Ingles Markets Incorporated filed SEC Form 8-K: Results of Operations and Financial Condition, Material Impairments, Regulation FD Disclosure, Financial Statements and Exhibits

false 0000050493 0000050493 2024-10-28 2024-10-28

 

 

 

 

 

 

(Exact name of registrant as specified in its charter)

 

 

 

 

 

 

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

 

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

 

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

 

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

 

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

 

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

 

 

 

 

 

On October 29, 2024, Ingles Markets, Incorporated, a North Carolina corporation (the “Company”, “we”, “us” or “our”), issued a press release announcing certain preliminary financial information with respect to its fiscal quarter and year ended September 28, 2024. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and incorporated by reference in this Item 2.02.

 

 

On October 28, 2024, the Company determined that, as a result of the impact of Hurricane Helene, which caused record flooding and devastation to western North Carolina and the surrounding areas, the Company would be required to record a material charge for impairment under U.S. generally accepted accounting principles. Currently, the Company estimates that it will record a charge of between $35.0 to $55.0 million, before the application of any insurance recovery, due to the loss of inventory and property. The Company currently expects that approximately $10.0 to $15.0 million of the loss will be reimbursed by insurance, which would reduce the amount of the impairment charge. This impairment charge will be reflected in the Company’s results of operation for the year ended September 28, 2024. Due to the complexity and preliminary nature of the information currently available to us, the ultimate financial impact may differ materially from our current estimates contained in this Item 2.06 of this Current Report on Form 8-K. The Company cannot currently estimate in good faith the amount or range of amounts of the impairment charge that will result in future cash expenditures. In accordance with Item 2.06 of Form 8-K, the Company will file an amendment to this Current Report on Form 8-K after it makes a determination of such an estimate or range of estimates.

 

 

This Current Report on Form 8-K includes certain “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements may address, among other things, our expected financial and operational results and the related assumptions underlying our expected results. These forward-looking statements are distinguished by use of words such as “anticipate,” “aim,” “believe,” “continue,” “could,” “estimate,” “expect,” “intends,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “will,” “would” and the negative of these terms, and similar references to future periods. These statements are based on management’s current expectations and are subject to uncertainty and changes in circumstances. Actual results may differ materially from these expectations due to, among other things: business and economic conditions generally in the Company’s operating area, including inflation or deflation; shortages of labor, distribution capacity, and some product shortages; inflation in food, labor and gasoline prices; the impact of weather-related events and natural disasters; the Company’s ability to successfully implement our expansion and operating strategies; pricing pressures and other competitive factors, including online-based procurement of products the Company sells; sudden or significant changes in the availability of gasoline and retail gasoline prices; the maturation of new and expanded stores; general concerns about food safety; the Company’s ability to manage technology and data security; the availability and terms of financing; and increases in costs, including food, utilities, labor and other goods and services significant to the Company’s operations. Detailed information about these factors and additional important factors can be found in the documents that the Company files with the Securities and Exchange Commission, such as Form 10-K, Form 10-Q and Form 8-K. Forward-looking statements speak only as of the date the statements were made. The Company does not undertake an obligation to update forward-looking information, except to the extent required by applicable law.

 

 

The information contained in Item 2.02 of this Current Report on Form 8-K is incorporated by reference in this Item 7.01.

 

The information contained in Items 2.02 and 7.01 of this Current Report on Form 8-K, including Exhibit 99.1 furnished herewith, is being furnished and shall not be deemed “filed” for any purpose, including for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section and shall not be deemed incorporated by reference into any filing under the Exchange Act or the Securities Act of 1933, as amended, regardless of any general incorporation language in such filing, except to the extent expressly stated in such filing.

 

 

 

 

 

 

 

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