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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): December 6, 2004
INGLES MARKETS, INCORPORATED
(Exact name of registrant as specified in its charter)
NORTH CAROLINA 0-14706 56-0846267
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
P.O. Box 6676, Asheville, NC 28816
(Address of Principal
Executive Offices)
(828) 669-2941
(Registrant's telephone number, including area code)
None
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligations 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))
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Item 2.02 Results of Operations and Financial Condition.
On December 6, 2004 Ingles Markets, Incorporated (Ingles) announced its
sales for its fourth fiscal quarter and fiscal year ended September 25, 2004. A
copy of the press release is filed herewith as Exhibit 99.1 and is incorporated
herein by reference.
Item 4.02. Non-Reliance on Previously Issued Financial Statements or a
Related Audit Report or Completed Interim Review
In the same press release discussed above, Ingles also announced that it
is the subject of an informal inquiry by the Securities and Exchange Commission
(SEC) regarding the accounting for a vendor contract it entered into in 2002.
The SEC has requested certain documentation regarding that vendor contract,
other large vendor contracts entered into from 2002 through 2004, and related
accounting documents. The Audit Committee of Ingles' Board of Directors has
initiated a review of the accounting issues arising out of the inquiry and
others that may arise and has retained independent legal counsel to assist with
that review.
Based on information identified to date related to fiscal years 2001
through 2004, Ingles has determined that certain vendor consideration was
included in the determination of operating income in the incorrect periods and
has identified certain revenue and expense items that were incorrectly recorded.
Management believes that Ingles may restate its financial statements for certain
of the periods under review primarily to move recognition of certain vendor
payments from earlier to later periods. Consequently, on December 1, 2004,
management in consultation with the Audit Committee determined that our
previously filed financial statements for the periods under review should no
longer be relied upon until completion of the review and the issuance of any
required restated financial statements.
The Audit Committee has discussed the matters disclosed in this filing
with Ernst & Young LLP, Ingles' independent registered public accounting firm.
Item 9.01 Financial Statements and Exhibits.
(c) Exhibits.
99.1 Copy of press release issued by Ingles on December 6, 2004.
SIGNATURES
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.
INGLES MARKETS, INCORPORATED
Date: December 6, 2004 By: /s/ Brenda S. Tudor
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Brenda S. Tudor
Vice President-Finance and Chief
Financial Officer