IMKTA — INGLES MARKETS INC SEC Filings

What Changed

Risk factors · Dec 27, 2024 → Nov 26, 2025

22 added · 34 removed between the two most recent 10-Ks. The risks a company starts — or stops — disclosing are often the story.

Newly disclosed

.” 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 Annual Report on Form 10-K. 24 Quarterly Cash Dividends Since December 27, 1993, the Company has paid regular quarterly cash dividends of $0.165 per share on its Class A Common Stock and $0.15 per share on its Class B Common Stock for an annual rate of $0.66 and $0.60 per share, respectively.
The Company adopted this guidance for the fiscal year ended September 27, 2025 and determined that the impact was not material to the Company’s consolidated financial statements.
This required an increased extent of effort when performing procedures to evaluate whether the vendor allowances were recorded in accordance with the terms of the vendor agreements. ‎ 31 How the Critical Audit Matter Was Addressed in the Audit Our audit procedures related to whether vendor allowances were recorded in accordance with the terms of the vendor agreements included the following, among others: • We tested the operating effectiveness of controls over vendor allowances, including management’s controls over the accrual and recording of vendor allowances as a reduction to the cost of inventory, cost of sales, or advertising expense in accordance with the terms of the vendor agreements. • We performed detailed testing on vendor allowance transactions and tested for the appropriateness of recorded reductions to inventory, cost of sales or advertising expense. • We performed detailed testing and sent confirmations to vendors to test the completeness of programs as well as the accuracy of amounts earned and terms of the agreement directly with the vendor. /s/ DELOITTE & TOUCHE LLP Charlotte, North Carolina November 26, 2025 We have served as the Company's auditor since 2012. 32 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Stockholders and the Board of Directors of Ingles Markets, Incorporated Opinion on Internal Control over Financial Reporting We have audited the internal control over financial reporting of Ingles Markets, Incorporated and subsidiaries (the “Company”) as of September 27, 2025, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).
In September 2025, the FASB issued ASU 2025-06, Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software, which modernizes the accounting for internal-use software costs by removing all references to prescriptive and sequential software development stages.
Significant components of the Company’s deferred tax liabilities and assets were as follows: 2025 2024 Deferred tax liabilities: Property and equipment tax/book differences $ 83,050,000 $ 81,318,000 Interest rate swaps 1,799,000 2,173,000 Property tax method 1,860,000 1,324,000 Section 481a adjustment 1,164,000 — Right of use asset 6,641,000 7,350,000 Total deferred tax liabilities 94,514,000 92,165,000 Deferred tax assets: Insurance reserves 6,000,000 4,929,000 Advance payments on purchases contracts 986,000 746,000 Vacation accrual 2,178,000 1,959,000 Inventory 688,000 1,566,000 Deferred compensation 7,824,000 6,986,000 Lease liability 7,010,000 7,868,000 Other 4,788,000 4,344,000 Total deferred tax assets 29,474,000 28,398,000 Net deferred tax liabilities $ 65,040,000 $ 63,767,000 Refundable current income taxes totaling $ 3.0 million and $ 16.9 million at September 27, 2025 and September 28, 2024, respectively, are included in the line item “Other current assets” on the Consolidated Balance Sheets. 41 Income Tax Expense - Income tax expense differs from the amounts computed by applying the statutory federal rates to income before income taxes.
Property Held for Lease and Rental Income At September 27, 2025, the Company owned and operated 101 shopping centers in conjunction with its supermarket operations, which includes one of the three stores that remains temporarily closed due to its location in a shopping center that remains closed as a result of damage sustained during Hurricane Helene which is located in a shopping center.
Year Ended September 27, 2025 Class A Class B Numerator: Allocated net income Net income allocated, basic $ 65,410,575 $ 18,181,926 Conversion of Class B to Class A shares 18,181,926 — Net income allocated, diluted $ 83,592,501 $ 18,181,926 Denominator: Weighted average shares outstanding Weighted average shares outstanding, basic 14,546,620 4,447,756 Conversion of Class B to Class A shares 4,447,756 — Weighted average shares outstanding, diluted 18,994,376 4,447,756 Earnings per share Basic $ 4.50 $ 4.09 Diluted $ 4.40 $ 4.09 Year Ended Year Ended September 28, 2024 September 30, 2023 Class A Class B Class A Class B Numerator: Allocated net income Net income allocated, basic $ 82,518,040 $ 23,023,261 $ 163,599,005 $ 47,212,954 Conversion of Class B to Class A shares 23,023,261 — 47,212,954 — Net income allocated, diluted $ 105,541,301 $ 23,023,261 $ 210,811,959 $ 47,212,954 Denominator: Weighted average ‎ shares outstanding Weighted average shares outstanding, basic 14,534,479 4,459,897 14,417,916 4,576,460 Conversion of Class B to Class A shares 4,459,897 — 4,576,460 — Weighted average shares outstanding, diluted 18,994,376 4,459,897 18,994,376 4,576,460 Earnings per share Basic $ 5.68 $ 5.16 $ 11.35 $ 10.32 Diluted $ 5.56 $ 5.16 $ 11.10 $ 10.32 10.
The ASU is effective for annual and interim reporting periods beginning after December 15, 2027, and can be applied prospectively, retrospectively, or using a modified transition method, with early adoption permitted.
(iv) the Consolidated Statements of Changes in Stockholders’ Equity; and (v) the Notes to the Consolidated Financial Statements. 104 * Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101). ___________________________________ * Filed herewith. ** Furnished herewith. † Management contract or compensatory plan arrangement. + Pursuant to Item 601(a)(5) of Regulation S-K, schedules and similar attachments to this exhibit have been omitted because they do not contain information material to an investment or voting decision and such information is not otherwise disclosed in such exhibit.
The new standard requires entities to consider whether significant development uncertainty has been resolved before starting to capitalize software costs and aligns disclosure requirements with ASC 360, Property, Plant, and Equipment.
Our remaining operations -- fluid dairy and shopping center rentals do not meet either the quantitative and qualitative criteria as defined under ASC 280, Segment Reporting.
A claim made by the Company under that policy was made and the Company has received $ 4.7 million and is in the process of working with insurers on the remaining claim.

No longer disclosed

How the Critical Audit Matter Was Addressed in the Audit Our audit procedures related to whether the inventory impairment loss was recorded accurately included the following, among others: • We tested the operating effectiveness of controls over the Company’s process to identify locations impacted by Helene and the related impairment loss. • We tested the recorded impairment loss using substantive analytical procedures. • We performed detailed testing to evaluate extent of damage to locations, including performing certain physical observations. /s/ DELOITTE & TOUCHE LLP Charlotte, North Carolina December 27, 2024 We have served as the Company's auditor since 2012. 31 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Stockholders and the Board of Directors of Ingles Markets, Incorporated Opinion on Internal Control over Financial Reporting We have audited the internal control over financial reporting of Ingles Markets, Incorporated and subsidiaries (the “Company”) as of September 28, 2024, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).
.” 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 Annual Report on Form 10-K.
Income from operations for the primary business segment, retail grocery sales, includes the charges for impairment losses from Hurricane Helene of $ 34.9 million.
Significant components of the Company’s deferred tax liabilities and assets were as follows: 2024 2023 Deferred tax liabilities: Property and equipment tax/book differences $ 81,318,000 $ 78,008,000 Interest rate swaps 2,173,000 4,278,000 Property tax method 1,324,000 1,462,000 Right of use asset 7,350,000 — Total deferred tax liabilities 92,165,000 83,748,000 Deferred tax assets: Insurance reserves 4,929,000 5,115,000 Advance payments on purchases contracts 746,000 731,000 Vacation accrual 1,959,000 1,724,000 Inventory 1,566,000 1,777,000 Deferred compensation 6,986,000 5,282,000 Lease liability 7,868,000 — Other 4,344,000 1,932,000 Total deferred tax assets 28,398,000 16,561,000 Net deferred tax liabilities $ 63,767,000 $ 67,187,000 Refundable current income taxes totaling $ 16.9 million and $ 8.0 million at September 28, 2024 and September 30, 2023, respectively are included in the line item “Other current assets” on the Consolidated Balance Sheets.

INGLES MARKETS INC

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