<PAGE> 1
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended December 29, 1994
--------------------------------------------------
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from to
------------------------ --------------------
Commission file number 1-11556
--------------------------------------------------------
UNI-MARTS, INC.
- - - - - - - --------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 25-1311379
- - - - - - - --------------------------------------------------------------------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
477 East Beaver Avenue, State College, PA 16801-5690
- - - - - - - --------------------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
(814) 234-6000
- - - - - - - --------------------------------------------------------------------------------
(Registrant's telephone number, including area code)
- - - - - - - --------------------------------------------------------------------------------
(Former name, former address and former fiscal year, if changed since last
report.)
Indicate by check mark whether the 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 (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes X No
----- -----
6,285,642 Common Shares were outstanding at January 31, 1995.
This Document Contains 17 Pages.
-1-
<PAGE> 2
<TABLE>
UNI-MARTS, INC. AND SUBSIDIARIES
INDEX
<CAPTION>
PART I. FINANCIAL INFORMATION
- - - - - - - ------------------------------
PAGE(S)
<S> <C>
Item 1. Financial Statements
Consolidated Balance Sheets -
December 29, 1994 and September 30, 1994 3-4
Consolidated Statements of Earnings -
Quarters Ended December 29, 1994 and
December 30, 1993 5
Consolidated Statements of Cash Flows -
Quarters Ended December 29, 1994 and
December 30, 1993 6-7
Notes to Consolidated Financial Statements 8-10
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations 11-12
PART II. OTHER INFORMATION
- - - - - - - --------------------------
Item 6. Exhibits and Reports on Form 8-K 13
Exhibit Index 15
</TABLE>
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<PAGE> 3
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
<TABLE>
UNI-MARTS, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
<CAPTION>
December 29, September 30,
1994 1994
------------ -------------
(Unaudited)
ASSETS
<S> <C> <C>
CURRENT ASSETS:
Cash $ 8,418,638 $ 8,533,265
Marketable equity securities (at
market in 1995, cost $476,300; at
cost in 1994, market $582,900) 441,467 572,166
Accounts receivable, less allowances
of $238,900 and $582,100 2,034,453 2,168,649
Inventories 16,043,841 15,108,457
Prepaid expenses and other 2,040,820 2,019,255
----------- -----------
TOTAL CURRENT ASSETS 28,979,219 28,401,792
PROPERTY, EQUIPMENT AND IMPROVEMENTS -
at cost, less accumulated depreciation and
amortization of $34,046,000 and $32,956,000 56,939,931 56,883,848
INTANGIBLE AND OTHER ASSETS 7,603,415 7,750 798
----------- -----------
TOTAL ASSETS $93,522,565 $93,036,438
</TABLE> =========== ===========
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<PAGE> 4
<TABLE>
UNI-MARTS, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(CONTINUED)
<CAPTION>
December 29, September 30,
1994 1994
------------ -------------
(Unaudited)
LIABILITIES AND STOCKHOLDERS' EQUITY
<S> <C> <C>
CURRENT LIABILITIES:
Accounts payable $18,645,857 $14,440,175
Accrued expenses 5,771,425 6,030,584
Current maturities of long-term debt 3,264,692 6,851,260
Current obligations under capital leases 98,864 98,864
----------- -----------
TOTAL CURRENT LIABILITIES 27,780,838 27,420,883
LONG-TERM DEBT, less current maturities 31,057,685 32,121,021
OBLIGATIONS UNDER CAPITAL LEASES,
less current maturities 808,685 833,400
DEFERRED TAXES 2,826,300 2,806,800
DEFERRED INCOME AND OTHER LIABILITIES 1,031,060 1,051,311
STOCKHOLDERS' EQUITY:
Common Stock, par value $.10 a share:
Authorized 15,000,000 shares
Issued 6,997,498 and 6,996,498 shares,
respectively 699,750 699,650
Additional paid-in capital 22,919,077 22,897,804
Retained earnings 10,205,795 9,035,050
----------- -----------
33,824,622 32,632,504
Less Treasury Stock, at cost -
714,619 and 722,238 shares of
Common Stock, respectively ( 3,806,625) ( 3,829,481)
----------- -----------
30,017,997 28,803,023
----------- -----------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $93,522,565 $93,036,438
=========== ===========
</TABLE>
See notes to consolidated financial statements
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<PAGE> 5
<TABLE>
UNI-MARTS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF EARNINGS
(Unaudited)
<CAPTION>
QUARTER ENDED
December 29, December 30,
1994 1993
------------ ------------
<S> <C> <C>
REVENUES:
Merchandise sales $43,608,429 $44,226,404
Petroleum sales 35,748,315 34,032,661
Dairy sales 0 5,192,682
Other income 547,088 694,531
----------- -----------
79,903,832 84,146,278
----------- -----------
COSTS AND EXPENSES:
Cost of sales 58,420,760 61,278,550
Selling 15,628,450 16,910,205
General and administrative 1,631,334 1,694,152
Depreciation and amortization 1,337,032 1,530,125
Interest 786,930 859,285
----------- -----------
77,804,506 82,272,317
----------- -----------
EARNINGS BEFORE INCOME TAXES 2,099,326 1,873,961
INCOME TAXES 755,800 657,200
----------- -----------
NET EARNINGS $ 1,343,526 $ 1,216,761
=========== ===========
EARNINGS PER SHARE $ 0.21 $ 0.18
=========== ===========
DIVIDENDS PER SHARE $ 0.0275 $ 0.0250
=========== ===========
WEIGHTED AVERAGE NUMBER OF
COMMON SHARES OUTSTANDING 6,279,096 6,891,033
=========== ===========
</TABLE>
See notes to consolidated financial statements
-5-
<PAGE> 6
<TABLE>
UNI-MARTS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
<CAPTION>
QUARTER ENDED
December 29, December 30,
1994 1993
------------- -------------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Cash received from customers and others $79,982,515 $84,263,838
Cash paid to suppliers and employees ( 72,173,074) ( 81,039,676)
Dividends and interest received 48,977 55,964
Interest paid ( 1,121,868) ( 1,274,595)
Income taxes paid ( 849,400) ( 790,732)
----------- -----------
NET CASH PROVIDED BY OPERATING ACTIVITIES 5,887,150 1,214,799
CASH FLOWS FROM INVESTING ACTIVITIES:
Receipts from sale of capital assets 11,062 118,892
Purchase of property, equipment and
improvements ( 1,271,424) ( 815,314)
Net receipts for sales and purchases
of marketable securities 92,964 122,544
Additional borrowing - note receivable
from officer ( 18,770)
Net cash received (advanced) for intangible
and other assets 10,021 ( 8,240)
----------- -----------
NET CASH USED IN INVESTING ACTIVITIES ( 1,157,377) ( 600,888)
CASH FLOWS FROM FINANCING ACTIVITIES:
(Payments) borrowings under revolving
credit agreement ( 3,000,000) 500,000
Principal payments on debt ( 1,674,619) ( 2,635,929)
Proceeds from issuance of common stock 3,000 20,000
Dividends paid to stockholders ( 172,781) ( 172,195)
----------- -----------
NET CASH USED BY FINANCING ACTIVITIES ( 4,844,400) ( 2,288,124)
----------- -----------
NET DECREASE IN CASH ( 114,627) ( 1,674,213)
CASH:
Beginning of period 8,533,265 9,779,105
----------- -----------
End of period $ 8,418,638 $ 8,104,892
=========== ===========
</TABLE>
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<PAGE> 7
<TABLE>
UNI-MARTS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(CONTINUED)
(Unaudited)
<CAPTION>
QUARTER ENDED
December 29, December 30,
1994 1993
------------ ------------
<S> <C> <C>
RECONCILIATION OF NET EARNINGS TO NET
CASH PROVIDED BY OPERATING ACTIVITIES:
NET EARNINGS $1,343,526 $1,216,761
ADJUSTMENTS TO RECONCILE NET EARNINGS TO
NET CASH PROVIDED BY OPERATING ACTIVITIES:
Depreciation and amortization 1,337,032 1,530,125
Loss (gain) on sale of marketable securities 37,735 ( 65,640)
Loss on sale of capital assets and other 45,838 17,747
Change in assets and liabilities:
Decrease (increase) in:
Accounts receivable 134,196 314,876
Inventories ( 935,384) ( 405,526)
Prepaid expenses 91,535 ( 164,943)
(Decrease) increase in:
Accounts payable and accrued expenses 3,946,523 ( 1,065,242)
Deferred income taxes and other
liabilities ( 113,851) ( 163,359)
---------- ----------
TOTAL ADJUSTMENTS TO NET EARNINGS 4,543,624 ( 1,962)
---------- ----------
NET CASH PROVIDED BY OPERATING ACTIVITIES $5,887,150 $1,214,799
========== ==========
</TABLE>
See notes to consolidated financial statements
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<PAGE> 8
UNI-MARTS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
A. FINANCIAL STATEMENTS:
The consolidated balance sheet as of December 29, 1994, the consolidated
statements of earnings and the consolidated statements of cash flows for the
quarters ended December 29, 1994 and December 30, 1993 have been prepared by
Uni-Marts, Inc. (the "Company") without audit. In the opinion of
management, all adjustments (which include only normal recurring
adjustments) necessary to present fairly the financial position of the
Company at December 29, 1994 and the results of operations and cash flows
for all periods presented have been made.
Certain information and footnote disclosures normally included in financial
statements prepared in accordance with generally accepted accounting
principles have been condensed or omitted. It is suggested that these
consolidated financial statements be read in conjunction with the financial
statements and notes thereto included in the Company's Annual Report on Form
10-K for the fiscal year ended September 30, 1994. The results of
operations for the interim periods are not necessarily indicative of the
results to be obtained for the full year.
B. INTANGIBLE AND OTHER ASSETS:
Intangible and other assets consist of the following:
<TABLE>
<CAPTION>
December 29, September 30,
1994 1994
------------ -------------
<S> <C> <C>
Goodwill $ 6,498,671 $ 6,498,671
Lease acquisition costs 1,674,483 1,674,483
Non-competition agreements 1,213,040 1,213,040
Other 1,640,047 1,647,520
----------- -----------
11,026,241 11,033,714
Less accumulated amortization 3,422,826 3,282,916
----------- -----------
$ 7,603,415 $ 7,750,798
=========== ===========
</TABLE>
Goodwill represents the excess of costs over the fair value of net assets
acquired in business combinations and is amortized on a straight-line basis
over periods of 4 to 40 years. Lease acquisition costs are the bargain
element of acquired leases and are being amortized on a straight-line basis
over the related lease terms. Non-competition agreements are amortized over
the terms of the particular agreements.
-8-
<PAGE> 9
C. INTERIM CREDIT FACILITIES:
The Company has a $13.5 million revolving credit agreement with a bank group
at the bank's prime rate or a fixed rate option at the Company's election,
with a maximum of $3.5 million available for issuance of letters of credit.
The revolving credit facility is committed for a two-year period expiring
February 28, 1996 or a later date as approved by the bank group. At December
29, 1994, borrowings of $3.0 million and letters of credit of $2.3 million
were outstanding under the agreement.
D. LONG-TERM DEBT:
<TABLE>
<CAPTION>
December 29, September 30,
1994 1994
------------ -------------
<S> <C> <C>
Term Loan. Interest is paid quarterly.
Principal on the note will be repaid
in 16 quarterly installments beginning
October 31, 1997. The blended interest
rate was 8.625% at December 29, 1994. $16,741,488 $16,805,316
Senior Notes of the Company. Interest
is paid in semiannual installments
at a blended rate of 10.50%. Principal
on the notes will be repaid in eight
semiannual installments. 12,170,068 13,703,402
Revolving Credit Agreement. Interest is
paid quarterly. At December 29, 1994,
the interest rate was 8.500%. (See Note C) 3,000,000 6,000,000
Mortgage Loans Payable. Paid in monthly
installments expiring in years 1997
through 2000 with interest ranging
from the bank's prime rate to the
bank's prime rate plus one-half percent.
The blended interest was 8.812% at
December 29. 1994. 2,410,821 2,460,328
Various Equipment Financing. Repaid in
fiscal 1995. 3,235
----------- -----------
34,322,377 38,972,281
Less current maturities 3,264,692 6,851,260
----------- -----------
$31,057,685 $32,121,021
=========== ===========
</TABLE>
The mortgage loans are collateralized by $6,635,000 of property, at cost.
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<PAGE> 10
Aggregate maturities of long-term debt during the next five years, including
payments due in connection with the senior notes and the term loan, are as
follows:
September 30, 1995 $ 1,682,000
1996 6,265,000
1997 4,129,000
1998 7,433,000
1999 6,060,000
-----------
$25,569,000
===========
Certain of the Company's debt agreements contain covenants which provide for the
maintenance of minimum working capital and net worth as well as limitations on
future indebtedness, sales and leasebacks and dispositions of assets. These
agreements may restrict the Company's ability to declare and pay dividends on
common stock. The amount of retained earnings available for such dividends at
December 29, 1994 was $3,952,600.
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<PAGE> 11
ITEM 2.
<TABLE>
UNI-MARTS, INC. AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Set forth below are selected unaudited consolidated financial data of the
Company for the periods indicated:
<CAPTION>
QUARTER ENDED
December 29, December 30,
1994 1993
------------ -----------
<S> <C> <C>
STATEMENTS OF EARNINGS DATA:
Sales and other income by the
Company and its franchisees:
Merchandise sales $43,608,429 $44,226,404
Petroleum sales 35,748,315 34,032,661
Dairy sales 0 5,192,682
Other income 547,088 694,531
----------- -----------
Total 79,903,832 84,146,278
Cost of sales 58,420,760 61,278,550
----------- -----------
Gross profit 21,483,072 22,867,728
Selling 15,628,450 16,910,205
General and administrative 1,631,334 1,694,152
Depreciation and amortization 1,337,032 1,530,125
Interest 786,930 859,285
----------- -----------
Earnings before income taxes 2,099,326 1,873,961
Income taxes 755,800 657,200
----------- -----------
Net earnings $ 1,343,526 $ 1,216,761
=========== ===========
Earnings per share $ 0.21 $ 0.18
=========== ===========
OPERATING DATA (CONVENIENCE STORES ONLY):
Average, per store, for stores open two
full comparable periods:
Merchandise sales $ 108,093 $ 105,421
Petroleum sales $ 118,690 $ 111,177
Gallons of petroleum sold 116,967 120,923
Total gallons of petroleum sold 34,862,100 36,409,248
Gross profit per gallon
of petroleum $ 0.149 $ 0.134
Stores at beginning of period 417 444
Stores added
Stores closed 2 9
Stores at end of period 415 435
Company-operated stores 372 387
Franchisee-operated stores 43 48
Locations with self-service
gasoline 300 301
</TABLE>
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<PAGE> 12
RESULTS OF OPERATIONS:
Matters discussed below should be read in conjunction with "Statements of
Earnings Data" and "Operating Data (Convenience Stores Only)" on the preceding
page.
Revenues were lower in the first quarter of fiscal year 1995 than in the first
quarter of fiscal year 1994 by $4,242,000, or 5.0%, due primarily to the
inclusion of dairy sales of $5,193,000 in the prior year compared to no dairy
sales in the current year's first quarter. This decline in dairy sales results
from the sale of the Company's dairy operation on April 1, 1994. Merchandise
sales declined by $618,000, or 1.4%, in the current-year quarter compared to
fiscal year 1994 as a result of fewer stores in operation. Merchandise sales at
comparable stores increased by 2.5%. Petroleum sales increased by $1,716,000,
or 5.0%, although total gallons sold at the Company's convenience stores
declined by 1,547,000 gallons. The average selling price per gallon increased
by $.093.
Gross profits on merchandise sales were $51,000 higher in the first quarter of
fiscal year 1995 than in the corresponding quarter of fiscal year 1994 due to
higher gross profit rates. Gross profits on petroleum sales increased by
$296,000 due to a higher gross profit rate per gallon sold.
Selling expenses declined by $1,282,000, or 7.6%, as a result of fewer stores in
operation and expense reductions due to the dairy operation sale. General and
administrative expenses declined by $63,000, or 3.7%, reflecting increased
corporate expenses related to the convenience store operation offset by expense
reductions due to the dairy operation sale. Depreciation and amortization
decreased by $193,000, or 12.6%, also due primarily to the dairy operation
sale. Interest expense declined by $72,000, or 8.4%, due to lower borrowing
levels offset to some degree by higher interest rates.
Earnings before income taxes increased by $225,000, or 12.0%. Income taxes were
$99,000 higher in the first quarter of fiscal year 1995 compared to 1994 due to
higher pre-tax income and higher effective tax rates due to reduced tax
credits. Net earnings increased by $127,000, or 10.4%.
LIQUIDITY AND CAPITAL RESOURCES:
Most of the Company's sales are for cash and its inventory turns over rapidly.
As a result, the Company's daily operations do not require large amounts of
working capital. From time to time, the Company utilizes substantial portions
of its cash and interim credit facilities to acquire and construct new stores.
Capital requirements for the balance of fiscal year 1995 include debt and
capital lease payments of approximately $1,700,000 and capital expenditures of
approximately $7,000,000. The Company anticipates that cash presently available
and cash generated from operations will be sufficient to fulfill its cash
requirements.
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<PAGE> 13
PART II. OTHER INFORMATION
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) EXHIBITS
11 Computation of the weighted average number
of shares of common stock outstanding.
27 Financial Data Schedule
(b) REPORTS ON FORM 8-K
The Company did not file any reports on Form 8-K
during the quarter ended December 29, 1994.
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<PAGE> 14
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.
Uni-Marts, Inc.
--------------------------------------
(Registrant)
Date February 3, 1995 /S/ HENRY D. SAHAKIAN
---------------- --------------------------------------
Henry D. Sahakian
Chairman of the Board
(Principal Executive Officer)
Date February 3, 1995 /S/ J. KIRK GALLAHER
---------------- --------------------------------------
J. Kirk Gallaher
Executive Vice President, Director
and Chief Financial Officer
(Principal Accounting Officer)
(Principal Financial Officer)
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<PAGE> 15
UNI-MARTS, INC. AND SUBSIDIARIES
EXHIBIT INDEX
Number Description Page(s)
- - - - - - - ------ ----------- -------
11 Computation of the weighted average number of
shares of common stock outstanding for the
quarters ended December 29, 1994 and
December 30, 1993. 16
27 Financial Data Schedule 17
-15-
EXHIBIT (11)
<TABLE>
UNI-MARTS, INC.
COMPUTATION OF THE WEIGHTED AVERAGE NUMBER OF SHARES OF
COMMON STOCK OUTSTANDING FOR THE QUARTERS ENDED
December 29, 1994 and December 30, 1993
(Unaudited)
<CAPTION>
WEIGHTED
SHARES OF NUMBER OF DAYS NUMBER OF SHARES
COMMON STOCK OUTSTANDING SHARE DAYS OUTSTANDING
------------ -------------- ---------- -----------
<S> <C> <C> <C> <C>
Quarter Ended December 29, 1994
- - - - - - - -------------------------------
October 1 - December 29 6,274,260 90 564,683,429
Shares Issued 8,619 Various 435,255
--------- -----------
6,282,879 565,118,684 6,279,096
========= =========== =========
Quarter Ended December 30, 1993
- - - - - - - -------------------------------
October 1 - December 30 6,881,449 91 626,211,827
Shares Issued 14,324 Various 872,193
--------- -----------
6,895,773 627,084,020 6,891,033
========= =========== =========
</TABLE>
-16-
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE BALANCE
SHEET DATED DECEMBER 29, 1994 AND THE STATEMENT OF EARNINGS FOR THE QUARTER
ENDED DECEMBER 29, 1994 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH
FINANCIAL STATEMENTS.
</LEGEND>
<CIK> 0000805020
<NAME> UNI-MARTS, INC.
<MULTIPLIER> 1
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> SEP-30-1995
<PERIOD-START> OCT-01-1994
<PERIOD-END> DEC-29-1994
<CASH> 8,418,638
<SECURITIES> 441,467
<RECEIVABLES> 2,273,353
<ALLOWANCES> 238,900
<INVENTORY> 16,043,841
<CURRENT-ASSETS> 28,979,219
<PP&E> 90,985,931
<DEPRECIATION> 34,046,000
<TOTAL-ASSETS> 93,522,565
<CURRENT-LIABILITIES> 27,780,838
<BONDS> 31,866,370
<COMMON> 699,750
0
0
<OTHER-SE> 29,318,247
<TOTAL-LIABILITY-AND-EQUITY> 93,522,565
<SALES> 79,356,744
<TOTAL-REVENUES> 79,903,832
<CGS> 58,420,760
<TOTAL-COSTS> 58,420,760
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 19,500
<INTEREST-EXPENSE> 786,930
<INCOME-PRETAX> 2,099,326
<INCOME-TAX> 755,800
<INCOME-CONTINUING> 1,343,526
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 1,343,526
<EPS-PRIMARY> .21
<EPS-DILUTED> .21
</TABLE>
