<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 21, 1997
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 21, 1997:
Class A Common Stock - 3,849,297 shares
Class B Common Stock - 4,544,232 shares
---------
8,393,529 shares
<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>
<CAPTION>
12 Weeks Ended
-------------------------
June 21, June 22,
1997 1996
-------- ---------
<S> <C> <C>
Sales and other revenues $343,924 $ 335,844
Cost of merchandise sold, including
warehousing and transportation 260,147 254,598
-------- ---------
Gross profit 83,777 81,246
Selling, general and administrative 72,263 80,736
Depreciation and amortization 4,376 9,064
-------- ---------
Operating profit (loss) 7,138 (8,554)
Interest and debt expense amortization 3,063 3,014
-------- ---------
Income (loss) before income taxes 4,075 (11,568)
Income tax expense (benefit) 1,176 (4,456)
-------- ---------
Net income (loss) $ 2,899 $ (7,112)
======== =========
Earnings (loss) per common share:
Primary $ .34 $ (.85)
======== =========
Fully diluted $ .32 $ (.85)
======== =========
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 21, March 29, June 22,
1997 1997 1996
---- ---- ----
(Unaudited) (Note A) (Unaudited)
<S> <C> <C> <C>
ASSETS
Current assets:
Cash and equivalents $ 9,802 $ 12,529 $ 11,453
Accounts receivable 25,104 25,634 26,118
Inventories, less LIFO reserve; June 21, 1997 - $17,652;
March 29, 1997 - $17,592; June 22, 1996 - $18,453 94,456 88,262 89,861
Prepaid expenses 5,217 5,362 4,217
Recoverable income taxes 745 941 3,677
Deferred income taxes 710 650 1,748
--------- --------- ---------
Total current assets 136,034 133,378 137,074
Property and equipment, less allowances for depreciation 230,783 232,681 229,112
Other assets 30,578 29,572 21,922
--------- --------- ---------
$ 397,395 $ 395,631 $ 388,108
========= ========= =========
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Notes payable to bank $ 9,500 $ 10,755 $ 15,000
Accounts payable 55,075 54,132 54,800
Accrued liabilities 39,246 42,140 41,003
Current maturities of long-term liabilities 6,842 7,097 7,183
--------- --------- ---------
Total current liabilities 110,663 114,124 117,986
Long-term liabilities:
Long-term debt 145,064 141,264 132,036
Capital lease obligations 4,031 4,165 4,903
--------- --------- ---------
Total long-term liabilities 149,095 145,429 136,939
Deferred items:
Income taxes 7,616 7,865 9,581
Other 12,623 12,765 12,246
--------- --------- ---------
Total deferred items 20,239 20,630 21,827
Shareholders' Equity:
Common stock, Classes A and B (Note B) 24,784 24,784 24,784
Retained earnings 100,451 98,474 94,379
Cost of common stock in treasury (7,511) (7,488) (7,497)
Notes receivable - stock options (326) (322) (310)
--------- --------- ---------
Total shareholders' equity 117,398 115,448 111,356
--------- --------- ---------
$ 397,395 $ 395,631 $ 388,108
========= ========= =========
</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 21, June 22,
1997 1996
-------- --------
<S> <C> <C>
OPERATING ACTIVITIES
Net income (loss) $ 2,899 $ (7,112)
Adjustments to reconcile net income to net
cash provided by operating activities:
Depreciation and amortization 4,376 9,064
Amortization of other assets 1,131 1,159
Changes in operating assets and liabilities (7,583) (895)
Other (1,351) 2,331
-------- --------
Net cash provided by (used for) operating activities (528) 4,547
INVESTING ACTIVITIES
Net acquisition of property, equipment and land (2,420) (6,737)
Other investing activities (1,009) (269)
-------- --------
Net cash used for investing activities (3,429) (7,006)
FINANCING ACTIVITIES
Payments of short-term borrowing, net (1,255) --
Proceeds of long-term borrowing 8,000 13,780
Repayments of long-term debt and capital leases (4,589) (11,745)
Purchase of shares for treasury (23) (21)
Cash dividends paid (922) (924)
Other financing activities 19 --
-------- --------
Net cash provided by financing activities 1,230 1,090
Net decrease in cash and equivalents (2,727) (1,369)
Cash and equivalents at beginning of period 12,529 12,822
-------- --------
Cash and equivalents at end of period $ 9,802 $ 11,453
======== ========
</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 21, 1997
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 29, 1997. The balance
sheet at March 29, 1997, 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 to "1998" and "1997" relate to the fiscal years
ending March 28, 1998 and March 29, 1997, respectively.
The condensed consolidated financial statements for the twelve week periods
ended June 21, 1997 and June 22, 1996, respectively, were not audited by
independent auditors. Preparation of the financial statements requires
management to make estimates that affect the reported amounts of assets,
liabilities, revenues and expenses for the reporting periods. 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.
Operating results for the twelve week period ended June 21, 1997 are not
necessarily indicative of the results that may be expected for the full fiscal
year ending March 28, 1998.
NOTE B -- COMMON STOCK
Class A Common Stock and Class B Common Stock each have 15 million shares
authorized. On June 21, 1997, March 29, 1997 and June 22, 1996, there were
3,849,297, 3,850,698 and 3,850,698 shares of Class A Common Stock outstanding
and 4,544,232, 4,544,855 and 4,543,212 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 21, 1997, the
Company repurchased 191,721 shares at a cost of $2.1 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 31, 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, primarily related to the adjustment of building and
equipment carrying costs and leases of eight supermarkets and twelve convenience
stores, of which $4.9 million is included in depreciation and amortization, and
$2.6 million is included in selling, general and administrative expenses. 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
NOTE D -- INCOME TAXES
During fiscal 1997, the Company implemented a corporate restructuring pursuant
to which the Company's supermarket and Village Pantry operations were organized
as wholly-owned limited liability companies and their intellectual property was
transferred to a passive investment company. As a result of the restructuring,
the Company anticipates state tax loss carrybacks for the current and two
succeeding fiscal years resulting in significantly lower effective tax rates.
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, the ability to minimize
operating expenses, and the ability of the Company to continue to hire, train
and retain employees needed in the business. 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 28, 1998.
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
1997 1996 Change
------- ------ -------
<S> <C> <C> <C>
Sales and other revenues 100.0% 100.0% 2.4%
Gross profit 24.4% 24.2% 3.1%
Selling, general and administrative 21.0% 24.0% (10.5%)
Depreciation and amortization 1.3% 2.7% (51.7%)
Operating profit 2.1% (2.5%) n/m
Interest and debt expense amortization 0.9% 0.9% 1.6%
Income taxes 0.3% (1.3%) n/m
Net income 0.8% (2.1%) n/m
</TABLE>
n/m = non-meaningful comparison
SALES AND OTHER REVENUES
Consolidated sales and other revenues of $343.9 million increased $8.1 million,
or 2.4%, in the first quarter of 1998 from the first quarter of 1997. The first
quarter of 1997 included the Easter holiday. The first quarter of 1998 did not
include the Easter holiday which negatively impacted sales and other revenues
during the quarter. Supermarket revenues increased $2.0 million, convenience
wholesale (CSDC) revenues increased $6.1 million, and Crystal Food Services
revenues increased $800,000, while Village Pantry revenues decreased $1.6
million. Retail sales (excluding fuel sales) increased 0.7% for the quarter.
Sales in comparable supermarkets and convenience stores (including replacement
stores and format conversions) increased 0.2% from the first quarter of 1997.
6
<PAGE> 7
GROSS PROFIT
Gross profit is calculated net of warehousing, transportation, and promotional
expenses. Gross profit of $83.8 million increased $2.5 million, or 3.1%, from
the prior year quarter. As a percentage of revenues, gross profit increased 0.2%
to 24.4%. The increase, as a percent of revenues, was primarily attributable to
a higher margin rate in Crystal Food Services combined with lower warehouse and
delivery costs (as a percent of revenues). Supermarkets and Village Pantry
showed improved margin rates, while CSDC margin rate declined.
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES
Selling, general and administrative expenses were $72.3 million in the first
quarter of 1998, a decrease of $8.5 million from the first quarter of 1997. As a
percentage of revenues, SG&A expenses decreased to 21.0% from 24.0% in the
comparable quarter of 1997. The decrease is due to specific expenses reduced in
the first quarter of 1998, combined with first quarter 1997 charges not normally
recurring. In 1998, store operating costs increased $1.3 million, but were more
than offset by a decline of $1.4 million in advertising outlays, a $0.9 million
decrease in casualty and workers compensation losses, and a $0.8 million
reduction in state gross receipts tax. The first quarter 1997 charges not
normally recurring included; $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, and $1.5 million primarily related to
adjustments in merchandising allowances and payments to employees in lieu of
wage increases. Wage expense in stores open both quarters, excluding supermarket
conversions to the LoBill format, decreased 1.3% from the first quarter of 1997.
The Company implemented labor productivity changes in the current year aimed at
reducing recent increases in wage costs, while continuing to maintain high
customer service levels.
DEPRECIATION AND AMORTIZATION EXPENSE
Depreciation and amortization expense for the first quarter of 1998 was $4.4
million, compared to $9.1 million in 1997 that included $4.9 million in FAS 121
charges primarily related to the write-down of eight supermarkets and twelve
convenience stores. As a percentage of revenues, depreciation and amortization
expense was 1.3% for the first quarter of 1998, compared to 2.7% for the first
quarter of 1997.
OPERATING PROFIT
Operating profit was $7.1 million, or 2.1% of revenues, for the first quarter of
1998, compared to an operating loss of $8.6 million in the first quarter of
1997. The $2.5 million improvement in gross profit, combined with lower selling,
general and administrative expenses in the first quarter of 1998 and the
previously discussed 1997 charges not normally recurring posted to selling,
general and administrative expenses, and depreciation and amortization,
accounted for the operating profit improvement.
INTEREST EXPENSE
Interest expense in the first quarter of 1998 was $3.1 million, compared to $3.0
million in the first quarter of 1997. The increase resulted from slightly higher
debt principal balances in the current year quarter.
INCOME TAXES
For the quarter ended June 21, 1997, the effective income tax rate was 28.9%
compared to 38.5% for the prior year quarter. The first quarter effective rate
is based on the overall expected rate for 1998, and is lower than the statutory
rate due to contributions, tax credits and an anticipated state tax loss
carryback resulting from restructuring the Company's supermarket and Village
Pantry operations.
NET INCOME
Net income for the quarter ended June 21, 1997 was $2.9 million, or 0.8% of
revenue, compared to a net loss of $7.1 million, or (negative) 2.1% of revenue,
for the twelve weeks ended June 22, 1996.
7
<PAGE> 8
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 1998, the following stores were opened, remodeled
or were under construction:
<TABLE>
<CAPTION>
Square
Store Type Category Feet Location Status
---------- -------- ------ -------- ------
<S> <C> <C> <C> <C>
Supermarket Remodel 75,000 Westfield, IN Under construction
Supermarket Remodel 80,000 Fishers, IN Under construction
LoBill New 42,000 Hamilton, OH Open
LoBill Conversion 23,000 Connersville, IN Open
</TABLE>
For fiscal 1998, in addition to the projects listed above, the Company plans to
open one LoBill supermarket and five new convenience stores and acquire several
sites for future development. Additionally, the Company plans to upgrade
supermarket front-end systems and scale equipment, and implement new generation
inventory procurement/distribution software. Also, in fiscal 1998, additional
Village Pantry stores will offer Shell brand gasoline, with Shell Oil Company
providing the capital for upgrading existing fuel operations at these stores.
The estimated cost of these projects in 1998, including routine capital
expenditures, is expected to be $25 million. Of this amount, it is anticipated
that equipment leasing will fund approximately $11 million. As of June 21, 1997,
the Company had expended $2.5 million for capital expenditures.
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 used for
operating activities was $0.5 million for the first quarter of 1998, compared to
$4.5 million net cash provided by operating activities reported for the first
quarter of 1997. The significant changes in working capital were a $2.7 million
decrease in cash and equivalents, a $6.2 million increase in inventory, and a
$2.9 million decrease in accrued liabilities. The decrease in cash and the
increase in inventory are due to replenishment of warehouse stock levels
depleted prior to fiscal 1997 year end, and the decrease in accrued liabilities
results primarily from the payment of real and personal property taxes, annual
store management incentive payments and vacation wages.
At June 21, 1997, the Company's bank revolving credit agreements provided $40
million of financing, of which $26 million was utilized. Commitments from
various banks for short-term borrowings provided an additional $15 million at
rates equal to, or below, the prime rates of the committed banks. At June 21,
1997, $9.5 million was outstanding on short-term bank borrowings.
8
<PAGE> 9
At June 21, 1997, the Company's long-term debt and capital lease obligations
amounted to $149.1 million, compared to $136.9 million at June 22, 1996. Of the
total long-term debt and capital lease obligations at June 21, 1997, 82% were at
fixed rates of interest averaging 8.7%, and 18% were at fluctuating rates
averaging 6.1%. At June 22, 1996, fixed rate obligations comprised 94% of
long-term debt and capital lease obligations were at an average interest rate of
8.8%; the remaining 6% were at fluctuating rates averaging 6.1%.
The Company announced subsequent to June 21, 1997, that it had consummated the
sale of $150 million in principal amount of its 8 7/8% Senior Subordinated
Notes, due 2007 (the "Notes"). Proceeds of the offering will be used to repay
$63.4 million in principal amount of senior unsecured indebtedness and related
prepayment penalties, to repay amounts outstanding under revolving credit
facilities, and for general corporate purposes, including capital expenditures.
In connection with the offering, the Company entered into a new $30 million
revolving credit facility with a bank lender and amended a $20 million revolving
credit facility. As a result, as of the closing of the offering of the Notes,
the Company has $50 million of availability under its revolving credit
facilities. Notes payable to banks provide an additional $20 million of
financing.
The Company believes the remaining net proceeds of the offering of the Notes,
borrowings under its revolving credit agreements and notes payable to banks,
cash flows from operating activities and lease financings will be adequate to
meet the Company's working capital needs, planned capital expenditures and debt
service obligations for the foreseeable future.
9
<PAGE> 10
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.
(b) Reports on Form 8-K
No reports on Form 8-K were filed during the quarter for which
this report is filed.
10
<PAGE> 11
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 4, 1997 By: /s/ Douglas W. Dougherty
---------------------------------------
Douglas W. Dougherty
Vice President, Chief Financial Officer
and Treasurer
August 4, 1997 By: /s/ Mark A. Varner
---------------------------------------
Mark A. Varner
Corporate Controller
11
<PAGE> 12
Exhibit Index
Page Number
-----------
Exhibit 11 Statement Re: Computation of Earnings Per Share 13
Exhibit 27 Financial Data Schedule (for SEC use only) 14
12
<PAGE> 1
EXHIBIT 11 -- STATEMENT RE: COMPUTATION OF EARNINGS PER SHARE
(Unaudited)
<TABLE>
<CAPTION>
12 Weeks Ended
----------------------------------
June 21, June 22,
1997 1996
---------- -----------
<S> <C> <C>
PRIMARY
Weighted average shares outstanding 8,395,163 8,394,966
Net effect of dilutive stock options -
based on the treasury stock method 50,157 0 (a)
---------- -----------
Total 8,445,320 8,394,966
========== ===========
Net income (loss) $2,899,379 $(7,111,787)
========== ===========
Per share amount $ .34 $(.85)
==== =====
FULLY DILUTED
Weighted average shares outstanding 8,395,163 8,394,966
Net effect of dilutive stock options -
based on the treasury stock method
using average market price 62,281 0 (a)
Assumed conversion of 7% convertible
subordinated debentures issued
March 5, 1993 1,290,323 0 (a)
---------- -----------
Total 9,747,767 8,394,966
========== ===========
Net income (loss) $2,899,379 $(7,111,787)
Add 7% convertible subordinated
debenture interest, net of tax effect 229,837 0 (a)
---------- -----------
$3,129,216 $(7,111,787)
---------- ===========
Per share amount $ .32 $(.85)
====== =====
</TABLE>
(a) Antidilutive common stock equivalents excluded.
13
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
COMPANY'S 10-Q FOR THE PERIOD ENDED JUNE 21, 1997 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-28-1998
<PERIOD-END> JUN-21-1997
<CASH> 9,802
<SECURITIES> 0
<RECEIVABLES> 25,104
<ALLOWANCES> 0
<INVENTORY> 94,456
<CURRENT-ASSETS> 136,034
<PP&E> 357,114
<DEPRECIATION> 126,331
<TOTAL-ASSETS> 397,395
<CURRENT-LIABILITIES> 110,663
<BONDS> 149,095
0
0
<COMMON> 8,393,507<F1>
<OTHER-SE> 92,614
<TOTAL-LIABILITY-AND-EQUITY> 397,395
<SALES> 343,924
<TOTAL-REVENUES> 343,924
<CGS> 260,147
<TOTAL-COSTS> 332,410<F2>
<OTHER-EXPENSES> 4,376
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 3,063
<INCOME-PRETAX> 4,075
<INCOME-TAX> 1,176
<INCOME-CONTINUING> 2,899
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 2,899
<EPS-PRIMARY> .34<F3>
<EPS-DILUTED> .32<F3>
<FN>
<F1>Number of Class A and Class B shares outstanding, Multiplier is 1.
<F2>Includes (i) $260,147 of Cost of Goods Sold (Item 5-03(b)2(a) of Regulation
S-X) and (ii) $72,263 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>
