Ingles Markets, Incorporated Reports Receipt of Notice from Nasdaq Regarding Delayed Filing of Annual Report on Form 10-K

Rhea-AI Summary

Ingles Markets (NASDAQ: IMKTA) has received a notice from Nasdaq due to delayed filing of its Annual Report on Form 10-K for the fiscal year ended September 28, 2024. The delay is attributed to Hurricane Helene's impact. The company has until February 18, 2025 to either file the report or submit a compliance plan to Nasdaq.

If Nasdaq accepts a compliance plan, IMKTA could receive an extension until June 10, 2025 to file the report. The notice does not immediately affect IMKTA's Nasdaq listing, and the company intends to file within the initial 60-day period. Ingles Markets operates 198 supermarkets across six southeastern states, along with neighborhood shopping centers and a fluid dairy facility.

Positive

• Company maintains Nasdaq listing status during compliance period
• Company expects to file Annual Report within initial 60-day window
• Multiple compliance options available (60-day filing or 180-day extension with accepted plan)

Negative

• Non-compliance with Nasdaq Listing Rule 5250(c)(1)
• Delayed filing of Annual Report Form 10-K
• Risk of potential delisting if compliance deadlines are not met

Insights

Financial Compliance Analyst

The delayed filing of Ingles Markets' 10-K annual report due to Hurricane Helene raises several critical compliance considerations. The 60-day grace period until February 18, 2025 provides a reasonable timeline for resolution, with an additional backstop of up to 180 days if needed through a compliance plan. While temporary non-compliance with Nasdaq listing rules is concerning, the company's proactive communication through Form 12b-25 and clear remediation timeline mitigates immediate delisting risks. For context, force majeure events like hurricanes typically receive more lenient treatment from exchanges. The market's $1.24 billion market cap and established operational footprint across 198 supermarkets suggest sufficient resources to address this temporary filing delay. This situation primarily reflects an administrative hurdle rather than fundamental business concerns, though investors should monitor the resolution timeline carefully.

Retail Industry Analyst

The filing delay, while procedurally significant, appears to have minimal operational impact on Ingles Markets' core business. The company's robust infrastructure of 198 supermarkets across six southeastern states continues to function and their vertical integration with owned shopping centers and dairy facilities remains a strategic advantage. Hurricane Helene's disruption appears isolated to administrative functions rather than causing material damage to retail operations. The grocery sector's defensive characteristics and Ingles' regional market position should help maintain business stability during this compliance resolution period. The key focus should be on timely submission of financial statements to maintain market confidence and institutional investor requirements.

ASHEVILLE, N.C.--(BUSINESS WIRE)-- Ingles Markets, Incorporated (NASDAQ: IMKTA) (the “Company”), today announced that it received a notice (the “Notice”) from The Nasdaq Stock Market LLC (“Nasdaq”), stating that because the Company has not yet filed its Annual Report on Form 10-K for the fiscal year ended September 28, 2024 (the “Annual Report”), the Company is no longer in compliance with Nasdaq Listing Rule 5250(c)(1), which requires listed companies to timely file all required periodic financial reports with the Securities and Exchange Commission. The Notice has no immediate effect on the listing of the Company’s shares on Nasdaq.

The delay in filing the Annual Report has been due to the impact of Hurricane Helene, as previously reported by the Company in its Notification of Late Filing on Form 12b-25, filed with the Securities and Exchange Commission on November 29, 2024.

Under Nasdaq rules, the Company has 60 calendar days, or until February 18, 2025, to either file the Annual Report or to submit to Nasdaq a plan to regain compliance with the Nasdaq Listing Rule (the “Compliance Plan”). If the Company does not file the Annual Report but submits a Compliance Plan, and Nasdaq accepts the Compliance Plan, then Nasdaq may grant the Company up to 180 days from the prescribed due date, or until June 10, 2025, to file the Annual Report and regain compliance. If Nasdaq does not accept the Company’s Compliance Plan, then the Company will have the opportunity to appeal that decision to a Nasdaq Hearings Panel.

The Company intends to file the Annual Report within the 60-day period described above.

About Ingles Markets, Incorporated

Ingles Markets, Incorporated is a leading grocer with operations in six southeastern states. Headquartered in Asheville, North Carolina, the Company operates 198 supermarkets. In conjunction with its supermarket operations, the Company operates neighborhood shopping centers, most of which contain an Ingles supermarket. The Company also owns a fluid dairy facility that supplies Ingles supermarkets and unaffiliated customers. To learn more about Ingles Markets visit ingles-markets.com.

Cautionary Note Regarding Forward-Looking Statements

This press release 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.

View source version on businesswire.com: https://www.businesswire.com/news/home/20241220045856/en/

Ingles Markets, Inc.

Pat Jackson, Chief Financial Officer

pjackson@ingles-markets.com

(828) 669-2941 (Ext. 223)

Source: Ingles Markets, Inc.

FAQ

When is Ingles Markets (IMKTA) required to file its delayed Annual Report to maintain Nasdaq compliance?

IMKTA must file its Annual Report by February 18, 2025, or submit a compliance plan to Nasdaq.

What caused IMKTA's delay in filing its 2024 Annual Report?

The delay was caused by the impact of Hurricane Helene, as reported in the company's Form 12b-25 filed on November 29, 2024.

What are the consequences if IMKTA fails to meet Nasdaq's compliance deadline?

If IMKTA fails to file or have an accepted compliance plan, they may face potential delisting, though they can appeal to a Nasdaq Hearings Panel.

How long is the maximum extension IMKTA can receive for filing its Annual Report?

If Nasdaq accepts IMKTA's compliance plan, they can receive up to 180 days from the original due date, until June 10, 2025.

Does the Nasdaq notice immediately affect IMKTA's stock listing?

No, the notice has no immediate effect on the listing of IMKTA's shares on Nasdaq.