.2% of sales, compared to $2.2 million, or .7% of sales, the prior year. Primary earnings per common share doubled - from $.12 last year to $.24 this year. SIX MONTHS ENDED MARCH 30, 1996 COMPARED WITH THE SIX MONTHS ENDED MARCH 25, 1995 NET SALES Net sales for the six month period ended March 30, 1996 increased $63.5 million to $721.6 million, up 9.6% over sales of $658.1 million last year. Growth in identical store sales (grocery stores open for the entire duration of the previous fiscal year) was 7.0%. Aggressive merchandising, aggressive pricing and effective advertising helped boost sales. Sales also benefited by increased volume in stores that were expanded, remodeled and/or replaced during the past year. 13
14 During the period, two new stores were opened and four older stores were expanded, remodeled and/or replaced. At March 30, 1996, the Company operated 184 supermarkets in six states: North Carolina (58), South Carolina (28), Georgia (73), Tennessee (21), Virginia (3) and Alabama (1). GROSS PROFIT Gross profit for the 1996 six month period was $166.7 million, or 23.1% of sales, compared with $148.1 million, or 22.5% of sales, the prior year. Grocery gross profit, as a percentage of sales, increased primarily because of aggressive merchandising, aggressive pricing, effective advertising and increased variety in the department. Meat, produce and deli gross profit, as a percentage of sales, improved due to better merchandising and aggressive purchasing and pricing programs. OPERATING AND ADMINISTRATIVE EXPENSES Operating and administrative expenses, as a percentage of sales, were 19.6% in fiscal 1996 - 19.8% in fiscal 1995. During fiscal 1996, depreciation and amortization expense increased due to the Company's aggressive capital expenditure program last year and so far this year. The cost of repairs and maintenance also increased. These increases were more than offset by decreases, as a percentage of sales, in advertising and promotional expenditures, the cost of store supplies, rent and insurance expense and the cost of labor at store level. RENTAL INCOME, NET Rental income, net was $2.3 million last year - $2.2 million this year. Increased rental income was more than offset by increased expense associated with the remodeling of shopping centers. INCOME FROM OPERATIONS Income from operations in fiscal 1996 was $27.8 million, or 3.8% of sales, compared to $20.2 million, or 3.1% of sales, last year. The increase in operating income was due to the increase in sales, the related increase in gross profit and the decrease, as a percentage of sales, in operating and administrative expenses. OTHER INCOME, NET Other income, net increased $1.4 million. Fiscal 1996 includes gains of $1.4 million on the sale of four outparcels of land located adjacent to shopping centers owned by the Company. INCOME BEFORE INTEREST AND INCOME TAXES Income before interest and income taxes increased 43.7% to $29.3 million, or 4.0% of sales, this year compared to $20.4 million, or 3.1% of sales, last year. INTEREST EXPENSE Interest expense was $14.5 million in fiscal 1996 - $11.0 million in fiscal 1995. The increase in interest expense is principally due to an increase in debt to fund the Company's aggressive capital expenditure program. 14
15 INCOME BEFORE INCOME TAXES Income before income taxes was $14.8 million, or 2.0% of sales, this year compared with $9.3 million, or 1.4% of sales, last year. INCOME TAXES Income tax expense, as a percentage of pre-tax income, was 37.9% this year compared with 35.4% last year due to the elimination of the targeted jobs tax credit and higher state income taxes. NET INCOME Net income for the six month period ended March 30, 1996 increased 51.9% to $9.2 million, or 1.3% of sales, compared to $6.0 million, or .9% of sales, the prior year. Primary earnings per common share rose from $.33 last year to $.50 this year. FINANCIAL CONDITION LIQUIDITY AND CAPITAL RESOURCES OPERATING ACTIVITIES Net cash provided by operating activities for the six month period ended March 30, 1996 totalled $13.6 million. Net income for the period was $9.2 million and depreciation and amortization expense was $15.8 million. Inventory increased $5.4 million, receivables increased $2.7 million, accounts payable and accrued expenses decreased $2.4 million, the receipt of advanced payments on purchases contracts was $2.0 million, recognition of advance payments on purchases contracts was $1.2 million and gains on the disposals of property and equipment were $1.5 million. The increase in inventory occurred at both store and warehouse levels and is the result of two new store openings, four store expansions, remodels and/or replacements, an expanded warehouse facility, increased variety and the Company's desire to maintain inventory levels to support increased sales volume. The increase in receivables is primarily the result of an increase in rebates and allowances due from suppliers. The decrease in accounts payable and accrued expenses was principally due to a decrease in property, payroll and other taxes payable ($.6 million), a decrease in salaries, wages and bonuses payable ($1.5 million) and a decrease in miscellaneous other payables ($2.1 million) partially offset by an increase in accounts payable trade ($1.4 million). INVESTING ACTIVITIES Net cash used by investing activities - primarily expenditures for capital assets - during the period was $49.0 million. The Company's capital expenditure program was devoted primarily to obtaining land for new store locations, the construction of new facilities, including the expansion of the existing warehouse facility, the renovation, modernization and/or expansion of existing stores and the installation of electronic scanning systems in fifteen stores. A portion of these expenditures were for new stores, store expansions, remodels and/or replacements expected to become operational in fiscal 1997. 15
16 FINANCING ACTIVITIES Net cash provided by financing activities totalled $38.7 million. Proceeds from the issuance of long-term debt aggregated $48.7 million. The proceeds of this debt were used to reduce short-term borrowings outstanding under existing bank lines of credit. Additional short-term debt was subsequently incurred to pay for capital expenditures and for general corporate purposes. Proceeds from short-term borrowings, net were $21.0 million. Principal payments on long-term debt were $26.7 million. The Company paid cash dividends of $5.5 million. FINANCIAL STRENGTH At March 30, 1996, the Company remained in sound financial condition. Total assets were $658.8 million and stockholders' equity was $169.0 million, compared with $611.8 million and $163.8 million, respectively, at year-end, September 30, 1995. Favorable inventory turnover rates (cost of sales/inventory on an annualized basis) in 1996 of 9.1 helped generate cash flow from operations. Return on assets (net income/total assets annualized) increased from 2.1% in 1995 to 2.8% in 1996. Return on investment (net income/average stockholders' equity annualized) improved from 7.6% in fiscal 1995 to 11.0% in fiscal 1996. CAPITAL REQUIREMENTS The Company's store expansion, remodeling and/or replacement plans are continually reviewed and are subject to change. The Company's ability to open new stores is subject to several factors, including the acquisition of satisfactory sites and the successful negotiation of new leases, and may be limited by zoning and other governmental regulation. During the period ended March 30, 1996, two new stores were opened and four older stores were expanded, remodeled and/or replaced. During the balance of fiscal 1996, the Company expects to open six new stores and expand, remodel and/or replace three existing stores. In addition, the Company plans minor remodels ("face-lifts") at seven existing store locations. Additional capital expenditures will be made to: (1) upgrade and replace existing store equipment, (2) install electronic scanning systems in new and existing stores and (3) secure sites for future store expansion. Fiscal 1996 capital expenditures, in the aggregate, are expected to be approximately $75 million to $80 million. Some of the expenditures that will be incurred toward fiscal year-end will relate to assets that will be placed in service in fiscal 1997. FINANCIAL RESOURCES At March 30, 1996, the Company had lines of credit with six banks totalling $106 million; of this amount $42 million was unused. 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 had unencumbered property with a net book value of approximately $230 million which is available to collateralize additional debt. 16
17 During April 1996, the Company obtained a $10.0 million loan from a bank under a previously existing long-term line of credit expiring May 1997 with a rate of interest at LIBOR plus a specified margin. On May 7, 1996, the Company obtained a commitment for a five year loan in the amount of $10.0 million from a bank at an interest rate fixed at 1.85% over the 5-year U.S. Treasury bill rate. The proceeds of these loans were or will be used to reduce short-term borrowings outstanding at March 30, 1996. The Company believes, based on its current results of operations and financial condition, that the financial resources available, including amounts available under long-term financing arrangements, existing bank lines of credit and internally generated funds, will be sufficient to meet planned capital expenditures and working capital requirements for the foreseeable future, including any debt servicing required by additional borrowings. The Company believes that its current expansion, remodel and/or replacement program will not have a material adverse effect on the availability of these financial resources or on the sufficiency of these resources for the purpose described. There can be no assurance, however, that the Company's results of operations and financial condition will not change in the future based on a number of intangible factors. These factors may include, among others, increased competition, changing regional and national economic conditions, adverse climatic conditions affecting food production and delivery and changing demographics. In addition, for such reasons, there can be no assurance that the results of operations from the expanded, remodeled and/or replacement stores will meet or exceed the results of operations from existing stores. QUARTERLY CASH DIVIDENDS At their quarterly meeting on December 3, 1993, the Company's Board of Directors voted to increase the Company's regular quarterly cash dividends 100%. Effective with dividends paid December 27, 1993, the dividends were increased from $.0825 (eight and one-quarter cents) per share on Class A Common Stock to $.165 (sixteen and one-half cents) per share and from $.075 (seven and one-half cents) per share on Class B Common Stock to $.15 (fifteen cents) per share for an annual rate of $.66 and $.60 per share, respectively. The Company expects to continue the payment of regular dividends on a quarterly basis at the rates approved December 3, 1993. The Board of Directors, however, reconsiders the declaration of dividends periodically, and there can be no assurance as to the declaration of or the amount of dividends to be paid. The payment of dividends is subject to the discretion of the Board of Directors and will depend upon the results of operations, the financial condition of the Company and other factors which the Board of Directors deems relevant. INSURANCE The Company maintains general liability, automobile and excess liability coverages. The Company carries $10 million liability insurance coverage on four aircraft used in its business. The Company carries casualty insurance only on those properties where it is required to do so. Because of the sharp escalation in the cost of insurance, the Company has elected to self-insure certain other costs representing approximately 71% 17
18 of the total cost of insurance. Risks and uncertainties are associated with self-insurance; however, the Company has limited its exposure by maintaining excess liability coverages. 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. 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, with a maximum per occurrence of $350,000 for workers' compensation and up to a maximum of $150,000 per covered person for medical care benefits for a policy year. The Company is insured for covered costs in excess of these limits. Insurance expense, as a percentage of sales, for the six month period ended March 30, 1996, decreased .07%. IMPACT OF INFLATION Inflation in food prices continues to be lower than the overall increase in the Consumer Price Index. Ingles primary costs, inventory and labor, increase with inflation. Recovery of these costs is dependent on improved operating efficiencies and, to the extent possible, improved gross margins. IMPACT OF SFAS 121 AND SFAS 123 The Financial Accounting Standards Board issued new standards (SFAS 121), "Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to be Disposed Of" and (SFAS 123), "Accounting for Stock-based Compensation" effective for the fiscal year ending September 1997. The effect of adopting the standards has not been determined. 18
19 Part II. Other Information. Item 4. Submission of Matters to a Vote of Security Holders The Annual Meeting of Stockholders of Ingles Markets, Incorporated was held Tuesday, February 20, 1996. Matters submitted to a vote of the stockholders at this meeting were as follows: (1) Election of eight directors for the ensuing year. John O. Pollard and J. Alton Wingate were elected by the holders of Class A Common Stock by the following vote: (a) Mr. Pollard: 3,931,952 votes for, 178,616 votes withheld, 0 abstentions and 0 broker nonvotes and (b) Mr. Wingate: 3,938,508 votes for, 172,260 votes withheld, 0 abstentions and 0 broker nonvotes. Robert P. Ingle, Landy B. Laney, Anthony S. Federico, Jack R. Ferguson, Vaughn C. Fisher and Ralph H. Gardner were elected by the holders of Class B Common Stock by the following vote: (a) Mr. Ingle: 13,072,335 votes for, 0 votes withheld, 0 abstentions and 0 broker nonvotes and (b) Mr Laney: 13,072,260 votes for, 75 votes withheld, 0 abstentions and 0 broker nonvotes and (c) Mr. Federico: 13,072,110 votes for, 225 votes withheld, 0 abstentions and 0 broker nonvotes and (d) Mr. Ferguson: 13,072,335 votes for, 0 votes withheld, 0 abstentions and 0 broker nonvotes and (e) Mr. Fisher: 13,071,135 votes for, 1,200 votes withheld, 0 abstentions and 0 broker nonvotes and (f) Mr. Gardner: 13,072,335 votes for, 0 votes withheld, 0 abstentions and 0 broker nonvotes. (2) The Amended and Restated Ingles Markets, Incorporated 1991 Nonqualified Stock Option Plan was adopted and approved by the following vote. Holders of Class A Common Stock: 3,560,218 votes for, 160,247 against, 62,004 abstentions and 0 broker nonvotes. Holders of Class B Common Stock (10 votes per share): 13,066,635 shares voting for, 0 shares voting against, 5,700 shares abstaining and 328,299 broker nonvotes. (3) The Amended and Restated Stock Option Agreement between the Company and Robert P. Ingle, Chairman of the Board of Directors and Chief Executive Officer of the Company, effective as of July 21, 1993 was adopted and approved by the following vote. Holders of Class A Common Stock: 3,675,786 votes for, 259,025 votes against, 56,878 abstentions and 0 broker nonvotes. Holders of Class B Common Stock (10 votes per share): 13,066,835 shares voting for, 75 shares voting against, 5,425 shares abstaining and 119,079 broker nonvotes. (4) The Amended and Restated Stock Option Agreement between the Company and Landy B. Laney, President and Chief Operating Officer of the Company, effective as of July 21, 1993 was adopted and approved by the following vote. Holders of Class A Common Stock: 3,672,891 votes for, 264,058 votes against, 54,740 abstentions and 0 broker nonvotes. Holders of Class B Common Stock (10 votes per share): 13,066,835 shares voting for, 75 shares voting against, 5,425 shares abstaining and 119,079 broker nonvotes. (5) The Stock Option Agreement between the Company and Edward J. Kolodzieski, Vice President-Strategic Planning of the Company, 19
20 dated as of August 2, 1995 was adopted and approved by the following vote. Holders of Class A Common Stock: 3,777,083 votes for, 155,028 votes against, 59,878 abstentions and 0 broker nonvotes. Holders of Class B Common Stock (10 votes per share): 13,066,610 shares voting for, 300 shares voting against, 5,425 shares abstaining and 119,079 broker nonvotes. Item 6. Exhibits and Reports on Form 8-K (a) The following exhibit is filed as part of this report. The exhibit number refers to Item 601 of Regulation S-K. Exhibit 11 - Computation of Earnings Per Common Share. Exhibit 27 - Financial Data Schedule (for SEC use only) (b) Reports on Form 8-K. There were no reports on Form 8-K filed for the quarter ended March 30, 1996. 20
21 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused the report to be signed on its behalf by the undersigned thereunto duly authorized. INGLES MARKETS, INCORPORATED Date: May 13, 1996 /s/ Robert P. Ingle ---------------------------- Robert P. Ingle Chairman of the Board and Chief Executive Officer Date: May 13, 1996 /s/ Jack R. Ferguson ---------------------------- Jack R. Ferguson Vice President-Finance and Chief Financial Officer 21