MARC GROUP
10-Q/A, 1996-05-16
ENGINEERING, ACCOUNTING, RESEARCH, MANAGEMENT
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<PAGE>   1
   
                                 FORM 10-Q-A
    

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, DC  20549
(Mark One)
    [X]      QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE 
                       SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 1996
                                       OR

    [ ]      TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE 
                       SECURITIES EXCHANGE ACT OF 1934

For the period from _________________________ to _________________________

Commission file number 0-13217

                                 M/A/R/C INC.
- --------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)

          Texas                                                  75-1781525    
- -------------------------------                              -------------------
(State or Other Jurisdiction of                               (I.R.S. Employer
Incorporation or Organization)                               Identification No.)


7850 North Belt Line Road, Irving, Texas                            75063
- --------------------------------------------------------------------------------
(Address of Principal Executive Offices)                          (Zip Code)

                                (214) 506-3400
- --------------------------------------------------------------------------------
              (Registrant's Telephone Number, Including Area Code)


- --------------------------------------------------------------------------------
            (Former name, former address and former fiscal year, if
                           changed since last report)

    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 report), and (2) has been subject to such
filing requirements for the past 90 days.

Yes     X      No 
      -----       -----

               APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
                   PROCEEDING DURING THE PRECEDING FIVE YEARS

    Indicate by check mark whether the registrant has filed all documents and
reports required to be filed by Sections 12, 13 or 15(d) of the Securities
Exchange Act of 1934 subsequent to the distribution of securities under a plan
confirmed by a court.

Yes            No 
      -----       -----

                      APPLICABLE ONLY TO CORPORATE ISSUERS

Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date: 3,137,080 shares as of March
31, 1996.
<PAGE>   2
THE M/A/R/C GROUP
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
(Continued)


CAPITAL RESOURCES AND LIQUIDITY

       The Company purchased its headquarters facility during the quarter for
approximately $20,000,000, financed with a combination of a mortgage and bank
debt.  The purchase will have the effect of reducing occupancy costs by an
estimated $100,000 on an annualized basis.

   
       From December 31, 1995, to March 31, 1996, cash and short-term 
investments decreased $883,000. During the three-month period, $83,000 in cash
was used to repurchase common stock of the Company.  The March 31, 1996, cash
and short-term investments position of $965,000 and the temporary investment
position of $10,246,000, the working capital position of $13,601,000, and the
existing and unused lines of bank credit totaling $3,000,000 are adequate to
support the Company's cash requirements for operating and capital expenditures.
    

EFFECT OF INFLATION ON OPERATIONS

       Due to a wide diversity in terms of project size, costs and project
duration, the Company is unable to estimate accurately the effects of inflation
on its revenue and profit.  The major consequence of inflation is mitigated by
controlling cost estimating procedures in a timely manner where possible.





                                       8
<PAGE>   3
                                   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 thereunto duly authorized.


                                                  The M/A/R/C Group            
                                        ----------------------------------------
                                                     (Registrant)



   
Date:      May 16, 1996                           /s/ Sharon M. Munger         
       -----------------------          ----------------------------------------
                                                      Sharon M. Munger
                                                      (President and
                                                  Chief Executive Officer)
    



   
Date:      May 16, 1996                           /s/ Harold R. Curtis         
       -----------------------          ----------------------------------------
                                                      Harold R. Curtis
                                                 (Chief Financial Officer)
    





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