<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K/A
ANNUAL REPORT PURSUANT TO SECTION 13 or 15(d)
of the Securities Exchange Act of 1934
For the fiscal year ended April 1, 2000
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)
SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT: None
SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:
Class A Common Stock
Class B Common Stock
7% Convertible Subordinated Debentures, due 2003
8 7/8% Senior Subordinated Notes, due 2007
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 12 months,
and (2) has been subject to such filing requirements for the past 90 days.
Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be contained,
to the best of the Registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K:
Aggregate market value of Class A Common Stock and Class B Common Stock
held by non-affiliates of the Registrant as of June 1, 2000: $36,455,232 and
$40,533,291, respectively. This calculation assumes all shares of Common Stock
beneficially held by officers and members of the Board of Directors of the
Registrant are owned by "affiliates", a status which each of the officers and
directors individually disclaims.
At June 1, 2000, there were 4,004,408 shares of Class A Common Stock and
4,505,956 shares of Class B Common Stock outstanding.
Portions of the 2000 Annual Report to Shareholders for the year ended
April 1, 2000 are incorporated by reference into Parts I and II.
Portions of the Proxy Statement for the Annual Shareholders' Meeting to be held
August 1, 2000 are incorporated by reference into Part III.
<PAGE> 2
This 10-K/A amends the Annual Report on Form 10-K for the period ended April 1,
2000, as follows:
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
RESULTS OF OPERATIONS
The following discussion includes certain forward-looking statements (statements
other than with respect to historical fact). 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. The risks and uncertainties include softness in
the general retail food industry, the entry of new competitive stores, and
e-retailers 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,
and the successful integration of acquisitions, uncertainties relating to
tobacco and environmental regulations, and the level of margins achievable in
the Company's operating divisions and their ability to increase sales and
minimize operating expenses. The Company undertakes no obligation to update or
revise any forward-looking statements to reflect subsequent events or
circumstances.
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>
Percentage of Revenues
Year Ended Percentage Change
------------------------------- ------------------
April 1, March 27, March 28, 2000 1999
2000 1999 1998 vs. 1999 vs. 1998
-------- --------- --------- -------- --------
<S> <C> <C> <C> <C> <C>
Sales and other revenues .............................. 100.0% 100.0% 100.0% 11.4% 6.7%
Gross profit .......................................... 24.6 24.8 24.8 10.7 6.8
Selling, general and administrative expenses .......... 20.9 21.2 21.4 10.2 5.6
Depreciation .......................................... 1.4 1.4 1.3 15.0 12.7
Operating profit ...................................... 2.3 2.2 2.0 13.4 15.9
Interest and debt cost amortization ................... 1.2 1.2 1.2 15.6 8.5
Income before income taxes and extraordinary item ..... 1.0 1.0 0.9 10.9 25.8
Income taxes .......................................... 0.3 0.3 0.2 22.6 33.9
Income before extraordinary item ...................... 0.7 0.7 0.6 5.9 22.6
Extraordinary item, net of tax ........................ -- -- (0.2) -- n/m
Net income ............................................ 0.7 0.7 0.4 5.9 87.8
</TABLE>
n/m = not meaningful
SALES AND OTHER REVENUES
In 2000, a 53 week year, consolidated sales and other revenues of $1,790.1
million increased $183.8 million, or 11.4%, from 1999. On a comparable 52 week
basis, consolidated sales and other revenues in 2000 increased $147.9 million,
or 9.2%, excluding an approximate $35.9 million of revenues attributable to the
additional week. Supermarket, convenience store (Village Pantry), convenience
wholesale (CSDC), and food service (Crystal Food Services) revenues accounted
for 65%, 12%, 21%, and 2%, respectively, of consolidated revenues. On a 52 week
basis, sales and other revenues increased in supermarkets 6.0%, in Village
Pantry 20.6%, in CSDC 12.4% and in Crystal Food Services 25.6%. In 2000,
consolidated retail sales (excluding fuel sales) increased 6.3% and sales in
comparable stores, including replacement stores and format conversions,
increased 3.6% from 1999, both on a 52 week basis. Approximately half of the
revenue increase in supermarkets was due to same store gains, with the remainder
attributable to new stores. Village Pantry inside sales (retail sales excluding
fuel sales) increased 8.2% and fuel gallons sold increased 22.1% in 2000 from
1999. Essentially all of the increase in CSDC revenues resulted from higher
manufacturer cigarette prices. CSDC served 1,310 non-related stores at the end
of both 2000 and 1999. Gains on sales of surplus real estate in the normal
course of operations were $3.4 million in 2000, compared to $2.7 million in
1999.
Comparable store sales for each of the past thirteen quarters have increased
over the respective year earlier quarter, in spite of competitive activity and
low rates of food price inflation. The Company believes that it's marketing and
merchandising programs continue to be positioned to maintain the comparable
store sales trend.
In 1999, consolidated sales and other revenues of $1,606.3 million increased
$101.2 million, or 6.7%, from 1998. Supermarket, convenience store, convenience
wholesale and food service revenues accounted for 67%, 11%, 20%, and 2%,
respectively, of consolidated revenues. Revenues increased $55.1 million from
supermarkets, $43.6 million from CSDC, and $1.1 million from Crystal Food
Services, while Village Pantry revenues decreased $1.1 million. Gains on sales
of surplus real estate in the normal course of operations were $2.7 million in
1999, compared to $2.2 million in 1998. In 1999, consolidated retail sales
(excluding fuel sales) increased 5.6% and sales in comparable stores increased
5.2% from 1998. Approximately two-thirds of the revenue increase in supermarkets
was due to same store gains, with the remainder attributable to new stores.
Village Pantry inside sales increased $5.3 million and fuel gallons sold
increased 1.6% in 1999 from 1998. Essentially all of the increase in CSDC
revenues resulted from higher manufacturer cigarette prices. At the end of 1999,
CSDC served 1,310 non-related stores, compared to 1,290 a year earlier.
<PAGE> 3
GROSS PROFIT
Gross profit is net of warehousing, transportation and promotional expenses.
Expressed as a percentage of revenues, consolidated gross profit was 24.6% in
2000 compared to 24.8% in 1999. During 1999, cigarette manufacturers increased
wholesale prices approximately 25% and cigarette retailers and wholesalers
immediately increased their prices accordingly. The increase allowed the Company
to realize a one-time gain of $2.8 million, net of the estimated LIFO impact.
Consolidated gross profit excluding cigarette price increase gains, expressed as
a percentage of revenues, was 24.6% in both 2000 and 1999. Gross profit, as a
percentage of revenues, increased in supermarkets and on Village Pantry inside
sales, but decreased in CSDC, Crystal Food Services and on Village Pantry fuel
sales. The percentage decrease in CSDC was attributable to higher cigarette
sales at profit rates lower than other product categories. Village Pantry gross
profit dollars per fuel gallon were essentially the same in both 2000 and 1999,
but the profit percentage was lower in 2000 due to significantly higher retail
pricing.
In 1999, consolidated gross profit increased 6.8% from 1998. Expressed as a
percentage of revenues, consolidated gross profit was 24.8% in both 1999 and
1998. Excluding the cigarette price increase gain in 1999, consolidated gross
profit increased 6.0% from 1998. Consolidated gross profit excluding the
cigarette price increase gain, expressed as a percentage of revenues, was 24.6%
in 1999. The increase in gross profit resulted from improvements in profit
margin rates in all divisions and profits on incremental revenues.
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES
Selling, general and administrative expenses, expressed as a percentage of
revenues, decreased 0.3% to 20.9% in 2000, from 21.2% in 1999. In 2000, store
expenses declined 0.3%, administrative expenses declined 0.1% and advertising
increased 0.1%, all expressed as a percentage of revenues.
Wages in identical stores increased 1.7% in 2000 from 1999, and the same in 1999
from 1998. A tight labor market continues, resulting in a shift to more
full-time employees, higher wage rates and increased overtime. Retailers,
including the Company, generally offset wage increases with higher gross margin
rates, higher same store sales and productivity gains. In response to the tight
labor market, (which the Company expects to continue), the Company is
implementing new labor scheduling and productivity software to address wage
costs, while continuing to maintain high customer service levels.
Selling, general and administrative expenses (S,G&A) in 1999, compared to 1998,
increased 5.6%. Expressed as a percentage of revenues, S,G&A decreased 0.2% to
21.2% in 1999, from 21.4% in 1998. In 1999, wages and fringe benefits accounted
for approximately two-thirds of the total increase in S,G&A with store occupancy
and other operating costs accounting for the remainder of the increase.
<PAGE> 4
DEPRECIATION EXPENSE
Depreciation expense was $25.9 million, $22.6 million and $20.0 million in 2000,
1999, and 1998, respectively. Expressed as a percentage of revenues,
depreciation expense was 1.4% in 2000 and 1999, and 1.3% in 1998.
INTEREST EXPENSE
Interest expense was $22.6 million in 2000, $19.3 million in 1999 and $17.7
million in 1998. As a percentage of revenues, interest was 1.2% in all three
years.
INCOME TAXES
The effective income tax rate was 32.8% for 2000, 29.7% for 1999 and 27.9% for
1998. The effective rate was lower than the statutory rate due to contributions,
research and development credits and other tax credits. The effective income tax
rate for 2000 is expected to approximate 33%.
INCOME BEFORE EXTRAORDINARY ITEM
Income before extraordinary item was $12.3 million in 2000, $11.6 million in
1999 and $9.4 million in 1998. Expressed as a percentage of revenues, income
before extraordinary item was 0.7% in 2000 and 1999, and 0.6% in 1998.
EXTRAORDINARY ITEM: DEBT EXTINGUISHMENT
During 1998, the Company consummated the issuance of $150.0 million in principal
amount of 8 7/8% Senior Subordinated Notes. A portion of the proceeds was used
to repay $60.9 million in principal amount of senior unsecured indebtedness and
$5.0 million in related prepayment penalties. The prepayment penalties, plus
$0.2 million in unamortized debt acquisition costs, were charged to income in
1998. The after tax charge of $3.3 million represented $.34 per diluted share.
<PAGE> 5
CAPITAL EXPENDITURES
Capital expenditures and major capital projects completed during the last three
years consisted of:
<TABLE>
<CAPTION>
2000 1999 1998
------ ------ ------
<S> <C> <C> <C>
Capital expenditures (millions) ... $ 53.5 $ 58.4 $ 46.5
====== ====== ======
Supermarkets
New/acquired stores ........... 8 2 2
Closed stores ................. 4 1 1
Major remodels/expansions ..... 0 1 2
Convenience stores
New/acquired stores ........... 7 8 0
Closed stores ................. 3 14 1
</TABLE>
During 2000, the Company opened or acquired the following stores:
<TABLE>
<CAPTION>
SQUARE
TYPE / CATEGORY FEET LOCATION OPENED
---------------------------- ------ ---------------- -------------
<S> <C> <C> <C> <C>
Supermarket New 63,000 Indianapolis, IN Mar. 30, 1999
Supermarket New 61,000 Zionsville, IN Nov. 17, 1999
Supermarket New 61,000 Brownsburg, IN Feb. 1, 2000
LoBill Acquired 12,000 Pendleton, IN Mar. 30, 1999
LoBill Acquired 17,000 Peru, IN Mar. 30, 1999
LoBill Conversion 30,000 Indianapolis, IN Apr. 27, 1999
LoBill Acquired 32,000 Richmond, IN Aug. 18, 1999
LoBill Acquired 14,000 Richmond, IN Aug. 18, 1999
LoBill Acquired 26,000 Greensburg, IN Apr. 6, 2000
Convenience Acquired 2,600 Indianapolis, IN Jul. 7, 1999
Convenience Acquired 2,600 Indianapolis, IN Jul. 7, 1999
Convenience Acquired 2,300 Muncie, IN Oct. 15, 1999
Convenience New 2,000 Warsaw, IN Oct. 27, 1999
Convenience New 3,600 Greenfield, IN Jan. 20, 2000
Convenience New 3,600 Brownsburg, IN Jan. 27, 2000
Convenience Replacement 4,900 Lafayette, IN Feb. 24, 2000
</TABLE>
During 1999, the Company opened the following stores:
<TABLE>
<CAPTION>
SQUARE
TYPE / CATEGORY FEET LOCATION OPENED
---------------------------- ------ ---------------- -------------
<S> <C> <C> <C> <C>
Superstore New 80,000 Carmel, IN Jun. 23, 1998
Superstore Remodel 80,000 Lafayette, IN Sept. 21, 1998
LoBill Acquired 30,000 Noblesville, IN Aug. 28, 1998
LoBill Conversion 27,000 Rushville, IN Apr. 2, 1998
Savin$ New 7,500 Frankfort, IN Mar. 3, 1999
Convenience New 5,000 Cicero, IN May 20, 1998
Convenience Acquired 2,500 Kokomo, IN May 20, 1998
Convenience New 5,000 Zionsville, IN Jul. 14, 1998
Convenience New 5,000 Lafayette, IN Oct, 9, 1998
Convenience New 5,000 Muncie, IN Jan. 26, 1999
Convenience Acquired 4,200 Indianapolis, IN Mar. 19, 1999
Convenience Acquired 3,900 Indianapolis, IN Mar. 19, 1999
Convenience Acquired 2,800 Zionsville, IN Mar. 19, 1999
</TABLE>
In 2000, the Company also began construction of two new and one replacement
convenience stores that opened subsequent to the end of the fiscal year,
installed new checkout equipment in a number of supermarkets, implemented new
check verification software in the supermarkets, acquired the assets of a
vending company in Indianapolis, Indiana, and acquired the assets of McNamara
Florist, a leading floral retailer in Indianapolis, Indiana. Subsequent to the
end of the year, the Company acquired five supermarkets and three pharmacies in
Muncie, Indiana, and acquired the assets of Primo Catering, a mid-scale caterer
in Indianapolis, Indiana.
<PAGE> 6
In 2001, the Company plans to open two new and one replacement supermarkets,
open a new LoBill, and open ten to twelve new convenience stores. The cost of
these projects and other capital commitments is estimated to be $75 million. Of
this amount, the Company plans to fund $15 million through equipment leasing,
$40 million through sale/leasebacks and $10 million through mortgages, and
believes it can finance the balance with current cash balances and internally
generated funds.
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
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 during 2000 was $40.2 million, a $10.4
million increase from 1999. Working capital decreased $29.1 million as accounts
receivable increased $8.2 million, inventories increased $18.0 million, prepaid
expenses and recoverable income taxes decreased $2.0 million, notes payable to
bank increased $10.0 million, trade accounts payable increased $9.6 million,
accrued liabilities increased $9.6 million, and current maturities of long term
debt increased $25.1 million. The increase in accounts receivable was primarily
in the wholesale division and results from higher cigarette prices. Inventory
increased due to seasonal build-up for Easter holiday sales in April, but was
primarily funded by the increase in notes payable to bank and trade accounts
payable. Employee compensation and taxes account for the bulk of the increase in
accrued liabilities.
For 2000, investing activities consisted of $47.7 million in expenditures for
acquisition of property, equipment and land for expansion, net of dispositions,
and $13.0 million in other investing activities, primarily acquisitions made
during the year, acquisition of rental video tapes and other deferred costs. The
Company's capital requirements are traditionally financed through internally
generated funds, long-term borrowings and lease financings, including capital
and operating leases. The Company anticipates continued access to such financing
sources.
<PAGE> 7
The Company's long-term debt and capital lease obligations, net of current
maturities, amounted to $233.0 million at April 1, 2000, compared to $241.7
million at March 27, 1999. At April 1, 2000, 100% of the long-term debt and
capital lease obligations were at fixed rates of interest with an 8.8% weighted
average rate.
At April 1, 2000, the Company had $50.0 million of availability under its
revolving credit facilities. Commitments from various banks for short-term
borrowings provide an additional $20.0 million of available financing at rates
based upon the then prevailing federal funds rate. At April 1, 2000, $25.0
million was borrowed on revolving credit facilities and $10.0 million was
outstanding under short-term borrowing arrangements. The Company has a
commitment for a new $90.0 million revolving credit facility. This new facility,
which will replace the $50.0 million revolving credit facilities, is expected to
be available for use by June 30, 2000.
The Company believes amounts available under the 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.
YEAR 2000 ISSUE
The Company has completed the remediation, testing and implementation phases for
all business applications hardware and software (information technology, or IT),
and non-IT areas including microprocessors and embedded chips. Subsequent to
December 31, 1999, minor non-compliance issues were identified and remediated,
none of which affected the Company's ability to operate in the normal course of
business. Since some software programs are executed infrequently, additional
non-compliance may be detected in the future. No significant non-compliance
related problems have been experienced with merchandise suppliers and service
providers. The Company believes that any risk associated with further findings
of non-compliance will be minimal and will not have a material effect on the
Company's operating results or financial position.
The total cost of compliance was $13.8 million, of which $12.8 million was
capitalized and $1.0 million was expensed. The cost includes replacement of
inventory procurement/distribution systems for both supermarkets and CSDC
aggregating approximately $11.7 million. The Company did not separately track
the internal costs incurred for the Year 2000 project; those costs were
principally the payroll and related costs for its information systems group. The
costs of the project were funded through operating cash flows. No IT projects
were 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.
<PAGE> 8
MARKET RISK - INTEREST
The Company, as a policy, does not engage in speculative or leveraged
transactions, nor does it hold or issue financial instruments for trading
purposes. The Company is exposed to changes in interest rates primarily as a
result of its borrowing activities. Based on interest rates at April 1, 2000, a
100 basis point change in interest rates would not have a material impact on the
Company.
REPURCHASE OF COMMON SHARES
In May, 2000, the Company authorized an increase, from $9.0 million to $12.0
million, related to its repurchase plan for Class A Common Stock and Class B
Common Stock. To date, the Company has repurchased approximately $8.0 million of
the $12.0 million authorized. The repurchase plan has been in place since
August, 1994.
<PAGE> 9
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.
December 6, 2000 /s/ Douglas W. Dougherty
--------------------------------------------
Douglas W. Dougherty, Senior Vice President,
Chief Financial Officer and Treasurer
