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<SEC-DOCUMENT>0001116679-05-000452.txt : 20050208
<SEC-HEADER>0001116679-05-000452.hdr.sgml : 20050208
<ACCEPTANCE-DATETIME>20050208162258
ACCESSION NUMBER:		0001116679-05-000452
CONFORMED SUBMISSION TYPE:	8-K
PUBLIC DOCUMENT COUNT:		2
CONFORMED PERIOD OF REPORT:	20050203
ITEM INFORMATION:		Results of Operations and Financial Condition
ITEM INFORMATION:		Financial Statements and Exhibits
FILED AS OF DATE:		20050208
DATE AS OF CHANGE:		20050208

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			INGLES MARKETS INC
		CENTRAL INDEX KEY:			0000050493
		STANDARD INDUSTRIAL CLASSIFICATION:	RETAIL-GROCERY STORES [5411]
		IRS NUMBER:				560846267
		STATE OF INCORPORATION:			NC
		FISCAL YEAR END:			0930

	FILING VALUES:
		FORM TYPE:		8-K
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	000-14706
		FILM NUMBER:		05584300

	BUSINESS ADDRESS:	
		STREET 1:		PO BOX 6676
		CITY:			ASHEVILLE
		STATE:			NC
		ZIP:			28816
		BUSINESS PHONE:		7046692941

	MAIL ADDRESS:	
		STREET 1:		P O BOX 6676
		CITY:			ASHEVILLE
		STATE:			NC
		ZIP:			28816
</SEC-HEADER>
<DOCUMENT>
<TYPE>8-K
<SEQUENCE>1
<FILENAME>ingles8k.txt
<DESCRIPTION>FEBRUARY 3, 2005
<TEXT>



================================================================================

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                      -----
                                    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): February 3, 2005

                          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))

================================================================================





<PAGE>



Item 2.02      Results of Operations and Financial Condition.

        On February 3, 2005, Ingles Markets, Incorporated (Ingles) announced its
preliminary  earning  results for its fiscal year ended  September  25, 2004 and
discussed its intention to restate prior periods. A copy of the press release is
filed herewith as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

         (c) Exhibits.

    99.1  Copy of press release issued by Ingles on February 3, 2005.







<PAGE>



                                   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: February 8, 2005                    By:      /s/ Brenda S. Tudor
                                              ----------------------------------
                                              Brenda S. Tudor
                                              Vice President-Finance and Chief
                                              Financial Officer




</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99
<SEQUENCE>2
<FILENAME>ex99-1.txt
<DESCRIPTION>EX. 99.1 - PRESS RELEASE
<TEXT>
                                                                    Exhibit 99.1


For release 03 February 2005

contact:
Brenda S. Tudor
Vice President - Finance
& Chief Financial Officer
(828)-669-2941, Ext 223

INGLES MARKETS, INCORPORATED
REPORTS PRELIMINARY FISCAL 2004
EARNINGS AND INTENTION TO RESTATE
PRIOR PERIODS


ASHEVILLE,  N.C. -- (February 3, 2005) --
Ingles  Markets,  Incorporated  (NASDAQ:  IMKTE) today reported  preliminary net
income of  approximately  $28 million for the fiscal  year ended  September  25,
2004, compared to approximately $17 million for fiscal 2003, restated.

Fiscal 2004 was the 40th  consecutive  year  Ingles  achieved an increase in net
sales and the first year the Company has  exceeded  the $2 billion  sales level.
Net sales increased 7.3% for fiscal year 2004 over fiscal year 2003 and 8.2% for
the fourth fiscal quarter over the prior year fiscal quarter.  Comparable  store
sales  increased  6.7% and 8.2% for fiscal  year 2004 and the fourth  quarter of
fiscal 2004,  respectively.  During  fiscal 2004,  Ingles opened two new stores,
replaced one store, completed major  remodel/expansions of two stores, completed
minor remodels of two stores and closed four older stores.  Capital expenditures
totaled approximately $71 million for fiscal 2004.

The  Company   previously   announced   that  it  was   undergoing  an  internal
investigation of certain  accounting  issues,  following  receipt of an informal
inquiry from the SEC, and that its  financial  statements  for fiscal years 2002
and 2003 and the first three quarters of 2004 should not be relied upon.  During
preparation  for its  annual  audit and annual  report for fiscal  2004 and as a
result of this internal  investigation,  the Company has determined that certain
vendor allowances and certain other revenue and expense items were recognized in
the incorrect  accounting periods.  In addition,  the Company reviewed its lease
accounting  practices.  As a result of this review,  the Company has  identified
changes  in the  interpretation  of the  accounting  rules for  certain  leasing
related   transactions  and  the  amortization   periods  of  certain  leasehold
improvements.   The  correction  of  these  lease  related  issues  resulted  in
adjustments to accumulated depreciation,  depreciation expense, rent expense and
long-term liabilities.

The Company is in the process of restating its financial  statements  for fiscal
2002 and 2003 and the first  three  quarters  of fiscal  2004 and fiscal 2003 to
correctly  reflect the  appropriate  accounting for vendor  allowances,  certain
other revenue and expense items and certain  lease related  issues.  The Company
intends to file its Form 10-K,  including  fiscal 2004  results and the restated
results  for fiscal 2002 and 2003,  and  amended  Forms 10-Q for the first three
quarters of fiscal 2004,  including  comparable periods in 2003, as soon as such
restatements are complete.  The Company expects that fiscal 2003 net income will
be  slightly  increased  and expects a decrease in net income for fiscal 2002 of
approximately  $2  million as a result of the  restatements.  In  addition,  the
restatements  are expected to result in an increase in net income for the first,
second  and third  quarters  of fiscal  2004 by an  aggregate  of  approximately
$700,000.  The  restatements are not expected to have any impact on cash flow in
any of the periods restated.

As a result of the change in recognition of certain  vendor  allowances,  fiscal
year 2004 net income was  increased  by  approximately  $1.3  million  which had
previously been recorded in prior periods but has been reallocated over the term
of certain vendor contracts, related purchases or other contract features.

Commenting on the results for 2004,  Robert P. Ingle,  chief executive  officer,
said,  "We are so pleased to announce  these  wonderful  results for 2004,  even
though they are only  preliminary.  Our team has made enormous strides this year
in  driving  sales  and  controlling  expenses.  We  regret  the  delay  in  our
announcement  and are  looking  forward to  providing  more  details in the near
future for  fiscal  2004 and the  restated  periods.  Before we release  further
detail and complete our filings, we want to make sure the restatement issues are
fully  addressed  and properly  reflected in our financial  statements.  We have
always strived to present complete and accurate financial reporting."

The comments in this press release contain certain  forward-looking  statements.
Ingles  undertakes  no  obligation  to  publicly  release any  revisions  to any
forward-looking  statements  contained herein to reflect events or circumstances
occurring  after the date hereof or to reflect the  occurrence of  unanticipated
events.  Ingles' actual results may differ  materially  from those  projected in
forward-looking  statements  made by, or on behalf of, Ingles.  Factors that may
affect results include changes in business and economic conditions  generally in
Ingles' operating area,  pricing  pressures,  increased  competitive  efforts by
others in Ingles'  marketing areas and the availability of financing for capital
improvements.  A more  detailed  discussion  of  these  factors  may be found in
reports  filed  by the  Company  with the  Securities  and  Exchange  Commission
including its 2004 Form 10-K and Forms 10-Q.

Ingles Markets,  Incorporated is a leading  supermarket chain with operations in
six southeastern states. Headquartered in Asheville, North Carolina, the Company
operates 197 supermarkets.  In conjunction with its supermarket operations,  the
Company also  operates 74  neighborhood  shopping  centers,  all but 16 of which
contain an Ingles  supermarket.  The Company's Class A Common Stock is traded on
The Nasdaq  Stock  Market's  National  Market under the symbol  IMKTE.  For more
information about the Company, visit Ingles' website at  www.ingles-markets.com.
Ingles  Markets,  Incorporated  - Post  Office Box 6676,  Asheville,  NC 28816 -
http://www.ingles-markets.com/
</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
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