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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
10-Q/A
AMENDMENT NO. 2
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended January 2, 1997
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OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from to
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Commission file number 1-11556
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UNI-MARTS, INC.
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(Exact name of registrant as specified in its charter)
Delaware 25-1311379
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
477 East Beaver Avenue, State College, PA 16801-5690
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(Address of principal executive offices) (Zip Code)
(8l4) 234-6000
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(Registrant's telephone number, including area code)
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(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
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6,630,043 Common Shares were outstanding at February 7, 1997.
This Document Contains 4 Pages.
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UNI-MARTS, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
D. LONG-TERM DEBT:
January 2, September 30,
1997 1996
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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 7.77% at January 2, 1997. $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 7.77% at January 2, 1997. 10,000,000 10,000,000
Term Loan. Interest is paid at least
quarterly. Principal on the note will be
repaid in fiscal year 1998. The interest
rate was 8.50% at January 2, 1997. 4,500,000
Senior Notes of the Company. Interest is
paid in semiannual installments at a
blended rate of 10.50%. Principal on the
the notes will be repaid in four semiannual
installments. 6,036,735 7,570,068
Revolving Credit Agreement. Interest is
paid quarterly at the bank's prime rate or a
fixed rate option at the Company's election.
The blended interest rate was 7.80% at
January 2, 1997. (See Note C) 10,000,000 5,000,000
Mortgage Loans Payable. Principal and
interest are paid in monthly installments.
The loans expire in years 1999 through
2010 with interest ranging from 8.25% to
8.75%. The blended interest rate was
8.38% at January 2, 1997. 2,252,570 2,304,425
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49,530,793 41,615,981
Less current maturities 8,836,759 3,272,957
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$40,694,034 $38,343,024
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The mortgage loans are collateralized by $7,211,300 of property, at cost.
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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 January 2, 1997 was $6,646,300.
Primarily due to lower than anticipated profit contributions from newly
constructed and remodeled stores and lower gross profits on gasoline sales
during the first quarter of fiscal year 1997, at January 2, 1997 the
Company was not in compliance with a financial covenant contained in its
Senior Note Agreements. These notes have a balance of $6,036,735 at
January 2, 1997. The Senior Note Agreements were amended by the holders
and the Company in January and April 1997 to waive the noncompliance by
altering the covenant requirements for the quarters ended January 2, 1997
and April 3, 1997. The Company intends to meet with the noteholders in
May 1997 to discuss further amendments to the covenant requirements. While
the Company believes that the noteholders will agree to such amendments,
there can be no assurance to such effect.
ADDITION TO MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
TERMINATION OF GETTY AGREEMENT:
On December 27, 1996, the Company notified Getty Petroleum Corp. and its
affiliates (collectively "Getty") that, in accordance with their respective
terms, effective December 31, 1997, the Company will terminate certain
agreements with Getty, including leases and subleases and a gasoline supply
agreement pursuant to which the Company purchases substantially all of its
gasoline. The Company has had further discussions with Getty concerning
revised agreements, but there has been no resolution to this date. If no
agreement is reached with Getty, the Company will no longer operate
approximately 100 stores after December 31, 1997. The loss of these stores
will have a material effect on the Company's revenues and expenses.
However, the Company anticipates that, on an ongoing basis, its cash flows
and net earnings will not be materially effected due to increased gross
profit rates on its remaining gasoline sales and reduced operating costs.
If no agreement is reached with Getty and Getty declines to exercise its
option to purchase in-store equipment and aboveground gasoline marketing
equipment at the stores subject to lease with Getty, the Company could have
a one-time material charge to net earnings in the amount of $2.8 million,
net of an income tax benefit of $1.4 million. While there can be no
assurance, the Company believes that Getty will exercise its option to
purchase this equipment or the equipment will be sold to another party.
Accordingly, the Company believes that the earnings charge will not occur.
This earnings charge would not impact cash flows except for the income tax
benefit realized.
Certain statements contained in this report are forward looking. Although
Uni-Marts, Inc. believes that its expectations are based on reasonable
assumptions within the bounds of its knowledge of its business and
operations, there can be no assurance that actual results will not differ
materially from its expectations. Factors that could cause actual results
to differ from expectations include volatility of gasoline prices,
merchandise gross profits, customer traffic and weather conditions. For a
discussion of these and other factors, see the Company's Annual Report on
Form 10-K filed with the Securities and Exchange Commission.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
Uni-Marts, Inc.
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(Registrant)
Date May 12, 1997 /S/ HENRY D. SAHAKIAN
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Henry D. Sahakian
Chairman of the Board
(Principal Executive Officer)
Date May 12, 1997 /S/ J. KIRK GALLAHER
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J. Kirk Gallaher
Executive Vice President, Director
and Chief Financial Officer
(Principal Accounting Officer)
(Principal Financial Officer)
