MARSH SUPERMARKETS INC
10-Q, 1994-11-28
GROCERY STORES
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                              UNITED STATES
                    SECURITIES AND EXCHANGE COMMISSION
                         WASHINGTON, D.C.  20549

                                FORM 10-Q

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

             For the quarterly period ended October 15, 1994

                      Commission File Number 0-1532


                         MARSH SUPERMARKETS, INC.
          (Exact name of registrant as specified in its charter)

                  INDIANA                          35-0918179
      (State or other jurisdiction of            (IRS Employer
       incorporation or organization)          Identification No.)

          9800 CROSSPOINT BOULEVARD
            INDIANAPOLIS, INDIANA                  46256-3350 
  (Address of principal executive offices)         (Zip Code)

                              (317) 594-2100
           (Registrant's telephone number, including area code)


        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 twelve months and (2) has been subject to such
    filing requirements for at least the past 90 days.


     Number of shares outstanding of each of the issuer's classes of
                    common stock as of October 15, 1994:

                    Class A Common Stock  - 3,900,298 shares
                    Class B Common Stock  - 4,505,804 shares
                                            ----------------
                                            8,406,102 shares
                                            ================
<PAGE>
    PART I - FINANCIAL INFORMATION

    Item 1.  Financial Statements
<TABLE>
                                                          MARSH SUPERMARKETS, INC.
                                                 CONDENSED CONSOLIDATED STATEMENTS OF INCOME
                                                   (In thousands except per share amounts)
                                                                 (Unaudited)
<CAPTION>
                                           16 Weeks Ended       28 Weeks Ended

                                       October 15,       October 9,       October 15,         October 9,
                                          1994             1993              1994               1993
                                       -----------       ----------       -----------        -----------
  <S>                                   <C>               <C>              <C>                <C>
  Sales and other revenues              $396,933          $375,189         $699,422           $659,956

  Costs and expenses:
     Cost of merchandise sold,
        including warehousing
        and transportation               301,569           283,285          531,461            498,809
     Selling, general and
        administrative                    81,859            79,106          143,249            136,667
     Depreciation and
        amortization                       5,597             5,267            9,862              9,075
                                        ---------         ---------        ----------        -----------
     Operating profit                      7,908             7,531           14,850             15,405
     Interest and debt expense 
        amortization                       4,023             4,016            7,167              6,962
                                        ---------         ---------        ----------        -----------
     Income before income taxes
        and cumulative effect of
        changes in accounting
        principles                         3,885             3,515            7,683              8,443
     Income taxes                          1,499             1,382            2,917              3,205
                                        ---------         ---------        ---------         ----------
     Income before cumulative
        effect of changes in
        accounting principles              2,386             2,133            4,766              5,238
     Cumulative effect of changes
        in accounting principles
        (net of tax benefits)
        Note B                                 -                 -                -              1,941
                                       ----------        ----------       ----------         ----------
     Net income                        $   2,386         $   2,133        $   4,766          $   7,179
                                       ==========        ==========       ==========         ==========

     EARNINGS PER SHARE

     Per primary share outstanding:
        Before cumulative effect of
          accounting changes             $   .28           $   .25           $  .56             $  .62
        Cumulative effect of
          accounting changes                   -                 -                -                .23
                                         --------          --------          -------            -------
        Net income                       $   .28           $   .25           $  .56             $  .85
                                         =======           =======           ======             ======

     Assuming full dilution:
        Before cumulative effect of
          accounting changes             $   .27           $   .25           $  .54             $  .59
        Cumulative effect of 
          accounting changes                   -                 -                -                .20
                                         --------          --------          -------            -------
        Net income                       $   .27           $   .25           $  .54             $  .79
                                         =======           =======           ======             ======

     Dividends per share                 $   .11           $   .11           $  .22             $  .22
                                         =======           =======           ======             ======

                                          See notes to condensed consolidated financial statements.
</TABLE>
<PAGE>
<TABLE>
                                                          MARSH SUPERMARKETS, INC.
                                                    CONDENSED CONSOLIDATED BALANCE SHEETS
                                                               (In thousands)
<CAPTION>
                                                                 October 15,         April 2,         October 9,
                                                                    1994               1994             1993
                                                                 (Unaudited)          (Note)         (Unaudited)
                                                                 -----------       -----------       -----------
   <S>                                                            <C>               <C>               <C>
   ASSETS

     Current assets:
       Cash and equivalents                                       $  20,470         $  24,112         $  29,324
       Accounts receivable                                           17,899            16,247            14,719
       Inventories, less LIFO reserve; October 15, 1994 - 
          $18,942;  April 2, 1994 - $18,780; October 9,
          1993 - $19,748                                             88,150            87,806            82,858
       Prepaid expenses                                               3,783             5,261             3,842
       Deferred income taxes                                          2,488             2,399             2,240
                                                                  ----------        ----------        ----------
            Total current assets                                    132,790           135,825           132,983

     Property and equipment, less  allowances              
        for depreciation                                            215,336           214,238           211,174
     Capitalized lease property, less amortization                    6,986             7,439             9,861
     Other assets                                                    17,053            17,847            17,326
                                                                  ----------        ----------        ----------
            Total Assets                                           $372,165          $375,349          $371,344
                                                                   ========          ========          ========

   LIABILITIES AND SHAREHOLDERS' EQUITY

     Current liabilities:
       Notes payable to bank                                      $   1,500             4,000                 -   
       Accounts payable                                              50,011            50,370            49,195
       Accrued liabilities                                           37,098            35,759            36,312
       Current maturities of long-term liabilities                    7,350             7,246             7,014
                                                                  ----------        ----------        ----------
             Total current liabilities                               95,959            97,375            92,521

     Long-term liabilities:
       Long-term debt                                               134,937           138,484           140,886
       Capital lease obligations                                      9,710            10,334            11,003
                                                                  ----------        ----------        ----------
             Total long-term liabilities                            144,647           148,818           151,889

    Deferred items:
       Income taxes                                                  12,752            12,583            12,030
       Other                                                          6,519             6,779             6,732
                                                                  ----------        ----------        ----------
             Total deferred items                                    19,271            19,362            18,762

    Shareholders' Equity:
       Common stock                                                  24,013            24,013            24,029
       Retained earnings                                             95,116            92,204            90,774
       Cost of common stock in treasury                           (   6,477)        (   6,070)        (   6,071)
       Notes receivable - stock options                           (     364)        (     353)        (     336)
       Deferred cost - employee stock plan                                -                 -         (     224)
                                                                  ----------        ----------        ----------
           Total shareholders' equity                               112,288           109,794           108,172
                                                                  ----------        ----------        ----------
     Total Liabilities and Shareholders' Equity                    $372,165          $375,349          $371,344
                                                                   ========          ========          ========

    Note:  The balance sheet at April 2, 1994 has been derived from the audited financial statements at that
           date, but does not include all of the information and footnotes required by generally accepted
           accounting principles for complete financial statements.

                                          See notes to condensed consolidated financial statements.
</TABLE>
<PAGE>
<TABLE>
                                                          MARSH SUPERMARKETS, INC.
                                               CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                                               (In thousands)
                                                                 (Unaudited)
<CAPTION>
                                                                 28 Weeks Ended
                                                          ----------------------------
                                                          October 15,       October 9,
                                                             1994              1993
                                                          ----------        ----------
   <S>                                                    <C>               <C>
   OPERATING ACTIVITIES

     Net income                                            $  4,766          $  7,179
     Adjustments to reconcile net income to net
       cash provided by operating activities:
         Depreciation and amortization                        9,862             9,075
         Amortization of other assets                         3,510             3,203
         Changes in operating assets and
           liabilities                                     (     78)            7,986
         Other operating activities                             462               416
         Cumulative effect of accounting
           changes                                                -           ( 1,941)
                                                          ----------        ----------
     Net cash provided by operating
       activities                                            18,522            25,918

   INVESTING ACTIVITIES

     Net acquisition of property,
       equipment, and land for expansion                   ( 10,975)          (31,889)
     Other investing activities                            (  2,259)          ( 3,737)
                                                          ----------        ----------
     Net cash used for investing activities                ( 13,234)          (35,626)

   FINANCING ACTIVITIES

     Proceeds (payments) short-term  
       borrowings                                          (  2,500)            2,500
     Payments of long-term debt and
       capital lease obligations                           (  4,166)          ( 3,571)
     Proceeds of public stock offering                            -               854  
     Purchase of shares for treasury                       (    407)                -
     Cash dividends paid                                   (  1,857)          ( 1,849)
     Other financing activities                                   -               569
                                                          ----------        ----------
     Net cash used for financing
       activities                                          (  8,930)          ( 1,497)
                                                          ----------        ----------
     Net decrease in cash and equivalents                  (  3,642)          (11,205)
     Cash and equivalents at beginning       
       of period                                             24,112            40,529
                                                          ----------        ----------
     Cash and equivalents at end of period                  $20,470           $29,324
                                                            =======           =======

                                          See notes to condensed consolidated financial statements.
</TABLE>
<PAGE>
 
                       MARSH SUPERMARKETS, INC.
           NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
      (In thousands except per share amounts or as otherwise noted)
                               (Unaudited)

    October 15, 1994

    NOTE A - BASIS OF PRESENTATION

    The  accompanying  unaudited  condensed   consolidated  financial
    statements  of  Marsh Supermarkets,  Inc.  and subsidiaries  were
    prepared   in  accordance  with   generally  accepted  accounting
    principles for interim financial information and the instructions
    to  Form  10-Q.    Accordingly,  they  do  not  include  all  the
    information and  footnotes necessary  for a fair  presentation of
    financial  position, results  of  operations, and  cash flows  in
    conformity  with generally  accepted accounting  principles. This
    report  should   be  read  in  conjunction   with  the  Company's
    Consolidated  Financial Statements  for the  year ended  April 2,
    1994.

    The Company's fiscal year ends on Saturday of the thirteenth week
    of  each  calendar year.   All  references  herein to  "1995" and
    "1994" relate  to the fiscal years ending April 1, 1995 and April
    2, 1994, respectively.

    The condensed consolidated financial  statements for the  sixteen
    and twenty-eight week periods ended October 15, 1994 and  October
    9, 1993, respectively, were  not audited by independent auditors.
    In  the  opinion  of   management,  the  statements  reflect  all
    adjustments  (consisting of normal recurring accruals) considered
    necessary to  present fairly on  a condensed basis  the financial
    position, results of  operations, and cash flows for  the periods
    presented. 

    Certain items were reclassified  for the sixteen and twenty-eight
    week periods ended  October 9, 1993 to conform with  the basis of
    presentation used  for the  comparable periods ended  October 15,
    1994.    Since the  Company  has  issued convertible  debentures,
    earnings per  share are reported  on "primary shares"  and "fully
    diluted shares".  Refer to the attached  Exhibit 11, "Computation
    of Earnings Per Share".

    Operating results  for the sixteen and  twenty-eight week periods
    ended  October 15,  1994 are  not necessarily  indicative of  the
    results  that may  be expected  for the  full fiscal  year ending
    April 1, 1995.


    NOTE B - ACCOUNTING CHANGES

    Effective  March  28, 1993,  the  Company  adopted Statements  of
    Financial  Accounting Standards  No. 106,  "Employers' Accounting
    for  Postretirement Benefits  Other Than  Pensions" and  No. 109,
    "Accounting  for Income  Taxes". The  cumulative effect  of these
    changes included in the financial statements for the twenty-eight
    weeks ended October 9, 1993 was as follows:
                                                          
    Income/(Expense)
    ----------------
             FASB Statement No. 106           $ (2,700)
             Tax effect                          1,005
                                              ---------
                                                (1,695)
             FASB Statement No. 109              3,636
                                              ---------
               Cumulative effect of
                 accounting changes           $  1,941
                                              =========

<PAGE>
    Item 2.  Management's  Discussion  and   Analysis  of   Financial
             Condition and Results of Operations

    RESULTS OF OPERATIONS
    Results  of operations  for  interim periods  do not  necessarily
    reflect  the results  that may  be expected  for the  fiscal year
    ending April 1, 1995.

    The  following   table  sets   forth  certain   income  statement
    components,  expressed  as  a   percentage  of  sales  and  other
    revenues, and the percentage change in such components.
<TABLE>
<CAPTION>                                     
                                          Second Quarter                Year - to - Date
                                   ----------------------------   ----------------------------
                                   Percent of Revenues            Percent of Revenues
                                   -------------------  Percent   -------------------  Percent
                                      1995      1994     Change      1995      1994     Change
                                     ------    ------   -------     ------    ------   -------
     <S>                             <C>       <C>      <C>         <C>       <C>      <C>
     Sales and other revenues        100.0%    100.0%     5.8%      100.0%    100.0%     6.0%
     Gross profit                     24.0%     24.5%     3.8%       24.0%     24.4%     4.2%
     Selling, general and    
       administrative expense         20.6%     21.1%     3.5%       20.5%     20.7%     4.8%
     Depreciation and
       amortization                    1.4%      1.4%     6.3%        1.4%      1.4%     8.7%
     Operating profit                  2.0%      2.0%     5.0%        2.1%      2.3%    (3.6%)
     Interest and debt expense 
       amortization                    1.0%      1.1%     0.2%        1.0%      1.1%     2.9%
     Income taxes                      0.4%      0.4%     8.5%        0.4%       .5%    (9.0%)
     Income before changes in
       accounting principles           0.6%      0.6%    11.9%         .7%       .8%    (9.0%)
     Changes in accounting 
       principles                        -         -        -           -        .3%      N/M 

     Net income                        0.6%      0.6%     11.9%        .7%      1.1%   (33.6%)
</TABLE>

    SALES AND OTHER REVENUES
    Consolidated sales and other revenues increased $21.7 million, or
    5.8%, to $396.9 million  in the second quarter of  1995, compared
    to  the second quarter of  1994.  Approximately  $16.2 million of
    the  increase  was attributable  to  supermarket  and convenience
    store  retail sales,  $5.2  million to  wholesale  sales to  non-
    related parties by Convenience Store Distributing Company (CSDC),
    and  $600,000   to  the  Company's  newest   division,  ALLtimate
    Catering. Retail sales (excluding fuel sales) increased 4.8%. The
    increased  retail  sales  are primarily  attributable  to  stores
    opened in the  last twelve months.  Additionally, sales in  like-
    stores  (open all  weeks of  comparable quarters)  were unchanged
    from the  second  quarter of  1994.    Low rates  of  food  price
    inflation and  competitive  activity in  the Indianapolis  market
    continued  to constrain  like-store sales  growth. The  increased
    revenue at CSDC  resulted from a 2.4%  increase in the  number of
    unaffiliated stores  serviced, as  well as volume  increases from
    existing customers.    
<PAGE>
    For the twenty-eight  weeks ended October  15, 1994, compared  to
    the twenty-eight weeks ended  October 9, 1993, consolidated sales
    and  other revenues increased  $39.5 million, or  6.0%, to $699.4
    million.  Approximately   $31.8  million  of   the  increase  was
    attributable to  supermarket and convenience store  retail sales,
    $6.2 million to wholesale  sales to non-related parties by  CSDC,
    and $1.3  million to ALLtimate Catering.  Retail sales (excluding
    fuel  sales)  increased  5.5%.  The increased  retail  sales  are
    primarily  attributable  to  stores  opened in  the  last  twelve
    months.   Additionally, like-store  sales increased .1%  from the
    comparable twenty-eight weeks  of 1994.  The increased revenue at
    CSDC  resulted from a 2.4% increase in the number of unaffiliated
    stores  serviced,  as  well  as volume  increases  from  existing
    customers.    


    GROSS PROFIT
    Gross  profit   is  net  of   warehousing,  transportation,   and
    promotional expenses.   Gross profit increased  $3.5 million from
    the comparable  quarter of the  prior year.   As a  percentage of
    revenue, gross profit declined 0.5%.  The decrease  was primarily
    attributable  to lower  margins in  the  Village Pantry  and CSDC
    divisions,  partially offset by  improvements in  the Supermarket
    division.  CSDC  gross profit,  as a percentage  of revenue,  was
    impacted by pricing and promotional funds reductions  implemented
    by all major cigarette manufacturers during the second quarter of
    1994.  The Company  attributes lower gross profit margins  in the
    Village Pantry  division to  a disproportionate increase  in fuel
    sales, which  have a lower profit margin than food products.  The
    impact of  these developments  was partially offset  by increased
    emphasis on  perishable  departments and  improved  merchandising
    mixes in new and recently enlarged supermarkets.

    For  the twenty-eight weeks  ended October 15,  1994, compared to
    the  twenty-eight  weeks  ended  October 9,  1993,  gross  profit
    increased $6.8 million.  As a percentage of revenue, gross profit
    declined  0.4%.    As  discussed  previously,  the  decrease  was
    primarily  attributable to  lower margins  in Village  Pantry and
    CSDC.  Year-to-date supermarket gross profit, as a  percentage of
    revenue,  was relatively unchanged  from the comparable period of
    the prior year.


    SELING, GENERAL AND ADMINISTRATIVE EXPENSES
    Selling,  general  and  administrative  expenses  increased  $2.8
    million,  or  3.5%,  from  the  second quarter  of  1994.    As a
    percentage  of  revenue, these  expenses  decreased  to 20.6%  as
    compared to 21.1%  in the  comparable quarter of  1994.   Savings
    from corporate  overhead  of $1.2  million  were offset  by  $3.9
    million  in increased  selling expenses.   The  increased selling
    expenses were primarily attributable  to stores opened during the
    last twelve months.  Wage  expense in like-stores decreased  0.9%
    from the second quarter of 1994.

    For the twenty-eight  weeks ended October  15, 1994, compared  to
    the twenty-eight  weeks ended  October 9, 1993,  selling, general
    and  administrative   expenses  increased  $6.6  million.   As  a
    percentage of revenue, the expense declined to 20.5%, as compared
    to 20.7%.  Savings  from corporate overhead of $1.8  million were
    offset by  $8.4 million  in increased selling  expenses primarily
    attributable  to stores opened in  the last twelve  months.  Wage
    expense in like-stores decreased  1.0% from the comparable period
    of  1994.   As new  stores mature,  the Company  expects selling,
    general and administrative expense to decrease as a percentage of
    revenue.


    DEPRECIATION AND AMORTIZATION EXPENSE
    Depreciation  and  amortization  expense,   as  a  percentage  of
    revenues, was 1.4%  for the second quarter and twenty-eight weeks
    of 1995, and  was unchanged  from the comparable  periods of  the
    prior year.  The quarterly and year-to-date increases of $300,000
    and $800,000, respectively, are  attributable to stores opened in
    the last twelve months.
<PAGE>

    OPERATING PROFIT
    Operating  profit  (earnings  from continuing  operations  before
    interest and taxes) was $7.9 million, or 2.0% of revenue, for the
    second quarter  of 1995, an increase  of 5% from $7.5  million in
    the second quarter of 1994.  The increase was due to $3.5 million
    improvement  in  gross profit  and  a  $1.2  million decrease  in
    administrative expense,  offset by  increases of $3.9  million in
    selling expense and $300,000 in depreciation.

    For  the twenty-eight  weeks  ended October  15, 1994,  operating
    profit  was $14.8 million, a decrease of 3.6% from the comparable
    period of the prior year.  As a percentage of revenue,  operating
    profit during the first half  of 1995 was 2.1%, compared  to 2.3%
    for  the comparable  period  of the  prior  year.   The  $600,000
    decrease  consisted of $6.8 million additional gross profit and a
    $1.8 million  decrease in administrative expense,  offset by $8.4
    million   in   increased   selling  expense   and   $800,000   in
    depreciation.


    INTEREST EXPENSE
    Interest  expense  in the  second quarter  of 1995  was basically
    unchanged, both in dollars  and as a percentage of  revenue, from
    the second quarter of 1994.  Lower principal balances resulted in
    a  slightly reduced  expense accrual,  but this  was offset  by a
    reduction in  capitalized construction  interest.  In  the second
    quarter  of 1994,  an expanded  construction program  resulted in
    increased   interest  capitalization.      The   Company's   1995
    construction program  is anticipated  to be more  consistent with
    historical  levels.   The  Company's  average  interest rate  was
    unchanged at 8.8% for the second quarter of 1995 and 1994.

    For  the  twenty-eight weeks  ended  October  15, 1994,  interest
    expense was $7.2  million, or $200,000  more than the  comparable
    quarter  of  1994.    As discussed  previously,  lower  principal
    balances resulted  in a slightly reduced  expense accrual, partly
    offset by a reduction in capitalized construction interest.

 
    INCOME TAXES
    The effective income tax  rate was 38.6% in the second quarter of
    1995,  compared to  39.3%  in  the same  quarter  of  1994.   The
    effective  rate  decrease was  due  primarily  to the  cumulative
    effect of  a retroactive  statutory federal tax  increase in  the
    second  quarter of 1994.  The 1995 year-to-date effective rate is
    comparable to the prior year.


    CUMLATIVE EFFECT OF CHANGES IN ACCOUNTING PRINCIPLES
    For  the  quarter  ended  October 15,  1994,  income  before  the
    cumulative effect of accounting changes was  $2.4 million, or .6%
    of revenue, compared to  $2.1 million, or .6% of revenue, for the
    same quarter of the prior year. 

    For the twenty-eight weeks ended  October 15, 1994, income before
    the cumulative effect of accounting changes was  $4.8 million, or
    .7% of revenue,  compared to $5.2 million, or .8% of revenue, for
    the  comparable period of the  prior year. The  9.0% decrease was
    the result of higher selling expense and additional depreciation,
    partially  offset  by  higher  gross  profit  dollars  and  lower
    administrative expense, as discussed previously. 
<PAGE>
    In the first quarter  of 1994, the Company adopted  Statements of
    Financial  Accounting Standards  No. 106,  "Employers' Accounting
    for  Postretirement Benefits  Other Than  Pensions" and  No. 109,
    "Accounting  for Income Taxes".  The  cumulative effects of these
    changes  (net of income  tax benefits) increased  net income $1.9
    million for the twenty-eight weeks ended October 9, 1993.


    NET INCOME
    Net  income for the twenty-eight weeks ended October 15, 1994 was
    $4.8  million,  or 0.7%  percent  of  revenue, compared  to  $7.2
    million, or 1.1%  of revenue,  for the comparable  period of  the
    prior  year.    Net  income  for  1994  includes  the  previously
    discussed cumulative  effect of changes in  accounting principles
    (net of income tax benefits).     


    LIQUIDITY AND CAPITAL RESOURCES
    The  Company's  capital   requirements  have  traditionally  been
    financed through internally generated funds, long-term borrowings
    and lease financings, including capital and operating leases.  In
    the  third and fourth quarters  of fiscal year  1993, the Company
    raised approximately $76.0 million through a private placement of
    long-term fixed rate  debt and a  public offering of  convertible
    subordinated debentures  and Class B  Common Stock.   These funds
    were used for store expansion over the past 24 months.

    During  the second  quarter of  1995, the  following stores  were
    opened:

                                         Square
        Store Type       Category         Feet     Location
        --------------   ------------   --------   -------------------
        Convenience      New              4,525    Indianapolis, IN
        Convenience      Ne               4,465    Brownsburg, IN
        Convenience      Ne               4,525    Plainfield, IN

    The following stores were under construction as of October 15,
    1994:

                                         Square
        Store Type       Category         Feet     Location
        --------------   ------------   --------   ------------------
        Superstore       New             80,978    Fishers, IN **
        Supermarket      Replacement     60,397    Muncie, IN *
        Convenience      Replacement      5,040    Indianapolis, IN **
        Convenience      New              4,465    Kokomo, IN

             * To open in fiscal year 1996.
            ** Opened subsequent to October 15, 1994.


<PAGE>

    The  Company is  actively pursuing  development of  the following
    projects:   (i) an  81,000 square  foot superstore  in Lafayette,
    Indiana, (ii)  a 60,000 square foot  supermarket in Indianapolis,
    Indiana, and  (iii)  a  32,500  square foot  LoBill  in  Lebanon,
    Indiana.   

    Completion  of the 337,895 square  feet of retail  space from the
    projects  above, net of  26,400 square  feet from  closed stores,
    will add approximately 8%  to retail square footage in  the prior
    fiscal year.   The Company  is also pursuing  the acquisition  of
    several additional  sites for future development.   The estimated
    cost  of  these  projects  in  1995,  including  routine  capital
    expenditures,   approximates  $39  million.     Of  this  amount,
    equipment  leasing  will  fund  approximately  $12  million,  the
    replacement supermarket will be  leased, and the Company believes
    it can finance the balance with internally generated funds. 

    The Company's plans with respect to store construction, expansion
    and remodeling  may be revised  in light of  changing conditions,
    such   as  competitive  influences,   its  ability  to  negotiate
    successfully  site acquisitions or leases, zoning limitations and
    other  governmental  regulations.    The timing  of  projects  is
    subject  to normal construction and other delays.  It is possible
    the  projects described  above may  not commence,  others  may be
    added,  and a portion of the planned expenditures with respect to
    projects commenced during the current fiscal year  may carry over
    to the subsequent fiscal year.

    Since October 9, 1993, the Company's inventories have increased
    $5.3 million.  The majority of this increase was at new and
    larger replacement retail stores.  This increase was financed by
    internally generated funds.

    The Company's revolving credit agreements provide  for borrowings
    up to  $35 million,  none of  which was  utilized at October  15,
    1994.   Additionally,  the Company  has commitments  from various
    banks for short-term borrowings  up to $5 million at  rates equal
    to, or below, the prime rates of the committed banks.

    Of  the  total  long-term  debt  and  capital  lease  obligations
    outstanding at October 15, 1994, fixed rate obligations comprised
    97% at an average interest rate of 8.9%.  The remaining 3% are at
    fluctuating rates averaging 6.2%.

    The Company anticipates that  it will continue to have  access to
    its  historical   financing  sources   such  as   long-term  debt
    placements and leases, including capital and operating leases for
    its expansion  activities.  The Company's  senior note agreements
    preclude  additional  long-term  borrowings  if  total  long-term
    liabilities,  including capital  lease obligations,  would exceed
    60%  of  consolidated  net  tangible  assets.    Under  the  most
    restrictive covenant  in these agreements, the  Company may incur
    approximately $32 million of additional long-term borrowings.

<PAGE>
                       PART II - OTHER INFORMATION

    Item 1.  Legal Proceedings

        Not Applicable.

    Item 2.  Changes in Securities

        Not Applicable.

    Item 3.  Defaults upon Senior Securities or Rights of Holders
             Thereof

        Not Applicable.

    Item 4.  Submission of Matters to a Vote of Security Holders

        The Company held its Annual Meeting of Shareholders on August
    2, 1994 (the "Annual Meeting").  At the Annual Meeting,
    shareholders voted to elect three directors for  terms of three
    years each and until their successors are duly elected and
    qualified.    The table below sets forth the number of votes cast
    for and withheld with respect to  each nominee for director:

                  Nominee                   For      Withheld
                  --------------------   ---------   --------
                  Don E. Marsh           3,336,629    32,812
                  William L. Marsh       3,367,308    32,133
                  Stephen M. Huse        3,355,849    43,592

    Item 5.  Other Information

        Not Applicable.

    Item 6.  Exhibits and Reports on Form 8-K

        (a)  The following exhibit is included herein:

             Exhibit 11 - Statement Re:  Computation of Earnings Per
                            Share

             Exhibit 27 - Financial Data Schedule for the quarter for 
                            which this report is filed

        (b)  Reports on Form 8-K

             No reports on Form 8-K have been filed during the
    quarter for which this report is filed.

<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 thereunto duly authorized.



                              MARSH SUPERMARKETS, INC.



    November 21, 1994         By:  /s/ Douglas W. Dougherty
                                 ------------------------------
                                     Douglas W. Dougherty
                                     Vice President, Chief
                                       Financial Officer,
                                       and Treasurer


    November 21, 1994         By:  /s/ Michael D. Castleberry
                                 ------------------------------
                                     Michael D. Castleberry
                                     Chief Accounting Officer,
                                       Assistant Treasurer, and
                                       Director of Corporate
                                        Accounting


<TABLE>
                                        Exhibit 11 - Statement Re:  Computation of Earnings Per Share

<CAPTION>
    (Unaudited)                                       16 Weeks Ended       28 Weeks Ended
                                                  ----------------------  ----------------------
                                                  October 15, October 9,  October 15, October 9,
                                                     1994        1993        1994        1993
                                                  ----------  ----------  ----------  ----------
    <S>                                           <C>         <C>         <C>         <C>
    PRIMARY
         Weighted average shares outstanding       8,437,198   8,442,002   8,439,257   8,418,591
         Net effect of dilutive stock options -
             based on the treasury stock method       11,780       9,672       5,941      22,076
                                                 -----------  ----------  ----------  ----------
                Total                              8,448,978   8,451,674   8,445,198   8,440,667
                                                   =========   =========   =========   =========

         Net income before cumulative effect
             of changes in accounting principles  $2,386,000  $2,133,000  $4,766,000  $5,238,000
                                                  ==========  ==========  ==========  ==========
                Per share amount                        $.28        $.25        $.56        $.62
                                                        ====        ====        ====        ====

         Net income                               $2,386,000  $2,133,000  $4,766,000  $7,179,000
                                                  ==========  ==========  ==========  ==========
                Per share amount                        $.28        $.25        $.56        $.85
                                                        ====        ====        ====        ====

    FULLY DILUTED
         Weighted average shares outstanding       8,437,198   8,442,002   8,439,257   8,418,591
         Net effect of dilutive stock options -
             based on the treasury stock method
             using average market price               11,974      10,985      11,700      19,533
         Assumed conversion of 7% convertible
             subordinated debentures issued
             March 5, 1993                         1,290,323   1,290,323   1,290,323   1,290,323
                                                  ----------  ----------  ----------  ----------
                Total                              9,739,495   9,743,310   9,741,280   9,728,497
                                                   =========   =========   =========   =========

         Net income before cumulative effect of
             changes in accounting principles     $2,386,000  $2,133,000  $4,766,000  $5,238,000
         Add 7% convertible subordinated
             debenture interest, net of tax
             effect                                  267,000     273,000     473,000     479,000
                                                  ----------  ----------  ----------  ----------
                                                  $2,653,000  $2,406,000  $5,239,000  $5,717,000
                                                  ==========  ==========  ==========  ==========
                Per share amount                        $.27        $.25        $.54        $.59
                                                        ====        ====        ====        ====

         Net Income                               $2,386,000  $2,133,000  $4,766,000  $7,179,000
         Add 7% convertible subordinated
             debenture interest, net of tax
             effect                                  267,000     273,000     473,000     479,000
                                                  ----------  ----------  ----------  ----------
                                                  $2,653,000  $2,406,000  $5,239,000  $7,658,000
                                                  ==========  ==========  ==========  ==========
                Per share amount                        $.27        $.25        $.54        $.79
                                                        ====        ====        ====        ====
</TABLE>

<TABLE> <S> <C>

<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
COMPANY'S 10-Q FOR THE PERIOD ENDED OCTOBER 15, 1994 AND IS QUALIFIED IN ITS
ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS AND THE NOTES THERETO.
</LEGEND>
<MULTIPLIER> 1,000
       
<S>                             <C>
<PERIOD-TYPE>                   6-MOS
<FISCAL-YEAR-END>                          APR-01-1995
<PERIOD-END>                               OCT-15-1994
<CASH>                                          20,470
<SECURITIES>                                         0
<RECEIVABLES>                                   17,899
<ALLOWANCES>                                         0
<INVENTORY>                                     88,150
<CURRENT-ASSETS>                               132,790
<PP&E>                                         311,685
<DEPRECIATION>                                  89,363
<TOTAL-ASSETS>                                 372,165
<CURRENT-LIABILITIES>                           95,959
<BONDS>                                        144,647
<COMMON>                                         8,406<F1>
                                0
                                          0
<OTHER-SE>                                      94,752
<TOTAL-LIABILITY-AND-EQUITY>                   372,165
<SALES>                                        396,933
<TOTAL-REVENUES>                               396,933
<CGS>                                          301,569
<TOTAL-COSTS>                                  383,428<F2>
<OTHER-EXPENSES>                                 5,597
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                               4,023
<INCOME-PRETAX>                                  3,885
<INCOME-TAX>                                     1,499
<INCOME-CONTINUING>                              2,386
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                     2,386
<EPS-PRIMARY>                                      .28<F3>
<EPS-DILUTED>                                      .27<F3>
<FN>
<F1>Number of shares of Class A Common Stock and Class B Common Stock outstanding.
<F2>Includes (i) $301,569 of Cost of Goods Sold (Item 5-03(b)2(a) of Regulation
S-X) and (ii) $81,859 of Selling, General and Administrative Expenses (Item
5-03(b)4 of Regulation S-X).
<F3>Multiplier is 1 for per share data.
</FN>
        

</TABLE>


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