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): March 29, 2005
BURKE MILLS, INC.
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(Exact name of registrant as specified in its charter)
North Carolina
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(State or other jurisdiction of incorporation or organization)
0-5680 56-0506342
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(Commission File No.) (I.R.S. Employer Identification No.)
191 Sterling Street, N.W., Valdese, North Carolina 28690
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(Address of principal executive offices) (Zip Code)
828 874-6341
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(Registrant's telephone number, including area code)
N/A
(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 obligation 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))
SECTION 4 - MATTERS RELATED TO ACCOUNTS AND FINANCIAL STATEMENTS
Item 4.02 - Non-Reliance on Previously Issued Financial Statements or a Related
Audit Report or Completed Interim Review
(a) The Chief Operating Officer and Chief Financial Officer of the
Company, Thomas I. Nail, concluded on March 29, 2005 that the financial
statements issued by the Company for the fiscal year ended January 3, 2004, the
annual report to the Securities and Exchange Commission (SEC) on Form 10-K for
that fiscal year, and the quarterly reports to the SEC on Form 10-Q for the
first three quarters of the fiscal year ended January 1, 2005, should no longer
be relied upon because of an error in such financial statements, as specified
below.
For the fiscal year ended January 3, 2004, the Company calculated the
valuation allowance (mark-down) based upon the gross value of deferred tax
assets which was $980,000. The Company has concluded that this calculation
should be restated to calculate the valuation allowance based on the difference
between deferred tax assets and deferred tax liabilities. Deferred tax
liabilities exceeded deferred tax assets by $394,000 during the fiscal year
ended January 3, 2004. The effect of the change will be to reduce the Company's
total assets as of January 3, 2004 by $60,000, decrease total liabilities by
$980,000, increase total shareholders' equity by $920,000 and decrease by
$920,000 the Company's net loss for the fiscal year ended January 3, 2004.
Following is a summary of the impact of the restatement on the
previously issued Statement of Operations and Balance Sheet for the fiscal year
ended January 3, 2004, and for the first three quarters of the fiscal year ended
January 1, 2005:
Year Ended January 3, 2004
--------------------------
(In 000s except per share data)
As
Originally As
Reported Restated
---------- --------
Statement of Operations:
Provision (credit) for taxes $ 281 $ (638)
Net loss $(2,504) $(1,584)
Net loss per share $ (0.91) $ (0.58)
Balance Sheet:
Deferred income tax asset $ 60 $ -0-
Total assets $13,138 $13,078
Deferred income tax liability $ 1,374 $ 394
Total liabilities $ 2,555 $ 1,575
Total Shareholders' Equity $10,583 $11,503
2004 Quarterly Adjustments
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(In 000's except per data share)
(Unaudited)
Quarter 4 Quarter 1 Quarter 2 Quarter 3
2003 2004 2004 2004
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Net loss:
Reported $(1,903) $(663) $(29) $(299)
Adjustment $ 920 $ 201 $(55) $ (22)
As Restated $ (983) $(462) $(84) $(321)
Net loss per share:
Reported $(0.69) $(0.24) $(0.01) $(0.11)
Adjustment $(0.33) $ 0.07 $(0.02) $(0.01)
As Restated $(0.36) $(0.17) $(0.03) $(0.12)
2004 Quarters Ended
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April 3 July 3 Oct 2
As April 3 As July 3 As Oct 2
Originally As Originally As Originally As
Reported Restated Reported Restated Reported Restated
-------- -------- -------- -------- -------- --------
Deferred tax
asset 62 -- 62 -- 72 --
Total Assets 13,635 13,573 13,576 13,514 13,014 12,942
Deferred income
tax liability 1,288 105 1,204 76 1,115 --
Total Liabilities 3,715 2,532 3,684 2,556 3,421 2,306
Total Shareholders
Equity 9,921 11,042 9,892 11,020 9,593 10,636
The Company's Chief Operating Officer and Chief Financial Officer,
Thomas I. Nail, has discussed the matters disclosed in this filing with the
Chairman of the Company's Audit Committee and with the independent registered
accountant for the Company.
SECTION 9 - FINANCIAL STATEMENTS AND EXHIBITS
Item 9.01 - Financial Statements and Exhibits
(c) Exhibits. See Exhibit No. 99.1, Press Release issued April 1, 2005,
attached hereto.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
Date: April 1, 2005 BURKE MILLS, INC.
By: s/Thomas I. Nail
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Thomas I. Nail
President and COO
EXHIBIT INDEX
Exhibit No. Description of Exhibit
99.1 Press Release issued April 1, 2005
EXHIBIT 99.1
BURKE MILLS, INC.
VALDESE, NC
PRESS RELEASE
Valdese, NC, April 1, 2005 - Burke Mills, Inc. (OTCBB:BMLS.OB) today
announced that the financial statements issued by the Company for the fiscal
year ended January 3, 2004 required a restatement with respect to calculation of
the valuation allowance (mark-down) of deferred tax assets.
For the fiscal year ended January 3, 2004, the Company calculated the
valuation allowance (mark-down) based upon the gross value of deferred tax
assets which was $980,000. The Company has concluded that this calculation
should be restated to calculate the valuation allowance based on the difference
between deferred tax assets and deferred tax liabilities. Deferred tax
liabilities exceeded deferred tax assets by $394,000 during the fiscal year
ended January 3, 2004. The effect of the change will be to reduce the Company's
total assets as of January 3, 2004 by $60,000, decrease total liabilities by
$980,000, increase total shareholders' equity by $920,000 and decrease by
$920,000 the Company's net loss for the fiscal year ended January 3, 2004.
Following is a summary of the impact of the restatement on the
previously issued Statement of Operations and Balance Sheet for the fiscal year
ended January 3, 2004 and for the first three quarters of the fiscal year ended
January 1, 2005:
Year Ended January 3, 2004
--------------------------
(In 000s except per share data)
As
Originally As
Reported Restated
---------- --------
Statement of Operations:
Provision (credit) for taxes $ 281 $ (638)
Net loss $(2,504) $(1,584)
Net loss per share $ (0.91) $ (0.58)
Balance Sheet:
Deferred income tax asset $ 60 $ -0-
Total assets $13,138 $13,078
Deferred income tax liability $ 1,374 $ 394
Total liabilities $ 2,555 $ 1,575
Total Shareholders' Equity $10,583 $11,503
2004 Quarterly Adjustments
-------------------------------
(In 000's except per data share)
(Unaudited)
Quarter 4 Quarter 1 Quarter 2 Quarter 3
2003 2004 2004 2004
---------- ---------- --------- ---------
Net loss:
Reported $(1,903) $(663) $(29) $(299)
Adjustment $ 920 $ 201 $(55) $ (22)
As Restated $ (983) $(462) $(84) $(321)
Net loss per share:
Reported $(0.69) $(0.24) $(0.01) $(0.11)
Adjustment $(0.33) $ 0.07 $(0.02) $(0.01)
As Restated $(0.36) $(0.17) $(0.03) $(0.12)
2004 Quarters Ended
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April 3 July 3 Oct 2
As April 3 As July 3 As Oct 2
Originally As Originally As Originally As
Reported Restated Reported Restated Reported Restated
-------- -------- -------- -------- -------- --------
Deferred tax
asset 62 -- 62 -- 72 --
Total Assets 13,635 13,573 13,576 13,514 13,014 12,942
Deferred income
tax liability 1,288 105 1,204 76 1,115 --
Total Liabilities 3,715 2,532 3,684 2,556 3,421 2,306
Total Shareholders
Equity 9,921 11,042 9,892 11,020 9,593 10,636