EX-99.1 2 c07540exv99w1.htm PRESS RELEASE exv99w1
 

Exhibit 99.1
For Further Information Contact:
Douglas W. Dougherty
Executive Vice President —
Finance and Administration
(317) 594-2627
For Immediate Release:
MARSH SUPERMARKETS, INC. ANNOUNCES
FIRST QUARTER RESULTS
Results of Operations Profitable
Indianapolis, IN, August 7, 2006
     Marsh Supermarkets, Inc. (Nasdaq Global Market: MARSA and MARSB) reports results of operations for the 12 weeks ended June 24, 2006.
First Quarter Results
     Net income for the first quarter of fiscal 2007, which ended June 24, 2006, was $1,117,000, or $0.15 per diluted share, as compared to net income of $674,000, or $0.08 per diluted share, for the first quarter of fiscal 2006. Operating income for the 2007 quarter was $7,098,000, which represented an increase of $1,709,000 or 31.7% over the fiscal 2006 quarter.
     “We are pleased to report a profit after three consecutive quarters of losses,” said Don E. Marsh, Chairman and CEO. “Our focus on controlling expenses helped to moderate the negative pressure on revenue caused by the effects of competition and the uncertainty in the marketplace regarding the outcome of the sale of the Company.”
     For the first quarter of fiscal 2007, total revenues were $401.6 million as compared to $409.8 million for the first quarter of fiscal 2006. Retail sales in comparable supermarkets and convenience stores for the 2007 quarter were 2.6% below sales for the 2006 quarter. Comparable store merchandise sales in the 2007 quarter, which exclude gasoline sales, decreased 4.9% from sales for the 2006 quarter. The Company excludes gasoline sales from its analysis of comparable store merchandise sales because retail gasoline prices fluctuate widely and frequently, making analytical comparisons difficult (see the included

 

 

schedule reconciling comparable store sales and comparable store merchandise sales). High levels of competitive promotional activity and competitors’ new store openings continue to affect adversely comparable store sales.
     Selling, general and administrative expenses were $104.0 million for the quarter ended June 24, 2006, which represented a decrease of $7.0 million over the first quarter of the prior fiscal year. This decrease was a result of reductions in certain executive compensation plans, efficiencies gained in advertising and store wages, and the closing of two supermarkets and six convenience stores since last year. The decrease in selling, general and administrative expenses was achieved despite $1.6 million of transaction costs related to the proposed merger of the Company discussed below.
     The Company also improved its liquidity during the quarter. At June 24, 2006, the Company had unused borrowing capacity under its revolving credit facility of $60.0 million, up from $49.3 million at April 1, 2006.
Subsequent Event
     Subsequent to the end of the quarter, as part of its ongoing efforts to reduce expenses and to improve its financial condition, the Company negotiated a termination of the lease for the Marsh supermarket located in Naperville, Illinois and closed the store on July 22, 2006. In connection with the closing of the Naperville store, the Company expects to incur accounting charges of approximately $5.0 million in the second quarter of fiscal 2007. These charges are expected to include: (i) an estimated $1.5 million related to the real estate lease termination; (ii) an estimated $3.1 million related to equipment lease commitments; and (iii) an estimated $0.4 million related to employee severance and relocation. The amounts of these charges are preliminary and are subject to change pending, among other factors, the outcome of negotiations with third parties.
Proposed Merger
     On May 2, 2006, the Company entered into an agreement and plan of merger under which it will become a wholly owned subsidiary of MSH Supermarkets Holding Corp. (“MSH Supermarkets”), an affiliate of Sun Capital Partners Group IV, Inc., a private investment firm. Pursuant to the merger agreement, all of the common shares of the Company will be converted to cash at $11.125 per share, or approximately $88.7 million in total. The Board of Directors of the Company unanimously recommended that the Company’s shareholders approve the merger with MSH Supermarkets.
      
      
 
 
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About Marsh Supermarkets, Inc.
     Marsh is a leading regional supermarket chain with stores in Indiana and western Ohio, operating 68 Marsh® supermarkets, 38 LoBill® Food stores, 8 O’Malias® Food Markets, 154 Village Pantry® convenience stores, and 2 Arthur’s Fresh Market stores. The Company also operates Crystal Food Services(sm) which provides upscale catering, cafeteria management, office coffee, coffee roasting, vending and concessions, and Primo Banquet Catering and Conference Centers; Floral Fashions®, McNamara® Florist and Enflora® - Flowers for Business.
Where to Find Additional Information
     The Company has filed with the Securities and Exchange Commission (the “SEC”) a preliminary proxy statement and will file with the SEC and mail to its shareholders a definitive proxy statement in connection with the proposed merger with MSH Supermarkets. Investors are urged to carefully read the preliminary proxy statement, the definitive proxy statement, and any other relevant documents filed with the SEC when they become available, because they will contain important information about the Company and the proposed merger. The definitive proxy statement will be mailed to the shareholders of the Company prior to the shareholder meeting. In addition, investors and security holders may obtain free copies of the preliminary proxy statement, and will be able to obtain free copies of the definitive proxy statement, when it becomes available, and other documents filed by the Company with the SEC, at the Web site maintained by the SEC at www.sec.gov. These documents may also be accessed and downloaded for free from the Company’s Web site at www.marsh.net, or copies may be obtained, without charge, by directing a request to Secretary, Marsh Supermarkets, Inc., 9800 Crosspoint Boulevard, Indianapolis, Indiana 46256, (317) 594-2100.
Participants in the Solicitation
     The Company and its directors and executive officers may be deemed to be participants in the solicitation of proxies from the shareholders of the Company in connection with the proposed transaction. Information regarding the Company’s directors and executive officers is contained in the Company’s Annual Report on Form 10-K, which was filed with the SEC on June 30, 2006, and the Company’s Form 10-K/A, which was filed with the SEC on July 31, 2006. Additional information regarding the interests of participants in the solicitation is contained in the preliminary proxy statement on file with the SEC and will be set forth in the definitive proxy statement filed with the SEC in connection with the proposed transaction.
 
 
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Cautionary Note Regarding Forward-Looking Statements
     This document includes certain forward-looking statements (statements other than those made solely with respect to historical fact). Actual results could differ materially and adversely from those contemplated by the forward-looking statements due to known and unknown risks and uncertainties, many of which are beyond the Company’s control. The forward-looking statements and the Company’s future results, liquidity and capital resources are subject to risks and uncertainties including, but not limited to, the following: uncertainty regarding the purported class and derivative actions filed against the Company’s directors, its former president and Sun Capital Partners, Inc; uncertainties regarding the approval and consummation of the proposed transaction with MSH Supermarkets, including the impact of an appeal of the order and judgment in the litigation concerning the Company’s obligations under the merger agreement or other future action by Cardinal Paragon, Inc. and Drawbridge Special Opportunities Advisors LLC; the entry of new or remodeled competitive stores into the Company’s market areas; the level of discounting and promotional spending by competitors; the Company’s ability to improve comparable store sales; the level of margins achievable in the Company’s operating divisions; the stability and timing of distribution incentives from suppliers; changes in the terms on which suppliers require the Company to pay for store merchandise; softness in the local economy; the Company’s ability to control expenses including employee medical costs, labor, credit card fees, and workers compensation and general liability expense; uncertainties regarding gasoline prices and margins; the success of the Company’s new and remodeled stores; uncertainties regarding the cost savings of store closings and other restructuring efforts; uncertainties regarding future real estate gains due to limited real estate holdings available for sale; potential interest rate increases on variable rate debt, as well as terms, costs and the availability of capital; the Company’s ability to collect outstanding notes and accounts receivable; uncertainties related to state and federal taxation and tobacco and environmental legislation; uncertainties associated with pension and other retirement obligations; uncertainties related to the outcome of pending litigation; the timely and on budget completion of store construction, conversion and remodeling; and other known and unknown risks and uncertainties. The Company undertakes no obligation to update or revise any forward-looking statements to reflect subsequent events or circumstances.
 
 
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MARSH SUPERMARKETS, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(in thousands)
(Unaudited)
                 
    June 24,     June 25,  
    2006     2005  
Assets
                
Current assets:
                
Cash and equivalents
   $ 26,717     $ 46,305  
Accounts and notes receivable, net
     19,666       22,941  
Inventories
     130,303       135,612  
Prepaid expenses
     4,068       4,869  
Assets held for sale
     —       —  
Recoverable income taxes
     2,152       1,226  
 
            
Total current assets
     182,906       210,953  
Property and equipment, less allowances for depreciation
     293,286       316,343  
Other assets
     33,272       50,529  
 
            
Total Assets
   $ 509,464     $ 577,825  
 
            
Liabilities and Shareholders’ Equity
                
Current liabilities:
                
Accounts payable
   $ 70,710     $ 83,639  
Accrued liabilities
     67,511       48,322  
Current maturities of long-term liabilities
     4,678       78,937  
 
            
Total current liabilities
     142,899       210,898  
Long-term liabilities:
                
Long-term debt
     178,778       132,579  
Capital lease and financing obligations
     43,322       26,921  
Pension and post-retirement benefits
     26,626       53,649  
Other long-term liabilities
     9,197       —  
 
            
Total long-term liabilities
     257,923       213,149  
Deferred items:
                
Income taxes
     —       8,380  
Gains from sale/leasebacks
     14,888       16,196  
Other
     6,788       5,292  
 
            
Total deferred items
     21,676       29,868  
Shareholders’ Equity:
                
Common stock, Classes A and B
     26,706       26,699  
Retained earnings
     89,773       130,520  
Treasury stock, at cost
     (15,616 )     (15,876 )
Deferred cost restricted stock
     —       (120 )
Notes receivable stock purchases
     (11 )     (11 )
Accumulated other comprehensive loss
     (13,886 )     (17,302 )
 
            
Total shareholders’ equity
     86,966       123,910  
 
            
Total Liabilities and Shareholders’ Equity
   $ 509,464     $ 577,825  
 
            
 
 
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MARSH SUPERMARKETS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except per share amounts)
(Unaudited)
                 
    12 Weeks Ended  
    June 24,     June 25,  
    2006     2005  
Sales and other revenues
   $ 400,714     $ 409,780  
Gains from sales of property
     928       —  
 
            
Total revenues
     401,642       409,780  
Cost of merchandise sold, including warehousing and transportation, excluding depreciation
     284,336       287,354  
 
            
Gross profit
     117,306       122,426  
Selling, general and administrative
     104,031       111,065  
Depreciation
     6,043       5,972  
Restructuring costs
     134       —  
 
            
Operating income
     7,098       5,389  
Interest
     5,375       4,447  
Other non-operating income
     —       (119 )
 
            
Income before income taxes
     1,723       1,061  
Income taxes
     546       387  
 
            
Net income
   $ 1,177     $ 674  
 
            
Earnings per common share:
                
Basic
   $ .15     $ .09  
Diluted
     .15       .08  
Dividends declared per share
   $ —     $ .13  
Basic weighted average shares outstanding
     7,920       7,897  
Diluted weighted average shares outstanding
     7,959       8,004  
 
 
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MARSH SUPERMARKETS, INC.
RECONCILIATION OF SALES AND OTHER COMPARABLE REVENUES
(In thousands)
(Unaudited)
                 
    12 Weeks Ended  
    June 24,     June 25,  
    2006     2005  
Total revenues
   $ 401,642     $ 409,780  
Less: other revenues, non-comparable sales, and gains from sales of property (a)
     31,693       29,823  
 
            
Comparable supermarket and convenience store sales
     369,949       379,957  
Less: comparable gasoline sales (b)
     46,707       40,022  
 
            
Comparable supermarket and convenience store merchandise sales (c)
   $ 323,242     $ 339,935  
 
            
(a)   Other revenues and non-comparable sales include sales and revenues of both Crystal Foodservice and McNamara, as well as supermarket and convenience store revenues from video rental, lottery tickets, check cashing fees and other sources.
 
(b)   The Company excludes gasoline sales from its analysis of comparable store sales because retail gasoline prices fluctuate widely and frequently, making analytical comparisons difficult.
 
(c)   Comparable stores include stores open at least one full year, replacement stores and format conversions.
 
     
 
     
 
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