<PAGE>
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 April 4, 1996
------------------------------------------------
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
----- -----
6,556,060 Common Shares were outstanding at May 9, 1996.
This Document Contains 24 Pages.
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<TABLE>
UNI-MARTS, INC. AND SUBSIDIARIES
INDEX
<CAPTION>
PART I. FINANCIAL INFORMATION
- ------------------------------ PAGE(S)
<S> <C> <C>
Item 1. Financial Statements
Consolidated Balance Sheets -
April 4, 1996 and September 30, 1995 3-4
Consolidated Statements of Earnings -
Quarter Ended and Two Quarters Ended
April 4, 1996 and March 30, 1995 5
Consolidated Statements of Cash Flows -
Two Quarters Ended April 4, 1996 and
March 30, 1995 6-7
Notes to Consolidated Financial Statements 8-10
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of
Operations 11-14
PART II. OTHER INFORMATION
- --------------------------
Item 4. Submission of Matters to a Vote of
Security Holders 15
Item 6. Exhibits and Reports on Form 8-K 16
Exhibit Index 18
</TABLE>
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<PAGE>
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
<TABLE>
UNI-MARTS, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
<CAPTION>
April 4, September 30,
1996 1995
------------ -------------
(Unaudited)
ASSETS
<S> <C> <C>
CURRENT ASSETS:
Cash $ 6,445,524 $ 7,325,513
Marketable equity securities (at
market in 1995, cost $483,800) 434,508
Accounts receivable, less allowances
of $105,800 and $123,800 5,476,659 2,411,984
Inventories 17,906,184 15,564,752
Prepaid expenses and other 3,436,278 2,449,354
------------ -----------
TOTAL CURRENT ASSETS 33,264,645 28,186,111
PROPERTY, EQUIPMENT AND IMPROVEMENTS -
at cost, less accumulated depreciation
and amortization of $39,855,600 and
$37,414,200 61,491,640 60,258,913
INTANGIBLE AND OTHER ASSETS 7,173,196 7,224,839
------------ -----------
TOTAL ASSETS $101,929,481 $95,669,863
============ ===========
</TABLE>
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<PAGE>
<TABLE>
UNI-MARTS, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(CONTINUED)
<CAPTION>
April 4, September 30,
1996 1995
------------ -------------
(Unaudited)
LIABILITIES AND STOCKHOLDERS' EQUITY
<S> <C> <C>
CURRENT LIABILITIES:
Accounts payable $ 18,405,499 $15,915,088
Accrued expenses 5,602,103 6,560,360
Current maturities of long-term debt 3,272,957 3,272,958
Current obligations under capital leases 104,333 108,053
------------ -----------
TOTAL CURRENT LIABILITIES 27,384,892 25,856,459
LONG-TERM DEBT, less current maturities 32,979,755 32,616,236
OBLIGATIONS UNDER CAPITAL LEASES,
less current maturities 676,161 726,545
DEFERRED TAXES 3,138,900 2,876,400
DEFERRED INCOME AND OTHER LIABILITIES 2,933,607 1,015,521
COMMITMENTS AND CONTINGENCIES
STOCKHOLDERS' EQUITY:
Common Stock, par value $.10 a share:
Authorized 15,000,000 shares
Issued 7,237,193 and 7,042,886 shares,
respectively 723,719 704,289
Additional paid-in capital 24,048,510 23,134,580
Retained earnings 13,775,328 12,494,863
------------ -----------
38,547,557 36,333,732
Less Treasury Stock, at cost -
689,638 and 697,421 shares of Common
Stock, respectively ( 3,731,391) ( 3,755,030)
------------ -----------
34,816,166 32,578,702
------------ -----------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $101,929,481 $95,669,863
============ ===========
</TABLE>
See notes to consolidated financial statements
-4-
<PAGE>
<TABLE>
UNI-MARTS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF EARNINGS
(Unaudited)
<CAPTION>
QUARTER ENDED TWO QUARTERS ENDED
April 4, March 30, April 4, March 30,
1996 1995 1996 1995
----------- ----------- ------------ ------------
<S> <C> <C> <C> <C>
REVENUES:
Merchandise sales $42,049,919 $40,163,489 $ 88,412,223 $ 83,771,918
Gasoline sales 33,549,777 32,299,081 70,768,913 68,047,396
Other income 997,783 689,228 1,550,954 1,236,316
----------- ----------- ------------ ------------
76,597,479 73,151,798 160,732,090 153,055,630
----------- ----------- ------------ ------------
COSTS AND EXPENSES:
Cost of sales 56,492,521 52,645,562 117,684,928 111,066,322
Selling 15,960,797 15,782,412 32,794,359 31,410,862
General and administrative 1,504,562 1,638,526 3,157,646 3,269,860
Depreciation and amortization 1,467,406 1,345,905 2,920,331 2,682,937
Interest 773,284 832,956 1,558,189 1,619,886
----------- ----------- ------------ ------------
76,198,570 72,245,361 158,115,453 150,049,867
----------- ----------- ------------ ------------
EARNINGS BEFORE INCOME TAXES 398,909 906,437 2,616,637 3,005,763
INCOME TAXES 144,631 345,200 964,131 1,101,000
----------- ----------- ------------ ------------
NET EARNINGS $ 254,278 $ 561,237 $ 1,652,506 $ 1,904,763
=========== =========== ============ ============
EARNINGS PER COMMON SHARE AND
COMMON SHARE EQUIVALENTS:
Primary $ 0.04 $ 0.09 $ 0.25 $ 0.30
=========== =========== ============ ============
Fully diluted $ 0.04 $ 0.09 $ 0.25 $ 0.30
=========== =========== ============ ============
DIVIDENDS PER SHARE $ 0.0300 $ 0.0275 $ 0.0575 $ 0.0550
=========== =========== ============ ============
WEIGHTED AVERAGE COMMON SHARES
AND COMMON SHARE EQUIVALENTS:
Primary 6,726,510 6,290,853 6,675,305 6,285,007
=========== =========== ============ ============
Fully diluted 6,755,803 6,290,853 6,730,445 6,285,007
=========== =========== ============ ============
</TABLE>
See notes to consolidated financial statements
-5-
<PAGE>
<TABLE>
UNI-MARTS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
<CAPTION>
TWO QUARTERS ENDED
April 4, March 30,
1996 1995
-------------- --------------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Cash received from customers and others $159,430,246 $153,101,466
Cash paid to suppliers and employees ( 155,178,907) ( 143,409,234)
Net receipts for sales and purchases of
trading equity securities 455,332 209,725
Dividends and interest received 21,725 88,929
Interest paid ( 1,554,397) ( 1,616,564)
Income taxes paid ( 751,631) ( 1,262,600)
------------ ------------
NET CASH PROVIDED BY OPERATING
ACTIVITIES 2,422,368 7,111,722
CASH FLOWS FROM INVESTING ACTIVITIES:
Receipts from sale of capital assets 26,462 121,735
Purchase of property, equipment and
improvements ( 3,910,229) ( 2,987,285)
Cash advanced for intangible and other
assets ( 271,285) ( 173,559)
Cash received for intangible and other
assets 55,664 60,429
------------ ------------
NET CASH USED IN INVESTING ACTIVITIES ( 4,099,388) ( 2,978,680)
CASH FLOWS FROM FINANCING ACTIVITIES:
Payments under revolving credit
agreement ( 1,000,000) ( 2,000,000)
Additional long-term borrowings 3,000,000
Principal payments on debt ( 1,690,586) ( 1,748,648)
Proceeds from issuance of common stock 859,658 13,125
Dividends paid to stockholders ( 372,041) ( 346,007)
------------ ------------
NET CASH PROVIDED (USED) BY FINANCING
ACTIVITIES 797,031 ( 4,081,530)
------------ ------------
NET (DECREASE) INCREASE IN CASH ( 879,989) 51,512
CASH:
Beginning of period 7,325,513 8,533,265
------------ ------------
End of period $ 6,445,524 $ 8,584,777
============ ============
</TABLE>
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<PAGE>
<TABLE>
UNI-MARTS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(CONTINUED)
(Unaudited)
<CAPTION>
TWO QUARTERS ENDED
April 4, March 30,
1996 1995
---------- ----------
<S> <C> <C>
RECONCILIATION OF NET EARNINGS TO NET CASH
PROVIDED BY OPERATING ACTIVITIES:
NET EARNINGS $1,652,506 $1,904,763
ADJUSTMENTS TO RECONCILE NET EARNINGS TO
NET CASH PROVIDED BY OPERATING ACTIVITIES:
Depreciation and amortization 2,920,331 2,682,937
Net unrealized holding loss on trading
securities 37,456
Loss on sale of capital assets and other 95,314 71,197
Change in assets and liabilities:
(Increase) decrease in:
Marketable equity securities 434,508 197,012
Accounts receivable ( 3,064,675) ( 390,643)
Inventories ( 2,341,432) ( 634,833)
Prepaid expenses ( 936,924) ( 212,123)
Increase (decrease) in:
Accounts payable and accrued expenses 1,532,154 3,027,006
Deferred income taxes and other
liabilities 2,130,586 428,950
---------- ----------
TOTAL ADJUSTMENTS TO NET EARNINGS 769,862 5,206,959
---------- ----------
NET CASH PROVIDED BY OPERATING ACTIVITIES $2,422,368 $7,111,722
========== ==========
</TABLE>
See notes to consolidated financial statements
-7-
<PAGE>
UNI-MARTS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
A. FINANCIAL STATEMENTS:
The consolidated balance sheet as of April 4, 1996, the consolidated
statements of earnings for the quarter and two quarters ended April 4, 1996
and March 30, 1995 and the consolidated statements of cash flows for the two
quarters ended April 4, 1996 and March 30, 1995 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 April 4, 1996 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, 1995. 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:
April 4, September 30,
1996 1995
----------- -------------
Goodwill $ 6,498,670 $ 6,498,670
Lease acquisition costs 1,545,714 1,639,505
Non-competition agreements 1,213,040 1,213,040
Other 1,931,896 1,694,768
----------- -----------
11,189,320 11,045,983
Less accumulated amortization 4,016,124 3,821,144
----------- -----------
$ 7,173,196 $ 7,224,839
=========== ===========
Goodwill represents the excess of costs over 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. It is the Company's policy to
periodically review and evaluate the recoverability of the intangible assets
by assessing current and future profitability and cash flows and to
determine whether the amortization of the balances over their remaining
lives can be recovered through expected future results and cash flows.
-8-
<PAGE>
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, 1998 or a later date as approved by the bank group. At April
4, 1996, borrowings of $5.0 million and letters of credit of $2.7 million
were outstanding under the agreement.
D. LONG-TERM DEBT:
April 4, September 30,
1996 1995
----------- -------------
Term Loan. Interest is paid at least
quarterly. Principal on the note will be
repaid in 16 quarterly installments
beginning October 31, 1997. The interest
rate was 7.59% at April 4, 1996. $16,741,488 $16,741,488
Term Loan. Interest is paid at least
quarterly. Principal on the note will be
repaid in fiscal year 1999. The interest
rate was 7.71% at April 4, 1996. 3,000,000
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 six semiannual
installments. 9,103,402 10,636,735
Revolving Credit Agreement. Interest is paid
quarterly. At April 4, 1996, the interest
rate was 8.25%. (See Note C) 5,000,000 6,000,000
Mortgage Loans Payable. Paid in monthly
installments expiring in years 1997 through
2010 with interest ranging from 8.25% to
9.00%. The blended interest rate
was 8.57% at April 4, 1996. 2,407,822 2,510,971
----------- -----------
36,252,712 35,889,194
Less current maturities 3,272,957 3,272,958
----------- -----------
$32,979,755 $32,616,236
=========== ===========
The mortgage loans are collateralized by $7,074,500 of property, at cost.
-9-
<PAGE>
Aggregate maturities of long-term debt during the next five years, including
payments due in connection with the senior notes and the term loans, are as
follows:
September 30, 1996 $ 1,636,500
1997 4,138,700
1998 12,443,400
1999 9,071,100
2000 4,605,100
-----------
$31,894,800
===========
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
April 4, 1996 was $6,519,400.
-10-
<PAGE>
<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 TWO QUARTERS ENDED
April 4, March 30, April 4, March 30,
1996 1995 1996 1995
----------- ----------- ------------ ------------
<S> <C> <C> <C> <C>
STATEMENTS OF EARNINGS DATA:
Sales and other income by the
Company and its franchisees:
Merchandise sales $42,049,919 $40,163,489 $ 88,412,223 $ 83,771,918
Gasoline sales 33,549,777 32,299,081 70,768,913 68,047,396
Other income 997,783 689,228 1,550,954 1,236,316
----------- ----------- ------------ ------------
Total 76,597,479 73,151,798 160,732,090 153,055,630
Cost of sales 56,492,521 52,645,562 117,684,928 111,066,322
----------- ----------- ------------ ------------
Gross profit 20,104,958 20,506,236 43,047,162 41,989,308
Selling 15,960,797 15,782,412 32,794,359 31,410,862
General and administrative 1,504,562 1,638,526 3,157,646 3,269,860
Depreciation and amortization 1,467,406 1,345,905 2,920,331 2,682,937
Interest 773,284 832,956 1,558,189 1,619,886
----------- ----------- ------------ ------------
Earnings before income taxes 398,909 906,437 2,616,637 3,005,763
Income taxes 144,631 345,200 964,131 1,101,000
----------- ----------- ------------ ------------
Net earnings $ 254,278 $ 561,237 $ 1,652,506 $ 1,904,763
=========== =========== ============ ============
Earnings per common share and
common share equivalents:
Primary $ 0.04 $ 0.09 $ 0.25 $ 0.30
=========== =========== ============ ============
Fully diluted $ 0.04 $ 0.09 $ 0.25 $ 0.30
=========== =========== ============ ============
</TABLE>
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<PAGE>
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
OPERATING DATA (CONVENIENCE STORES ONLY):
Average, per store, for stores open two
full comparable periods:
Merchandise sales $ 104,977 $ 100,788 $ 220,719 $ 216,775
Gasoline sales $ 110,607 $ 107,620 $ 234,525 $ 235,339
Gallons of gasoline sold 112,270 108,970 239,432 234,510
Total gallons of gasoline sold 33,740,565 32,201,770 71,847,934 67,063,870
Gross profit per gallon
of gasoline $ 0.110 $ 0.130 $ 0.116 $ 0.140
Stores at beginning of period 414 415 414 417
Stores added 1 1
Stores closed 7 2 7 4
Stores at end of period 407 414 407 414
Company-operated stores 369 372 369 372
Franchisee-operated stores 38 42 38 42
Locations with self-service gasoline 297 300 297 300
</TABLE>
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<PAGE>
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 APRIL 4, 1996 AND MARCH 30, 1995
- -----------------------------------------------
Total revenues in the second quarter of fiscal year 1996 were $76.6 million, an
increase of $3.4 million, or 4.7%, over revenues of $73.2 million in the second
quarter of fiscal year 1995.
Merchandise sales increased by $1.9 million, or 4.7%, from $40.2 million in the
second quarter of fiscal year 1995 to $42.1 million in the comparable quarter of
the current year. Merchandise sales at comparable stores increased by 4.2%,
primarily the result of increased promotional activities in the Company's stores
and additional branded fast-food locations.
Gasoline sales in the current year's second quarter were $33.5 million compared
to $32.3 million in the second quarter of fiscal year 1995, an increase of $1.2
million, or 3.9%. This increase is primarily the result of a 3.0% increase in
gallons sold at comparable stores.
Other income increased by $309,000, primarily due to increased promotional
allowances.
Gross profits on merchandise sales declined by $236,000, or 1.5%, in the second
quarter of fiscal year 1996 compared to the same quarter in the prior year.
This decline is largely the result of promotional activities initiated by the
Company to maintain market share during the severe winter weather conditions
which adversely affected sales, gross profits and operating expenses.
Gross profits on gasoline sales declined by $472,000, or 10.7%, in the current
year's second quarter compared to the same quarter of fiscal year 1995,
primarily the result of lower gross profit margins per gallon sold.
Selling expenses increased by $178,000, or 1.1%, in the second quarter of fiscal
year 1996 over the same quarter in the prior year, primarily as a result of
increased staffing and additional snow removal costs. The impact of these cost
increases was somewhat offset by lower insurance costs in the period. General
and administrative expense declined by $134,000, or 8.2%, due to reductions in
compensation and employee benefit costs. Depreciation and amortization
increased by $122,000, or 9.0%, as a result of additional depreciation expense
related to convenience store improvements. Interest declined by $60,000, or
7.2%, primarily as a result of lower interest rates.
Earnings before income taxes in the second quarter of fiscal year 1996 were
$399,000 compared to $906,000 in the prior year's second quarter. Income taxes
declined by $201,000 as a result of lower pre-tax earnings. Net earnings for
the second quarter of fiscal year 1996 were $307,000 lower than net earnings in
the prior year's comparable quarter.
TWO QUARTERS ENDED APRIL 4, 1996 AND MARCH 30, 1995
- ---------------------------------------------------
Revenues in the first two quarters of fiscal year 1996 were $160.7 million
compared to $153.1 million in the same period of fiscal year 1995.
-13-
<PAGE>
Merchandise sales in the current year grew by $4.6 million, or 5.5%, from $83.8
million in the first two quarters of fiscal year 1995 to $88.4 million in fiscal
year 1996. This increase is largely the result of a 1.8% increase in comparable
store sales and sales for six additional days in the current year's period in
comparison to the prior year.
Gasoline sales in the first two quarters of fiscal year 1996 were $70.8 million
compared to $68.0 million in the same period of fiscal year 1995, an increase of
$2.7 million, or 4.0%. This increase is the result of a 2.1% increase in
gallons sold at comparable stores and sales for an additional six days in the
current year period.
Gross profits on merchandise sales grew by $1.7 million, or 5.6%, due to higher
sales volumes in the first two quarters of fiscal year 1996 compared to the same
period in fiscal year 1995. Gross profit rates remained level as higher gross
profits in the first quarter were offset by increased promotional activity in
the second quarter.
Gasoline gross profits decreased 10.1%, or $982,000, largely due to a decrease
of $.024 per gallon sold at the Company's convenience stores. The major factors
causing the decline in profits from gasoline sales are rising costs over the
last four months and the maintenance of market share in a competitive market
area.
Selling expenses in the first two quarters of fiscal year 1996 grew by $1.4
million, or 4.4%, reflecting higher wage and snow removal costs reduced by lower
insurance costs. General and administrative expense decreased by $112,000, or
3.4%, due primarily to reductions in employee benefit costs and legal fees.
Depreciation and amortization increased by $237,000, or 8.8%, as a result of the
depreciation of added convenience store improvements. Interest expense declined
by $62,000, or 3.8%, reflecting lower second quarter interest rates.
Earnings before income taxes in the first two quarters of fiscal year 1996 were
$2,617,000 compared to $3,006,000 for the same period of fiscal year 1995.
Income taxes in the current year were proportionately lower due to lower pre-tax
income. Net earnings declined by $252,000, or 13.2%, in the first half of
fiscal year 1996 compared to fiscal 1995.
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
and renovate existing locations.
Capital requirements for the balance of fiscal year 1996 include debt and
capital lease payments of approximately $1.7 million and capital expenditures of
approximately $13.1 million. The Company anticipates that cash presently
available and cash generated from operations will be sufficient to fulfill its
cash requirements.
-14-
<PAGE>
PART II. OTHER INFORMATION
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
The Annual Meeting of Stockholders of Uni-Marts, Inc. was held on February 22,
1996 at which the following matters were voted upon:
(1) Election of three directors to serve until the Annual Meeting of
Stockholders in 1999.
(2) Adoption of the Company's 1996 Equity Compensation Plan.
(3) Amendment of the Company's existing Equity Compensation Plan to provide
for grants of nonqualified stock options to nonemployee directors.
(4) Ratification of the appointment of independent auditors.
The results of the votes on the matters considered at the Annual Meeting of
Stockholders are set forth below:
Election of directors:
Votes Votes Broker
"For" "Withheld" Non-Votes
--------- ---------- ---------
Joseph V. Paterno 5,757,450 9,366 0
Charles C. Pearson, Jr. 5,763,188 3,628 0
Daniel D. Sahakian 5,762,921 3,895 0
Adoption of the Company's 1996 Equity Compensation Plan:
Votes Votes Votes Broker
"For" "Against" "Abstain" Non-Votes
--------- --------- --------- ---------
4,055,857 1,110,704 10,368 0
Amendment of the Company's existing Equity Compensation Plan:
Votes Votes Votes Broker
"For" "Against" "Abstain" Non-Votes
--------- --------- --------- ---------
4,623,519 1,112,090 10,096 0
Ratification of appointment of Deloitte & Touche LLP as independent auditors:
Votes Votes Votes Broker
"For" "Against" "Abstain" Non-Votes
--------- --------- --------- ---------
5,762,549 2,921 2,346 0
-15-
<PAGE>
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) EXHIBITS
10 Amendment No. 6 to Credit Agreement between the Bank Group and
Uni-Marts, Inc. dated as of March 28, 1996.
11 Statement regarding computation of 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 April 4, 1996.
-16-
<PAGE>
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)
/S/ HENRY D. SAHAKIAN
Date May 15, 1996 ------------------------------------
------------- Henry D. Sahakian
Chairman of the Board
(Principal Executive Officer)
/S/ J. KIRK GALLAHER
Date May 15, 1996 ------------------------------------
------------- J. Kirk Gallaher
Executive Vice President, Director
and Chief Financial Officer
(Principal Accounting Officer)
(Principal Financial Officer)
-17-
<PAGE>
UNI-MARTS, INC. AND SUBSIDIARIES
EXHIBIT INDEX
Number Description Page(s)
- ------ ----------- -------
10 Amendment No. 6 to Credit Agreement between
the Bank Group and Uni-Marts, Inc. dated as
of March 28, 1996. 19-21
11 Statement regarding computation of per share
earnings. 22-23
27 Financial Data Schedule. 24
-18-
<PAGE>
AMENDMENT NO. 6 TO CREDIT AGREEMENT
-----------------------------------
This Amendment No. 6 to Credit Agreement is dated as of March 28, 1996
by and among Uni-Marts, Inc. (the "Borrower"), PNC Bank, National Association,
CoreStates Bank, N.A. and The Sumitomo Bank, Limited, as the Banks, and PNC
Bank, National Association, in its capacity as agent (the "Agent") for the
Banks.
WHEREAS, the Borrower, the Banks and the Agent are parties to that
certain Credit Agreement dated as of March 1, 1993, as amended by Amendment No.
1 to Credit Agreement dated as of March 21, 1994, Amendment No. 2 to Credit
Agreement dated as of July 1, 1994, Third Amendment to Credit Agreement dated as
of October 26, 1994, Amendment No. 4 to Credit Agreement dated as of March 27,
1995 and Amendment No. 5 dated as of December 26, 1995 (as amended, the "Credit
Agreement");
WHEREAS, capitalized terms used herein and not otherwise defined
herein shall have the same meanings given to them in the Credit Agreement; and
WHEREAS, the Borrower, the Banks and the Agent wish to amend the
Credit Agreement as herein set forth.
NOW, THEREFORE, in consideration of the premises and mutual covenants
set forth herein, the parties hereto, intending to be legally bound, agree as
follows:
1. The defined term "Expiration Date" in Section 1.01 of the Credit
Agreement is hereby deleted in its entirety and the following is inserted in
lieu thereof:
EXPIRATION DATE shall mean, with respect to the Revolving Credit
Commitment, February 28, 1998 or such later date determined
pursuant to Section 2.10 hereof.
2. The effectiveness of this Amendment No. 6 is expressly
conditioned upon: (i) the Agent's receipt of counterparts of this Amendment No.
6 duly executed by the Borrower and each of the Banks; and (ii) the Agent's
receipt of a certificate signed by the Secretary or Assistant Secretary of the
Borrower, dated as of a date satisfactory to the Agent, certifying as to all
action taken by the Borrower to authorize the execution, delivery and
performance of this Amendment No. 6.
3. The Borrower hereby represents to the Agent and the Banks that
the representations and warranties of the Borrower contained in Article VI of
the Credit Agreement remain true and accurate on and as of the date hereof; the
Borrower has performed and is in compliance with all covenants contained in
Article VIII or elsewhere in the Credit Agreement; and no Event of Default or
Potential Default has occurred and is continuing.
4. The Borrower hereby agrees to reimburse the Agent and the Banks
on demand for all reasonable costs, expenses and disbursements relating to this
Amendment No. 6 which are payable by the Borrower as provided in Sections 10.05
and 11.03 of the Credit Agreement.
-19-
<PAGE>
5. The Borrower, the Agent and the Banks intend and agree that,
except as provided hereinabove, the Credit Agreement shall remain in full force
and effect, without modification.
6. This Amendment shall be governed by and construed in accordance
with the internal laws of the Commonwealth of Pennsylvania without reference to
its principles of conflicts of law.
7. This Amendment may be executed in one or more counterparts, each
of which shall be deemed an original and all of which shall constitute one and
the same instrument.
{SIGNATURE PAGE FOLLOWS}
-20-
<PAGE>
IN WITNESS WHEREOF, the parties hereto have executed this Amendment
No. 6 as of the date first above written.
UNI-MARTS, INC.
By: /S/ J. KIRK GALLAHER
------------------------------
Title: Executive Vice President
--------------------------
PNC BANK, NATIONAL ASSOCIATION,
individually and as Agent
By: /S/ LOUIS R. CESTELLO
------------------------------
Title: Vice President
--------------------------
CORESTATES BANK, N.A.
By: /S/ PAUL S. PHILLIPS
------------------------------
Title: Vice President
--------------------------
THE SUMITOMO BANK, LIMITED
By: /S/ GEORGE J. CERMINARA
------------------------------
Title: Vice President
--------------------------
By: /S/ THOMAS P. JOYCE
-----------------------------
Title: Vice President and Manager
--------------------------
-21-
<PAGE>
<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 APRIL 4, 1996 AND MARCH 30, 1995
WEIGHTED
SHARES OF NUMBER OF DAYS NUMBER OF SHARES
COMMON STOCK OUTSTANDING SHARE DAYS OUTSTANDING
------------ -------------- ---------- -----------
<S> <C> <C> <C> <C>
Quarter Ended April 4, 1996
- ---------------------------
January 5 - April 4 6,385,910 91 581,117,821
Shares Issued 161,645 Various 8,294,825
--------- -----------
6,547,555 589,412,646 6,477,062
========= =========== =========
Quarter Ended March 30, 1995
- ----------------------------
December 30 - March 30 6,282,879 91 571,741,987
Shares Issued 16,192 Various 725,670
--------- -----------
6,299,071 572,467,657 6,290,853
========= =========== =========
<CAPTION>
TWO QUARTERS ENDED APRIL 4, 1996 AND MARCH 30, 1995
WEIGHTED
SHARES OF NUMBER OF DAYS NUMBER OF SHARES
COMMON STOCK OUTSTANDING SHARE DAYS OUTSTANDING
------------ -------------- ---------- -----------
<S> <C> <C> <C> <C>
Period Ended April 4, 1996
- --------------------------
October 1 - April 4 6,345,465 187 1,186,602,034
Shares Issued 202,090 Various 14,126,884
--------- -------------
6,547,555 1,200,728,918 6,421,010
========= ============= =========
Period Ended March 30, 1995
- ---------------------------
October 1 - March 30 6,274,260 181 1,135,641,118
Shares Issued 24,811 Various 1,945,222
--------- -------------
6,299,071 1,137,586,340 6,285,007
========= ============= =========
</TABLE>
-22-
<PAGE>
<TABLE>
(B) Computation of Earnings per Share:
<CAPTION>
QUARTER ENDED TWO QUARTERS ENDED
April 4, March 30, April 4, March 30,
1996 1995 1996 1995
---------- ---------- ---------- ----------
<S> <C> <C> <C> <C>
Primary:
Weighted average shares
outstanding 6,477,062 6,290,853 6,421,010 6,285,007
Net effect of dilutive stock
options - based on the
treasury stock method 249,448 0 254,295 0
---------- ---------- ---------- ----------
Total 6,726,510 6,290,853 6,675,305 6,285,007
---------- ---------- ---------- ----------
Net income $ 254,278 $ 561,237 $1,652,506 $1,904,763
---------- ---------- ---------- ----------
Per share amount $ 0.04 $ 0.09 $ 0.25 $ 0.30
========== ========== ========== ==========
Fully diluted:
Weighted average shares
outstanding 6,477,062 6,290,853 6,421,010 6,285,007
Net effect of dilutive stock
options - based on the
treasury stock method using
average market price 278,741 0 309,435 0
---------- ---------- ---------- ----------
Total 6,755,803 6,290,853 6,730,445 6,285,007
---------- ---------- ---------- ----------
Net income $ 254,278 $ 561,237 $1,652,506 $1,904,763
---------- ---------- ---------- ----------
Per share amount $ 0.04 $ 0.09 $ 0.25 $ 0.30
========== ========== ========== ==========
</TABLE>
-23-
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE BALANCE
SHEET DATED APRIL 4, 1996 AND THE STATEMENT OF EARNINGS FOR THE TWO QUARTERS
ENDED APRIL 4, 1996 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> 6-MOS
<FISCAL-YEAR-END> SEP-30-1996
<PERIOD-START> OCT-01-1995
<PERIOD-END> APR-04-1996
<CASH> 6,445,524
<SECURITIES> 0
<RECEIVABLES> 5,582,459
<ALLOWANCES> 105,800
<INVENTORY> 17,906,184
<CURRENT-ASSETS> 33,264,645
<PP&E> 101,347,240
<DEPRECIATION> 39,855,600
<TOTAL-ASSETS> 101,929,481
<CURRENT-LIABILITIES> 27,384,892
<BONDS> 33,655,916
0
0
<COMMON> 723,719
<OTHER-SE> 34,092,447
<TOTAL-LIABILITY-AND-EQUITY> 101,929,481
<SALES> 159,181,136
<TOTAL-REVENUES> 160,732,090
<CGS> 117,684,928
<TOTAL-COSTS> 158,115,453
<OTHER-EXPENSES> 0
<LOSS-PROVISION> (11,000)
<INTEREST-EXPENSE> 1,558,189
<INCOME-PRETAX> 2,616,637
<INCOME-TAX> 964,131
<INCOME-CONTINUING> 1,652,506
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 1,652,506
<EPS-PRIMARY> .25
<EPS-DILUTED> .25
</TABLE>
