UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 12b-25
0-14706
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SEC File Number
457030104
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CUSIP Number
NOTIFICATION OF LATE FILING
(Check One)[X]Form 10-K [ ]Form 20-F []Form 11-K [ ]Form 10-Q [ ]Form N-SAR
[ ]Form N-CSR
For Period Ended: September 25, 2004
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[ ] Transition Report on Form 10-K
[ ] Transition Report on Form 20-F
[ ] Transition Report on Form 11-K
[ ] Transition Report on Form 10-Q
[ ] Transition Report on Form N-SAR
For the Transition Period Ended: _____________
Read attached instruction sheet before preparing form. Please print or type.
Nothing in the form shall be construed to imply that the Commission has
verified any information contained herein.
If the notification relates to a portion of the filing checked above,
identify the Item(s) to which the notification relates: relates to entire filing
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PART I - REGISTRANT INFORMATION
Ingles Markets, Incorporated
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Full Name of Registrant
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Former Name if Applicable
2913 US Highway 70 West
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Address of Principal Executive Office (street and number)
Black Mountain, North Carolina 28711
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City, State and Zip Code
PART II - RULES 12b-25(b) and (c)
If the subject report could not be filed without unreasonable effort or expense
and the registrant seeks relief pursuant to Rule 12b-25(b), the following should
be completed. (Check appropriate box)
[X] (a) The reasons described in reasonable detail in Part III of
this form could not be eliminated without unreasonable
effort or expense;
[X] (b) The subject annual report, semi-annual report, transition
report on Form 10-K, Form 20-F, 11-K, Form N-SAR, or Form
N-CSR, or portion thereof, will be filed on or before the
fifteenth calendar day following the prescribed due date;
or the subject quarterly report of transition report on
Form 10-Q, or portion thereof will be filed on or before
the fifth calendar day following the prescribed due date;
and
[ ] (c) The accountant's statement or other exhibit required by
Rule 12b-25(c) has been attached if applicable.
PART III - NARRATIVE
State below in reasonable detail the reasons why the Form 10-K, 20-F, 11-K,
10-Q, N-SAR, N-CSR or the transition report or portion thereof, could not be
filed within the prescribed time period. (Attach Extra Sheets if Needed)
The registrant 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 registrant's 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, the registrant had 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 the
registrant 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.
The completion of the internal inquiry is a condition to management's
preparation of final, accurate financial statements and thus the
completion of Ernst & Young's audit for fiscal 2004 and the registrant's
Form 10-K. As a consequence, the registrant will not be able to file
its Form 10-K by the prescribed due date without unreasonable effort and
expense.
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PART IV - OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification
Brenda S. Tudor (828) 669-2941
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(Name) (Area Code)(Telephone Number)
(2) Have all other periodic reports required under Section 13 or 15(d) of
the Securities Exchange Act of 1934 or Section 30 of the Investment
Company Act of 1940 during the preceding 12 months or for such shorter
period that the registrant was required to file such reports been filed?
If answer is no identify report(s).
[X] Yes [ ] No
(3) Is it anticipated that any significant change in results of operations
from the corresponding period for the last fiscal year will be reflected
by the earnings statements to be included in the subject report or
portion thereof? [ ] Yes [X] No
If so, attach an explanation of the anticipated change, both narratively
and quantitatively, and, if appropriate, state the reasons why a
reasonable estimate of the results cannot be made.
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SIGNATURE
The Registrant has caused this notification to be signed on its behalf
by the undersigned hereunto duly authorized.
Ingles Markets, Incorporated
Date: December 9, 2003 By: /s/ Brenda S. Tudor
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Brenda S. Tudor, Vice President - Finance
and Chief Financial Officer
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