<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 19, 1999
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 7, 1999:
<TABLE>
<S> <C>
Class A Common Stock - 4,004,408 shares
Class B Common Stock - 4,499,778 shares
---------
8,504,186 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 19, June 20,
1999 1998
-------- --------
<S> <C> <C>
Sales and other revenues $394,266 $360,622
Cost of merchandise sold, including
warehousing and transportation 296,183 271,213
-------- --------
Gross profit 98,083 89,409
Selling, general and administrative 82,806 75,705
Depreciation and amortization 5,457 4,897
-------- --------
Operating income 9,820 8,807
Interest and debt expense amortization 4,871 4,284
-------- --------
Income before income taxes 4,949 4,523
Income taxes 1,668 1,495
-------- --------
Net income $ 3,281 $ 3,028
======== ========
Earnings per common share $ .39 $ .37
======== ========
Earnings per common share - assuming dilution $ .36 $ .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 19, March 27, June 20,
1999 1999 1998
--------- --------- ---------
(Unaudited) (Note A) (Unaudited)
<S> <C> <C> <C>
ASSETS
Current assets:
Cash and equivalents $ 24,263 $ 30,520 $ 29,874
Accounts receivable 39,978 36,096 30,828
Inventories, less LIFO reserve; June 19, 1999 - $12,216;
March 27, 1999 - $12,141; June 20, 1998 - $15,144 109,079 107,336 100,004
Prepaid expenses 4,751 9,768 3,837
Recoverable income taxes -- 308 768
--------- --------- ---------
Total current assets 178,071 184,028 165,311
Property and equipment, less allowances for depreciation 279,557 278,639 261,384
Other assets 50,044 47,016 44,161
--------- --------- ---------
$ 507,672 $ 509,683 $ 470,856
========= ========= =========
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Notes payable to bank $ 300 $ -- $ 5,300
Accounts payable 73,834 69,466 64,721
Accrued liabilities 46,204 45,507 46,030
Current maturities of long-term liabilities 3,133 2,990 2,612
--------- --------- ---------
Total current liabilities 123,471 117,963 118,663
Long-term liabilities:
Long-term debt 218,486 228,900 205,497
Capital lease obligations 13,344 12,820 5,653
--------- --------- ---------
Total long-term liabilities 231,830 241,720 211,150
Deferred items:
Income taxes 11,936 11,768 10,364
Other 13,522 13,752 12,586
--------- --------- ---------
Total deferred items 25,458 25,520 22,950
Shareholders' Equity:
Common stock, Classes A and B 25,393 25,239 24,784
Retained earnings 111,183 108,841 103,019
Cost of common stock in treasury (6,962) (6,710) (7,487)
Deferred cost - restricted stock (2,223) (2,418) (1,887)
Notes receivable - stock options (478) (472) (336)
--------- --------- ---------
Total shareholders' equity 126,913 124,480 118,093
--------- --------- ---------
$ 507,672 $ 509,683 $ 470,856
========= ========= =========
</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 19, June 20,
1999 1998
-------- --------
<S> <C> <C>
OPERATING ACTIVITIES
Net income $ 3,281 $ 3,028
Adjustments to reconcile net income to net
cash provided by operating activities:
Depreciation and amortization 5,457 4,897
Amortization of other assets 1,363 1,025
Changes in operating assets and liabilities 4,934 4,149
Other (774) 155
-------- --------
Net cash provided by operating activities 14,261 13,254
INVESTING ACTIVITIES
Net acquisition of property, equipment and land (6,753) (19,349)
Other investing activities (2,956) (225)
-------- --------
Net cash used for investing activities (9,709) (19,574)
FINANCING ACTIVITIES
Proceeds from short-term borrowings 300 5,300
Proceeds from long-term borrowing 25,000 --
Repayments of long-term debt and capital leases (35,747) (1,505)
Proceeds from sale/leaseback 1,000 --
Purchase of shares for treasury (422) (225)
Cash dividends paid (940) (927)
Other financing activities -- 5
-------- --------
Net cash provided by (used for) financing activities (10,809) 2,648
Net decrease in cash and equivalents (6,257) (3,672)
Cash and equivalents at beginning of period 30,520 33,546
-------- --------
Cash and equivalents at end of period $ 24,263 $ 29,874
======== ========
</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 19, 1999
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 27, 1999. The balance
sheet at March 27, 1999, 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 "2000" and "1999" relate to the fiscal
years ending April 1, 2000 and March 27, 1999, respectively.
The condensed consolidated financial statements for the twelve week periods
ended June 19, 1999 and June 20, 1998, 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 consolidated
basis, the financial position, results of operations and cash flows for the
periods presented. Certain items in the 1999 condensed consolidated financial
statements were reclassified to conform with the 2000 presentation.
Operating results for the twelve week period ended June 19, 1999 are not
necessarily indicative of the results that may be expected for the full fiscal
year ending April 1, 2000.
NOTE B - LONG-TERM DEBT AND GUARANTOR SUBSIDIARIES
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 $150.0 million of 8 7/8%
Senior Subordinated 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 for the Guarantors is set forth below:
<TABLE>
<CAPTION>
June 19, March 27, June 20,
1999 1999 1998
-------- -------- --------
<S> <C> <C> <C>
Current assets $178,071 $178,504 $161,626
Current liabilities 114,820 111,778 109,859
Noncurrent assets 285,434 280,966 257,368
Noncurrent liabilities 61,647 71,249 38,182
</TABLE>
<TABLE>
<CAPTION>
12 Weeks Ended
----------------------------
June 19, June 20,
1999 1998
-------- --------
<S> <C> <C>
Total revenues $394,262 $360,619
Gross profit 98,079 89,406
Net income 6,520 6,352
</TABLE>
5
<PAGE> 6
NOTE C - EARNINGS PER SHARE
The following table sets forth the computation of the numerators and
denominators used in the computation of earnings per share and diluted earnings
per share:
<TABLE>
<CAPTION>
12 Weeks Ended
----------------------------
June 19, June 20,
1999 1998
------- -------
<S> <C> <C>
Numerator for earnings per share $ 3,281 $ 3,028
Effect of convertible debentures 214 216
------- -------
Numerator for diluted earnings per share -
income after assumed conversions $ 3,495 $ 3,244
======= =======
Weighted average shares outstanding 8,511 8,421
Non-vested restricted shares (178) (151)
------- -------
Denominator for earnings per share 8,333 8,270
Effect of dilutive securities:
Non-vested restricted shares 178 151
Employee stock options 26 108
Convertible debentures 1,290 1,290
------- -------
Denominator for diluted earnings per share -
adjusted weighted average shares 9,827 9,819
======= =======
</TABLE>
NOTE D - BUSINESS SEGMENTS
The Company operates within two business segments; the retail sale of food and
related products through supermarkets, convenience stores and food services, and
the wholesale distribution of food and related products by CSDC, principally to
unaffiliated convenience stores.
Segment information is set forth in the following table:
<TABLE>
<CAPTION>
Retail Wholesale Consolidated
------ --------- ------------
<S> <C> <C> <C>
Twelve weeks ended June 19, 1999
External revenues $314,495 $79,771 $394,266
Intersegment revenues 7,743 21,345 29,088
Income before income taxes 4,342 607 4,949
Twelve weeks ended June 20, 1998
External revenues $290,675 $69,947 $360,622
Intersegment sales 7,111 18,193 25,304
Income before income taxes 3,530 993 4,523
</TABLE>
6
<PAGE> 7
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 due to known and unknown risks and uncertainties which 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 matters, 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
2000 1999 Change
------ ------ ----------
<S> <C> <C> <C>
Sales and other revenues 100.0% 100.0% 9.3%
Gross profit 24.9% 24.8% 9.7%
Selling, general and administrative 21.0% 21.0% 9.4%
Depreciation and amortization 1.4% 1.4% 11.4%
Operating income 2.5% 2.4% 11.5%
Interest and debt expense amortization 1.2% 1.2% 13.7%
Income taxes 0.4% 0.4% 11.6%
Net income 0.8% 0.8% 8.4%
</TABLE>
SALES AND OTHER REVENUES
In the first quarter of 2000, consolidated sales and other revenues increased
$33.6 million, or 9.3%, compared to the first quarter of 1999, to $394.3
million. Supermarket revenues increased $16.1 million, Village Pantry revenues
increased $5.8 million, CSDC revenues increased $9.8 million and Crystal Food
Service revenues increased $1.8 million. Retail sales (excluding fuel sales)
increased 7.0% from the prior year quarter. Sales in comparable supermarkets and
convenience stores, including replacement stores and format conversions,
increased 5.7% from the first quarter of 1999. Approximately 75% of the increase
in supermarket revenues was attributable to comparable store gains with the
remaining 25% from new stores. The increase in Village Pantry revenues was
nearly evenly split between inside store revenues and gains in fuel gallons
sold. The increase in CSDC revenues was essentially attributable to higher
cigarette manufacturer prices passed on to customers.
7
<PAGE> 8
GROSS PROFIT
Gross profit is calculated net of warehousing, transportation, and promotional
expenses. In the first quarter of 2000, consolidated gross profit increased $8.7
million, or 9.7%, to $98.1 million from $89.4 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 was 24.9% in the first
quarter of 2000 compared to 24.8% for the prior year. Gross profit increased in
supermarkets, Village Pantry and Crystal Food Service, but declined in CSDC.
Gross profit as a percentage of revenues increased in supermarkets, declined in
Village Pantry due to competitive pressures and as a result of higher fuel sales
at a gross profit rate lower than that achieved on inside sales, declined in
CSDC due to competitors' cigarette pricing and declined in Crystal Food Service.
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES
In the first quarter of 2000, selling, general and administrative (SG&A)
expenses increased $7.1 million, or 9.4%, to $82.8 million from $75.7 million
for the comparable quarter of 1999. As a percentage of revenues, SG&A expenses
were 21.0% in both quarters. The higher expenses were primarily attributable to
a $4.6 million increase in wage and fringe benefits costs, a $1.4 million
increase in advertising and a $1.5 million increase in other store operating
costs. Wage expense in stores open both quarters, excluding supermarket
conversions to the LoBill format, increased 1.8% 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 2000 was $5.5
million, compared to $4.9 million for the 1999 quarter. As a percentage of
revenues, depreciation and amortization expense was 1.4% for both quarters.
OPERATING INCOME
Operating income (income from continuing operations before interest and taxes)
increased $1.0 million to $9.8 million for the first quarter of 2000 from $8.8
million for the first quarter of 1999. Operations contributed $0.5 million of
the increase, with $0.5 million resulting from the disposal of assets. Operating
income, as a percentage of revenues, was 2.5% for the first quarter of 2000,
compared to 2.4% for the first quarter of 1999.
INTEREST EXPENSE
Interest expense for the first quarter of 2000 was $4.9 million, compared to
$4.3 million in the first quarter of 1999 and, as a percentage of revenues, was
1.2% in both quarters.
INCOME TAXES
For the quarter ended June 19, 1999, the effective income tax rate was 33.7%
compared to 33.1% for the year earlier quarter. The first quarter effective rate
is based on the overall expected rate for 2000.
NET INCOME
Net income for the first quarter of fiscal 2000 was $3.3 million, compared to
$3.0 million for the first quarter of 1999. As a percentage of revenues, net
income was 0.8% in both quarters.
8
<PAGE> 9
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 2000, the following stores were opened, acquired,
remodeled, converted or were under construction:
<TABLE>
<CAPTION>
Square
Store Type Category Feet Location Status
---------- -------- ---- -------- ------
<S> <C> <C> <C> <C>
Supermarket Replacement 64,000 Indianapolis, Ind. Open
Supermarket New 65,000 Carmel, Ind. Under construction
Supermarket Replacement 65,000 Brownsburg, Ind. Under construction
LoBill Conversion 30,000 Indianapolis, Ind. Open
LoBill Acquired 12,000 Pendleton, Ind. Open
LoBill Acquired 17,000 Peru, Ind. Open
</TABLE>
Subsequent to the end of the quarter, the Company purchased two convenience
stores in Indianapolis and agreed in principle to purchase two supermarkets in
Richmond, Indiana. In 2000, the Company also plans to open a replacement
supermarket, remodel one supermarket, open a new LoBill, open ten to 12 new
convenience stores and acquire several sites for future development. The cost of
these projects and other capital commitments is estimated to be $85.0 million.
Of this amount, the Company plans to fund $15.0 million through equipment
leasing, $40.0 million through sale/leasebacks and believes it can finance the
balance with current cash balances and internally generated funds. As of June
19, 1999, the Company had expended $6.8 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 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 that
projects described above may not commence, others may be added, a portion of the
planned expenditures with respect to projects commenced during the current
fiscal year may carry over to the subsequent fiscal year, and the Company may
use other or different financing arrangements.
LIQUIDITY AND CAPITAL RESOURCES
Net cash provided by operating activities in the first quarter of 2000 was $14.3
million, compared to $13.3 million in the first quarter of 1999. The improvement
in net cash provided by operating activities is due primarily to higher non-cash
charges for depreciation and amortization and a decrease in prepaid expenses,
net of a decrease in deferred income taxes. Working capital decreased $11.5
million from March 27, 1999. The significant changes in working capital were a
$6.3 million decrease in cash and equivalents, a $3.9 million increase in
accounts receivable, a $5.0 million decrease in prepaid expenses and a $4.4
million increase in accounts payable.
At June 19, 1999, the Company's bank revolving credit agreements provided $50.0
million of available financing, of which $15.0 million was utilized. Commitments
from various banks for short-term borrowings provided an additional $20.0
million available at rates at or below the prime rates of the committed banks,
of which $0.3 million was utilized at June 19, 1999.
The Company believes amounts available 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, debt
service obligations and capital expenditures for the foreseeable future.
9
<PAGE> 10
YEAR 2000 ISSUE
The Company has completed an assessment of its computer and other operating
systems to identify those which could be affected by the "Year 2000" issue. The
assessment included the review of business applications hardware and software
(information technology, or IT), non-IT areas such as microprocessors and
embedded chips, and third parties, including merchandise suppliers and service
providers. The Company is monitoring progress toward Year 2000 compliance
through the phases detailed in the following table:
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------------------------
Project segment Remediation phase Testing phase Implementation phase
- ----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
IT areas:
Mainframe and 90% complete 82% complete 77% complete
central servers Expected completion Sept. 1999 Expected completion Sept. 1999 Expected completion Oct. 1999
Stores 100% complete 73% complete 65% complete
Expected completion Aug. 1999 Expected completion Sept. 1999
Distribution 95% complete 89% complete 89% complete
centers/other Expected completion Sept. 1999 Expected completion Sept. 1999 Expected completion Oct. 1999
- ----------------------------------------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------------------------------------
Non-IT areas 90% complete 90% complete 90% complete
Expected completion Aug. 1999 Expected completion Aug. 1999 Expected completion Sept. 1999
- ----------------------------------------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------------------------------------
Third parties 25% complete Not applicable Not applicable
Expected completion Sept. 1999
- ----------------------------------------------------------------------------------------------------------------------------
</TABLE>
The remediation phase includes modification to, or replacement of, software,
hardware or microprocessors, and obtaining assurances from third parties that
they have addressed the Year 2000 issue. Testing includes conducting trials
adequate to ensure compliance prior to the implementation, or installation, of
the compliant solution.
The estimated total costs, excluding internal costs, to complete compliance are
$15.8 million, of which $15.5 million will be capitalized and $0.3 million will
be charged to expense. The cost includes replacement of inventory
procurement/distribution systems for both supermarkets and CSDC aggregating
approximately $14.4 million. As of June 19, 1999, the Company had expended $12.6
million, of which $12.3 million was capitalized and $0.3 million was expensed.
The Company does not separately track the internal costs incurred for the Year
2000 project; those costs are principally the payroll and related costs for its
information systems group. The costs of the project have been, and will continue
to be, funded through operating cash flows.
The Company believes it has an effective program in place to resolve the Year
2000 issue in a timely manner. As indicated above, the Company has not completed
all necessary phases of the Year 2000 project. Year 2000 risks for the Company
include unsuccessful testing of software changes, failed attempts to obtain
vendor software and failure on the part of suppliers and service providers. The
Company believes that under reasonably likely worst case scenarios, CSDC would
be unable to order product or to fill customer orders. Such an event could have
a material adverse impact on the Company's operating results and financial
position. Contingency plans to address that risk have not been fully developed,
however, the Company is scheduled to install Year 2000 compliant software in
August 1999. No IT projects have been delayed as a result of the Year 2000
compliance effort that would have a material effect on the Company's operating
results or financial position.
10
<PAGE> 11
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 - 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.
11
<PAGE> 12
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 27, 1999 By: /s/ Douglas W. Dougherty
-----------------------------------------
Douglas W. Dougherty
Senior Vice President, Chief Financial
Officer and Treasurer
July 27, 1999 By: /s/ Mark A. Varner
-----------------------------------------
Mark A. Varner
Corporate Controller
12
<PAGE> 13
Exhibit Index
Exhibit 27 - Financial Data Schedule for the quarter for which this report is
filed (for SEC use only).
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 19, 1999 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> APR-01-2000
<PERIOD-END> JUN-19-1999
<CASH> 24,263
<SECURITIES> 0
<RECEIVABLES> 39,978
<ALLOWANCES> 0
<INVENTORY> 109,079
<CURRENT-ASSETS> 178,071
<PP&E> 440,790
<DEPRECIATION> 161,233
<TOTAL-ASSETS> 507,672
<CURRENT-LIABILITIES> 123,471
<BONDS> 231,830
0
0
<COMMON> 8,501,622<F1>
<OTHER-SE> 101,520
<TOTAL-LIABILITY-AND-EQUITY> 507,672
<SALES> 394,266
<TOTAL-REVENUES> 394,266
<CGS> 296,183
<TOTAL-COSTS> 378,989<F2>
<OTHER-EXPENSES> 5,457
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 4,871
<INCOME-PRETAX> 4,949
<INCOME-TAX> 1,668
<INCOME-CONTINUING> 3,281
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 3,281
<EPS-BASIC> $.39<F3>
<EPS-DILUTED> $.36<F3>
<FN>
<F1>Number of Class A and Class B shares outstanding, Multiplier is 1.
<F2>Includes (i) $296,183 of Cost of Goods Sold (Item 5-03(b)2(a) of Regulation
S-X) and (ii) $82,806 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>
