<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 20, 1998
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 class of the registrant's common
stock as of July 17, 1998:
<TABLE>
<S> <C>
Class A Common Stock - 3,942,055 shares
Class B Common Stock - 4,484,506 shares
---------
8,426,561 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>
<CAPTION>
12 Weeks Ended
--------------
June 20, June 21,
1998 1997
---- ----
<S> <C> <C>
Sales and other revenues $360,622 $343,924
Cost of merchandise sold, including
warehousing and transportation 271,213 260,147
-------- --------
Gross profit 89,409 83,777
Selling, general and administrative 75,705 72,263
Depreciation and amortization 4,897 4,376
-------- --------
Operating income 8,807 7,138
Interest and debt expense amortization 4,284 3,063
-------- --------
Income before income taxes 4,523 4,075
Income taxes 1,495 1,176
-------- --------
Net income $ 3,028 $ 2,899
======== ========
Earnings per common share $ .37 $ .35
======= =======
Earnings per common share - assuming dilution $ .34 $ .32
====== =======
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 20, March 28, June 21,
1998 1998 1997
---- ---- ----
(Unaudited) (Note A) (Unaudited)
<S> <C> <C> <C>
ASSETS
Current assets:
Cash and equivalents $ 29,874 $ 33,546 $ 9,802
Accounts receivable 30,828 27,315 25,104
Inventories, less LIFO reserve; June 20, 1998 - $15,144;
March 28, 1998 - $15,084; June 21, 1997 - $17,652 100,004 98,828 94,456
Prepaid expenses 3,837 4,477 5,217
Recoverable income taxes 768 3,867 745
Deferred income taxes -- -- 710
-------- -------- --------
Total current assets 165,311 168,033 136,034
Property and equipment, less allowances for depreciation 254,754 248,795 230,783
Other assets 50,791 43,211 30,578
-------- -------- --------
$470,856 $460,039 $397,395
======== ======== ========
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Notes payable to bank $ 5,300 $ -- $ 9,500
Accounts payable 64,721 60,503 55,075
Accrued liabilities 46,030 45,294 39,246
Current maturities of long-term liabilities 2,612 2,806 6,842
-------- -------- --------
Total current liabilities 118,663 108,603 110,663
Long-term liabilities:
Long-term debt 205,497 206,004 145,064
Capital lease obligations 5,653 6,457 4,031
-------- -------- --------
Total long-term liabilities 211,150 212,461 149,095
Deferred items:
Income taxes 10,364 10,219 7,616
Other 12,586 12,677 12,623
-------- -------- --------
Total deferred items 22,950 22,896 20,239
Shareholders' Equity:
Common stock, Classes A and B (Note B) 24,784 24,784 24,784
Retained earnings 103,019 100,917 100,451
Cost of common stock in treasury (7,487) (7,268) (7,511)
Deferred cost - restricted stock (1,887) (2,022) --
Notes receivable - stock options (336) (332) (326)
-------- -------- --------
Total shareholders' equity 118,093 116,079 117,398
-------- -------- --------
$470,856 $460,039 $397,395
======== ======== ========
</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 20, June 21,
1998 1997
---- ----
<S> <C> <C>
OPERATING ACTIVITIES
Net income $ 3,028 $ 2,899
Adjustments to reconcile net income to net
cash provided by operating activities:
Depreciation and amortization 4,897 4,376
Amortization of other assets 1,025 1,131
Changes in operating assets and liabilities 4,149 (7,583)
Other 155 (1,351)
-------- -------
Net cash provided by (used for) operating activities 13,254 (528)
INVESTING ACTIVITIES
Net acquisition of property, equipment and land (16,341) (2,420)
Other investing activities, principally deferred software costs (3,233) (1,009)
-------- -------
Net cash used for investing activities (19,574) (3,429)
FINANCING ACTIVITIES
Proceeds (repayments) of short-term borrowings 5,300 (1,255)
Proceeds of long-term borrowings -- 8,000
Repayments of long-term debt and capital leases (1,505) (4,589)
Purchase of shares for treasury (225) (23)
Cash dividends paid (927) (922)
Other financing activities 5 19
--------- -------
Net cash provided by financing activities 2,648 1,230
Net decrease in cash and equivalents (3,672) (2,727)
Cash and equivalents at beginning of period 33,546 12,529
-------- -------
Cash and equivalents at end of period $ 29,874 $ 9,802
======== =======
</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 20, 1998
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 28, 1998. The balance
sheet at March 28, 1998, 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 "1999" and "1998" relate to the fiscal
years ending March 27, 1999 and March 28, 1998, respectively.
The condensed consolidated financial statements for the twelve week periods
ended June 20, 1998 and June 21, 1997, 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 20, 1998 are not
necessarily indicative of the results that may be expected for the full fiscal
year ending March 27, 1999.
NOTE B -- COMMON STOCK
Class A Common Stock and Class B Common Stock each have 15 million shares
authorized. On June 20, 1998, March 28, 1998 and June 21, 1997, there were
3,930,345, 3,944,387 and 3,849,297 shares of Class A Common Stock outstanding
and 4,485,081, 4,485,101 and 4,544,232 shares of Class B Common Stock
outstanding, respectively.
In November 1997, the Company authorized an increase in its previously announced
stock repurchase plan from $4.0 million to $6.0 million. Through June 20, 1998,
the Company has repurchased 410,000 shares of common stock at an aggregate cost
of $5.5 million. The Company intends to purchase from time to time additional
shares of common stock at prices up to $17 per share. The number of additional
shares that could be purchased represents approximately 5.2% of the currently
outstanding common stock.
NOTE C - RESTRICTED STOCK
In September 1997, 150,750 shares of Class A Common Stock were granted under the
1991 Employee Stock Incentive Plan to certain key employees. The shares will
vest ratably on each of the first four anniversaries of the date of grant and
are subject to restrictions on their sale or transfer.
5
<PAGE> 6
NOTE D - LONG-TERM DEBT AND GUARANTOR SUBSIDIARIES
In August 1997, the Company sold $150.0 million of 8 7/8% Senior Subordinated
Notes in a private offering under Rule 144A of the Securities Act of 1933. The
proceeds were used to repay senior unsecured indebtedness and related prepayment
fees, all borrowings outstanding under revolving credit agreements and all
borrowings outstanding under notes payable to banks, with $42.2 million of net
proceeds remaining for general corporate purposes. Subsequent to the offering,
the Company and guarantor subsidiaries filed a registration statement on Form
S-4 to enable the Company to offer to exchange its 8 7/8% Senior Subordinated
Notes, Series B (the "Exchange Notes" and, together with the 144A Notes, the
"Notes") for all outstanding 144A Notes.
Other than three inconsequential subsidiaries, all of the Company's subsidiaries
(the "Guarantors") have fully and unconditionally guaranteed on a joint and
several basis the Company's obligations under the Notes. The Guarantors are 100%
wholly-owned subsidiaries of the Company. The Guarantors comprise all of the
direct and indirect subsidiaries of the Company (other than three
inconsequential subsidiaries). The Company has not presented separate financial
statements and other disclosures concerning each Guarantor because management
believes that such information is not material to investors.
Summarized combined financial information (in accordance with rule 1-02(bb) of
Regulation S-X) for the Guarantors is set forth below:
<TABLE>
<CAPTION>
June 20, March 28, June 21,
1998 1998 1997
---- ---- ----
<S> <C> <C> <C>
Current assets $161,528 $164,316 $135,792
Current liabilities 109,761 104,486 108,797
Noncurrent assets 257,368 244,400 216,194
Noncurrent liabilities 38,182 49,188 130,924
<CAPTION>
12 Weeks Ended
--------------
June 20, June 21,
1998 1997
---- ----
<S> <C> <C>
Total revenues $359,311 $342,576
Gross profit 88,098 82,429
Net income 3,180 3,331
</TABLE>
NOTE E -- INCOME TAXES
During 1997, the Company implemented a corporate restructuring pursuant to which
the Company's retail 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 prior year effective
tax rate was significantly lower than the statutory rate due to the reversal of
a portion of deferred tax accruals.
6
<PAGE> 7
NOTE G - EARNINGS PER SHARE
In 1997, the Financial Accounting Standards Board issued FAS 128, "Earnings per
Share". FAS 128 simplifies the standards for computing earnings per share by
replacing primary and fully diluted earnings per share with basic and diluted
earnings per share. Unlike primary earnings per share, basic earnings per share
excludes any dilutive effects of options, warrants and convertible securities.
Diluted earnings per share is very similar to the previously reported fully
diluted earnings per share. Earnings per share amounts for the twelve weeks
ended June 21, 1997 presented on the income statement have been restated to
conform to FAS 128.
The following table sets forth the computation of the numerators and
denominators used in the computation of basic and diluted earnings per share
(amounts in thousands):
<TABLE>
<CAPTION>
12 Weeks Ended
--------------
June 20, June 21,
1998 1997
---- ----
<S> <C> <C>
Numerator for basic EPS - net income $3,028 $2,899
Effect of convertible debentures 216 229
------ ------
Numerator for diluted EPS - income
after assumed conversions $3,244 $3,128
====== ======
Weighted average shares outstanding 8,421 8,395
Non-vested restricted shares (151) --
------ ------
Denominator for basic EPS 8,270 8,395
Effect of dilutive securities:
Employee stock options 106 50
Convertible debentures 1,290 1,290
------ ------
Denominator for diluted EPS -
adjusted weighted average shares 9,666 9,735
====== ======
</TABLE>
NOTE F - RECENT ACCOUNTING PRONOUNCEMENTS
In June 1997, the Financial Accounting Standards Board issued Statement No. 130,
"Reporting Comprehensive Income" (FAS 130), and Statement No. 131, "Disclosure
About Segments of an Enterprise and Related Information" (FAS 131). FAS 130
requires separate reporting of certain items already disclosed by the Company.
FAS 131 establishes requirements for reporting information about operating
segments in annual and interim reports and is effective for the Company in 1999,
but need not be applied to interim financial statements in the initial year of
application. FAS 131 may require a change in the Company's financial reporting;
however, the extent of the change, if any, has not been determined.
7
<PAGE> 8
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, uncertainties relating
to tobacco and environmental regulations, the ability of the Company and
significant third parties with whom it does business to effect conversions to
new technological systems, including being Year 2000 compliant, and 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. The Company undertakes no obligation to
update or revise any forward-looking statements to reflect subsequent events or
circumstances.
Results of operations for interim periods do not necessarily reflect the results
that may be expected for the fiscal year.
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
----------------------
Percentage of Revenues
---------------------- Percentage
1998 1997 Change
---- ---- ------
<S> <C> <C> <C>
Sales and other revenues 100.0% 100.0% 4.9%
Gross profit 24.8% 24.4% 6.7%
Selling, general and administrative 21.0% 21.0% 4.8%
Depreciation and amortization 1.4% 1.3% 11.9%
Operating income 2.4% 2.1% 23.4%
Interest and debt expense amortization 1.2% 0.9% 39.9%
Income taxes 0.4% 0.3% 27.1%
Net income 0.8% 0.8% 4.4%
</TABLE>
SALES AND OTHER REVENUES
In the first quarter of 1999, consolidated sales and other revenues of $360.6
million increased $16.7 million, or 4.9%, compared to the first quarter of 1998.
The first quarter of 1999 included an Easter holiday, while no Easter holiday
occurred in the first quarter of 1998. Supermarket revenues increased $8.7
million and convenience wholesale (CSDC) revenues increased $8.9 million, while
Crystal Food Services revenues decreased $0.3 million and Village Pantry
revenues decreased $1.6 million. Retail sales (excluding fuel sales) increased
3.4% for the quarter. Sales in comparable supermarkets and convenience stores
(including replacement stores and format conversions) increased 3.3% from the
first quarter of 1998. The increase in supermarket revenues was attributable to
comparable store sales increases. The increase in CSDC revenues was attributable
to higher cigarette manufacturer prices passed on to customers. The decrease in
Village Pantry revenues was primarily due to lower retail fuel prices.
8
<PAGE> 9
GROSS PROFIT
Gross profit is calculated net of warehousing, transportation, and promotional
expenses. In the first quarter of 1999, consolidated gross profit increased $5.6
million, or 6.7%, to $89.4 million from $83.8 million for the year earlier
quarter as a result of both increased sales and improved gross profit
percentages. As a percentage of revenues, gross profit increased 0.4% to 24.8%.
Gross profit as a percentage of revenues increased in all divisions. Gross
profit increased in supermarkets, CSDC and Crystal Food Services, but declined
slightly in Village Pantry due to lower fuel margins and the current quarter
store closings.
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES
In the first quarter of 1999, selling, general and administrative expenses
(SG&A) increased $3.4 million, or 4.8%, to $75.7 million from $72.3 million for
the comparable quarter of 1998. As a percentage of revenues, SG&A expenses were
21.0% in both quarters. The increased expenses were primarily attributable to a
$2.0 million increase in wage costs, a $0.3 million increase in advertising, a
$0.5 million increase in store occupancy costs and a $0.4 million increase in
other store operating costs. Wage expense in stores open both quarters,
excluding supermarket conversions to the LoBill format, increased 3.5% due to
wage rate increases and increased labor hours resulting from same store sales
gains.
DEPRECIATION AND AMORTIZATION EXPENSE
Depreciation and amortization expense for the first quarter of 1999 was $4.9
million, compared to $4.4 million for the year earlier quarter. As a percentage
of revenues, depreciation and amortization expense was 1.4% for the first
quarter of 1999, compared to 1.3% for the first quarter of 1998.
OPERATING INCOME
Operating income (income from continuing operations before interest and taxes)
increased $1.7 million to $8.8 million for the first quarter of 1999 from $7.1
million for the first quarter of 1998. Operating divisions contributed $1.0
million of the increase, with $0.7 million resulting from the release from
liability under a guarantor arrangement. Operating income, as a percentage of
revenues, was 2.4% for the first quarter of 1999, compared to 2.1% for the first
quarter of 1998.
INTEREST EXPENSE
Interest expense for the first quarter of 1999 was $4.3 million, compared to
$3.1 million in the first quarter of 1998. The increase resulted from the
issuance of the Notes in August 1997.
INCOME TAXES
For the quarter ended June 20, 1998, the effective income tax rate was 33.1%
compared to 28.9% for the year earlier quarter. The first quarter effective rate
is based on the overall expected rate for 1999. The year earlier effective rate
was significantly lower due to the reversal of deferred tax accruals resulting
primarily from restructuring the Company's retail operations.
NET INCOME
Net income for the first quarter of 1999 was $3.0 million, compared to $2.9
million for the first quarter of 1998. As a percentage of revenues, net income
was 0.8% in both quarters.
9
<PAGE> 10
CAPITAL EXPENDITURES
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 1999, the following stores were opened, remodeled,
converted or were under construction:
<TABLE>
<CAPTION>
Square
------
Store Type Category Feet Location Status
---------- -------- ---- -------- ------
<S> <C> <C> <C> <C>
Supermarket Replacement 80,000 Carmel, IN Under construction*
Supermarket Replacement 80,000 Indianapolis, IN Under construction
Supermarket Remodel 80,000 Lafayette, IN Under construction
LoBill Conversion 28,000 Rushville, IN Open
Convenience New 4,500 Cicero, IN Open
Convenience New 2,500 Kokomo, IN Open
Convenience New 4,500 Lafayette, IN Under construction
Convenience Replacement 4,500 Muncie, IN Under construction
Convenience New 4,500 Zionsville, IN Under construction*
* opened subsequent to June 20, 1998
</TABLE>
In 1999 the Company also plans to remodel one supermarket, open two convenience
stores and acquire several sites for future development. The cost of these
projects and other capital commitments is estimated to be $60.0 million. Of this
amount, the Company plans to fund $20.0 million through equipment leasing and
believes it can finance the balance with current cash balances and internally
generated funds. As of June 20, 1998, the Company had expended $16.8 million for
capital expenditures.
The Company's plans with respect to store construction, expansion, conversion
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 that
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.
LIQUIDITY AND CAPITAL RESOURCES
Net cash provided by operating activities in the first quarter of 1999 was $13.3
million, compared to $0.5 million net cash used for operating activities for the
first quarter of 1998. The improvement in net cash provided by operating
activities is due to a combination of an increase in accounts payable, a
decrease in recoverable income taxes and a smaller increase in inventories than
in the year earlier quarter. Working capital decreased $12.8 million from March
28, 1998. The significant changes in working capital were a $3.7 million
decrease in cash and equivalents, a $3.5 million increase in accounts
receivable, a $3.1 million decrease in recoverable income taxes, a $5.3 million
increase in notes payable to banks and a $4.2 million increase in accounts
payable. The decrease in cash and the increase in notes payable to banks are due
primarily to capital expenditures, the increases in accounts receivable and
accounts payable are seasonal, and the decrease in recoverable income taxes is
due to a combination of refunds received and current year tax expense.
At June 20, 1998, the Company's bank revolving credit agreements provided $50.0
million of available financing, of which none was utilized. Commitments from
various banks for short-term borrowings provided an additional $20.0 million
available at rates based upon the then prevailing federal funds rate, of which
$5.3 million was utilized at June 20, 1998.
The Company believes current cash balances, 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.
10
<PAGE> 11
YEAR 2000 ISSUE
The Company has reviewed its computer and other operating systems to identify
those which could be affected by the "Year 2000" issue and is currently
addressing those systems. Management believes those changes will be made in a
timely fashion and the Year 2000 issue will not pose significant operational
problems for the Company. Moreover, management does not expect that Year 2000
associated costs will have a material adverse impact on the Company's financial
condition or results of operations. It is management's understanding the
significant third parties with which the Company does business are now, or will
be, Year 2000 compliant in a timely manner. However, if the Company or one or
more significant third parties with whom it does business fails to complete its
Year 2000 program in a timely manner, there can be no assurance that such
failure will not have a material adverse effect on the Company's operations or
financial position.
11
<PAGE> 12
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 27 (a) - Financial Data Schedule for the quarter for
which this report is filed.
Exhibit 27 (b) - Financial Data Schedule for the quarter ended
June 21, 1997.
(b) Reports on Form 8-K
No reports on Form 8-K were filed during the quarter for which
this report is filed.
12
<PAGE> 13
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.
July 30, 1998 By: /s/ Douglas W. Dougherty
------------------------------------
Douglas W. Dougherty
Senior Vice President, Chief Financial
Officer and Treasurer
July 30, 1998 By: /s/ Mark A. Varner
-------------------------------------
Mark A. Varner
Corporate Controller
13
<PAGE> 14
Exhibit Index
-------------
Exhibit 27 (a) - Financial Data Schedule for the quarter for which this report
is filed (for SEC use only).
Exhibit 27 (b) - Financial Data Schedule for the quarter ended June 21, 1997
(for SEC use only).
14
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
COMPANY'S 10-Q FOR THE PERIOD ENDED JUNE 20, 1998 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-27-1999
<PERIOD-END> JUN-20-1998
<CASH> 29,874
<SECURITIES> 0
<RECEIVABLES> 30,828
<ALLOWANCES> 0
<INVENTORY> 100,004
<CURRENT-ASSETS> 165,311
<PP&E> 398,489
<DEPRECIATION> 143,735
<TOTAL-ASSETS> 470,856
<CURRENT-LIABILITIES> 118,663
<BONDS> 211,150
0
0
<COMMON> 8,415,426<F1>
<OTHER-SE> 93,309
<TOTAL-LIABILITY-AND-EQUITY> 470,856
<SALES> 360,622
<TOTAL-REVENUES> 360,622
<CGS> 271,213
<TOTAL-COSTS> 346,918<F2>
<OTHER-EXPENSES> 4,897
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 4,284
<INCOME-PRETAX> 4,523
<INCOME-TAX> 1,495
<INCOME-CONTINUING> 3,028
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 3,028
<EPS-PRIMARY> $.37<F3>
<EPS-DILUTED> $.34<F3>
<FN>
<F1>Number of Class A and Class B shares outstanding, Multiplier is 1.
<F2>Includes (i) $271,213 of Cost of Goods Sold (Item 5-03(b)2(a) of Regulation
S-X) and (ii) $75,705 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>
<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>
<RESTATED>
<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> $.35<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>
