10-Q 1 imkt-20150627x10q.htm 10-Q 20150627 Q3 10Q

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON,  D.C. 20549 

 

 

 

FORM 10-Q

 

 

 

        QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the quarterly period ended June 27, 2015

 

         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 of

incorporation or organization)

 

(I.R.S. Employer

Identification No.)

 

P.O. Box 6676,  Asheville NC

 

28816

(Address of principal executive offices)

 

(Zip Code)

 

 

(828) 669-2941

Registrant’s telephone number, including area code

 

 

 

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     No .

 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes     No . 

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company.  See definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.  (Check one):

 

Large accelerated filer

Accelerated filer

Non-accelerated filer (Do not check if a smaller reporting company.)

Smaller reporting company

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes No .

  

As of August 3, 2015, the Registrant had 13,817,351 shares of Class A Common Stock, $0.05 par value per share, outstanding and 6,442,425 shares of Class B Common Stock, $0.05 par value per share, outstanding.

 

 

1

 


 

 

INGLES MARKETS, INCORPORATED

 

INDEX

 

 

 

 

 

 

 

 

  

Page

No.

 

Part I — Financial Information

  

 

 

 

    Item 1. Financial Statements (Unaudited)

  

 

 

 

Condensed Consolidated Balance Sheets as of June 27,  2015 and September 27, 2014 

  

 

 

Condensed Consolidated Statements of Income for the

  

 

Three Months Ended June 27,  2015 and June 28,  2014

  

Nine Months Ended June 27,  2015 and June 28,  2014

  

 

 

Condensed Consolidated Statements of Changes in Stockholders’ Equity for the Nine Months Ended June 27,  2015 and June 28,  2014

  

 

 

Condensed Consolidated Statements of Cash Flows for the Nine Months Ended June 27,  2015 and June 28,  2014

  

 

 

Notes to Unaudited Interim Financial Statements

  

 

 

    Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

  

14 

 

 

    Item 3. Quantitative and Qualitative Disclosures About Market Risk

  

22 

 

 

   Item 4. Controls and Procedures

 

22 

 

 

Part II – Other Information

  

 

 

 

 

    Item 6. Exhibits

  

23 

 

 

Signatures

  

25 

 

2

 


 

Part I. FINANCIAL INFORMATION

Item 1. FINANCIAL STATEMENTS 

 

INGLES MARKETS, INCORPORATED AND SUBSIDIARIES 

 

CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

June 27,

 

September 27,

 

2015

 

2014

ASSETS

  

 

  

 

 

Current Assets:

  

 

  

 

 

Cash and cash equivalents

$

8,643,246 

 

$

8,613,628 

Receivables - net

  

68,362,732 

  

 

60,991,062 

Inventories

  

334,921,157 

  

 

329,523,604 

Other current assets

  

17,907,092 

  

 

14,789,004 

Total Current Assets

  

429,834,227 

  

 

413,917,298 

Property and Equipment – Net

  

1,207,630,939 

  

 

1,218,607,029 

Other Assets

  

28,214,254 

  

 

24,427,237 

Total Assets

$

1,665,679,420 

  

$

1,656,951,564 

 

  

 

  

 

 

LIABILITIES AND STOCKHOLDERS’ EQUITY

  

 

  

 

 

Current Liabilities:

  

 

  

 

 

Current portion of long-term debt

$

13,982,602 

  

$

12,488,400 

Accounts payable - trade

 

163,990,467 

 

 

167,314,891 

Accrued expenses and current portion of other long-term liabilities

  

59,416,064 

  

 

70,944,728 

Total Current Liabilities

  

237,389,133 

  

 

250,748,019 

Deferred Income Taxes

  

73,218,000 

  

 

70,040,000 

Long-Term Debt

  

904,185,737 

  

 

924,771,343 

Other Long-Term Liabilities

  

34,897,858 

  

 

28,790,035 

Total Liabilities

  

1,249,690,728 

  

 

1,274,349,397 

Stockholders’ Equity

  

 

  

 

 

Preferred stock, $0.05 par value; 10,000,000 shares authorized; no shares issued

  

 —

  

 

 —

Common stocks:

  

 

  

 

 

Class A, $0.05 par value; 150,000,000 shares authorized; 13,813,451 shares issued and outstanding June 27, 2015; 13,540,333 shares issued and outstanding at September 27, 2014

  

690,673 

 

 

677,017 

Class B, convertible to Class A, $0.05 par value; 100,000,000 shares authorized; 6,446,325 shares issued and outstanding June 27, 2015; 6,719,443 shares issued and outstanding at September 27, 2014

  

322,316 

 

 

335,972 

Paid-in capital in excess of par value

  

12,311,249 

 

 

12,311,249 

Retained earnings

  

402,664,454 

 

 

369,277,929 

Total Stockholders’ Equity

  

415,988,692 

 

 

382,602,167 

Total Liabilities and Stockholders’ Equity

$

1,665,679,420 

 

$

1,656,951,564 

 

See notes to unaudited condensed consolidated financial statements.

3

 


 

INGLES MARKETS, INCORPORATED AND SUBSIDIARIES 

 

CONDENSED CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Three Months Ended

 

 

June 27,

 

June 28,

 

 

2015

 

2014

 

 

 

 

 

 

 

Net sales

 

$

945,974,494 

 

$

978,261,998 

Cost of goods sold

 

  

723,810,548 

 

  

763,110,952 

Gross profit

 

  

222,163,946 

 

  

215,151,046 

Operating and administrative expenses

 

  

190,730,349 

 

  

182,718,535 

(Loss) gain from sale or disposal of assets

 

  

(318,664)

 

  

927,851 

Income from operations

 

  

31,114,933 

 

  

33,360,362 

Other income, net

 

  

522,876 

 

  

671,320 

Interest expense

 

  

10,583,124 

 

  

11,568,452 

Income before income taxes

 

  

21,054,685 

 

  

22,463,230 

Income tax expense

 

  

7,278,000 

 

 

8,629,000 

Net income

 

$

13,776,685 

 

$

13,834,230 

 

 

  

 

 

  

 

Per share amounts:

 

  

 

 

  

 

Class A Common Stock

 

 

 

 

 

 

Basic earnings  per common share

 

$

0.70 

 

$

0.63 

Diluted earnings  per common share

 

$

0.68 

 

$

0.61 

Class B Common Stock

 

 

 

 

 

 

Basic earnings  per common share

 

$

0.63 

 

$

0.57 

Diluted earnings  per common share

 

$

0.63 

 

$

0.57 

Cash dividends per common share

 

 

 

 

 

 

Class A Common Stock

 

$

0.165 

 

$

0.165 

Class B Common Stock

 

$

0.150 

 

$

0.150 

 

 

See notes to unaudited condensed consolidated financial statements.

4

 


 

INGLES MARKETS, INCORPORATED AND SUBSIDIARIES 

 

CONDENSED CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Nine Months Ended

 

 

June 27,

 

June 28,

 

 

2015

 

2014

 

 

 

 

 

 

 

Net sales

 

$

2,825,806,017 

 

$

2,871,147,455 

Cost of goods sold

 

  

2,160,558,522 

 

  

2,246,366,795 

Gross profit

 

  

665,247,495 

 

  

624,780,660 

Operating and administrative expenses

 

  

563,287,200 

 

  

538,551,319 

Gain from sale or disposal of assets

 

  

320,340 

 

  

1,136,008 

Income from operations

 

  

102,280,635 

 

  

87,365,349 

Other income, net

 

  

1,649,603 

 

  

2,249,183 

Interest expense

 

  

34,184,004 

 

  

35,049,245 

Income before income taxes

 

  

69,746,234 

 

  

54,565,287 

Income tax expense

 

  

26,629,000 

 

 

20,743,000 

Net income

 

$

43,117,234 

 

$

33,822,287 

 

 

  

 

 

  

 

Per share amounts:

 

  

 

 

  

 

Class A Common Stock

 

 

 

 

 

 

Basic earnings per common share

 

$

2.19 

 

$

1.54 

Diluted earnings per common share

 

$

2.13 

 

$

1.49 

Class B Common Stock

 

 

 

 

 

 

Basic earnings per common share

 

$

1.99 

 

$

1.40 

Diluted earnings per common share

 

$

1.99 

 

$

1.40 

Cash dividends per common share

 

 

 

 

 

 

Class A Common Stock

 

$

0.495 

 

$

0.495 

Class B Common Stock

 

$

0.450 

 

$

0.450 

 

 

See notes to unaudited condensed consolidated financial statements.

 

5

 


 

INGLES MARKETS, INCORPORATED AND SUBSIDIARIES 

 

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY (UNAUDITED)

 

NINE MONTHS ENDED JUNE 27,  2015 AND JUNE 28,  2014 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Paid-in

  

 

 

 

 

 

 

 

Class A

 

Class B

 

Capital in

 

 

 

 

 

 

 

 

Common Stock

 

Common Stock

 

Excess of

 

Retained

 

 

 

 

  

Shares

  

Amount

 

Shares

 

Amount

 

Par Value

  

Earnings

 

Total

 

  

 

  

 

 

 

 

 

 

 

 

 

 

  

 

 

 

 

 

Balance, September 28, 2013

 

13,437,975 

  

$

671,899 

 

9,321,801 

 

$

466,090 

 

$

77,186,249 

 

$

332,315,037 

 

$

410,639,275 

Net income

 

 —

 

 

 —

 

 —

 

 

 —

 

 

 —

 

 

33,822,287 

 

 

33,822,287 

Cash dividends

 

 —

 

 

 —

 

 —

 

 

 —

 

 

 —

 

 

(10,847,800)

 

 

(10,847,800)

Common stock conversions

 

81,658 

 

 

4,083 

 

(81,658)

 

 

(4,083)

 

 

 —

 

 

 —

 

 

 —

Balance, June 28, 2014

 

13,519,633 

 

$

675,982 

 

9,240,143 

 

$

462,007 

 

$

77,186,249 

 

$

355,289,524 

 

$

433,613,762 

Balance, September 27, 2014

 

13,540,333 

  

$

677,017 

 

6,719,443 

 

$

335,972 

 

$

12,311,249 

 

$

369,277,929 

 

$

382,602,167 

Net income

 

 —

 

 

 —

 

 —

 

 

 —

 

 

 —

 

 

43,117,234 

 

 

43,117,234 

Cash dividends

 

 —

 

 

 —

 

 —

 

 

 —

 

 

 —

 

 

(9,730,709)

 

 

(9,730,709)

Common stock conversions

 

273,118 

 

 

13,656 

 

(273,118)

 

 

(13,656)

 

 

 —

 

 

 —

 

 

 —

Balance, June 27, 2015

 

13,813,451 

 

$

690,673 

 

6,446,325 

 

$

322,316 

 

$

12,311,249 

 

$

402,664,454 

 

$

415,988,692 

 

 

See notes to unaudited condensed consolidated financial statements.

6

 


 

INGLES MARKETS, INCORPORATED AND SUBSIDIARIES 

 

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)  

 

 

 

 

 

 

 

 

 

  

 

 

 

 

 

 

 

Nine Months Ended

 

  

June 27,

 

June 28,

 

 

2015

 

2014

Cash Flows from Operating Activities:

  

 

 

 

 

 

Net income

  

$

43,117,234 

 

$

33,822,287 

Adjustments to reconcile net income to net cash provided by operating activities:

  

 

 

 

 

 

Depreciation and amortization expense

 

 

76,745,947 

 

 

72,845,281 

Gain from sale or disposal of assets

 

 

(320,340)

 

 

(1,136,008)

Receipt of advance payments on purchases contracts

  

 

3,560,751 

 

 

2,518,662 

Recognition of advance payments on purchases contracts

  

 

(3,222,415)

 

 

(2,455,180)

Deferred income taxes

  

 

3,178,000 

 

 

(15,362,000)

Changes in operating assets and liabilities:

 

 

 

 

 

 

Receivables

  

 

(6,253,362)

 

 

(5,332,129)

Inventory

  

 

(5,397,552)

 

 

(7,392,711)

Other assets

 

 

(3,183,166)

 

 

10,950,772 

Accounts payable and accrued expenses

 

 

(7,073,839)

 

 

(14,443,183)

Net Cash Provided by Operating Activities

  

 

101,151,258 

 

 

74,015,791 

Cash Flows from Investing Activities:

  

 

 

 

 

 

Proceeds from sales of property and equipment

  

 

1,224,645 

 

 

278,166 

Capital expenditures

  

 

(73,524,173)

 

 

(73,095,891)

Net Cash Used by Investing Activities

  

 

(72,299,528)

 

 

(72,817,725)

Cash Flows from Financing Activities:

  

 

 

 

 

 

Proceeds from short-term borrowings

 

 

579,129,600 

 

 

327,226,731 

Payments on short-term borrowings

 

 

(587,750,633)

 

 

(327,226,731)

Proceeds from other long-term borrowings

 

 

 —

 

 

14,000,000 

Principal payments on long-term borrowings

  

 

(10,470,370)

 

 

(17,169,242)

Dividends paid

  

 

(9,730,709)

 

 

(10,847,800)

Net Cash Used by Financing Activities

  

 

(28,822,112)

 

 

(14,017,042)

Net Increase (Decrease) in Cash and Cash Equivalents

  

 

29,618 

 

 

(12,818,976)

Cash and cash equivalents at beginning of period

  

 

8,613,628 

 

 

16,844,007 

Cash and Cash Equivalents at End of Period

  

$

8,643,246 

 

$

4,025,031 

 

 

See notes to unaudited condensed consolidated financial statements.

7

 


 

INGLES MARKETS, INCORPORATED AND SUBSIDIARIES

 

NOTES TO UNAUDITED INTERIM FINANCIAL STATEMENTS 

Nine Months Ended June 27,  2015 and June 28,  2014 

 

A. BASIS OF PREPARATION

 

In the opinion of management, the accompanying unaudited interim financial statements contain all adjustments necessary to present fairly the financial position of Ingles Markets, Incorporated and Subsidiaries (the Company)  as of June 27,  2015, the results of operations for the three-month and nine-month periods ended June 27,  2015 and June 28,  2014, and the changes in stockholders’ equity and cash flows for the nine-month periods ended June 27,  2015 and June 28,  2014. 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 accounting principles generally accepted in the United States 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 Annual Report on Form 10-K for the year ended September 27,  2014 filed by the Company under the Securities Exchange Act of 1934 on December 16, 2014.  

 

The results of operations for the three-month and nine-month periods ended June 27,  2015 are not necessarily indicative of the results to be expected for the full fiscal year.

 

B. NEW ACCOUNTING PRONOUNCEMENTS

 

There were no new accounting standards adopted in the nine-month period ended June 27, 2015.

 

C. ALLOWANCE FOR DOUBTFUL ACCOUNTS

 

Receivables are presented net of an allowance for doubtful accounts of $606,000 at June 27, 2015 and $307,000 at September 27, 2014.  

 

D. INCOME TAXES

 

The Company’s effective tax rate differs from the federal statutory rate primarily as a result of state income taxes and tax credits.

 

The Company has unrecognized tax benefits and could also incur interest and penalties related to uncertain tax positions.  The amounts are not material and are not expected to significantly increase or decrease within the next twelve months.

 

The Company files income tax returns with federal and various state jurisdictions.  With few exceptions, the Company is no longer subject to federal and state income tax examinations by tax authorities for the years before 2011.  

 

E. ACCRUED EXPENSES AND CURRENT PORTION OF OTHER LONG-TERM LIABILITIES

 

Accrued expenses and current portion of other long-term liabilities consist of the following:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

  

June 27,

 

September 27,

 

 

2015

 

2014

Property, payroll and other taxes payable

  

$

14,721,659 

 

$

16,469,128 

Salaries, wages and bonuses payable

  

 

24,785,619 

 

  

25,514,842 

Self-insurance liabilities

  

 

14,413,349 

 

  

12,934,920 

Interest payable

 

 

2,593,078 

 

 

12,676,648 

Other

  

 

2,902,359 

 

  

3,349,190 

 

 

$

59,416,064 

 

$

70,944,728 

 

8

 


 

Self-insurance liabilities are established for general liability claims, workers’ compensation and employee group medical and dental benefits based on claims filed and estimates of claims incurred but not reported. The Company is insured for covered costs in excess of $750,000 per occurrence for workers’ compensation, $500,000 for general liability and $325,000 per covered person for medical care benefits for a policy year. At June 27, 2015 the Company’s self-insurance liabilities totaled $35.7 million.  Of this amount, $14.4 million is accounted for as a current liability and $21.3 million as a long-term liability, which is inclusive of $4.6 million of expected self-insurance recoveries from excess cost insurance or other sources that are recorded as a receivable at June 27, 2015.   

 

Employee insurance expense, including workers’ compensation and medical care benefits, net of employee contributions, totaled $9.6 million and $8.0 million for the three-month periods ended June 27, 2015 and June 28, 2014, respectively. For the nine-month periods ended June 27, 2015 and June 28, 2014, employee insurance expense, net of employee contributions, totaled $26.0 million and $20.0 million, respectively.

 

F. LONG-TERM DEBT

 

In June 2013, the Company issued $700.0 million aggregate principal amount of senior notes due in 2023 (the “Notes”) in a private placement.  The Notes bear an interest rate of 5.750% per annum and were issued at par. Note proceeds were used to repay $575.0 million aggregate principal amount of senior notes maturing in 2017,  $52.0 million of indebtedness outstanding under the Company’s line of credit, and to pay costs related to the offering of the Notes.  Remaining Note proceeds were used for general corporate purposes, including capital expenditures.  

 

 

The Company may redeem all or a portion of the Notes at any time on or after June 15, 2018 at the following redemption prices (expressed as percentages of the principal amount), if redeemed during the 12-month period beginning June 15 of the years indicated below:

 

 

 

 

 

Year

 

2018

102.875%

2019

101.917%

2020

100.958%

2021 and thereafter

100.000%

 

In connection with the offering of the Notes, the Company extended the maturity date of its $175.0 million line of credit from December 29, 2015 to June 12, 2018 and modified certain interest rate options and covenants.  At June 27, 2015, the Company had $21.3 million borrowings outstanding under the line of credit. 

 

The line of credit provides the Company with various interest rate options based on the prime rate, the Federal Funds Rate, or the London Interbank Offering Rate. The line allows the Company to issue up to $30.0 million in unused letters of credit, of which $11.0 million of unused letters of credit were issued at June 27, 2015.  The Company is not required to maintain compensating balances in connection with the line of credit.

 

On December 29, 2010, the Company completed the funding of $99.7 million of Recovery Zone Facility Bonds (the “Bonds”) for:  (A) acquisition, construction and equipping of an approximately 830,000 square foot new warehouse and distribution center located in Buncombe County, North Carolina (the “Project”), and (B) the payment of certain expenses incurred in connection with the issuance of the Bonds.  The final maturity date of the Bonds is January 1, 2036.

 

The Bonds were issued by the Buncombe County Industrial Facilities and Pollution Control Financing Authority and were purchased by certain financial institutions.  Under a Continuing Covenant and Collateral Agency Agreement (the “Covenant Agreement”) between the financial institutions and the Company, the financial institutions would hold the Bonds until January 2, 2018, subject to certain events.  Mandatory redemption of the Bonds by the Company in the annual amount of $4.5 million began on January 1, 2014

 

In connection with the offering of the Notes, the Company extended the maturity date of the Covenant Agreement from January 2, 2018 to June 30, 2021 and modified certain interest rate options and covenants. The Company may redeem the Bonds without penalty or premium at any time prior to June 30, 2021.

 

Interest earned by bondholders on the Bonds is exempt from Federal and North Carolina income taxation.  The interest rate on the Bonds is equal to one month LIBOR (adjusted monthly) plus a credit spread, adjusted to reflect the income tax exemption.

 

The Company’s obligation to repay the Bonds is collateralized by the Project.  Additional collateral was required in order to meet certain loan to value criteria in the Covenant Agreement.  The Covenant Agreement incorporates substantially all financial covenants included in the line of credit. 

 

9

 


 

The Notes, the Bonds and the line of credit contain provisions that under certain circumstances would permit lending institutions to terminate or withdraw their respective extensions of credit to the Company. Included among the triggering factors permitting the termination or withdrawal of the line of credit to the Company are certain events of default, including both monetary and non-monetary defaults, the initiation of bankruptcy or insolvency proceedings, and the failure of the Company to meet certain financial covenants designated in its respective loan documents. The Company was in compliance with all financial covenants related to the line of credit at June 27, 2015.

 

The Company’s long-term debt agreements generally have cross-default provisions which could result in the acceleration of payments due under the Company’s line of credit, Bond and Notes indenture in the event of default under any one instrument.

 

G. DIVIDENDS

 

The Company paid cash dividends of $0.165 for each share of Class A Common Stock and $0.15 for each share of Class B Common Stock on October 23, 2014 to stockholders of record on October 9, 2014.

 

The Company paid cash dividends of $0.165 for each share of Class A Common Stock and $0.15 for each share of Class B Common Stock on January 22, 2015 to stockholders of record on January 8, 2015.

 

The Company paid cash dividends of $0.165 for each share of Class A Common Stock and $0.15 for each share of Class B Common Stock on April 23, 2015 to stockholders of record on April 9, 2015.

 

For additional information regarding the dividend rights of the Class A Common Stock and Class B Common Stock, please see Note 8, “Stockholders’ Equity” to the Consolidated Financial Statements of the Annual Report on Form 10-K filed by the Company under the Securities Exchange Act of 1934 on December 16, 2014.

 

H. EARNINGS PER COMMON SHARE

 

The Company has two classes of common stock:  Class A which is publicly traded, and Class B, which has no public market.  The Class B Common Stock has restrictions on transfer; however, each share is convertible into one share of Class A Common Stock at any time.  Each share of Class A Common Stock has one vote per share and each share of Class B Common Stock has ten votes per share.  Each share of Class A Common Stock is entitled to receive cash dividends equal to 110% of any cash dividend paid on Class B Common Stock. 

 

The Company calculates earnings per share using the two-class method in accordance with FASB ASC Topic 260. 

 

The two-class method of computing basic earnings per share for each period reflects the cash dividends paid per share for each class of stock, plus the amount of allocated undistributed earnings per share computed using the participation percentage which reflects the dividend rights of each class of stock.  Diluted earnings per share is calculated assuming conversion of all shares of Class B Common Stock to shares of Class A Common Stock on a share-for-share basis.  The tables below reconcile the numerators and denominators of basic and diluted earnings per share for current and prior periods.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Three Months Ended

 

Nine Months Ended

 

 

June 27, 2015

 

June 27, 2015

 

 

Class A

 

Class B

 

Class A

 

Class B

Numerator: Allocated net income

 

 

               

 

 

 

 

 

 

 

 

 

Net income allocated, basic

 

$

9,646,468 

 

$

4,130,217 

 

$

29,934,820 

 

$

13,182,414 

Conversion of Class B to Class A shares

 

  

4,130,217 

 

 

 —

 

 

13,182,414 

 

 

 —

Net income allocated, diluted

 

$

13,776,685 

 

$

4,130,217 

 

$

43,117,234 

 

$

13,182,414 

 

 

  

 

 

 

 

 

 

 

 

 

 

Denominator: Weighted average shares outstanding

 

  

 

 

 

 

 

 

 

 

 

 

Weighted average shares outstanding, basic

 

  

13,777,019 

 

 

6,482,757 

 

 

13,657,699 

 

 

6,602,077 

Conversion of Class B to Class A shares

 

  

6,482,757 

 

 

 —

 

 

6,602,077 

 

 

 —

Weighted average shares outstanding, diluted

 

  

20,259,776 

 

 

6,482,757 

 

 

20,259,776 

 

 

6,602,077 

 

 

 

 

 

 

 

 

 

 

 

 

 

Earnings per share

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

$

0.70 

 

$

0.63 

 

$

2.19 

 

$

1.99 

Diluted

 

$

0.68 

 

$

0.63 

 

$

2.13 

 

$

1.99 

 

10

 


 

The per share amounts for the third quarter of fiscal 2014 and the nine months ended June 28, 2014 are based on the following amounts:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

  Three Months Ended

 

Nine Months Ended

 

 

June 28, 2014

 

June 28, 2014

 

 

Class A

 

Class B

 

Class A

 

Class B

Numerator: Allocated net income

 

 

 

 

 

 

 

 

 

 

 

 

Net income allocated, basic

 

$

8,527,374 

 

$

5,306,856 

 

$

20,784,430 

 

$

13,037,857 

Conversion of Class B to Class A shares

 

  

5,306,856 

 

 

 

 

13,037,857 

 

 

Net income allocated, diluted

 

$

13,834,230 

 

$

5,306,856 

 

$

33,822,287 

 

$

13,037,857 

 

 

  

 

 

 

 

 

 

 

 

 

 

Denominator: Weighted average shares outstanding

 

  

 

 

 

 

 

 

 

 

 

 

Weighted average shares outstanding, basic

 

  

13,509,637 

 

 

9,250,139 

 

 

13,468,474 

 

 

9,291,302 

Conversion of Class B to Class A shares

 

  

9,250,139 

 

 

 

 

9,291,302 

 

 

Weighted average shares outstanding, diluted

 

  

22,759,776 

 

 

9,250,139 

 

 

22,759,776 

 

 

9,291,302 

 

 

 

 

 

 

 

 

 

 

 

 

 

Earnings per share

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

$

0.63 

 

$

0.57 

 

$

1.54 

 

$

1.40 

Diluted

 

$

0.61 

 

$

0.57 

 

$

1.49 

 

$

1.40 

 

11

 


 

 

I. SEGMENT INFORMATION

 

The Company operates one primary business segment, retail grocery sales.  The “Other” activities include fluid dairy and shopping center rentals.  Information about the Company’s operations by lines of business (amounts in thousands) is as follows:  

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Three Months Ended

 

Nine Months Ended

 

 

June 27,

  

June 28,

 

June 27,

  

June 28,

 

 

2015

 

2014

 

2015

 

2014

Revenues from unaffiliated customers:

 

 

 

  

 

 

 

 

 

  

 

 

Grocery sales

 

$

911,698 

  

$

938,386 

 

$

2,717,538 

  

$

2,756,920 

Other

 

 

34,276 

  

 

39,876 

 

 

108,268 

  

 

114,227 

Total revenues from unaffiliated customers

 

$

945,974 

  

$

978,262 

 

$

2,825,806 

  

$

2,871,147 

 

 

 

 

  

 

 

 

 

 

  

 

 

Income from operations:

 

 

 

  

 

 

 

 

 

  

 

 

Grocery sales

 

$

27,686 

  

$

30,229 

 

$

92,261 

  

$

78,678 

Other

 

 

3,429 

  

 

3,131 

 

 

10,020 

  

 

8,687 

Total income from operations

 

$

31,115 

  

$

33,360 

 

$

102,281 

  

$

87,365 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

  

June 27,

 

September 27,

 

 

2015

 

2014

Assets:

  

 

 

 

 

 

Grocery sales

  

$

1,433,644 

 

$

1,515,055 

Other

  

 

233,724 

 

 

144,667 

Elimination of intercompany receivable

  

 

(1,689)

 

 

(2,770)

Total assets

  

$

1,665,679 

 

$

1,656,952 

 

12

 


 

Sales by product category (amounts in thousands) are as follows:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

  

Three Months Ended

 

Nine Months Ended

 

  

June 27,

  

June 28,

 

June 27,

  

June 28,

 

 

2015

 

2014

 

2015

 

2014

Grocery

  

$

335,974 

  

$

341,719 

 

$

1,042,559 

  

$

1,056,276 

Non-foods

  

 

195,484 

  

 

185,188 

 

 

571,059 

  

 

543,641 

Perishables

 

 

250,895 

 

 

241,899 

 

 

731,507 

 

 

698,951 

Gasoline

  

 

129,345 

  

 

169,580 

 

 

372,413 

  

 

458,052 

Total grocery segment

  

$

911,698 

  

$

938,386 

 

$

2,717,538 

  

$

2,756,920 

 

The grocery category includes grocery, dairy, and frozen foods.

The non-foods include alcoholic beverages, tobacco, pharmacy, health and video.

The perishables category includes meat, produce, deli and bakery.

 

For the three-month periods ended June 27, 2015 and June 28, 2014, respectively, the fluid dairy operation had $11.1 million and $14.4 million in sales to the grocery sales operation. The fluid dairy operation had $38.1 million and $44.5 million in sales to the grocery sales operation for the nine-month periods ended June 27, 2015 and June 28, 2014, respectively. These sales have been eliminated in consolidation and are excluded from the amounts in the table above.

 

J. FAIR VALUES OF FINANCIAL INSTRUMENTS

 

The carrying amounts for cash and cash equivalents, accounts receivable and accounts payable approximate fair value due to the short-term maturity of these instruments.

 

The fair value of the Company’s debt is estimated using valuation techniques under the accounting guidance related to fair value measurements based on observable and unobservable inputs.  Observable inputs reflect readily available data from independent sources, while unobservable inputs reflect the Company’s market assumptions.  These inputs are classified into the following hierarchy:

 

Level 1 Inputs  –

Quoted prices for identical assets or liabilities in active markets.

 

 

Level 2 Inputs  –

Quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets or liabilities in markets that are not active; and model-derived valuations whose inputs are observable or whose significant value drivers are observable.

 

 

Level 3 Inputs  –

Pricing inputs are unobservable for the assets or liabilities and include situations where there is little, if any, market activity for the assets or liabilities.  The inputs into the determination of fair value require significant management judgment or estimation.

 

The carrying amount and fair value of the Company’s debt at June 27, 2015 is as follows (in thousands):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

  

Carrying

  

 

 

  

Fair Value

 

 

Amount

 

Fair Value

 

Measurements

Senior Notes

  

$

700,000 

  

$

712,250 

 

Level 2

Facility Bonds

  

 

90,680 

  

  

90,680 

 

Level 2

Real estate and equipment notes payable

  

 

106,199 

  

  

106,240 

 

Level 2

Line of credit payable

 

 

21,289 

 

 

21,289 

 

Level 2

Total debt

  

$

918,168 

  

$

930,459 

 

 

 

The fair values for Level 2 measurements were determined primarily using market yields and taking into consideration the underlying terms of the debt.

 

 

13

 


 

K. NONQUALIFIED INVESTMENT PLAN

 

The purpose of the Executive Nonqualified Excess Plan is to provide retirement benefits similar to the Company’s Investment/Profit Sharing Plan to certain of the Company’s management employees who are otherwise subject to limited participation in the 401(k) feature of the Company’s Investment/Profit Sharing Plan.  Participant retirement account balances are liabilities of the Company.  Assets of the plan are assets of the Company and are held in trust for employees and distributed upon retirement, death, disability, in-service distributions, or other termination of employment.  In accordance with the trust, the Company may not use these assets for general corporate purposes.  During the nine months ended June 27, 2015, the Company invested a portion of the proceeds of liquidated life insurance policy assets in marketable securities.  These marketable securities will be liquidated and invested in other life insurance policies in future periods.  Life insurance policies and marketable securities held in the trust are included in the caption “Other assets” in the Condensed Consolidated Balance Sheets.

 

L. SUBSEQUENT EVENTS

 

We have evaluated subsequent events and transactions for potential recognition or disclosure in the financial statements through the day the financial statements were issued.

 

 

Item 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS                     

 

Overview

 

Ingles, a leading supermarket chain in the Southeast, operates 201 supermarkets in Georgia (71), North Carolina (71), South Carolina (36), Tennessee (20), Virginia (2) 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. Non-food products include fuel centers, pharmacies, health and beauty care products and general merchandise. In addition, the Company focuses on selling high-growth, high-margin products to its customers through the development of certified organic products, bakery departments and prepared foods including delicatessen sections.  As of June 27,  2015, the Company operated 97 in-store pharmacies and 85 fuel centers. 

 

Ingles also operates a fluid dairy and earns shopping center rentals. The fluid dairy processing operation sells approximately 27% of its products to the retail grocery operation and approximately 73% of its products to third parties. Real estate ownership is an important component of the Company’s operations, providing both operational and economic benefits. 

 

Critical Accounting Policies

 

Critical accounting policies are those accounting policies that management believes are important to the portrayal of the Company’s financial condition and results of operations, and require management’s most difficult, subjective or complex judgments, often as a result of the need to make estimates about the effect of matters that are inherently uncertain. Estimates are based on historical experience and other factors believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources.  Management estimates, by their nature, involve judgments regarding future uncertainties, and actual results may therefore differ materially from these estimates.

 

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 coverage of $750,000 per occurrence for workers’ compensation, $500,000 for general liability, and $325,000 per covered person for medical care benefits for a policy year. Self-insurance liabilities 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. These estimates can fluctuate if historical trends are not predictive of the future. The majority of the Company’s properties are self-insured for casualty losses and business interruption; however, liability coverage is maintained.  At June 27, 2015 the Company’s self-insurance liabilities totaled $35.7 million.  Of this amount, $14.4 million is accounted for as a current liability and $21.3 million as a long-term liability, which is inclusive of $4.6 million of expected self-insurance recoveries from excess cost insurance or other sources that are recorded as a receivable at June 27, 2015.

 

Asset Impairments 

 

The Company accounts for the impairment of long-lived assets in accordance with Financial Accounting Standards Board Accounting Standards Codification (“FASB ASC”) Topic 360. For assets to be held and used, the Company tests for impairment using

14

 


 

undiscounted cash flows and calculates the amount of impairment using discounted cash flows. For assets held for sale, impairment is recognized based on the excess of remaining book value over expected recovery value. The recovery value is the fair value as determined by independent quotes or expected sales prices developed by internal associates. Estimates of future cash flows and expected sales prices are judgments based upon the Company’s experience and knowledge of local operations and cash flows that are projected for several years into the future. These estimates can fluctuate significantly due to changes in real estate market conditions, the economic environment, capital spending decisions and inflation. The Company monitors the carrying value of long-lived assets for potential impairment each quarter based on whether any indicators of impairment have occurred.  There were no asset impairments during the nine-month period ended June 27, 2015.

 

Vendor Allowances

 

The Company receives funds for a variety of merchandising activities from the many vendors whose products the Company buys for resale in its stores. These incentives and allowances are primarily comprised of volume or purchase based incentives, advertising allowances, slotting fees, and promotional discounts. The purpose of these incentives and allowances is generally to help defray the costs incurred by the Company for stocking, advertising, promoting and selling the vendor’s products. These allowances generally relate to short term arrangements with vendors, often relating to a period of a month or less, and are negotiated on a purchase-by-purchase or transaction-by-transaction basis.  Whenever possible, vendor discounts and allowances that relate to buying and merchandising activities are recorded as a component of item cost in inventory and recognized in merchandise costs when the item is sold. Due to system constraints and the nature of certain allowances, it is sometimes not practicable to apply allowances to the item cost of inventory. In those instances, the allowances are applied as a reduction of merchandise costs using a rational and systematic methodology, which results in the recognition of these incentives when the inventory related to the vendor consideration received is sold.  Vendor allowances applied as a reduction of merchandise costs totaled $29.0 million and $31.7 million for the fiscal quarters ended June 27, 2015 and June 28, 2014, respectively.  For the nine-month periods ended June 27, 2015 and June 28, 2014, vendor allowances applied as a reduction of merchandise costs totaled $88.3  million and $95.5 million, respectively.  Vendor advertising allowances that represent a reimbursement of specific identifiable incremental costs of advertising the vendor’s specific products are recorded as a reduction to the related expense in the period in which the related expense is incurred.  Vendor advertising allowances recorded as a reduction of advertising expense totaled $3.4 million and $3.3 million for the fiscal quarters ended June 27, 2015 and June 28, 2014.  For the nine-month periods ended June 27, 2015 and June 28, 2014, vendor advertising allowances recorded as a reduction of advertising expense totaled $10.9 million and $6.9 million, respectively.

 

If vendor advertising allowances were substantially reduced or eliminated, the Company would likely consider other methods of advertising, as well as the volume and frequency of the Company’s product advertising, which could increase or decrease the Company’s expenditures.

 

Similarly, the Company is not able to assess the impact of vendor advertising allowances on creating additional revenue, as such allowances do not directly generate revenue for the Company’s stores.

 

Uncertain Tax Positions 

 

Despite the Company’s belief that its tax positions are consistent with applicable tax laws, the Company believes that certain positions are likely to be challenged by taxing authorities. Settlement of any challenge can result in no change, a complete disallowance, or some partial adjustment reached through negotiations or litigation. Significant judgment is required in evaluating the Company’s tax positions. The Company’s positions are evaluated in light of changing facts and circumstances, such as the progress of its tax audits as well as evolving case law. Income tax expense includes the impact of provisions for and changes to uncertain tax positions as the Company considers appropriate. Unfavorable settlement of any particular position would require use of cash. Favorable resolution would be recognized as a reduction to income tax expense at the time of resolution.

 

Results of Operations

 

Ingles operates on a 52 or 53-week fiscal year ending on the last Saturday in September. There are 13 and 39 weeks of operations included in the unaudited Condensed Consolidated Statements of Income for the three and nine-month periods ended June 27, 2015 and June 28, 2014.  Comparable store sales are defined as sales by grocery stores in operation for five full fiscal quarters.    Sales from replacement stores, major remodels, minor remodels and the addition of fuel stations to existing stores are included in the comparable store sales calculation from the date thereof. 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. For the three and nine-month periods ended June 27, 2015 and June 28, 2014, comparable store sales include 200 and 202 stores, respectively.  

 

15

 


 

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, see Note I “Segment Information” to the Condensed Consolidated Financial Statements.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

  

Three Months Ended

 

Nine Months Ended

 

  

June 27,

 

June 28,

 

June 27,

 

June 28,

 

 

2015

 

2014

 

2015

 

2014

Net sales

  

100.0 

%

 

100.0 

%

 

100.0 

%

 

100.0 

%

Gross profit

  

23.5 

%

 

22.0 

%

 

23.5 

%

 

21.8 

%

Operating and administrative expenses

  

20.2 

%

 

18.7 

%

 

19.9 

%

 

18.8 

%

Income from operations

  

3.3 

%

 

3.4 

%

 

3.6 

%

 

3.0 

%

Other income, net

  

0.1 

%

 

0.1 

%

 

0.1 

%

 

0.1 

%

Interest expense

  

1.1 

%

 

1.2 

%

 

1.2 

%

 

1.2 

%

Income tax expense

  

0.8 

%

 

0.9 

%

 

0.9 

%

 

0.7 

%

Net income

  

1.5 

%

 

1.4 

%

 

1.5 

%

 

1.2 

%

 

 

Three Months Ended June 27,  2015 Compared to the Three Months Ended June 28,  2014 

 

Net income for the third quarter of fiscal 2015 totaled $13.8 million, the same amount of net income for the third quarter of fiscal 2014.  Comparing the two third quarters, fiscal 2014 had higher gasoline gross profits and gains on real estate sales.  Fiscal 2015 had higher gross margins (exclusive of gasoline margins) and a lower effective tax rate.

 

 

Net Sales. Because of decreases in retail gasoline prices, net sales decreased by $32.3 million, or 3.3%  to $946.0 million for the three months ended June 27, 2015 compared with  $978.3 million for the three months ended June 28, 2014.   Comparing the third quarter of fiscal 2015 with the third quarter of fiscal 2014, gasoline sales dollars decreased 23.9% due to a 31.4% decrease in the average sales price per gallon.  Gallons sold increased 11.0% over the same comparable periods.  Excluding gasoline sales, total grocery comparable store sales increased 1.6% over the comparative fiscal third quarters.  Comparing the third quarters of fiscal year 2015 and 2014 (and excluding gasoline), the number of customer transactions increased 0.3% and the average transaction size increased 1.5%. 

 

Ingles operated 201 stores at June 27, 2015,  and 203 stores at June 28, 2014. Retail square footage was approximately 11.0 million at June 27, 2015 and 11.1 million at June 28, 2014.  

 

Sales by product category (amounts in thousands) are as follows:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

  

Three Months Ended

 

  

June 27,

  

June 28,

 

 

2015

 

2014

Grocery

  

$

335,974 

  

$

341,719 

Non-foods

  

 

195,484 

  

 

185,188 

Perishables

 

 

250,895 

 

 

241,899 

Gasoline

  

 

129,345 

  

 

169,580 

Total grocery segment

  

$

911,698 

  

$

938,386 

 

The grocery category includes grocery, dairy, and frozen foods.

The non-foods include alcoholic beverages, tobacco, pharmacy, health and video.

The perishables category includes meat, produce, deli and bakery.

 

16

 


 

Changes in grocery segment sales for the quarter ended June 27, 2015 are summarized as follows (dollars in thousands):

 

 

 

 

 

 

 

 

  

 

 

Total grocery sales for the three months ended June 28, 2014

  

$

938,386 

Comparable store sales decrease (including gasoline)

  

 

(29,518)

Impact of stores opened in fiscal 2014

  

 

5,849 

Impact of stores closed in fiscal 2014

  

 

(2,956)

Other

 

 

(63)

Total grocery sales for the three months ended June 27, 2015

  

$

911,698 

 

Gross Profit. Gross profit for the three-month period ended June 27,  2015 increased $7.0 million, or 3.3%, to $222.2 million, or 23.5%  of sales, compared with  $215.2 million, or 22.0% of sales, for the three-month period ended June 28,  2014.  

 

Excluding gasoline sales, grocery segment gross profit as a percentage of sales increased 134 basis points in the third quarter of fiscal 2015 compared with the same fiscal 2014 period.  Gasoline gross profit dollars were lower and gallons sold were higher for the quarter ended June 27, 2015 compared with the quarter ended June 28, 2014.

 

In addition to the direct product cost, the cost of goods sold line item for the grocery segment includes inbound freight charges and the costs related to the Company’s distribution network.  The milk processing operation is a manufacturing process; therefore, the costs mentioned above as well as purchasing, production costs, and internal transfer costs incurred by the milk processing operation are included in the cost of goods sold line item, while these items are included in operating and administrative expenses in the grocery segment.

 

Operating and Administrative Expenses. Operating and administrative expenses increased $8.0 million, or 4.4%, to $190.7 million for the three months ended June 27, 2015, from $182.7 million for the three months ended June 28,  2014.   As a percentage of sales, operating and administrative expenses were 20.2%  for the three months ended June 27,  2015 compared with 18.7% for the three months ended June 28,  2014.  Excluding gasoline sales and associated gasoline operating expenses (primarily payroll), operating expenses were 23.1% and  22.4% of sales for the third fiscal quarter of 2015 and 2014, respectively.

 

A breakdown of the major increases in operating and administrative expenses is as follows:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Increase

 

 

Increase

 

as a % of

 

 

in millions

 

sales

Salaries and wages

  

$

4.4

 

0.47 

%

Insurance

  

$

1.2

 

0.12 

%

Depreciation and amortization

  

$

1.0

 

0.10 

%

Taxes and licenses

  

$

0.6

 

0.07 

%

 

Salaries and wages increased in dollars due to additional labor hours required for the increased sales volume, including the opening of a new store at the end of fiscal year 2014.

 

Insurance expense increased due to higher claims under the Company’s self-insurance programs.

 

Depreciation and amortization expense increased as a result of capital expenditures to improve the Company’s store base and distribution operations.

 

Taxes and licenses increased mostly from municipal license taxes.

 

Gain or loss from Sale or Disposal of Assets. Loss from Sale or Disposal of Assets was $0.3 million for the June 2015 quarter compared with a gain of $0.9 million for the June 2014 quarter.    During the June 2015 quarter, the Company began demolition of a store property that will be replaced by a new store building.  During the June 2014 quarter, the Company sold an outparcel next to a store site and recognized a gain commensurate with completion of work the Company is obligated to perform on the buyer’s behalf.

 

Interest Expense. Interest expense decreased $1.0 million for the three-month period ended June 27, 2015 to $10.6 million from $11.6 million for the three-month period ended June 28, 2014.  Total debt at June 2015 was $918.2 million compared to $909.3 million at June 2014. 

 

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Income Taxes. Income tax expense as a percentage of pre-tax income was 34.6% in the June 2015 quarter.

 

Net Income. Net income totaled $13.8 million for each of the three-month periods ended June 27, 2015 and June 28, 2014.  Basic and diluted earnings per share for Class A Common Stock were $0.70 and $0.68, respectfully for the June 2015 quarter.  Basic and diluted earnings per share for Class B Common Stock were each $0.63 for the June 2015 quarter.  Net income totaled $13.8 million for the three-month period ended June 28, 2014.  Basic and diluted earnings per share for Class A Common Stock were $0.63 and $0.61, respectfully for the June 2014 quarter.  Basic and diluted earnings per share for Class B Common Stock were each $0.57 for the June 2014 quarter.  There were less shares outstanding during the fiscal 2015 periods compared with the fiscal 2014 periods.

 

Nine Months Ended June 27,  2015 Compared to the Nine Months Ended June 28,  2014 

 

Net income for the first nine months of fiscal 2015 totaled $43.1 million, 27.5% higher than net income of $33.8 million earned for the first nine months of fiscal 2014.  Dollar sales (excluding gasoline) increased and overall gross margin (including gasoline) increased.  The resulting gross profit dollar increase more than offset increases in operating expenses.

 

Net Sales.  Because of decreases in retail gasoline prices, net sales decreased by $45.3 million to $2.83 billion for the nine months ended June 27, 2015 from $2.87 billion for the nine months ended June 28, 2014.  Excluding gasoline, total sales increased 1.7% over the comparative nine month 2015 and 2014 periods.   

 

Grocery segment comparable store sales, excluding the effect of gasoline increased 1.7%.  The number of customer transactions (excluding gasoline) decreased 0.3%, while the average transaction size (excluding gasoline) increased by 2.3%.

 

Sales by product category (amounts in thousands) are as follows:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

  

Nine Months Ended

 

  

June 27,

  

June 28,

 

 

2015

 

2014

Grocery

  

$

1,042,559 

  

$

1,056,276 

Non-foods

  

 

571,059 

  

 

543,641 

Perishables

 

 

731,507 

 

 

698,951 

Gasoline

  

 

372,413 

  

 

458,052 

Total grocery segment

  

$

2,717,538 

  

$

2,756,920 

 

The grocery category includes grocery, dairy, and frozen foods.

The non-foods include alcoholic beverages, tobacco, pharmacy, health and video.

The perishables category includes meat, produce, deli and bakery.

 

Changes in grocery segment sales for the nine months ended June 27, 2015 can be summarized as follows (dollars in thousands):

 

 

 

 

 

 

 

  

 

 

Total grocery sales for the nine months ended June 28, 2014

  

$

2,756,920 

Comparable store sales decrease (including gasoline)

  

 

(51,135)

Impact of stores opened in fiscal 2014

  

 

18,659 

Impact of stores closed in fiscal 2014

  

 

(6,717)

Other

 

 

(189)

Total grocery sales for the nine months ended June 27, 2015

  

$

2,717,538 

 

Sales growth for the remainder of fiscal 2015 will depend upon the pace of economic improvement, inflation and market prices for gasoline and raw milk.  In addition to a new store that opened in September 2014, the Company expects that the maturation of previous new and expanded stores will contribute to sales growth.  The Company continues to remodel existing stores in order to increase sales at a lower cost than additional square footage.

 

Gross Profit. Gross profit for the nine months ended June 27, 2015 increased $40.4 million, or 6.5%, to $665.2 million compared with $624.8 million, for the nine months ended June 28, 2014.  As a percentage of sales, gross profit totaled 23.5% for the nine months ended June 27, 2015 and 21.8% for the nine months ended June 28, 2014.

 

Grocery segment gross profit as a percentage of total sales was affected by a more favorable mix of products sold and by higher gasoline margins.  Excluding gasoline sales, grocery segment gross profit as a percentage of sales increased 76 basis points for the first nine months of fiscal 2015 compared with the same fiscal 2014 period.

 

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Operating and Administrative Expenses. Operating and administrative expenses increased $24.7  million, or 4.6%, to $563.3  million for the nine months ended June 27, 2015, from $538.6 million for the nine months ended June 28, 2014.  As a percentage of sales, operating and administrative expenses were 19.9% for the June 2015 nine-month period compared with 18.8% for the same period last year.  Excluding gasoline sales and associated gasoline operating expenses (primarily payroll), operating expenses were 22.8% and 22.1% of sales for the nine-month fiscal 2015 and 2014 periods, respectively.

 

A breakdown of the major increases in operating and administrative expenses is as follows: