SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K/A
X ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended April 02, 2005 or
___ 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: 1-7138 .
CAGLE'S, INC.
(Exact Name Of Registrant As Specified In Its Charter)
GEORGIA 58-0625713
(State Of Incorporation) (I.R.S Employer Identification No.)
2000 HILLS AVE., NW, ATLANTA, GA. 30318
(Address Of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (404) 355-2820 .
SECURITIES REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT:
Title of each class Name of exchange on which registered
CLASS A COMMON STOCK AMERICAN STOCK EXCHANGE .
SECURITIES REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT:
None .
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. X YES ___ NO
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act. Yes X No
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 l934 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. X YES ___ NO
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. X YES ___ NO
Indicate by check mark if disclosure of delinquent filers pursuant to item 405 of regulation s-k (§ 229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in part iii of this form 10-k or any amendment to this FORM 10-K. .
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act”.
Large accelerated filer _____ Accelerated filer _____ Non-accelerated filer X .
Indicate by check mark if the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes X No
State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked prices of such common equity, as of the last business day of the registrant’s most recently completed second fiscal quarter. $ 22,757,661.63 (based on $12.99 per share closing price on October 01, 2004) .
Indicate the number of shares outstanding of each of the registrant's classes of common stock, as of the latest practicable date.
Class A Common Stock at $1.00 par value 4,742,998 shares at $1.00 par value .
DOCUMENTS INCORPORATED BY REFERENCE:
Parts of the following documents are incorporated by reference in Part III of this form 10-K report:
1) proxy statements for registrant's 2005 annual meeting of shareholders- Items 10, 11, 12, 13, and 14.
Page 1 of 9
February 16, 2006
The purpose of the amended filing is to clarify the following areas of Form 10-K for the fiscal year ended April 2, 2005.
General
1.
Dates starting on page 22 have been expanded, no amounts have changed.
Page 2 of 9
Page 3 of 9
j. Earnings per share –
April 2, 2005 | April 3, 2004 | March 29, 2003 | |
Weighted average common shares | 4,743 | 4,743 | 4,743 |
Incremental shares from assumed | |||
conversions of options | - | - | - |
Weighted average common shares and | |||
dilutive potential common shares | 4,743 | 4,743 | 4,743 |
Page 4 of 9
2.
Deferred Financing Costs
Deferred financing costs | $ 896 | $ 245 |
Accumulated amortization | (209) | (76) |
|
| |
Net deferred financing costs | $ 687 | $ 169 |
3.
Long-Term Debt
April 2, 2005 | April 3, 2004 | |
Term note payable; fixed interest rate of 7.86%, | ||
principal and interest payable monthly of $290, |
|
|
through maturity on April 1, 2011; secured by the | ||
Collinsville plant and Rockmart feedmill. | $ 23,477 | $ 25,396 |
Term note payable; interest rate of LIBOR plus 4.50%, | ||
(7.62% at April 2, 2005) principal and interest payable | ||
monthly of $117, through maturity on Dec. 20, 2006; | ||
secured by accounts receivable, inventory, property | ||
and equipment. | $ 6,533 | $ - |
Revolving credit agreement with a bank, maturing | ||
January 30, 2007, interest payable monthly, variable | ||
interest rate (4.25% at April 3, 2004); secured by | ||
accounts receivable, inventories and property, plant | ||
and equipment, excluding the Collinsville plant and | ||
Rockmart feedmill. Repaid in 2005. | - | 7,231 |
Term note payable to a bank; variable interest rate (6.00% at April 3, 2004); | ||
principal and interest payable monthly of $83, with balance due at | ||
maturity on January 30, 2007; secured by accounts receivable, | ||
inventories and property, plant and equipment, excluding the Collinsville | ||
plant and Rockmart feedmill. | ||
Repaid in 2005. | - | 4,833 |
Other notes payable at varying interest rates | ||
and maturities. Repaid in 2005. | - | 13 |
30,010 | 37,473 | |
Less current maturities | (3,476) | (2,921) |
Long-term debt, less current maturities | $ 26,534 | $ 34,552 |
Page 5 of 9
4.
Income Taxes
Income tax benefits are reflected in the consolidated statements of operations as follows:
April 2, 2005 | April 3, 2004 | March 29, 2003 | |
Current tax provision (benefit) | $ 45 | $ 2,563 | $ (563) |
Change in valuation allowance | - | (2,614) | - |
| 45 | (51) | (563) |
Deferred tax expense (benefit) | 6,422 | (12,991) | (8,495) |
| $ 6,467 | $ (13,042) | $ (9,058) |
A reconciliation between income taxes computed at the federal statutory rate and the Company’s income tax rate is as follows:
April 2, 2005 | April 3, 2004 | March 29, 2003 | |
| |||
Federal income taxes at statutory rate | $ 6,122 | $ (10,396) | $ (7,593) |
State income taxes | 777 | (624) | (456) |
Change in valuation allowance | - | (2,614) | - |
Jobs and investment tax credits | (690) | (680) | (680) |
Other | 258 | 1,272 | (329) |
$ 6,467 | $ (13,042) | $ (9,058) |
Components of the net deferred income tax asset (liability) at and relate to the following:
April 2, 2005 | April 3, 2004 | |
Deferred income tax assets | ||
Tax credit carryforwards | $ 9,702 | $ 7,663 |
Net operating loss carryforwards | 9,438 | 17,456 |
Accrued expenses | 522 | 705 |
Other | 216 | 389 |
19,878 | 26,213 | |
Less valuation allowance | (4,150) | (4,150) |
15,728 | 22,063 | |
Deferred income tax liabilities | ||
Family farm cash-basis deferral | (2,288) | (2,439) |
Inventories | (1,806) | (2,732) |
Property and depreciation | (5,860) | (4,430) |
Income from joint ventures | (1,956) | (2,260) |
Other | (585) | (547) |
| (12,495) | (12,408) |
|
| |
Net deferred income tax asset | $ 3,233 | $ 9,655 |
Page 6 of 9
8.
Investments in Unconsolidated Affiliates
April 2, 2005 | April 3, 2004 | March 29, 2003 | |
| |||
Sales | $ 6,425 | $ 23,140 | $ 426 |
Purchases | - | - | 27 |
Accounts receivable | - | 413 | - |
Accounts payable | - | - | - |
Administrative service fees | 756 | 746 | 746 |
April 2, 2005 | April 3, 2004 | |
| ||
Current assets | $ 24,729 | $ 37,217 |
Noncurrent assets | 53,459 | 58,238 |
Total assets | $ 78,188 | $ 95,455 |
Current liabilities | $ 6,702 | $ 18,885 |
Noncurrent liabilities | 51,157 | 63,174 |
Owners' equity | 20,329 | 13,396 |
Total liabilities and owners' equity | $ 78,188 | $ 95,455 |
Page 7 of 9
General
1. On the Consolidated Statement of Cash Flows unnecessary zeros have been deleted.
Consolidated Statements of Cash Flows | ||||||
For the Years Ended April 2, 2005, April 3, 2004, and March 29, 2003 | ||||||
(In Thousands) | ||||||
April 2, 2005 | April 3, 2004 | March 29, 2003 | ||||
CASH FLOWS FROM OPERATING ACTIVITIES | ||||||
Net income (loss) | $ 11,539 | $ (17,725) | $ (13,272) | |||
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities | ||||||
Depreciation | 3,841 | 10,457 | 14,109 | |||
Impairment loss | - | 18,528 | - | |||
Amortization | 133 | 253 | 365 | |||
Gain on sale of property, plant and equipment | (572) | (2) | (286) | |||
Gain on sale of unconsolidated affiliates | - | - | (12,914) | |||
Income from unconsolidated affiliates, net of distributions | (2,064) | 138 | (1,620) | |||
Deferred income taxes expense (benefit) | 6,422 | (12,991) | (8,495) | |||
Changes in operating assets and liabilities |
|
| ||||
Trade accounts receivable, net | 292 | 1,614 | 2,397 | |||
Inventories | 287 | 8,158 | 6,689 | |||
Refundable income taxes | 648 | 1,068 | 5,490 | |||
Other current assets | 68 | (81) | (17) | |||
Accounts payable | (6,804) | (1,913) | (3,863) | |||
Accrued expenses | (2,007) | (2,862) | 690 | |||
Net cash provided by (used in) operating activities | 11,783 | 4,642 | (10,727) | |||
CASH FLOWS FROM INVESTING ACTIVITIES | ||||||
Purchases of property, plant and equipment | (4,277) | (411) | (1,176) | |||
Proceeds from sale of property, plant and equipment | 377 | 43,920 | 459 | |||
Proceeds from sale of unconsolidated affiliates | - | - | 56,737 | |||
Payments received on notes receivable | 1,105 | - | - | |||
Increase in other assets | (8) | (29) | (1,836) | |||
Decrease in other liabilities | - | (159) | (3,911) | |||
Net cash provided by (used in) investing activities | (2,803) | 43,321 | 50,273 | |||
CASH FLOWS FROM FINANCING ACTIVITIES | ||||||
Net proceeds on revolving line of credit | $ - | $ 6,231 | $ - | |||
Proceeds from issuance of long-term debt | 11,816 | 6,099 | 378 | |||
Payments of long-term debt | (19,279) | (60,330) | (39,711) | |||
Payments of deferred financing costs | (651) | (52) | (214) | |||
Proceeds from exercise of stock options | - | - | 10 | |||
Net cash used in financing activities | (8,114) | (48,052) | (39,537) | |||
Net increase (decrease) in cash and cash equivalents | 866 | -89 | 9 | |||
Cash and cash equivalents at beginning of year | 11 | 100 | 91 | |||
Cash and cash equivalents at end of year | 877 | 11 | 100 | |||
Supplementary disclosures of cash flow information | ||||||
Cash paid during the year for interest | 2,664 | 9,132 | 6,572 | |||
Income taxes paid (refunded), net | 66 | (1,119) | (6,151) | |||
Supplementary disclosures of non-cash transactions | ||||||
Note receivable received from sale of property, plant and equipment | $ - | $ 1,000 | $ - | |||
Write-off of note receivable | 170 | - | - | |||
Page 8 of 9
Revenue Recognition, page 20
2.
We have restated our comment on revenue recognition to specifically address standard and cost plus customers.
c.
Revenue recognition – The Company recognizes revenue from standard and cost plus customers when the following criteria are met: persuasive evidence of an agreement exists, delivery occurred and product accepted, the Company’s price to the buyer is fixed and determinable, and collection is reasonably assured.
Controls and Procedures, page 31
3.
We have restated our comment on controls and procedures to properly reflect paragraph (c) of Item 308 of the Regulation S-K.
As of April 2, 2005, the Company carried out an evaluation, under the supervision and with the participation of the Company’s management, including the Company’s Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of the Company’s disclosure controls and procedures. Based upon that evaluation, the Company’s management, including the Chief Executive Officer and Chief Financial Officer, concluded the Company’s disclosure controls and procedures were effective as of April 2, 2005, and they have concluded that there was no change to the Company’s internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.
Signatures
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Cagle's, Inc.
BY: /s/ J. Douglas Cagle
Chairman and Chief Executive Officer & President
February 21, 2006
Pursuant to the requirements of the Securities Exchange Act of 1934, this report is signed below by the following persons on behalf of the registrant and in the capacities indicated and on February 21, 2006:
/s/ J. Douglas Cagle
Director and Chairman and Chief Executive Officer & President
/s/ G. Bland Byrne
Director
/s/ Candace Chapman Director
/s/ Panos J. Kanes
Director
/s/ Edward J Rutkowski
Director
/s/ Mark M. Ham IV
Director and Executive Vice President & CFO
/s/ James David Cagle
Director and Vice President
/s/ George Douglas Cagle
Director and Vice President
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