UNI MARTS INC
10-Q, 1995-08-11
CONVENIENCE STORES
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<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                  June 29, 1995
                               -------------------------------------------------
                                                    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
                                           -----         -----
6,306,914 Common Shares were outstanding at June 29, 1995.








                         This Document Contains 19 Pages.

                                        -1-

<PAGE>  2
<TABLE>
                         UNI-MARTS, INC. AND SUBSIDIARIES
                                       INDEX


<CAPTION>

PART I.  FINANCIAL INFORMATION
- - ------------------------------
                                                                         PAGE(S)
<S>      <C>                                                             <C>
Item 1.  Financial Statements

         Consolidated Balance Sheets - 
           June 29, 1995 and September 30, 1994                           3-4

         Consolidated Statements of Earnings -
           Quarter Ended and Three Quarters Ended
           June 29, 1995 and June 30, 1994                                  5

         Consolidated Statements of Cash Flows - 
           Three Quarters Ended June 29, 1995 and
           June 30, 1994                                                  6-7

         Notes to Consolidated Financial Statements                       8-10


Item 2.  Management's Discussion and Analysis of Financial 
           Condition and Results of Operations                           11-13


PART II. OTHER INFORMATION
- - --------------------------

Item 6.  Exhibits and Reports on Form 8-K                                14

Exhibit Index                                                            16

</TABLE>



















                                        -2-

<PAGE>  3

PART I.  FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS

<TABLE>
                         UNI-MARTS, INC. AND SUBSIDIARIES
                            CONSOLIDATED BALANCE SHEETS

<CAPTION>
                                                    June 29,      September 30,
                                                     1995             1994
                                                 ------------     -------------
                                                  (Unaudited)      

                                      ASSETS
<S>                                              <C>              <C>
CURRENT ASSETS:

 Cash                                             $ 6,148,329       $ 8,533,265
 Marketable equity securities (at 
  cost in 1994, market $582,900)                                        572,166
 Accounts receivable, less allowances 
  of $84,000 and $582,100                           2,786,564         2,168,649
 Inventories                                       16,380,928        15,108,457
 Prepaid expenses and other                         2,346,579         2,019,255
                                                  -----------       -----------
    TOTAL CURRENT ASSETS                           27,662,400        28,401,792

PROPERTY, EQUIPMENT AND IMPROVEMENTS - 
 at cost, less accumulated depreciation and
 amortization of $36,202,000 and $32,956,000       60,387,966        56,883,848

INTANGIBLE AND OTHER ASSETS                         7,399,316         7,750,798
                                                  -----------       -----------
    TOTAL ASSETS                                  $95,449,682       $93,036,438
                                                  ===========       ===========

</TABLE>



















                                        -3-

<PAGE>  4
<TABLE>
                         UNI-MARTS, INC. AND SUBSIDIARIES
                            CONSOLIDATED BALANCE SHEETS
                                    (CONTINUED)

<CAPTION>
                                                    June 29,      September 30,
                                                      1995            1994
                                                 -------------    -------------
                                                  (Unaudited)      

                       LIABILITIES AND STOCKHOLDERS' EQUITY
<S>                                              <C>              <C>
CURRENT LIABILITIES:

 Accounts payable                                  $17,543,745      $14,440,175
 Accrued expenses                                    6,267,059        6,030,584
 Current maturities of long-term debt                3,264,692        6,851,260
 Current obligations under capital leases               99,860           98,864
                                                   -----------      -----------
    TOTAL CURRENT LIABILITIES                       27,175,356       27,420,883

LONG-TERM DEBT, less current maturities             32,425,338       32,121,021

OBLIGATIONS UNDER CAPITAL LEASES,
 less current maturities                               758,952          833,400

DEFERRED TAXES                                       2,910,500        2,806,800

DEFERRED INCOME AND OTHER LIABILITIES                1,030,817        1,051,311

STOCKHOLDERS' EQUITY:

 Common Stock, par value $.10 a share:
  Authorized 15,000,000 shares 
  Issued 7,007,971 and 6,996,498 shares,
  respectively                                         700,797          699,650

 Additional paid-in capital                         23,000,288       22,897,804

 Retained earnings                                  11,213,573        9,035,050
                                                   -----------      -----------
                                                    34,914,658       32,632,504
 Less Treasury Stock, at cost -
  701,057 and 722,238 shares of 
  Common Stock, respectively                      (  3,765,939)    (  3,829,481)
                                                   -----------      -----------
                                                    31,148,719       28,803,023
                                                   -----------      -----------
     TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY    $95,449,682      $93,036,438
                                                   ===========      ===========
</TABLE>


                  See notes to consolidated financial statements



                                        -4-

<PAGE>  5
<TABLE>
                         UNI-MARTS, INC. AND SUBSIDIARIES
                       CONSOLIDATED STATEMENTS OF EARNINGS 
                                    (Unaudited)

<CAPTION>
                                      QUARTER ENDED          THREE QUARTERS ENDED 
                                   June 29,   June 30,       June 29,     June 30,
                                    1995        1994           1995         1994
                                 ----------- -----------   ------------ ------------
<S>                              <C>         <C>           <C>          <C>
REVENUES:
 Merchandise sales               $46,478,742 $47,632,347   $130,250,660 $133,357,902
 Petroleum sales                  37,049,061  32,199,863    105,096,457   95,761,410
 Dairy sales                               0           0              0   10,494,832
 Other income                      1,397,688     631,276      2,634,004    1,725,142
                                 ----------- -----------   ------------ ------------
                                  84,925,491  80,463,486    237,981,121  241,339,286
                                 ----------- -----------   ------------ ------------
COSTS AND EXPENSES:
 Cost of sales                    63,175,948  59,927,002    174,242,270  176,757,210
 Selling                          16,444,032  15,919,520     47,854,894   49,537,884
 General and administrative        1,830,613   1,515,100      5,100,473    4,925,386
 Depreciation and amortization     1,385,979   1,328,393      4,068,916    4,334,455
 Interest                            796,202     792,355      2,416,088    2,467,212
                                 ----------- -----------   ------------ ------------
                                  83,632,774  79,482,370    233,682,641  238,022,147
                                 ----------- -----------   ------------ ------------
EARNINGS BEFORE INCOME TAXES       1,292,717     981,116      4,298,480    3,317,139

INCOME TAXES                         499,509     287,186      1,600,509      937,500
                                 ----------- -----------   ------------ ------------
NET EARNINGS                     $   793,208 $   693,930   $  2,697,971 $  2,379,639
                                 =========== ===========   ============ ============
EARNINGS PER SHARE               $      0.13 $      0.10   $       0.43 $       0.35
                                 =========== ===========   ============ ============
DIVIDENDS PER SHARE              $    0.0275 $    0.0250   $     0.0825 $     0.0750
                                 =========== ===========   ============ ============
WEIGHTED AVERAGE NUMBER OF 
 COMMON SHARES OUTSTANDING         6,303,359   6,813,855      6,291,147    6,871,001
                                 =========== ===========   ============ ============
</TABLE>












                   See notes to consolidated financial statements



                                         -5-

<PAGE>  6
<TABLE>
                         UNI-MARTS, INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS 
                                    (Unaudited)
<CAPTION>
                                                      THREE QUARTERS ENDED
                                                     June 29,      June 30,
                                                      1995           1994
                                                 -------------- --------------
<S>                                              <C>            <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
 Cash received from customers and others          $236,977,201   $242,710,190
 Cash paid to suppliers and employees            ( 224,484,859) ( 230,957,238)
 Dividends and interest received                       200,190        156,352 
 Interest paid                                   (   2,759,625) (   2,901,630)
 Income taxes paid                               (   1,835,009) (   1,637,300)
                                                  ------------   ------------

     NET CASH PROVIDED BY OPERATING ACTIVITIES       8,097,898      7,370,374


CASH FLOWS FROM INVESTING ACTIVITIES:
 Receipts from sale of capital assets                  290,328      3,824,940 
 Purchase of property, equipment and 
  improvements                                   (   7,402,640) (   2,414,064)
 Net receipts for sales and purchases
  of marketable securities                             529,026        254,668 
 Additional borrowing - note receivable
  from officer                                                  (      60,157)
 Net cash advanced for intangible 
  and other assets                               (      39,272) (      56,794)
                                                  ------------   ------------
     NET CASH (USED IN) PROVIDED BY
      INVESTING ACTIVITIES                       (   6,622,558)     1,548,593 

CASH FLOWS FROM FINANCING ACTIVITIES:
 Payments under revolving credit agreement                      (   2,000,000)
 Principal payments on debt                      (   3,355,703) (   6,123,703)
 Proceeds from issuance of common stock                 14,875         57,750
 Dividends paid to stockholders                  (     519,448) (     515,756)
                                                  ------------   ------------
     NET CASH USED BY FINANCING ACTIVITIES       (   3,860,276) (   8,581,709)
                                                  ------------   ------------
NET (DECREASE) INCREASE IN CASH                  (   2,384,936)       337,258

CASH:
 Beginning of period                                 8,533,265      9,779,105
                                                  ------------   ------------
 End of period                                    $  6,148,329   $ 10,116,363
                                                  ============   ============
</TABLE>







                                        -6-

<PAGE>  7
<TABLE>
                         UNI-MARTS, INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS 
                                    (CONTINUED)
                                    (Unaudited)
<CAPTION>

                                                      THREE QUARTERS ENDED
                                                     June 29,      June 30,
                                                      1995           1994
                                                  ------------   ------------
<S>                                              <C>            <C>
RECONCILIATION OF NET EARNINGS TO NET 
 CASH PROVIDED BY OPERATING ACTIVITIES:

NET EARNINGS                                      $  2,697,971   $  2,379,639

ADJUSTMENTS TO RECONCILE NET EARNINGS TO
 NET CASH PROVIDED BY OPERATING ACTIVITIES:
  Depreciation and amortization                      4,068,916      4,334,455
  Loss (gain) on sale of marketable securities           9,625  (     118,214)
  Loss on sale of capital assets and other              82,330        390,878
  Change in assets and liabilities:
    (Increase) decrease in:
     Accounts receivable                         (     584,400)     1,490,177 
     Inventories                                 (   1,272,471)       533,463 
     Prepaid expenses                                   10,876  (     145,881)
    Increase (decrease) in:
     Accounts payable and accrued expenses           3,340,045  (     746,801)
     Deferred income taxes and other
      liabilities                                (     254,994) (     747,342)
                                                  ------------   ------------
      TOTAL ADJUSTMENTS TO NET EARNINGS              5,399,927      4,990,735 
                                                  ------------   ------------
NET CASH PROVIDED BY 
   OPERATING ACTIVITIES                           $  8,097,898   $  7,370,374
                                                  ============   ============
</TABLE>
















                  See notes to consolidated financial statements



                                        -7-

<PAGE>  8

                         UNI-MARTS, INC. AND SUBSIDIARIES
                    NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                    (Unaudited)
     
A.  FINANCIAL STATEMENTS:

    The consolidated balance sheet as of June 29, 1995, the consolidated
    statements of earnings for the quarter and three quarters ended June 29,
    1995 and June 30, 1994 and the consolidated statements of cash flows for the
    three quarters ended June 29, 1995 and June 30, 1994 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 June 29, 1995 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>
                                                   June 29,     September 30,
                                                    1995            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                                          1,714,087       1,647,520
                                                 -----------     -----------
                                                  11,100,281      11,033,714

     Less accumulated amortization                 3,700,965       3,282,916
                                                 -----------     -----------
                                                 $ 7,399,316     $ 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 5 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, 1997 or a later date as approved by the bank group.  At June 
    29, 1995, borrowings of $6.0 million and letters of credit of $2.7 million
    were outstanding under the agreement.


D.  LONG-TERM DEBT:
<TABLE>
<CAPTION>
                                                     June 29,     September 30,
                                                      1995            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 interest rate was
 8.125% at June 29, 1995.                          $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 seven
 semiannual installments.                           10,636,735      13,703,402

Revolving Credit Agreement.  Interest is
 paid quarterly.  At June 29, 1995, the
 interest rate was 9.000%.  (See Note C)             6,000,000       6,000,000

Mortgage Loans Payable.  Paid in monthly 
 installments expiring in years 1997 
 through 2004 with interest ranging 
 from the bank's prime rate to the 
 bank's prime rate plus one-half percent.
 The blended interest was 9.313% at June,
 29, 1995.                                           2,311,807       2,460,328

Various Equipment Financing.  Repaid in  
 fiscal 1995.                                                            3,235
                                                   -----------     -----------
                                                    35,690,030      38,972,281
Less current maturities                              3,264,692       6,851,260
                                                   -----------     -----------
                                                   $32,425,338     $32,121,021
                                                   ===========     ===========
</TABLE>

The mortgage loans are collateralized by $6,755,600 of property, at cost.




                                        -9-

<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           $    50,000
                          1996             3,265,000
                          1997            10,129,000
                          1998             7,433,000
                          1999             6,060,000
                                         -----------
                                         $26,937,000
                                         ===========

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
June 29, 1995 was $4,406,100.






































                                       -10-

<PAGE>  11
<TABLE>
ITEM 2.
                         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         THREE QUARTERS ENDED 
                                    June 29,    June 30,     June 29,     June 30,
                                     1995         1994         1995         1994
                                  -----------  ----------- ------------ ------------
<S>                               <C>          <C>         <C>          <C>
STATEMENTS OF EARNINGS DATA:
 Sales and other income by the
  Company and its franchisees:
   Merchandise sales              $46,478,742  $47,632,347 $130,250,660 $133,357,902
   Petroleum sales                 37,049,061   32,199,863  105,096,457   95,761,410
   Dairy sales                              0            0            0   10,494,832
   Other income                     1,397,688      631,276    2,634,004    1,725,142
                                  -----------  ----------- ------------ ------------
    Total                          84,925,491   80,463,486  237,981,121  241,339,286
 Cost of sales                     63,175,948   59,927,002  174,242,270  176,757,210
                                  -----------  ----------- ------------ ------------
 Gross profit                      21,749,543   20,536,484   63,738,851   64,582,076
                                  
 Selling                           16,444,032   15,919,520   47,854,894   49,537,884
 General and administrative         1,830,613    1,515,100    5,100,473    4,925,386
 Depreciation and amortization      1,385,979    1,328,393    4,068,916    4,334,455
 Interest                             796,202      792,355    2,416,088    2,467,212
                                  -----------  ----------- ------------ ------------
 Earnings before income taxes       1,292,717      981,116    4,298,480    3,317,139
 Income taxes                         499,509      287,186    1,600,509      937,500
                                  -----------  ----------- ------------ ------------
 Net earnings                     $   793,208  $   693,930 $  2,697,971 $  2,379,639
                                  ===========  =========== ============ ============
 Earnings per share               $      0.13  $      0.10 $       0.43 $       0.35
                                  ===========  =========== ============ ============
OPERATING DATA (CONVENIENCE STORES ONLY):
 Average, per store, for stores open two 
  full comparable periods:
   Merchandise sales              $   116,357  $   115,576 $    323,805 $    322,352
   Petroleum sales                $   107,575  $   108,615 $    315,927 $    315,564
   Gallons of petroleum sold          118,798      116,728      344,436      346,360
 Total gallons of petroleum sold   35,434,811   34,672,403  102,498,680  103,427,393
 Gross profit per gallon 
  of petroleum                    $     0.101  $     0.093 $      0.126 $      0.117
 Stores at beginning of period            414          431          417          444
 Stores added                               2                         3
 Stores closed                                           2            4           15
 Stores at end of period                  416          429          416          429
 Company-operated stores                  374          381          374          381
 Franchisee-operated stores                42           48           42           48
 Locations with self-service 
  gasoline                                300          301          300          301
</TABLE>
 
                                       -11-

<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.


QUARTERS ENDED JUNE 29, 1995 AND JUNE 30, 1994
- - ----------------------------------------------
Total revenues for the quarter ended June 29, 1995 were $84,925,000, an increase
of $4,462,000, or 5.6%, over total revenues in the same quarter of 1994. 
Although merchandise sales at comparable stores increased slightly, total
merchandise sales declined by $1,154,000, or 2.4%, due primarily to fewer stores
in operation in 1995.  Petroleum sales increased by $4,849,000, or 15.1%, due
primarily to higher retail prices.  Other income increased by $766,000 as a
result of increased promotional activities.

Gross profits on merchandise sales for the quarter ended June 29, 1995 increased
by $116,000 as a result of higher gross profit rates resulting from increased
sales of fast food and other higher profit merchandise in the current year. 
Gross profits on petroleum sales increased by $325,000, or 9.7%, due both to an
increase in gallons sold and gross profit per gallon.

Selling expenses for the quarter ended June 29, 1995 increased by $525,000, or
3.3%, primarily due to increased staffing for fast-food outlets and other labor-
related costs.  General and administrative expenses increased by $316,000 due
primarily to increased salaries and incentive programs.  Depreciation and
amortization increased slightly due to increased capital expenditures. 

Earnings before income taxes increased by $312,000 in the third quarter of
fiscal year 1995 compared to 1994.  Income taxes increased by $212,000 due to
higher pre-tax earnings, higher state income taxes and lower federal tax
credits.  Net earnings increased by $99,000, or 14.3%.


THREE QUARTERS ENDED JUNE 29, 1995 AND JUNE 30, 1994
- - ----------------------------------------------------
Total revenues in the first three quarters of fiscal year 1995 have decreased by
$3,358,000, or 1.4%, in comparison to the same quarters of fiscal year 1994,
primarily as a result of the sale of the Company's dairy operation on April 1,
1994.  There were no revenues from the dairy operations in 1995 compared to
$10,495,000 in 1994.  Merchandise sales also decreased by $3,107,000, or 2.3%,
due to fewer stores in operation.  Merchandise sales at stores open during both
periods increased slightly.  Petroleum sales increased $9,335,000, or 9.7%, as a
result of higher retail selling prices.  Other income increased by $909,000 due
primarily to increased promotional activities.

Gross profits on merchandise sales increased by $588,000, or 1.2%, due to
increased sales of higher-profit merchandise, primarily fast foods.  Gross
profits on petroleum sales increased by $774,000 due to increased gross profits
per gallon.  There were no gross profits on dairy sales in 1995 compared to
$3,112,000 in 1994.

Selling expense declined by $1,683,000, and depreciation and amortization
declined by $266,000, both primarily due to expense reductions resulting from
the April 1994 dairy operation sale.  General and administrative expenses 

                                       -12-

<PAGE>  13

increased by $175,000, or 3.6%, due primarily to increased salaries and
incentive programs.  Interest expense decreased by $51,000 due primarily
to lower borrowing levels partially offset by higher interest rates.

Earnings before income taxes increased by $981,000.  Income taxes increased by
$663,000 due to higher pre-tax earnings, higher state income taxes, lower
federal tax credits and nonrecurring income tax benefits in 1994 related to the
sale of the Company's dairy operation.  Net earnings increased by $318,000, or
13.4%.


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 $74,000 and capital expenditures of
approximately $900,000.  The Company anticipates that cash presently available
and cash generated from operations will be sufficient to fulfill its cash
requirements.


































                                       -13-
<PAGE>  14

PART II.  OTHER INFORMATION


ITEM 6.   EXHIBITS AND REPORTS ON FORM 8-K


(a)   EXHIBITS

      11   Statement regarding computation per share earnings. 

      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 June 29, 1995.








































                                       -14-

<PAGE>  15

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 August 11, 1995                       /S/ HENRY D. SAHAKIAN
     ---------------                       -------------------------------------
                                           Henry D. Sahakian
                                           Chairman of the Board            
                                           (Principal Executive Officer)



Date August 11, 1995                       /S/ J. KIRK GALLAHER
     ---------------                       -------------------------------------
                                           J. Kirk Gallaher 
                                           Executive Vice President, Director
                                           and Chief Financial Officer
                                           (Principal Accounting Officer)
                                           (Principal Financial Officer)



























                                       -15-

<PAGE>  16
<TABLE>
                         UNI-MARTS, INC. AND SUBSIDIARIES
                                   EXHIBIT INDEX

<CAPTION>

Number             Description                                         Page(s)
- - ------             -----------                                         -------
<S>                <C>                                                 <C>
  11               Statement regarding computation of per
                   share earnings.                                      17-18

  27               Financial Data Schedule                              19

</TABLE>











































                                       -16-

<PAGE>  17
<TABLE>
EXHIBIT 11

STATEMENT REGARDING COMPUTATION OF PER SHARE EARNINGS

   (A)  Computation of the weighted average number of shares of common stock outstanding
        for the periods indicated:
  
<CAPTION>                                    
                      QUARTERS ENDED JUNE 29, 1995 AND JUNE 30, 1994

                                                                              WEIGHTED
                                SHARES OF   NUMBER OF DAYS    NUMBER OF       SHARES
                              COMMON STOCK    OUTSTANDING     SHARE DAYS    OUTSTANDING  
                              ------------  --------------    ----------    -----------
<S>                           <C>           <C>              <C>            <C>
Quarter Ended June 29, 1995
- - ---------------------------
March 31 - June 29             6,299,071          91          573,215,451
Shares Issued                      7,843        Various           390,235
                               ---------                      -----------
                               6,306,914                      573,605,686     6,303,359
                               =========                      ===========     =========

Quarter Ended June 30, 1994
- - ----------------------------
April 1 - June 30              6,913,249          91          629,105,687
Treasury Stock Purchase       (  105,906)         91         (  9,637,446)
Shares Issued                     12,877        Various           592,587
                               ---------                      -----------
                               6,820,220                      620,060,828     6,813,855
                               =========                      ===========     =========

<CAPTION>
                   THREE QUARTERS ENDED JUNE 29, 1995 AND JUNE 30, 1994

                                                                               WEIGHTED
                                SHARES OF   NUMBER OF DAYS    NUMBER OF         SHARES
                              COMMON STOCK    OUTSTANDING     SHARE DAYS     OUTSTANDING  
                              ------------  --------------    ----------     -----------
<S>                           <C>           <C>            <C>               <C>
Period Ended June 29, 1995
- - ---------------------------
October 1 - June 29            6,274,260          272       1,706,598,808
Shares Issued                     32,654        Various         4,593,219
                               ---------                    -------------
                               6,306,914                    1,711,192,027     6,291,147
                               =========                    =============     =========

Period Ended June 30, 1994
- - --------------------------
October 1 - June 30            6,881,449          273       1,878,635,481
Treasury Stock Purchase       (  105,906)          91      (    9,637,446)
Shares Issued                     44,677        Various         6,785,176
                               ---------                    -------------
                               6,820,220                    1,875,783,211     6,871,001
                               =========                    =============     =========
</TABLE>
                                            -1-

<PAGE>  18
<TABLE>

   (B)  Computation of Earnings per Share:

        Computation of earnings per share is net earnings divided by the weighted average
        number of shares of common stock outstanding for the periods indicated:
 
<CAPTION>
                                    QUARTER ENDED                THREE QUARTERS ENDED
                               June 29,        June 30,         June 29,       June 30,
                                 1995            1994             1995           1994   
                              ----------      ----------       ----------     ----------
<S>                           <C>             <C>              <C>            <C>
Net Earnings                  $  793,208      $  693,930       $2,697,971     $2,379,639

Weighted average number of
shares of common stock
outstanding                    6,303,359       6,813,855        6,291,147      6,871,001
 
Earnings Per Share            $     0.13      $     0.10       $     0.43     $     0.35





</TABLE>
































                                            -2-

<TABLE> <S> <C>

<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION FROM THE BALANCE SHEET
DATED JUNE 29, 1995 AND THE STATEMENT OF EARNINGS FOR THE THREE QUARTERS ENDED
JUNE 29, 1995 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>                   9-MOS
<FISCAL-YEAR-END>                          SEP-30-1995
<PERIOD-START>                             OCT-01-1994
<PERIOD-END>                               JUN-29-1995
<CASH>                                       6,148,329
<SECURITIES>                                         0
<RECEIVABLES>                                2,870,564
<ALLOWANCES>                                    84,000
<INVENTORY>                                 16,380,928
<CURRENT-ASSETS>                            27,662,400
<PP&E>                                      96,589,966
<DEPRECIATION>                              36,202,000
<TOTAL-ASSETS>                              95,449,682
<CURRENT-LIABILITIES>                       27,175,356
<BONDS>                                     33,184,290
<COMMON>                                       700,797
                                0
                                          0
<OTHER-SE>                                  30,447,922
<TOTAL-LIABILITY-AND-EQUITY>                95,449,682
<SALES>                                    235,347,117
<TOTAL-REVENUES>                           237,981,121
<CGS>                                      174,242,270
<TOTAL-COSTS>                              174,242,270
<OTHER-EXPENSES>                                     0
<LOSS-PROVISION>                                33,700
<INTEREST-EXPENSE>                           2,416,088
<INCOME-PRETAX>                              4,298,480
<INCOME-TAX>                                 1,600,509
<INCOME-CONTINUING>                          2,697,971
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                 2,697,971
<EPS-PRIMARY>                                     0.43
<EPS-DILUTED>                                     0.43
        

</TABLE>


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