<PAGE> 1
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 June 22, 1996
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 June 22, 1996:
<TABLE>
<S> <C> <C>
Class A Common Stock - 3,850,698 shares
Class B Common Stock - 4,543,212 shares
---------
8,393,910 shares
=========
</TABLE>
<PAGE> 2
PART I -- FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
MARSH SUPERMARKETS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(In thousands except per share amounts)
(Unaudited)
<TABLE>
12 Weeks Ended
------------------------
June 22, June 24,
1996 1995
----------- -----------
<S> <C> <C>
Sales and other revenues $335,844 $319,535
Costs and expenses:
Cost of merchandise sold, including
warehousing and transportation 254,598 240,791
-------- --------
Gross profit 81,246 78,744
Selling, general and administrative 80,736 66,538
Depreciation and amortization 9,064 4,234
-------- --------
Operating profit (loss) (8,554) 7,972
Interest and debt expense amortization 3,014 3,050
-------- --------
Income (loss) before income taxes (11,568) 4,922
Income tax expense (benefit) (4,456) 1,787
-------- --------
Net income (loss) $ (7,112) $ 3,135
======== ========
Earnings (loss) per common share:
Primary $ (.84) $ .37
======== ========
Fully diluted $ (.71) $ .34
======== ========
Dividends per share $ .11 $ .11
======== ========
</TABLE>
See notes to condensed consolidated financial statements.
2
<PAGE> 3
MARSH SUPERMARKETS, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands)
<TABLE>
<CAPTION>
June 22, March 30, June 24,
1996 1996 1995
---- ---- ----
(Unaudited) (Note A) (Unaudited)
<S> <C> <C> <C>
ASSETS
Current assets:
Cash and equivalents $ 11,453 $ 12,822 $ 8,922
Accounts receivable 26,118 23,790 23,404
Inventories, less LIFO reserve; June 22, 1996 - $18,453;
March 30, 1996 - $18,243; June 24, 1995 - $18,986 89,861 89,746 83,792
Prepaid expenses 4,217 4,841 4,594
Recoverable income taxes 3,677 361 -
Deferred income taxes 1,748 1,510 3,914
-------- -------- --------
Total current assets 137,074 133,070 124,626
Property and equipment, less allowances for depreciation 229,112 229,931 227,683
Other assets 21,922 24,370 28,158
-------- -------- --------
$388,108 $387,371 $380,467
======== ======== ========
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Notes payable to bank $ 15,000 $ 15,000 $ 3,976
Accounts payable 54,800 54,629 53,451
Accrued liabilities 41,003 37,832 35,487
Current maturities of long-term liabilities 7,183 7,022 7,419
-------- -------- --------
Total current liabilities 117,986 114,483 100,333
Long-term liabilities:
Long-term debt 132,036 129,854 133,264
Capital lease obligations 4,903 5,212 8,789
-------- -------- --------
Total long-term liabilities 136,939 135,066 142,053
Deferred items:
Income taxes 9,581 9,700 12,445
Other 12,246 9,964 8,985
-------- -------- --------
Total deferred items 21,827 19,664 21,430
Shareholders' Equity:
Common stock, Classes A and B (Note B) 24,784 24,784 24,784
Retained earnings 94,379 102,414 99,290
Cost of common stock in treasury (7,497) (7,476) (7,129)
Additional minimum pension liability - (1,258) -
Notes receivable - stock options (310) (306) (294)
-------- -------- --------
Total shareholders' equity 111,356 118,158 116,651
$388,108 $387,371 $380,467
======== ======== ========
</TABLE>
See notes to condensed consolidated financial statements.
3
<PAGE> 4
MARSH SUPERMARKETS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
(Unaudited)
<TABLE>
<CAPTION>
12 Weeks Ended
----------------------
June 22, June 24,
1996 1995
---------- ----------
<S> <C> <C>
OPERATING ACTIVITIES
Net income (loss) $ (7,112) $ 3,135
Adjustments to reconcile net income to net
cash provided by operating activities:
Depreciation and amortization 4,333 4,234
Amortization of other assets 1,159 1,297
Changes in operating assets and liabilities (895) (1,464)
Other 7,062 (665)
---------- ---------
Net cash provided by operating activities 4,547 6,537
INVESTING ACTIVITIES
Net acquisition of property, equipment and land (6,737) (7,151)
Other investing activities (269) (761)
---------- ---------
Net cash used for investing activities (7,006) (7,912)
FINANCING ACTIVITIES
Payments of short-term borrowing, net - (3,024)
Proceeds of long-term borrowing 13,780 6,000
Repayments of long-term debt and capital leases (11,745) (6,772)
Purchase of shares for treasury (21) (349)
Cash dividends paid (924) (924)
---------- ---------
Net cash provided by (used for) financing activities 1,090 (5,069)
Net decrease in cash and equivalents (1,369) (6,444)
Cash and equivalents at beginning of period 12,822 15,366
---------- ---------
Cash and equivalents at end of period $ 11,453 $ 8,922
========== =========
</TABLE>
See notes to condensed consolidated financial statements.
4
<PAGE> 5
MARSH SUPERMARKETS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(In thousands except per share amounts or as otherwise noted)
JUNE 22, 1996
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 March 30,
1996. The balance sheet at March 30, 1996, has been derived from the audited
financial statements at that date.
The Company's fiscal year ends on Saturday of the thirteenth week of each
calendar year. All references herein to "1997" and "1996" relate to the fiscal
years ending March 29, 1997 and March 30, 1996, respectively.
The condensed consolidated financial statements for the twelve week periods
ended June 22, 1996 and June 24, 1995, 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 twelve weeks ended June 24, 1995 to conform with the basis
of presentation used for the twelve weeks ended June 22, 1996.
Operating results for the twelve week period ended June 22, 1996 are not
necessarily indicative of the results that may be expected for the full fiscal
year ending March 29, 1997.
NOTE B -- COMMON STOCK
Class A Common Stock and Class B Common Stock each have 15 million shares
authorized. On June 22, 1996, March 30, 1996 and June 24, 1995, there were
3,850,698, 3,850,698 and 3,851,898 shares of Class A Common Stock outstanding
and 4,543,212, 4,544,855 and 4,573,855 shares of Class B Common Stock
outstanding, respectively.
In June 1995, the Company authorized an increase in its previously announced
stock repurchase plan from $2 million to $4 million. Through June 22, 1996,
the Company repurchased 189,318 shares at a cost of $2.0 million. The Company
expects to purchase the remaining shares, from time to time in the open market,
at prices under $14 per share. The total number of shares affected by this
plan would represent approximately 4% of the common shares outstanding.
NOTE C -- ACCOUNTING CHANGES
Effective March 30, 1996, the Company adopted Statement of Financial Accounting
Standard No. 121 ("FAS 121"), "Accounting for the Impairment of Long-Lived
Assets and for Long-Lived Assets to be Disposed Of." The statement establishes
accounting standards for recognizing and measuring the impairment of long-lived
assets, and requires reducing the carrying amount of any impaired asset to fair
value. The Company estimated fair values based on its experience in the
acquisition and disposal of similar assets. To reflect the change in
accounting policy, the Company recorded a non-cash charge to operating earnings
of $7.5 million ($4.6 million after tax, or $.47 per fully diluted share) for
the twelve weeks ended June 22, 1996. The Company had previously disclosed an
expected charge in the range of $2.5 to $3.5 million, net of tax. In
finalizing its review of FAS 121, the Company increased its estimates to
minimize the risk of future write-offs. The Company expects prospective annual
earnings to improve approximately $900,000 annually ($565,000 after tax, or
$0.06 per fully diluted share) as a result of adopting FAS 121.
5
<PAGE> 6
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
RESULTS OF OPERATIONS
The following discussion includes certain forward-looking statements. Actual
results could differ materially from those reflected by the forward-looking
statements in the discussion, and a number of factors could adversely affect
future results, liquidity and capital resources. These factors include softness
in the general retail food industry, the entry of new competitive stores in the
Company's market, the stability of distribution incentives from suppliers, the
level of discounting by competitors, the timely and on budget completion of
store construction, expansion, conversion and remodeling, the level of margins
achievable in the Company's operating divisions and their ability to minimize
operating expenses. Although management believes it has the business strategy
and resources needed for improved operations, future revenue and margin trends
cannot be reliably predicted.
Results of operations for interim periods do not necessarily reflect the
results that may be expected for the fiscal year ending March 29, 1997.
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>
First Quarter
------------------------------
Percent of Revenues Percent
------------------------------
1996 1995 Change
----- ---- -------
<S> <C> <C> <C>
Sales and other revenues 100.0% 100.0% 5.1%
Gross profit 24.2% 24.6% 3.2%
Selling, general and administrative 24.0% 20.8% 21.3%
Depreciation and amortization 2.7% 1.3% 114.1%
Operating profit (2.5%) 2.5% n/m
Interest and debt expense amortization 0.9% 0.9% (1.2%)
Income taxes (1.3%) 0.6% n/m
Net income (2.1%) 1.0% n/m
n/m = non-meaningful comparison
</TABLE>
SALES AND OTHER REVENUES
Consolidated sales and other revenues of $335.8 million increased $16.3
million, or 5.1%, in the first quarter of 1997 from the first quarter of 1996.
Major components of the increase included $8.9 million from supermarkets, $1.3
million from convenience retail (Village Pantry), $5.4 million from convenience
wholesale (CSDC), and $1.5 million from food service (Crystal Food Services).
Retail sales (excluding fuel sales) increased 3.9%. Sales in comparable
supermarkets and convenience stores (including replacement stores and format
conversions) decreased 0.1% from the first quarter of 1996. Competitive
activity in the Indiana market constrained comparable store sales growth. The
increased revenue at CSDC resulted primarily from volume increases from
existing customers.
GROSS PROFIT
Gross profit is net of warehousing, transportation, and promotional expenses.
Gross profit of $81.2 million increased $2.5 million, or 3.2%, from the
comparable quarter of the prior year. As a percentage of revenue, gross profit
declined 0.4%. The decrease was primarily attributable to Village Pantry and
CSDC. The Village Pantry decline resulted from lower fuel margins, and the
CSDC decline is primarily attributable to a disproportionate increase in sales
of cigarettes that traditionally have lower gross margins than food products.
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES
Selling, general and administrative expenses in the first quarter of 1997,
compared to the first quarter of 1996, increased $14.2 million, or 21.3%, to
$80.7 million. As a percentage of revenue, these expenses increased to 24.0%
from 20.8% in the comparable quarter of 1996. The increase is primarily
attributable to $2.6 million in FAS 121 charges related to future lease
obligations and write down of land values for impaired stores, $2.4 million
from the decision to curtail the accrual of benefits under the Company's
qualified defined benefit pension plan, $1.3 million for reorganization
expenses primarily related to personnel expenses for recruiting and relocation
as well as expenses related to internal management, $1.5 million primarily
related to adjustments in merchandising allowances and payments to employees in
lieu of wage increases, and increased selling expenses primarily attributable
to stores opened within the last twelve months and television advertising
production costs expensed during the quarter that will benefit future quarters.
The reorganization expenses are designed to make the Company more merchandising
focused and improve further the Company's prepared foods programs. Wage
expense in like-stores increased 1.5% from the first quarter of 1996. This is
6
<PAGE> 7
attributable to a higher full-time employee ratio, increased overtime levels
and wage increases as a result of a tight labor market.
DEPRECIATION AND AMORTIZATION EXPENSE
Depreciation and amortization expense for the first quarter of 1997 of $9.1
million included $4.9 million in FAS 121 charges primarily related to the write
down of 8 supermarkets and 12 convenience stores. This was an increase of $4.8
million, or 114.1% from the first quarter of 1996. As a percentage of
revenues, depreciation and amortization expense increased to 2.7% for the first
quarter of 1997, from 1.3% for the first quarter of 1996.
OPERATING PROFIT
The operating loss (earnings from continuing operations before interest and
taxes) was $8.5 million, or 2.5% of revenue, for the first quarter of 1997.
This compares to an operating profit of $8.0 million, or 2.5% of revenue, in
the comparable quarter of 1996. The $2.5 million improvement in gross profit
was more than offset by $7.5 million in FAS 121 charges, $2.4 million in
pension curtailment charges, and the other selling, general and administrative
expenses previously discussed.
INTEREST EXPENSE
Interest expense in the first quarter of 1997 was $3.0 million, compared to
$3.1 million in the first quarter of 1996. The reduction resulted from
slightly lower average principal balances and an average interest rate of 8.6%
compared to 8.8% in the first quarter of 1996.
INCOME TAXES
For the quarter ended June 22, 1996, the effective income tax rate was 38.5%
compared to 36.3% for the comparable period of the prior year. The effective
rate for the first quarter of 1997 is based on the expected overall rate for
the 1997 year, net of one time adjustments recorded this quarter for research
credits and book to tax differences on depreciable property related to the
adoption of FAS 121.
NET INCOME
The net loss for the twelve weeks ended June 22, 1996 was $7.1 million, or 2.1%
of revenue, compared to a net profit of $3.1 million, or 1.0% of revenue, for
the twelve weeks ended June 24, 1995.
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.
During the first quarter of 1997, the following stores were opened or were
under construction:
<TABLE>
<CAPTION>
Square
------
Store Type Category Feet Location Status
- ---------- -------- ---- -------- ------
<C> <C> <C> <C> <C>
Supermarket Replacement 65,350 Muncie, IN Under Construction
LoBill Conversion 31,592 Indianapolis, IN Open
LoBill Conversion 21,950 Portland, IN Open*
LoBill Conversion 17,322 Union City, OH Open*
Convenience New 4,465 Cambridge City, IN Open
Convenience New 3,591 Frankfort, IN Under Construction
Convenience Replacement 4,635 Albany, IN Open *
</TABLE>
* Opened subsequent to June 22, 1996
In addition to the projects listed above, the Company is currently pursuing
development of the following projects: (i) a 65,000 square foot replacement
supermarket in Greenwood, Indiana, (ii) a 65,000 square foot supermarket in
Carmel, Indiana, and (iii) ten additional Village Pantry stores.
7
<PAGE> 8
The Company is also pursuing the acquisition of several additional sites for
future development. The estimated cost of these projects in 1997, including
routine capital expenditures, approximates $40 million. Of this amount, it is
anticipated that equipment leasing will fund approximately $10 million. As of
June 22, 1996, the Company had expended $7.0 million for 1997 capital
expenditures. The Company believes it can finance the balance of its planned
capital expenditures with internally generated funds.
The Company's plans with respect to store construction, expansions, conversions
and remodeling may be revised in light of changing conditions, such as
competitive influences, its ability to successfully negotiate 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
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.
As presented in the Consolidated Statements of Cash Flows, net cash provided
by operating activities was $4.5 million for the first quarter of 1997. This
was a $2.0 million, or 30.4%, decrease from the $6.5 million reported for the
first quarter of 1996. The significant changes in working capital were a $2.7
million increase in accounts receivable, a $6.1 million increase in inventory,
a $3.7 million increase in recoverable income taxes, a $2.1 million decrease in
the current portion of deferred income taxes, a $6.9 million increase in
accounts payable and accrued expenses, and an $11.0 million increase in notes
payable to banks. The increase in accounts receivable is primarily
attributable to increased CSDC sales volume, Crystal Food Services seasonal
business, and an increase in supermarket vendor promotional allowances. The
$6.1 million increase in inventory is largely attributable to stores opened in
the last twelve months and seasonal buying patterns. The net increase in
recoverable and deferred income taxes is predominately attributable to non-cash
FAS 121 charges recorded by the Company. The increase in accounts payable and
accrued expenses is largely a function of the increase in inventory and
seasonal trends. The increase in notes payable to banks is largely
attributable to the aforementioned capital expenditures.
The Company's bank revolving credit agreements provide $40 million of
financing, of which $5 million was utilized at June 22, 1996. Commitments from
various banks for short-term borrowings provide an additional $15 million at
rates equal to, or below, the prime rates of the committed banks. At June 22,
1996, $15 million was outstanding on short-term bank borowings.
At June 22, 1996, the Company's long-term debt and capital lease obligations
amounted to $136.9 million, compared to $142.1 million at June 24, 1995. Of
the total long-term debt and capital lease obligations at June 22, 1996, 94%
were at fixed rates of interest averaging 8.8%, and 6% were at fluctuating
rates averaging 6.1%. This compares to June 24, 1995, when fixed rate
obligations comprised 98% of long-term debt and capital lease obligations at an
average interest rate of 8.9%, and the remaining 2% were at fluctuating rates
averaging 7.1%.
The Company anticipates continued access to its historical financing sources
such as long-term debt placements and leases, including capital and operating
leases for its expansion activities; however, 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 $24.5 million of additional
long-term borrowings. The senior note agreements also prohibit the Company
from entering into any operating leases having an original term greater than
three years, unless consolidated income available for fixed charges, as defined
in the agreements, exceeds 150% of the four year average fixed charges in three
of the four most recently completed fiscal years. As of March 30, 1996, 150%
of the average fixed charges for the most recent four years exceeded
consolidated income available for fixed charges in each of the four most
recently completed fiscal years. Accordingly, the Company will not be able to
enter into any lease with a term in excess of three years in 1997.
8
<PAGE> 9
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
Not Applicable.
Item 5. Other Information
Not Applicable.
Item 6. Exhibits and Reports on Form 8-K
(a) The following exhibits are 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. (for SEC use only).
(b) Reports on Form 8-K
No reports on Form 8-K have been filed during the quarter for
which this report is filed.
9
<PAGE> 10
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.
August 2, 1996 By: s/ Douglas W. Dougherty
---------------------------------------
Douglas W. Dougherty
Vice President, Chief Financial Officer
and Treasurer
August 2, 1996 By: /s/ Michael D. Castleberry
---------------------------------------
Michael D. Castleberry
Chief Accounting Officer,
Assistant Treasurer and
Director of Corporate Accounting
10
<PAGE> 11
<TABLE>
Exhibit Index Page Number
------------- -----------
<S> <C> <C>
Exhibit 11 Statement Re: Computation of Earnings Per Share 12
Exhibit 27 Financial Data Schedule (for SEC use only). 13
</TABLE>
11
<PAGE> 1
EXHIBIT 11 -- STATEMENT RE: COMPUTATION OF EARNINGS PER SHARE
(Unaudited)
<TABLE>
<CAPTION>
12 Weeks Ended
June 22, June 24,
------------ ----------
1996 1995
---- ----
<S> <C> <C>
PRIMARY
Weighted average shares outstanding 8,394,966 8,416,051
Net effect of dilutive stock options -
based on the treasury stock method 41,778 10,041
----------- ----------
Total 8,436,744 8,426,092
=========== ==========
Net income (loss) $(7,111,787) $3,135,445
=========== ==========
Per share amount $ (.84) $ .37
=========== ==========
FULLY DILUTED
Weighted average shares outstanding 8,394,966 8,416,051
Net effect of dilutive stock options -
based on the treasury stock method
using average market price 41,778 18,462
Assumed conversion of 7% convertible
subordinated debentures issued
March 5, 1993 1,290,323 1,290,323
----------- ----------
Total 9,727,067 9,724,836
=========== ==========
Net income (loss) $(7,111,787) $3,135,445
Add 7% convertible subordinated
debenture interest, net of tax effect 200,837 208,100
----------- ----------
$(6,910,950) $3,343,545
=========== ==========
Per share amount $ (.71) $ .34
=========== ==========
</TABLE>
12
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM MARSH
SUPERMARKETS INC.'S 10-Q FOR THE PERIOD ENDED JUNE 22, 1996 AND IS QUALIFIED IN
ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS AND THE NOTES THERETO.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> MAR-29-1997
<PERIOD-END> JUN-22-1996
<CASH> 11,453
<SECURITIES> 0
<RECEIVABLES> 26,118
<ALLOWANCES> 0
<INVENTORY> 89,861
<CURRENT-ASSETS> 137,074
<PP&E> 340,695
<DEPRECIATION> 111,583
<TOTAL-ASSETS> 388,108
<CURRENT-LIABILITIES> 117,986
<BONDS> 136,939
0
0
<COMMON> 8,393,910<F1>
<OTHER-SE> 86,572
<TOTAL-LIABILITY-AND-EQUITY> 388,108
<SALES> 335,844
<TOTAL-REVENUES> 335,844
<CGS> 254,598
<TOTAL-COSTS> 335,334<F2>
<OTHER-EXPENSES> 9,064
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 3,014
<INCOME-PRETAX> (11,568)
<INCOME-TAX> (4,456)
<INCOME-CONTINUING> (7,112)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (7,112)
<EPS-PRIMARY> (0.84)<F3>
<EPS-DILUTED> (0.71)
<FN>
<F1>Number of Class A and Class B shares outstanding, Multiplier is 1.
<F2>Includes (i) $254,598 of Cost of Goods Sold (Item 5-03(b)2(a) of Regulation
S-X) and (ii)$80,736 of Selling, General and Administrative Expenses (Items
5-03(b)4 of Regulation S-X).
<F3>Multiplier is 1 for per share data.
13
</FN>
</TABLE>
