SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 10-Q
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(Mark One)
(x) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended July 03, 2004
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
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CAGLES, INC.
(Exact name of Registrant as specified in its charter)
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GEORGIA 58-0625713
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification no.)
2000 Hills Ave., Atlanta, Ga, 30318
(Address of principal executive offices) (Zip code)
Registrant’s telephone number, including area code: (404) 355-2820
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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. Yes (x) No ( )
Indicate by check mark whether the registrant is an accelerated filer (as defined in Exchange Act Rule 12b - 2). Yes (x) No ( )
The Registrant had 4,742,998 shares of Class A Common Stock, outstanding as of July 03, 2004.
PART 1. FINANCIAL INFORMATION
Item1. Financial Statements
Cagle's, Inc. & Subsidiary Consolidated Balance Sheets
July 3, 2004 and April 3, 2004
(In Thousands, Except Par Value)
(Period 7/3/04 Unaudited)
| 7/3/2004 | 4/3/2004 |
Assets ----------------------------------------- |
| |
CURRENT ASSETS |
| |
Cash | $ 14 | $ 11 |
Accounts receivable, less allowance for doubtful accounts | 12,327 | 11,662 |
Inventories | 21,384 | 19,329 |
Note receivable | 667 | 1,000 |
Refundable income tax, current portion | 1,068 | 1,068 |
Other current assets | 664 | 657 |
Total Current Assets | 36,124 | 33,727 |
|
| |
Investments in unconsolidated affiliates | 5,092 | 4,041 |
|
| |
Property, Plant, and Equipment |
| |
Land | 1,976 | 1,976 |
Buildings, machinery and equipment | 101,466 | 101,466 |
Autos & trucks | 4,704 | 4,639 |
Construction in progress | 105 | - |
| 108,251 | 108,081 |
|
| |
Less accumulated depreciation | (64,755) | (63,857) |
Property, plant, and equipment, net | 43,496 | 44,224 |
|
| |
Other Assets: |
| |
Long term refundable taxes | 2,195 | 2,390 |
Intangible assets | 165 | 169 |
Deferred income taxes | 8,450 | 11,892 |
Other assets | 3,537 | 3,576 |
Total Other Assets | 14,347 | 18,027 |
TOTAL ASSETS | $ 99,059 | $ 100,019 |
|
| |
LIABILITIES & STOCKHOLDERS' EQUITY--------------- |
| |
CURRENT LIABILITIES |
| |
Current maturities of long term debt | $ 2,920 | $ 2,921 |
Accounts payable | 13,819 | 18,367 |
Accrued expenses | 6,611 | 6,675 |
Deferred income taxes | 2,238 | 2,237 |
Total Current Liabilities | 25,588 | 30,200 |
|
| |
Long Term Debt (net of current maturities) | 32,043 | 34,552 |
Other Noncurrent Liabilities | 1,000 | 1,000 |
|
| |
STOCKHOLDERS' EQUITY: |
| |
Common stock, $1 par value; authorized 9,000 shares, 4,744 shares |
| |
issued at July 3, 2004 and April 3, 2004, respectively | 4,744 | 4,744 |
Capital in excess of par value | 4,198 | 4,198 |
Treasury stock held for options, at cost | (80) | (80) |
Retained earnings | 31,566 | 25,405 |
Total Stockholders' Equity | 40,428 | 34,267 |
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY | $ 99,059 | $ 100,019 |
The accompanying notes are an integral part of these consolidated financial statements.
Cagle's, Inc. & Subsidiary
Consolidated Statements of Income
For the 13 weeks ended July 3, 2004
and the 13 weeks ended June 28, 2003
(In Thousands, except per share data)
(Unaudited)
| 13 wks ended |
| 13 wks ended |
7/3/2004 |
| 6/28/2003 | |
|
| ||
Net Sales | $ 67,152 | $ 72,450 | |
Costs and Expenses: |
| ||
Cost of Sales | 55,055 | 72,587 | |
Selling and Delivery | 1,566 | 2,024 | |
General and Administrative | 1,355 | 2,088 | |
Total costs and expenses | 57,976 | 76,699 | |
|
| ||
Income (Loss) From Operations | 9,176 | (4,249) | |
|
| ||
Other Income(Expense): |
| ||
Interest expense | (701) | (1,778) | |
Other Income, Net | 13 | 2 | |
|
| ||
Earnings (Loss) Before equity in earnings of |
| ||
unconsolidated affiliates and income taxes | 8,488 | (6,025) | |
|
| ||
Equity in earnings of unconsolidated affiliates | 1,116 | 733 | |
Income (Loss) before income taxes | 9,604 | (5,292) | |
|
| ||
Income Taxes Provision (Benefit) | 3,442 | (1,903) | |
Net Income (Loss) | $ 6,162 | $ (3,389) | |
|
| ||
Weighted Average Shares Outstanding |
| ||
-Basic | 4,743 | 4,745 | |
-Diluted | 4,743 | 4,745 | |
|
| ||
Net Income (Loss) Per Common Share |
| ||
-Basic | $ 1.30 | $ (0.71) | |
-Diluted | $ 1.30 | $ (0.71) | |
Dividends Per Common Share | $ - | $ - |
The accompanying notes are an integral part of these consolidated financial statements.
Cagle's, Inc. & Subsidiary
Consolidated Statements of Cash Flows
For the 13 weeks ended July 3, 2004 and June 28, 2003
(In Thousands) (Unaudited)
| 07/03/04 |
| 06/28/03 |
CASH FLOWS FROM OPERATING ACTIVITIES: |
|
|
|
Net Income (Loss) | $ 6,162 |
| $ (3,389) |
|
| ||
Adjustments to reconcile net income (loss) to net cash provided |
| ||
by operating activities: |
| ||
Depreciation and amortization | 962 |
| 3,246 |
Changes in assets and liabilities: |
| ||
Accounts receivables, net | (665) |
| (2,309) |
Gain on sales of property, plant & equip. | (10) |
| - |
Income Tax Receivables | 195 |
| - |
Inventories | (2,055) |
| 134 |
Note receivable | 333 |
| - |
Other current assets | (7) |
| (256) |
Changes in investment in unconsolidated affiliates | (1,051) |
| (81) |
Accounts payable | (4,548) |
| 2,328 |
Accrued expenses | (64) |
| 448 |
Deferred Income Taxes | 3,442 |
| (1,904) |
Total Adjustments | (3,468) |
| 1,607 |
Net cash provided (used) by operating activities | 2,694 |
| (1,782) |
|
| ||
CASH FLOWS FROM INVESTING ACTIVITIES: |
| ||
Additions to property, plant, and equipment | (220) |
| (58) |
(Increase) decrease in Other Assets | 39 |
| 379 |
Net cash provided (used) by investing activities | (181) |
| 321 |
|
| ||
CASH FLOWS FROM FINANCING ACTIVITIES: |
| ||
Payments of long-term debt and capital lease obligations | (2,510) |
| (1,533) |
Proceeds from issuance of long-term debt | - |
| 2,914 |
Net cash provided (used) by financing activities | (2,510) |
| 1,381 |
NET INCREASE (DECREASE) IN CASH | 3 |
| (80) |
|
| ||
CASH AT BEGINNING OF PERIOD | 11 |
| 100 |
CASH AT END OF PERIOD | $ 14 |
| $ 20 |
|
| ||
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION: |
| ||
Cash paid during the period for: Interest | $ 699 |
| $ 1,704 |
Income Taxes | $ - |
| $ - |
The accompanying notes are an integral part of these consolidated financial statements.
Cagle's, Inc. & Subsidiary
Notes to Consolidated Condensed Financial Statements
July 3, 2004
1. Basis of Presentation
Interim Period Accounting Policies
In the opinion of management, the accompanying unaudited consolidated financial statements contain all adjustments which are of a normal and recurring nature necessary to present fairly the consolidated financial position of Cagle's, Inc. and Subsidiary (the "Company") as of July 3, 2004 and April 3, 2004 and the results of their operations for the 13 weeks ended July 3, 2004 and the 13 weeks ended June 28, 2003. Results of operations for the 13 weeks ended July 3, 2004 are not necessarily indicative of results to be expected for the full fiscal year ending April 2, 2005.
The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial statements. Although the Company believes that the disclosures in these unaudited condensed consolidated financial statements are adequate to make the information presented for the interim periods not misleading, certain information and footnote information normally included in annual consolidated financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted pursuant to the rules and regulations of the Securities and Exchange Commission, and these financial statements should be read in conjunction with the Company's audited consolidated financial statements included in the Company's annual report to shareholders for the fiscal year ended April 3, 2004.
2. Computation of net income per share
The following table sets forth the computation of basic and diluted earnings per share:
| 13 wks ended |
| 13 wks ended |
| 07/03/04 |
| 06/28/03 |
Net Income (Loss) as reported | $ 6,162 |
| $ (3,389) |
|
|
|
|
Weighted Average Shares Outstanding |
|
| |
-Basic | 4,743 |
| 4,745 |
-Diluted | 4,743 |
| 4,745 |
|
|
|
|
Net Income (Loss) Per Common Share |
|
|
|
-Basic | $ 1.30 |
| $ (0.71) |
-Diluted | $ 1.30 |
| $ (0.71) |
Dividends Per Common Share | $ - |
| $ - |
3. Investments in Unconsolidated Affiliates
The Company accounts for its investments in its unconsolidated affiliates using the equity method. The Company's share of earnings from these affiliates totaled $1,116 for the 13 weeks ended July 3, 2004, and $733 for the 13 weeks ended June 28, 2003.
4. Other Non-Recurring Activities
During the 13 weeks ended July 3, 2004 the Company had no non-recurring activity. During the 13 weeks ended June 28, 2003 the Company received $1,816 as recovery in a lawsuit involving vitamin manufacturers and a class action settlement involving methionine manufactures. This represents recovery of overcharges for ingredients of poultry feed and as such was recorded as a credit to cost of sales.
5. Inventories consisted of the following:
(In Thousands)
| July 3, 2004 |
| April 3, 2004 |
|
|
|
|
Finished Product | 3,586 |
| 2,918 |
Field Inventory and Breeders | 13,490 |
| 12,762 |
Feed, Eggs, and Medication | 3,522 |
| 2,881 |
Supplies | 786 |
| 768 |
| $ 21,384 |
| $ 19,329 |
6. Discontinued operations
The following table details effects of discontinued operations on the previous period’s Income Statement as adjusted to remove effects of discontinued operations.
| As Reported |
| As Adjusted |
| 13 Wks Ended |
| 13 Wks Ended |
| 6/28/2003 |
| 6/28/2003 |
|
|
|
|
Net Sales | $ 72,450 |
| $ 40,530 |
Costs and Expenses: |
|
|
|
Cost of Sales | 72,587 |
| 36,387 |
Selling and Delivery | 2,024 |
| 1,837 |
General and Administrative | 2,088 |
| 1,761 |
Total costs and expenses | 76,699 |
| 39,985 |
|
|
|
|
Income (Loss) From Operations | (4,249) |
| 545 |
|
|
|
|
Other Income (Expense): |
|
|
|
Interest expense | (1,778) |
| (1,778) |
Other Income, Net | 2 |
| 2 |
|
|
|
|
Earnings (Loss) Before equity in earnings of |
|
|
|
unconsolidated affiliates and income taxes | (6,025) |
| (1,231) |
|
|
|
|
Equity in earnings of unconsolidated affiliates | 733 |
| 733 |
Loss before income taxes | (5,292) |
| (498) |
|
|
|
|
Income Taxes Provision (Benefit) | (1,903) |
| (176) |
Net Loss | $ (3,389) |
| $ (322) |
|
|
|
|
Weighted Average Shares Outstanding |
|
|
|
-Basic | 4,745 |
| 4,745 |
-Diluted | 4,745 |
| 4,745 |
|
|
|
|
Net Loss Per Common Share |
|
|
|
-Basic | $ (0.71) |
| $ (0.07) |
-Diluted | $ (0.71) |
| $ (0.07) |
7. Major accounting policies
Refer to the company’s 2004 annual report on Form 10-K for a description of major accounting policies. There have been no material changes to these accounting policies.
8. Use of Estimates
The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosures of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results may vary from those estimates.
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations
July 3, 2004
The disclosures in this quarterly report are complementary to those made in the company’s 2004 annual report on Form 10-K.
Results of Operations
A significant improvement in selling prices during the 13 weeks ended July 3, 2004 helped improve the operating results as compared to a year ago. Reference below a recap of key statistical variances, where in the left hand column reported results for the 13 weeks ended July 3, 2004 are compared to reported results for the 13 weeks ended June 28, 2003. In the right hand column, the 13 weeks ended July 3, 2004 are compared to results for the 13 weeks ended June 28, 2003 as adjusted for the sale of the Perry complex.
| As Reported |
| As Adjusted |
| a year ago |
| a year ago |
| compared to |
| compared to |
| current period |
| current period |
| % Change |
| % Change |
Sales Tonnage | (24)% |
| 19% |
Sales Dollars | (7)% |
| 66% |
Costs and Expense Dollars | (24)% |
| 45% |
(As Adjusted column numbers are adjusted to eliminate from As Reported column the effect of the sale of a complex in the previous year)
As compared to actual reported numbers, sales tonnage declined 24% and costs and expense dollars also declined 24%; while sales dollars only declined 7%. When compared to last years first quarter as adjusted for the Perry complex disposition, sales tonnage increased 19%, and costs and expense dollars increased 45%, and sales dollars increased 66%.
Inventories remain low and operating efficiencies remain high. Feed ingredient prices averaged 33.05% higher during the quarter as compared to a year ago levels. The increase in feed ingredient prices impacted the 13 weeks ended July 3, 2004 by increasing feed costs $4.6 million.
Financial Condition
The Company's liquidity has vastly improved from the previous year and even the previous quarter. The Company had available unused credit facility basis at July 3, 2004. The Company has returned its ability to garner vendors offerings of discount terms for accelerated payment. We continued our strategy to further strengthen our financial position by primarily using available cash flow to make payments on outstanding debt obligations.
We believe that our cash flow provided by operations will be adequate to cover our fiscal 2005 working capital needs, debt service requirements and planned capital expenditures to the extent such items are known or are reasonably determinable based on current business and market conditions. However, we may elect to finance certain of our capital expenditure requirements through borrowings under our credit facilities or operating leases.
Selling, Delivery and Administrative Expenses
As a group these expenses decreased $1.2 million or 29% for the 13 weeks ended July 3, 2004 versus actual reported numbers for the 13 weeks ended June 28, 2003 ; after adjusting the 13 weeks ended June 28, 2003 for the complex disposition these expenses decreased $677 thousand or 19%, with major reductions being generated by reductions in payroll, commissions, professional and bank fees.
Interest Expense
Interest expense for the thirteen weeks ended July 3, 2004 decreased by $1,077 or 61% over the same period of a year ago. This is reflective of decreased borrowings and lower interest rates than a year ago.
Other Income
During the 13 weeks ended July 3, 2004, the Company had no non-recurring activity. During the 13 weeks ended June 28, 2003 the Company received $1,816 as recovery in a lawsuit involving vitamin manufacturers and a class action settlement involving methionine manufactures.
Equity in Earnings of Unconsolidated Affiliates
The Company's interest in earnings of unconsolidated affiliates increased by $383 or 52.3% due to affiliates volume increases.
Income Taxes
The provision for income taxes reflects the Company's estimated liability for income taxes net of any credits to which the Company may be entitled. The Company has classified the income tax benefit as a non-current tax asset in anticipation of application of loss carry forwards in future periods.
Item 3: Quantitative and Qualitative Disclosures about Market Risk
Risk Factors
Industry cyclicality can affect our earnings, especially due to fluctuations in commodity prices of feed ingredients and chicken. Profitability in the chicken industry is materially affected by the commodity prices of chicken and feed ingredients, which are determined by supply and demand factors, which result in cyclical earnings fluctuations. The production of feed ingredients is positively or negatively affected primarily by weather patterns throughout the world, the global level of supply inventories and demand for feed ingredients, and the agricultural policies of the United States and foreign governments. In particular, weather patterns often change agricultural conditions in an unpredictable manner. A sudden and significant change in weather patterns could affect supplies of feed ingredients, as well as both the industry’s and our ability to obtain feed ingredients, grow chickens and deliver products. High feed ingredient prices have had a material adverse effect on our operating results in the past. We periodically seek, to the extent available, to enter into advance purchase commitments for the purchase of feed ingredients in an effort to manage our feed ingredient costs. The use of such instruments may not be successful.
Leverage. Our indebtedness could adversely affect our financial condition. We presently have, and expect to continue to have, an amount of indebtedness. Our indebtedness could have important consequences to stockholders. For example, it could: increase our vulnerability to general adverse economic conditions; require us to dedicate a substantial portion of our cash flow from operations to payments on our indebtedness, thereby reducing the availability of our cash flow to fund working capital, capital expenditures and for other general corporate purposes; limit our flexibility in planning for, or reacting to, changes in our business and the industry in which we operate; place us at a competitive disadvantage compared to our competitors that have less debt; limit, along with the financial and other restrictive covenants in our indebtedness, our ability to borrow additional funds, and failing to comply with those covenants could result in an event of default or require redemption of indebtedness. Either of the se events could have a material adverse effect on us. Our ability to make payments on and to refinance our indebtedness will depend on our ability to generate cash in the future, which is dependent on various factors. These factors include the commodity prices of feed ingredients and chicken and general economic, financial, competitive, legislative, regulatory and other factors that are beyond our control.
Additional Borrowings Available. Despite our indebtedness, we are not prohibited from incurring additional indebtedness in the future.
Contamination of Products. If our products become contaminated, we may be subject to product liability claims and product recalls.
Livestock and Poultry Disease. Outbreaks of livestock diseases in general and poultry disease in particular, can significantly restrict our ability to conduct our operations. We take all reasonable precautions to ensure that our flocks are healthy and that our processing plants and other facilities operate in a sanitary and environmentally sound manner. However, events beyond our control, such as the outbreak of disease, could significantly restrict our ability to conduct our operations. Furthermore, an outbreak of disease could result in governmental restrictions on the import and export of our fresh chicken, to or from our suppliers, facilities or customers, or require us to destroy one or more of our flocks. This could result in the cancellation of orders by our customers and create adverse publicity that may have a material adverse effect on our ability to market our products successfully and on our business, reputation and prospects.
Insurance. We are exposed to risks relating to product liability, product recall, property damage and injuries to persons for which insurance coverage is expensive, limited and potentially inadequate.
Significant Competition. Competition in the chicken industry with other vertically integrated poultry companies could adversely affect our business.
Government Regulation. Regulation, present and future, is a constant factor affecting our business. The chicken industry is subject to federal, state and local governmental regulation, including health and environmental areas. We anticipate increased regulation by various agencies concerning food safety, the use of medication in feed formulations and the disposal of poultry by-products and wastewater discharges. Unknown matters, new laws and regulations, or stricter interpretations of existing laws or regulations may materially affect our business or operations in the future.
Cautionary Statements Relevant To Forward-Looking Information For The Purpose Of "Safe Harbor" Provisions Of The Private Securities Litigation Reform Act Of 1995
The Company and its representatives may from time to time make written or oral forward-looking statements, including forward-looking statements made in this report, with respect to their current views and estimates of future economic circumstances, industry conditions, company performance and financial results. These forward-looking statements are subject to a number of factors and uncertainties which could cause the Company's actual results and experiences to differ materially from the anticipated results and expectations, expressed in such forward-looking statements. The Company wishes to caution readers not to place undue reliance on any forward-looking statements, which speak only as of the date made. Among the factors that may affect the operating results of the Company are the following: (1) fluctuations in the cost and availability of raw materials, such as feed grain costs; (2) changes in the availability and relative co
sts of labor and contract growers; (3) operating efficiencies of facilities; (4) market conditions for finished products, including the supply and pricing of alternative proteins; (5) effectiveness of marketing programs and advertising; (6) risks associated with leverage, including cost increases due to rising interest rates; (7) risks associated with effectively evaluating derivatives and hedging activities; (8) changes in regulations and laws, including changes in accounting standards, environmental laws and occupational, health and safety laws; (9) issues related to food safety, including costs resulting from product recalls, regulatory compliance and any related claims or litigation; (10) adverse results from on-going litigation; (11
Item 4. Controls and Procedures.
Evaluation of disclosure controls and procedures.
The term “disclosure controls and procedures” (defined in SEC Rule 13a-15(e)) refers to the controls and other procedures of a company that are designed to ensure that information required to be disclosed by a company in the reports that it files under the Securities Exchange Act of 1934 (the “Exchange Act”) is recorded, processed, summarized and reported within required time periods. The Company’s management, with the participation of the Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of the Company’s disclosure controls and procedures as of the end of the period covered by this quarterly report (the “Evaluation Date”). Based on that evaluation, the Company’s Chief Executive Officer and Chief Financial Officer have concluded that, as of the Evaluation Date, such controls and procedures were effective.
Changes in internal controls.
The term “internal control over financial reporting” (defined in SEC Rule 13a-15(f)) refers to the process of a company that is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. The Company’s management, with the participation of the Chief Executive Officer and Chief Financial Officer, have evaluated any changes in the Company’s internal control over financial reporting that occurred during the period covered by this quarterly report, 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.
Part II Other Information
Item 1. Legal Proceedings
Suit was filed against Cagle's Farms, Inc. on December 18, 1998 in U.S. District Court for the Northern District of Georgia by terminated contract broiler growers. Cagle's, Inc. was subsequently added as a party. These former growers sought unspecified damages and alleged, among other things, that their birds were misweighed on numerous occasions and that they were terminated as growers because of their involvement in a poultry grower's association. Cagle's, Inc. and Cagle's Farms, Inc. denied all allegations. During the fiscal year 2003 the case settled and in fiscal year 2004, the case was dismissed with prejudice. In addition to the above mentioned case, a suit was brought against Cagle's, Inc., Cagle's Farms, Inc., Cagle Foods JV, LLC and Cagle Keystone Foods JV, LLC on May 12, 1999 in U.S. District Court for the Northern District of Georgia by three contract broiler growers. This suit alleged certain discrepancies in weighing live poultry and sought unspecified damages. The Company and other defendants denied all allegations. This suit sought class action status, which was denied by the Court. Subsequently, on July 2, 2001, a number of individual contract growers filed suit against Cagle's, Inc. and Cagle's Farms, Inc. in U.S. District Court for the Northern District of Georgia, also alleging certain discrepancies in weighing and seeking unspecified damages. Cagle's, Inc. and Cagle's Farms, Inc. denied all allegations. During the fiscal year 2003, both cases settled and, in fiscal year 2004, both of these cases were dismissed with prejudice.
Also, suit was filed on May 19, 1999 against Cagle's, Inc., Cagle's Farms, Inc., Cagle Foods JV, LLC, Cagle Foods Credit LLC and Cagle's Keystone Foods, LLC in the U.S. District Court for the Middle District of Georgia. This suit was brought by contract growers seeking unspecified damages and alleging the defendants misrepresented certain facts regarding profitability and cash flow as an inducement to their becoming contract producers. The Company and other defendants denied all allegations. In fiscal year 2004, the Court entered Summary Judgment in favor of the Company and all other defendants and the Plaintiffs appealed the ruling. Subsequently in fiscal year 2004, the parties settled and the Plaintiffs dismissed their appeal.
Two additional suits were filed in the U.S. District Court for the Middle district of Georgia on June 15, 2001 and June 22, 2001 against Cagle's, Inc., Cagle's Farms, Inc., Cagle Foods JV LLC d/b/a Cagle-Keystone Foods. These two suits were brought by different contract growers seeking unspecified damages and alleging the defendants misrepresented certain facts regarding profitability and cash flow as an inducement to their becoming contract producers. During fiscal year 2004, Summary Judgment was granted in the June 22, 2001 suit in favor all defendants and during fiscal year 2004, the Plaintiff appealed the summary judgment ruling. Subsequent to the end of the fiscal year, the Court of appeals dismissed the appeal as lacking in jurisdiction. The Plaintiff filed a new appeal, and the Company intends to vigorously defend this appeal. With regard to the case filed on June 15, 2001, summary judgment was entered in favor of Cagle's, Inc. and Cagle's Farms, Inc. during fiscal year 2004. No appeal has been taken because there has not been a final judgment rendered in the case. The Company anticipates that the Plaintiff will appeal the summary judgment ruling, and the Company intends to vigorously defend any such appeal.
Other than those actions listed above, the Company is routinely involved in various lawsuits and legal matters on an ongoing basis as a result of day to day operations; however, the Company does not believe that the ultimate resolution of these matters will have a material adverse effect on the Company or its business.
Item 2. Changes in Securities and Use of Proceeds
None.
Item 3. Defaults upon Senior Securities
None.
Item 4. Submission of Matters to a Vote of Security Holders
On July 09, 2004, the Company held its Annual Meeting of Shareholders. The following item was submitted to a vote of shareholders through the solicitation of proxies: Election of Directors
The following persons were elected to serve as directors on the Company’s Board of Directors until the 2005 Annual Meeting of Shareholders or until their successors have been duly elected and qualified or until the earlier of their resignation or removal. Voting results were as follows:
| For |
| Against (1) |
J. DOUGLAS CAGLE | 4,624,617 |
| 28,579 |
PANOS KANES | 4,652,434 |
| 762 |
G. BLAND BYRNE III | 4,623,193 |
| 30,003 |
CANDACE CHAPMAN | 4,652,634 |
| 562 |
EDWARD J. RUTKOWSKI | 4,652,634 |
| 562 |
MARK M. HAM IV | 4,624,655 |
| 28,541 |
GEORGE DOUGLAS CAGLE | 4,622,493 |
| 30,703 |
JAMES DAVID CAGLE | 4,622,493 |
| 30,703 |
(1) In determining the results of voting, abstentions or authorizations withheld and broker nonvotes have the same effect as a vote against the nominated director.
Item 5. Other Information
None.
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
31.1 Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2 Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1 Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2 Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
(b) Reports on Form 8-K
1. The Company filed an DEF-14a on June 9, 2004, to furnish a definitive proxy statement.
2. The Company filed an ARS on June 09, 2004, to furnish an Annual Report to Security Holders.
3. The Company filed an 8-K on June 10, 2004, to furnish a press release announcing its results of operations for the fourth quarter of 2004.
4. The Company filed an 10-K on June 24, 2004, to furnish an Annual report [Section 13 and 15(d), not S-K Item 405].
5. The Company filed an 8-K on August 02, 2004, to furnish a press release announcing its results of operations for the first quarter of 2005.
No other reports on Form 8-K were filed during the first quarter of 2005 or in the subsequent interim period between July 3, 2004 and the date of this filing.
Signatures
Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
Date: 08/10/04
/s/ J. Douglas Cagle /s/ Mark M. Ham IV
Chairman and C.E.O. Chief Financial Officer
CERTIFICATION OF CHIEF EXECUTIVE OFFICER
PURSUANT TO SECTION 302
OF THE SARBANES-OXLEY ACT OF 2002
I, J. Douglas Cagle, Chairman and Chief Executive Officer of Cagle’s, Inc., certify that:
1. I have reviewed this quarterly report on Form 10-Q for the period ended July 3, 2004 of Cagle’s, Inc.;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of and for the periods presented in this quarterly report;
4. The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and we have:
(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report, based on such evaluation; and
(d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent function):
(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
Date: August 10, 2004
By: /s/ J. Douglas Cagle
J. Douglas Cagle
Chief Executive Officer
CERTIFICATION OF CHIEF FINANCIAL OFFICER
PURSUANT TO SECTION 302
OF THE SARBANES-OXLEY ACT OF 2002
I, Mark M. Ham IV, Chief Financial Officer of Cagle’s, Inc., certify that:
1. I have reviewed this quarterly report on Form 10-Q for the period ended July 3, 2004 of Cagle’s, Inc.;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of and for the periods presented in this quarterly report;
4. The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and we have:
(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report, based on such evaluation; and
(d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent function):
(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
Date: August 10, 2004
By: /s/ Mark M. Ham IV
Mark M. Ham IV
Chief Financial Officer
CERTIFICATION OF CHIEF EXECUTIVE OFFICER
PURSUANT TO 18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO SECTION 906 OF
THE SARBANES-OXLEY ACT OF 2002
In connection with the accompanying Quarterly Report on Form 10-Q of Cagle’s, Inc. for the period ended July 3, 2004 as filed with the Securities and Exchange Commission on the date hereof (the “Form 10-Q”), I, J. Douglas Cagle, Chief Executive Officer of Cagle’s, Inc., certify, pursuant to 18 U.S.C. 1350, as adopted pursuant to section 906 of the Sarbanes-Oxley Act of 2002, to the best of my knowledge, that:
1. The Form 10-Q fully complies with the requirements of Section 13(a) or 15(d) of the Securities and Exchange Act of 1934, and
2. The information contained in the Form 10-Q fairly presents, in all material respects, the financial condition and results of operations of the Company.
Date: August 10, 2004
By: /s/ J. Douglas Cagle
J. Douglas Cagle
Chief Executive Officer
CERTIFICATION OF CHIEF FINANCIAL OFFICER
PURSUANT TO 18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO SECTION 906 OF
THE SARBANES-OXLEY ACT OF 2002
In connection with the accompanying Quarterly Report on Form 10-Q of Cagle’s, Inc. for the period ended July 3, 2004 as filed with the Securities and Exchange Commission on the date hereof (the “Form 10-Q”), I, Mark M. Ham IV, Chief Financial Officer of Cagle’s, Inc., certify, pursuant to 18 U.S.C. 1350, as adopted pursuant to section 906 of the Sarbanes-Oxley Act of 2002, to the best of my knowledge, that:
1. The Form 10-Q fully complies with the requirements of Section 13(a) or 15(d) of the Securities and Exchange Act of 1934, and
2. The information contained in the Form 10-Q fairly presents, in all material respects, the financial condition and results of operations of the Company.
Date: August 10, 2004
By: /s/ Mark M. Ham IV
Mark M. Ham IV
Chief Financial Officer