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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 22, 2002

Commission File Number 0-1532

MARSH SUPERMARKETS, INC.
(Exact name of registrant as specified in its charter)

9800 CROSSPOINT BOULEVARD

(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 19, 2002:

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PART I — FINANCIAL INFORMATION

Item 1.   Financial Statements

MARSH SUPERMARKETS, INC.

See notes to condensed consolidated financial statements.

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MARSH SUPERMARKETS, INC.

See notes to condensed consolidated financial statements.

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MARSH SUPERMARKETS, INC.

See notes to condensed consolidated financial statements.

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MARSH SUPERMARKETS, INC.

June 22, 2002

Note A — Basis of Presentation

The Company’s fiscal year ends on Saturday of the thirteenth week of each calendar year. All references herein to “2003” and “2002” relate to the fiscal years ending March 29, 2003 and March 30, 2002, respectively.

The condensed consolidated financial statements for the twelve-week periods ended June 22, 2002 and June 23, 2001, 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.

Operating results for the twelve week period ended June 22, 2002, are not necessarily indicative of the results that may be expected for the full fiscal year ending March 29, 2003.

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Note B – Discontinued Operation

Operating results of the discontinued operation for the twelve weeks ended June 23, 2001, were as follows:

Note C – Earnings Per Share

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Note D – Long-Term Debt and Guarantor Subsidiaries

Summarized combined financial information for the guarantors is set forth below:

Note E – Recent Accounting Pronouncements

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Item 2.   Management’s Discussion and Analysis of Financial Condition and Results of Operations

Cautionary Note Regarding Forward-Looking Statements

General

Results of Operations

The following table sets forth certain income statement components, expressed as a percentage of total revenues, and the percentage change in such components:

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Total Revenues

Gross Profit

Selling, General and Administrative Expenses

Depreciation

Operating Income

Interest Expense

Income Taxes

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Income from Continuing Operations

Discontinued Operation

Net Income

Capital Expenditures

During the first quarter of 2003, one supermarket remodel was completed, one remodel was started, one supermarket was converted to the LoBill format, a new floral shop was opened and two convenience stores were closed. Also, construction continued on a new frozen food distribution center scheduled to open in August 2002. In 2003, the Company plans to construct one new supermarket and remodel four additional supermarkets, open two new LoBill stores, open a Hispanic supermarket, open two new convenience stores, and open one new floral shop and remodel a floral shop. The cost of these projects and other capital commitments is estimated to be $65 million. Of this amount, the Company plans to fund $25 million through sale/leasebacks, $19 million through equipment leasing and believes it can finance the balance with current cash balances and internally generated funds. As of June 22, 2002, the Company had expended $13.0 million for capital improvements.

The Company’s plans with respect to store financing, construction, expansion, conversion and remodeling are subject to known and unknown risks and uncertainties and 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

Working capital at June 22, 2002 decreased $0.8 million to $78.3 million from March 30, 2002. Changes in working capital included a $6.8 million decrease in cash and equivalents, a $4.7 million increase in accounts receivable, and a $2.8 million decrease in accrued liabilities. The increase in accounts receivable resulted primarily from an increase in the current portion of long-term notes receivable. The decrease in accrued liabilities was due primarily to payments of accrued compensation and related payroll taxes, and property taxes.

The Company has an unsecured revolving credit facility that permits total borrowings of up to $100.0 million, with $10.0 million designated solely for the conversion of 7% convertible debentures maturing in February 2003. The Company had borrowings of $12.0 million under the facility at June 22, 2002. Interest rates are based on LIBOR or floating prime rate and the facility matures in February 2005. The credit facility contains certain debt covenants, including limits on future indebtedness, cash dividends, repurchases of common stock and disposition of assets. The Company also has a bank commitment that provides $3.0 million in short-term borrowing, at rates based upon the then prevailing federal funds rate, none of which was utilized at June 22, 2002.

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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

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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.

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