<PAGE>
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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 3, 1997
------------------------------------------------
[ ] 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
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UNI-MARTS, INC.
- -------------------------------------------------------------------------------
(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
--- ---
6,641,226 Common Shares were outstanding at May 8, 1997.
This Document Contains 18 Pages.
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UNI-MARTS, INC. AND SUBSIDIARY
INDEX
PART I. FINANCIAL INFORMATION
- ------------------------------ PAGE(S)
Item 1. Financial Statements
Consolidated Balance Sheets -
April 3, 1997 and September 30, 1996 3-4
Consolidated Statements of Earnings -
Quarter Ended and Two Quarters Ended
April 3, 1997 and April 4, 1996 5
Consolidated Statements of Cash Flows -
Two Quarters Ended April 3, 1997 and
April 4, 1996 6-7
Notes to Consolidated Financial Statements 8-10
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations 11-15
PART II. OTHER INFORMATION
- ---------------------------
Item 4. Submission of Matters to a Vote of Security Holders 16
Item 6. Exhibits and Reports on Form 8-K 16
Exhibit Index 18
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<TABLE>
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
UNI-MARTS, INC. AND SUBSIDIARY
CONSOLIDATED BALANCE SHEETS
<CAPTION>
April 3, September 30,
1997 1996
------------ -------------
(Unaudited)
<S> <C> <C>
ASSETS
------
CURRENT ASSETS:
Cash $ 5,779,228 $ 1,207,929
Marketable equity securities (at market,
cost $628,400 and $441,700) 477,313 387,282
Accounts receivable, less allowances
of $108,900 and $74,600 3,806,840 2,826,887
Inventories 19,016,594 17,807,998
Prepaid and current deferred taxes 2,091,567 2,491,978
Prepaid expenses and other 1,458,326 1,560,816
------------ ------------
TOTAL CURRENT ASSETS 32,629,868 26,282,890
PROPERTY, EQUIPMENT AND IMPROVEMENTS -
at cost, less accumulated depreciation
and amortization of $43,927,200 and
$41,815,400 78,034,317 71,794,100
NET INTANGIBLE AND OTHER ASSETS 7,047,756 6,960,752
------------ ------------
TOTAL ASSETS $117,711,941 $105,037,742
============ ============
</TABLE>
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<TABLE>
UNI-MARTS, INC. AND SUBSIDIARY
CONSOLIDATED BALANCE SHEETS
(CONTINUED)
<CAPTION>
April 3, September 30,
1997 1996
------------ -------------
(Unaudited)
<S> <C> <C>
LIABILITIES AND STOCKHOLDERS' EQUITY
------------------------------------
CURRENT LIABILITIES:
Accounts payable $ 17,582,637 $ 15,389,440
Accrued expenses 6,324,207 5,852,143
Current maturities of long-term debt 5,401,382 3,272,957
Current obligations under capital leases 97,261 105,071
------------ ------------
TOTAL CURRENT LIABILITIES 29,405,487 24,619,611
LONG-TERM DEBT, less current maturities 47,577,740 38,343,024
OBLIGATIONS UNDER CAPITAL LEASES,
less current maturities 574,299 620,871
DEFERRED TAXES 2,678,100 2,394,700
DEFERRED INCOME AND OTHER LIABILITIES 3,057,184 2,997,125
COMMITMENTS AND CONTINGENCIES
STOCKHOLDERS' EQUITY:
Common Stock, par value $.10 a share:
Authorized 15,000,000 shares
Issued 7,285,907 and 7,279,684 shares,
respectively 728,591 727,968
Additional paid-in capital 24,334,174 24,287,858
Retained earnings 13,332,171 14,696,776
Less unrealized loss on securities ( 151,039) ( 54,401)
------------ ------------
38,243,897 39,658,201
Less Treasury Stock, at cost -
647,766 and 621,197 shares of
Common Stock, respectively ( 3,824,766) ( 3,595,790)
------------ ------------
34,419,131 36,062,411
------------ ------------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $117,711,941 $105,037,742
============ ============
</TABLE>
See notes to consolidated financial statements
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<TABLE>
UNI-MARTS, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF EARNINGS
(Unaudited)
<CAPTION>
QUARTER ENDED TWO QUARTERS ENDED
April 3, April 4, April 3, April 4,
1997 1996 1997 1996
----------- ----------- ------------ ------------
<S> <C> <C> <C> <C>
REVENUES:
Merchandise sales $42,608,745 $42,049,919 $ 89,081,491 $ 88,412,223
Gasoline sales 38,218,098 33,549,777 80,538,022 70,768,913
Other income 588,758 997,783 1,205,115 1,550,954
----------- ----------- ------------ ------------
81,415,601 76,597,479 170,824,628 160,732,090
COSTS AND EXPENSES:
Cost of sales 61,103,645 56,492,521 128,150,487 117,684,928
Selling 17,096,760 15,960,797 34,795,353 32,794,359
General and administrative 1,879,788 1,504,562 3,734,001 3,157,646
Depreciation and amortization 1,817,531 1,467,406 3,630,550 2,920,331
Interest 1,095,751 773,284 2,012,756 1,558,189
----------- ----------- ------------ ------------
82,993,475 76,198,570 172,323,147 158,115,453
(LOSS) EARNINGS BEFORE
INCOME TAXES ( 1,577,874) 398,909 ( 1,498,519) 2,616,637
INCOME TAXES ( 561,600) 144,631 ( 531,900) 964,131
----------- ----------- ------------ ------------
NET (LOSS) EARNINGS ($ 1,016,274) $ 254,278 ($ 966,619) $ 1,652,506
=========== =========== ============ ============
(LOSS) EARNINGS PER SHARE ($ 0.15) $ 0.04 ($ 0.15) $ 0.25
=========== =========== ============ ============
DIVIDENDS PER SHARE $ .0300 $ .0300 $ .0600 $ .0575
=========== =========== ============ ============
WEIGHTED AVERAGE NUMBER OF
COMMON SHARES OUTSTANDING 6,635,876 6,726,510 6,639,216 6,675,305
=========== =========== ============ ============
</TABLE>
See notes to consolidated financial statements
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<TABLE>
UNI-MARTS, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
<CAPTION>
TWO QUARTERS ENDED
April 3, April 4,
1997 1996
------------ ------------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Cash received from customers and others $169,843,656 $159,430,246
Cash paid to suppliers and employees ( 164,391,784) ( 155,178,907)
Net receipts for sales and purchases of
trading equity securities 455,332
Dividends and interest received 18,761 21,725
Interest paid (net of capitalized interest of
$57,400 in 1997) ( 1,955,668) ( 1,554,397)
Income taxes paid 703,500 ( 751,631)
------------ ------------
NET CASH PROVIDED BY OPERATING ACTIVITIES 4,218,465 2,422,368
CASH FLOWS FROM INVESTING ACTIVITIES:
Receipts from sale of capital assets 71,999 26,462
Purchase of property, equipment and
improvements ( 9,768,619) ( 3,910,229)
(Payments) receipts for sales and purchases of
available-for-sale securities ( 183,668)
Cash advanced for intangible and other
assets ( 334,078) ( 271,285)
Cash received for intangible and other
assets 8,776 55,664
------------ ------------
NET CASH USED IN INVESTING ACTIVITIES ( 10,205,590) ( 4,099,388)
CASH FLOWS FROM FINANCING ACTIVITIES:
Borrowings (payments) under revolving credit
agreement 3,000,000 ( 1,000,000)
Additional long-term borrowings 10,000,000 3,000,000
Principle payments on debt ( 1,691,241) ( 1,690,586)
Purchases of treasury stock ( 352,349)
Proceeds from issuance of common stock 859,658
Dividends paid to stockholders ( 397,986) ( 372,041)
------------ ------------
NET CASH PROVIDED BY FINANCING ACTIVITIES 10,558,424 797,031
------------ ------------
NET INCREASE (DECREASE) IN CASH 4,571,299 ( 879,989)
------------ ------------
CASH:
Beginning of period 1,207,929 7,325,513
------------ ------------
End of period $ 5,779,228 $ 6,445,524
============ ============
</TABLE>
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<TABLE>
UNI-MARTS, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF CASH FLOWS
(CONTINUED)
(Unaudited)
<CAPTION>
TWO QUARTERS ENDED
April 3, April 4,
1997 1996
---------- -----------
<S> <C> <C>
RECONCILIATION OF NET EARNINGS TO NET
CASH PROVIDED BY OPERATING ACTIVITIES:
NET (LOSS) EARNINGS ($ 966,619) $1,652,506
ADJUSTMENTS TO RECONCILE NET EARNINGS TO
NET CASH PROVIDED BY OPERATING ACTIVITIES:
Depreciation and amortization 3,630,550 2,920,331
Gain on sale of available-for-sale securities ( 3,001)
Loss on sale of capital assets and other 234,463 95,314
Change in assets and liabilities:
(Increase) decrease in:
Trading equity securities 434,508
Accounts receivable ( 979,953) ( 3,064,675)
Inventories ( 1,208,596) ( 2,341,432)
Prepaid expenses 614,701 ( 936,924)
Increase (decrease) in:
Accounts payable and accrued expenses 1,953,971 1,532,154
Deferred income taxes and other
liabilities 942,949 2,130,586
---------- ----------
TOTAL ADJUSTMENTS TO NET EARNINGS 5,185,084 769,862
---------- ----------
NET CASH PROVIDED BY OPERATING ACTIVITIES $4,218,465 $2,422,368
========== ==========
</TABLE>
See notes to consolidated financial statements
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<PAGE>
UNI-MARTS, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
A. FINANCIAL STATEMENTS:
The consolidated balance sheet as of April 3, 1997, the consolidated
statements of earnings and the consolidated statements of cash flows for
the quarters ended April 3, 1997 and April 4, 1996, 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 3, 1997 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, 1996. 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 3, September 30,
1997 1996
----------- -------------
Goodwill $ 5,998,351 $ 6,498,671
Lease acquisition costs 1,187,174 1,296,637
Non-competition agreements 1,213,040 1,213,040
Other 2,305,848 1,986,989
----------- -----------
10,704,413 10,995,337
Less accumulated amortization 3,656,657 4,034,585
----------- -----------
$ 7,047,756 $ 6,960,752
=========== ===========
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 13 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, 1999 or a later date as approved
by the bank group. At April 3, 1997, borrowings of $8.0 million and
letters of credit of $2.7 million were outstanding under the agreement.
D. LONG-TERM DEBT:
April 3, September 30,
1997 1996
----------- -------------
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 7.80% at April 3, 1997. $16,741,488 $16,741,488
Term Loan. Interest is paid at least
quarterly. Principal on the note will
be repaid in three quarterly installments
of $714,285 beginning in March 1999. The
final installment of $17,857,145 will be
payable on December 31, 1999. The blended
interest rate was 7.77% at April 3, 1997. 20,000,000 10,000,000
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 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 7.98% at
April 3, 1997. (See Note C) 8,000,000 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 the 8.50% to
8.75%. The blended interest rate was 8.54%
at April 3, 1997. 2,200,899 2,304,425
----------- -----------
52,979,122 41,615,981
Less current maturities 5,401,382 3,272,957
----------- -----------
$47,577,740 $38,343,024
=========== ===========
The mortgage loans are collateralized by $7,215,900 of property, at cost.
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<PAGE>
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 3, 1997 was $5,438,300.
Primarily due to lower gross profits on gasoline sales during the first
quarter of fiscal year 1997 and lower than anticipated profit contributions
from newly constructed and remodeled stores during the first two quarters of
fiscal year 1997, at April 3, 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 April 3, 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.
E. EARNINGS PER SHARE:
In February 1997, the Financial Accounting Standards Board issued Statement
No. 128, "Earnings Per Share". This pronouncement will be effective for
financial statements for both interim and annual periods ending after
December 15, 1997. The Company anticipates that this statement will not
have a material effect on its financial statements.
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<TABLE>
ITEM 2.
UNI-MARTS, INC. AND SUBSIDIARY
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 3, April 4, April 3, April 4,
1997 1996 1997 1996
----------- ----------- ------------ ------------
<S> <C> <C> <C> <C>
STATEMENTS OF EARNINGS DATA:
Sales and other income by the
Company and its franchisees:
Merchandise sales $42,608,745 $42,049,919 $ 89,081,491 $ 88,412,223
Gasoline sales 38,218,098 33,549,777 80,538,022 70,768,913
Other income 588,758 997,783 1,205,115 1,550,954
----------- ----------- ------------ ------------
Total 81,415,601 76,597,479 170,824,628 160,732,090
Cost of sales 61,103,645 56,492,521 128,150,487 117,684,928
----------- ----------- ------------ ------------
Gross Profit 20,311,956 20,104,958 42,674,141 43,047,162
Selling 17,096,760 15,960,797 34,795,353 32,794,359
General and administrative 1,879,788 1,504,562 3,734,001 3,157,646
Depreciation and amortization 1,817,531 1,467,406 3,630,550 2,920,331
Interest 1,095,751 773,284 2,012,756 1,558,189
----------- ----------- ------------ ------------
(Loss) earnings before income
taxes ( 1,577,874) 398,909 ( 1,498,519) 2,616,637
Income taxes ( 561,600) 144,631 ( 531,900) 964,131
----------- ----------- ------------ ------------
Net (loss) earnings ($ 1,016,274) $ 254,278 ($ 966,619) $ 1,652,506
=========== =========== ============ ============
(Loss) earnings per share ($ 0.15) $ 0.04 ($ 0.15) $ 0.25
=========== =========== ============ ============
</TABLE>
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<TABLE>
<S> <C> <C> <C> <C>
OPERATING DATA (CONVENIENCE STORES ONLY):
Average, per store, for stores open two
full comparable periods:
Merchandise sales $ 105,450 $ 106,103 $ 221,594 $ 220,635
Gasoline sales $ 126,353 $ 112,916 $ 269,062 $ 236,655
Gallons of gasoline sold 113,504 114,498 242,960 241,152
Total gallons of gasoline
sold 34,520,157 33,740,565 73,166,222 71,847,934
Gross profit per gallon
of gasoline $ 0.127 $ 0.110 $ 0.115 $ 0.116
Stores at beginning of period 402 414 405 414
Stores added 2
Stores closed 4 7 9 7
Stores at end of period 398 407 398 407
Company-operated stores 364 369 364 369
Franchisee-operated stores 34 38 34 38
Locations with self-service
gasoline 300 297 300 297
</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. 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 general economic, business and market conditions,
volatility of gasoline prices, merchandise margins, customer traffic, weather
conditions, labor costs and the level of capital expenditures. For other
important factors that may cause actual results to differ materially from
expectations and underlying assumptions, see the Company's Annual Report on
Form 10-K for the fiscal year ended September 30, 1996.
QUARTERS ENDED APRIL 3, 1997 AND APRIL 4, 1996
- ----------------------------------------------
Total revenues in the second quarter of fiscal year 1997 were $81.4 million
compared to revenues of $76.6 million in the corresponding period of fiscal
year 1996, an increase of $4.8 million, or 6.3%. Merchandise sales grew by
$559,000, or 1.3%, from $42.0 million in the second quarter of fiscal year
1996 to $42.6 million in the corresponding quarter of the current year. Same
store merchandise sales declined 0.6%. Gasoline sales increased $4.7 million,
or 13.9%, in the quarter ended April 3, 1997 compared to the prior fiscal
year's second quarter. This increase is largely the result of a 12.3% increase
in the retail prices per gallon sold at the Company's convenience stores as
well as a slight increase in total gallons sold. Other income declined by
$409,000.
Gross profits on merchandise sales in the quarter ended April 3, 1997 were $15.2
million, a decrease of $31,000, or 0.2%, due to lower gross profit rates. Gross
profits on gasoline sales increased $644,000, or 16.4%, to $4.6 million in the
second quarter of fiscal year 1997 compared to $3.9 million in the corresponding
quarter of fiscal year 1996. This increase is due primarily to higher gross
profits per gallon sold.
Selling expenses in the fiscal year 1997 second quarter ended April 3, 1997 were
$17.1 million compared to $16.0 million in the quarter ended April 4, 1996 a
7.1% increase. This increase is largely due to higher labor costs resulting
from increased staffing at newly added fast-food installations as well as higher
wage levels. General and administrative expense increased by $375,000, or
24.9%, due to higher salary levels and professional fees. Depreciation and
amortization grew from $1.5 million in the second quarter of fiscal year 1996 to
$1.8 million in the second quarter of the current fiscal year due to the
additional depreciation of remodeled and new convenience stores. Interest
expense increased $322,000 due to higher borrowing levels and interest rates in
fiscal year 1997.
The Company incurred a pre-tax loss of $1,578,000 in the quarter ended April 3,
1997 compared to a pre-tax profit of $399,000 in the quarter ended April 4,
1996. This decline in profitability is due to lower than expected profit
contributions from newly constructed and remodeled stores as reflected in the
Company's expense increase of $2,184,000 offset only by a $207,000 increase in
gross profits. The Company does not believe that this trend will continue and
has taken steps to increase profitability at these locations including an
advertising and promotional program and reduction of labor costs at our branded
fast-food installations. Income taxes were a $562,000 credit in the current
year's second quarter compared to a $145,000 charge in the corresponding quarter
of fiscal year 1996. The Company incurred a loss of $1,016,000, or $0.15 per
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share, in the second quarter of fiscal year 1997 compared to net earnings of
$254,000, or $0.04 per share, in the second quarter of the prior fiscal year.
TWO QUARTERS ENDED APRIL 3, 1997 AND APRIL 4, 1996
- --------------------------------------------------
Total revenues in the first two quarters of fiscal year 1997 were $170.8
million, an increase of $10.1 million, or 6.3%, over total revenues of $160.7
million in the corresponding period of fiscal year 1996. Merchandise sales were
$89.1 million in the current fiscal year compared to $88.4 million in the first
two quarters of fiscal year 1996, an increase of $669,000, or 0.8%. Merchandise
sales at comparable stores increased 0.4%. Gasoline sales increased $9.8
million, or 13.8%, from $70.8 million in the first two quarters of fiscal year
1996 to $80.6 million in the current year. This increase is primarily the
result of higher retail prices per gallon in fiscal year 1997. Other income
declined by $346,000.
Although merchandise sales increased $669,000, the gross profits on those sales
increased by only $37,000 due to lower gross profit rates. Gross profits on
gasoline sales declined by $65,000, or 0.7%, in the first two quarters of fiscal
year 1997 compared to the corresponding period of fiscal year 1996 due to lower
gross profit rates per gallon sold. Gross profits from other income were lower
by $345,000 in the current year, reflecting the similar decline in other income.
Selling expenses for the first two quarters of fiscal year 1997 were $34.8
million compared to $32.8 million in the same period of fiscal year 1996, an
increase of $2.0 million, or 6.1%. This increase is primarily due to increased
labor and other operating costs at new fast-food installations as well as higher
wage levels in general at the Company's convenience stores. General and
administrative expense in the first two quarters of fiscal year 1997 was
$576,000, or 18.3%, higher than in the corresponding period of fiscal year 1996
due primarily to higher professional fees and salaries. Depreciation and
amortization expense increased $710,000, or 24.3%, over fiscal year 1996 levels
due to additional depreciation of newly built and remodeled stores. Interest
expense increased by $455,000 in fiscal year 1997 due to increased borrowing
levels and interest rates.
The Company incurred a pre-tax loss of $1.5 million in the first two quarters
of fiscal year 1997 compared to pre-tax earnings of $2.6 million in the
corresponding period of fiscal year 1996. The $4.1 million decline in
profitability is the result of lower gasoline profits during the first quarter
of fiscal year 1997 and lower than expected operating results of newly built
stores and remodeled fast-food installations at the Company's convenience stores
during the first two quarters of fiscal year 1997. The Company does not believe
that this trend will continue and has taken steps to increase profitability at
these locations including an advertising and promotional program and reduction
of labor costs at our branded fast-food installations. The Company's operations
produced a net loss of $967,000, or $0.15 per share, for the first half of
fiscal year 1997 compared to net earnings of $1,653,000, or $0.25 per share, in
the corresponding period of the prior fiscal year.
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 and no further discussions are
scheduled at this date. If no agreement is reached with Getty, the Company will
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<PAGE>
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 affected 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.
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 1997 include debt and
capital lease payments of approximately $1.7 million and capital expenditures of
approximately $2.2 million to remodel existing stores and upgrade gasoline
marketing facilities. Because of disappointing financial results, the
Company's Board of Directors has temporarily suspended the regular quarterly
dividend of $0.03 per share. The Company anticipates that cash presently
available and cash generated from operations and bank credit facilities will be
sufficient to fulfill its cash requirements.
Primarily due to lower gross profits on gasoline sales during the first quarter
of fiscal year 1997 and lower than anticipated profit contributions from newly
constructed and remodeled stores during the first two quarters of fiscal year
1997, at April 3, 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 April 3, 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.
IMPACT OF ADOPTION OF CHANGE OF ACCOUNTING PRINCIPLE:
In February 1997, the Financial Accounting Standards Board issued Statement
No. 128, "Earnings Per Share". This pronouncement will be effective for
financial statements for both interim and annual periods ending after
December 15, 1997. The Company anticipates that this statement will not have a
material effect on its financial statements.
-15-
<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 20,
1997 at which the following matters were voted upon:
(1) Election of three directors to serve until the Annual Meeting
of Stockholders in 2000.
(2) 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
--------- ---------- ---------
Henry D. Sahakian 4,446,911 5,146 0
Bruce K. Heim 4,446,711 5,346 0
Michael J. Serventi 4,446,911 5,146 0
Ratification of appointment of Deloitte & Touche LLP as independent auditors:
Votes Votes Votes Broker
"For" "Against" "Abstain" Non-Votes
--------- --------- --------- ---------
4,445,291 4,511 2,555 0
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) EXHIBITS
10.1 Amendment No. 7 to Credit Agreement between the Bank Group and
Uni-Marts, Inc. dated as of December 31, 1996.
10.2 Amendment No. 8 to Credit Agreement between the Bank Group and
Uni-Marts, Inc. dated as of February 20, 1997.
10.3 Amendment No. 9 to Credit Agreement between the Bank Group and
Uni-Marts, Inc. dated as of April 15, 1997.
10.4 Waiver and Second Amendment to Senior Note Agreement between the
Senior Noteholders and Uni-Marts, Inc. dated as of January 21,
1997.
10.5 Third Amendment to Senior Note Agreement between the Senior
Noteholders and Uni-Marts, Inc. dated as of April 18, 1997.
11 Statement regarding computation of per share earnings (loss).
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 3, 1997.
-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)
Date May 15, 1997 /S/ HENRY D. SAHAKIAN
------------ ----------------------------------
Henry D. Sahakian
Chairman of the Board
(Principal Executive Officer)
Date May 15, 1997 /S/ J. KIRK GALLAHER
------------ ----------------------------------
J. Kirk Gallaher
Executive Vice President, Director
and Chief Financial Officer
(Principal Accounting Officer)
(Principal Financial Officer)
-17-
<PAGE>
UNI-MARTS, INC. AND SUBSIDIARY
EXHIBIT INDEX
Number Description Page(s)
- ------ ----------- -------
10.1 Amendment No. 7 to Credit Agreement between
the Bank Group and Uni-Marts, Inc. dated as
of December 31, 1996. 19-26
10.2 Amendment No. 8 to Credit Agreement between
the Bank Group and Uni-Marts, Inc. dated as
of February 20, 1997. 27-29
10.3 Amendment No. 9 to Credit Agreement between
the Bank Group and Uni-Marts, Inc. dated as
of April 15, 1997. 30-37
10.4 Waiver and Second Amendment to Senior Note
Agreement between the Senior Noteholders and
Uni-Marts, Inc. dated as of January 21, 1997. 38-39
10.5 Third Amendment to Senior Note Agreement
between the Senior Noteholders and Uni-Marts,
Inc. dated as of April 18, 1997. 40-41
11 Statement regarding computation of per
share earnings (loss). 42-43
27 Financial Data Schedule. 44
-18-
<PAGE>
EXHIBIT (10.1)
AMENDMENT NO. 7 TO CREDIT AGREEMENT
-----------------------------------
This Amendment No. 7 to Credit Agreement is dated as of December 31,
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, Amendment No. 5 dated as of December 26, 1995 and Amendment No. 6 dated as
of March 28, 1996 (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. Schedule 1.01(a) to the Credit Agreement is hereby deleted in
its entirety and a new Schedule 1.01(a) is inserted in lieu thereof in the form
attached hereto.
2. Exhibit D to the Credit Agreement (Form of Loan Request) is
hereby deleted in its entirety and a new Exhibit D is inserted in lieu thereof
in the form attached hereto.
3. The defined terms "Commitment," "Funded Capital Expenditures"
"Loan Request," "Loans," "Notes," "Term Loan Base Rate Portion," "Term Loan
Euro-Rate Portion" in Section 1.01 of the Credit Agreement are hereby deleted
in their entirety and the following are inserted in lieu thereof:
Commitment shall mean as to any Bank, the aggregate
of its Revolving Credit Commitment, Term Loan
Commitment, Term Loan-B Commitment and Term Loan-C
Commitment and Commitments shall mean the aggregate
of the Revolving Credit Commitments, Term Loan
Commitments, Term Loan-B Commitments and Term
Loan-C Commitments of all of the Banks.
Funded Capital Expenditures shall mean, for any
period of determination, all capital expenditures
of the Borrower and its Subsidiaries, determined
and consolidated in accordance with GAAP, which are
funded by Term Loans-B or Term Loans-C.
Loan Request shall mean a request for Revolving
Credit Loans, Term Loans-B or Term Loans-C made in
accordance with Section 2.05, Section 3.02(B) or
Section 3.02(C) hereof or a request to select,
convert to or renew a Euro-Rate Option in accordance
with Section 4.02 hereof.
-19-
<PAGE>
Loans shall mean all Revolving Credit Notes, Term
Loans, Term Loans-B and Term Loans-C, collectively,
and Loan shall mean any Revolving Credit Loan,
Term Loan, Term Loan-B or Term Loan-C, separately.
Notes shall mean the Revolving Credit Notes, the
Term Notes, the Term Notes-B and the Term Notes-C.
Term Loan Base Rate Portion shall mean the portion
of the Term Loans, Term Loans-B and Term Loans-C
bearing interest at any time under the Term Loan
Base Rate Option.
Term Loan Euro-Rate Portion shall mean the portion
of the Term Loans, Term Loans-B and Term Loans-C
bearing interest at any time under the Term Loan
Euro-Rate Option.
4. The following defined terms are hereby inserted in alphabetical
order in Section 1.01 of the Credit Agreement:
Amendment No. 7 shall mean Amendment No. 7 to the
Credit Agreement dated as of December 31, 1996 by
among the Borrower, the Agent and the Banks.
Amendment No. 7 Closing Date shall mean the date
on which all conditions to the effectiveness of
Amendment No. 7 as set forth in Section 11 of
Amendment No. 7 are satisfied.
Amendment No. 7 Fee shall mean the fee paid by the
Borrower to the Agent pursuant to Section 11 of
this Amendment No. 7.
Term Loan-C Commitment shall mean, as to any Bank
at any time, the amount initially set forth
opposite its name on Schedule 1.01(a) hereto in
the column labeled "Amount of Commitment for Term
Loans-C," and thereafter on Schedule I to the most
recent Assignment and Assumption Agreement to
which such Bank is a party and Term Loan-C
Commitments shall mean the aggregate Term Loan-C
Commitments of all the Banks.
Term Loan-C Commitment Fee shall have the meaning
given to such term in Section 3.04(C).
Term Loan-C Maturity Date shall mean the sooner of
364 days from the Amendment No. 7 Closing Date or
the completion of the Borrower's proposed private
placement.
Term Loan-C Request Date shall mean December 31,
1997.
Term Loans-C shall mean collectively all Term
Loans-C made by the Banks to the Borrower under
Section 3.03(C) hereof, and Term Loan-C shall mean
separately any Term Loan-C made by any Bank to the
Borrower pursuant to Section 3.03(C) hereof.
-20-
<PAGE>
Term Notes-C shall mean collectively all Term
Notes-C and Term Note-C shall mean separately any Term
Note-C of the Borrower, in each case in the form of
Exhibit A to Amendment No. 7 which evidence the Term
Loans-C, together with all amendments, restatements,
extensions, renewals, replacements, refinancings or
refundings thereof in whole or in part.
5. A new Article III(C) (Term Loans-C) is hereby inserted
immediately following Article III(B) of the Credit Agreement as set forth on
Schedule 1 hereto.
6. Section 4.01 of the Credit Agreement is hereby amended by
deleting "Term Loans or Term Loans-B" in the fifth line thereof, and inserting
in lieu thereof "Term Loans, Term Loans-B, or Term Loans-C".
7. Section 4.01(b) of the Credit Agreement is hereby amended by
deleting "the Term Loans and the Term Loans-B" in the third line thereof and
inserting in lieu thereof "the Term Loans, the Term Loans-B, and the Term
Loans-C".
8. Clause (y) of Section 5.04 of the Credit Agreement is hereby
deleted in its entirety and the following is inserted in lieu thereof:
(y) a statement indicating the application of the prepayment
between the Revolving Credit Loans, the Term Loans, the Term
Loans-B and the Term Loans-C; and
9. The third sentence of the last paragraph of Section 5.04 of
the Credit Agreement is hereby deleted in its entirety and the following is
inserted in lieu thereof:
All Term Loan, Term Loan-B and Term Loan-C prepayments permitted
pursuant to this Section 5.04 shall be applied to the unpaid
installments of principal of the Term Loans, Term Loans-B or Term
Loans-C, as the case may be, in the inverse order of scheduled
maturities.
10. Section 8.02(k) of the Credit Agreement (Capital Expenditures,
Including Capitalized Leases) is hereby deleted in its entirety and the
following is inserted in lieu thereof:
(k) Capital Expenditures, Including Capitalized Leases. The
Borrower shall not make any payments in the aggregate for any of the
fiscal years set forth below on account of the purchase or lease of
any assets which if purchased would constitute fixed assets or which
if leased would constitute a Capitalized Lease in excess of the
following:
Fiscal Aggregate
Year Ending Permitted Amount
----------- ----------------
September 30, 1996 $17,500,000
September 30, 1997 $19,000,000
September 30, 1998 and each $12,000,000
fiscal year thereafter
-21-
<PAGE>
11. The effectiveness of this Amendment No. 7 is expressly
conditioned upon: (i) the Agent's receipt of counterparts of this Amendment
No. 7 duly executed by the Borrower and each of the Banks; (ii) each of the
Banks having received a duly executed Term Note-C in the form of Exhibit A
hereto; (iii) the Agent's receipt of a certificate signed by the Secretary or
Assistant Secretary of the Borrower, dated the Amendment No. 7 Closing Date,
certifying as to all action taken by the Borrower to authorize the execution,
delivery and performance of this Amendment No. 7; (iv) a written opinion of
Ballard Spahr Andrews & Ingersoll, counsel for the Borrower, dated the Amendment
No. 7 Closing Date and in form and substance satisfactory to the Agent and its
counsel as to such matters incident to the transactions contemplated hereby as
the Agent may reasonably request; and (v) the receipt by each of the Banks of an
amendment fee in the amount of $8,333.00.
12. 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.
13. 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. 7 which are payable by the Borrower as provided in
Sections 10.05 and 11.03 of the Credit Agreement.
14. 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.
15. 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.
16. 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]
-22-
<PAGE>
IN WITNESS WHEREOF, the parties hereto have executed this Amendment
No. 7 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/ THOMAS P. JOYCE
-----------------------------
Title: Vice President and Manager
--------------------------
By: /S/ GEORGE J. CERMINARA
-----------------------------
Title: Vice President
--------------------------
-23-
<PAGE>
SCHEDULE 1
ARTICLE III-C
TERM LOANS-C
------------
3.01(C) Term Loan-C Borrowings. Subject to the terms and conditions
hereof, and relying upon the representations and warranties herein set forth,
each Bank severally agrees to make a term loan or loans (collectively, the "Term
Loans-C") to the Borrower on or after the Amendment No. 7 Closing Date in such
principal amount as the Borrower shall request up to but not exceeding such
Bank's Term Loan-C Commitment. The obligation of each Bank to make a Term
Loan-C to the Borrower shall be in the proportion that such Bank's Term Loan-C
Commitment bears to the Term Loan-C Commitments of all Banks, but each Bank's
Term Loans-C shall never exceed its Term Loan-C Commitment. The failure of any
Bank to make a Term Loan-C to the Borrower shall not relieve any other Bank of
its obligations to make a Term Loan-C to the Borrower nor shall it impose any
additional liability on any other Bank hereunder. The Banks shall have no
obligation to make Term Loans-C hereunder after the Term Loan-C Request Date.
The Term Loan-C Commitments are not revolving credit commitments and the
Borrower shall not have the right to borrow, repay and reborrow under this
Section 3.01(C).
3.02(C) Term Loan-C Requests. Except as otherwise provided herein, the
Borrower may from time to time prior to the Term Loan-C Request Date request the
Banks to make Term Loans-C by the delivery to the Agent, not later than
10:00 a.m. Pittsburgh time, (i) two (2) Business Days prior to the proposed
Borrowing Date with respect to the making of a Term Loan-C to which the Euro-
Rate Option applies or the conversion to or the renewal of the Euro-Rate Option
for any Term Loan-C; and (ii) one (1) Business Day prior to either the proposed
Borrowing Date with respect to the making of a Term Loan-C to which the Base
Rate Option applies or the last day of the preceding Interest Period with
respect to the conversion to the Base Rate Option for any Term Loan-C, of a duly
completed Loan Request in the form of Exhibit D hereto. Each Loan Request shall
be irrevocable and shall specify (i) the proposed Borrowing Date; (ii) the
aggregate amount of the proposed Term Loan-C comprising each Borrowing Tranche,
which shall be in integral multiples of $500,000 and no less than $1,000,000 for
each Borrowing Tranche to which the Euro-Rate Option applies and not less than
$1,000,000 for Term Loans-C or the maximum amount available for Term Loans-C to
which the Term Loan Base Rate Option applies; (iii) whether the Euro-Rate Option
or Base Rate Option shall apply to the proposed Term Loan-C comprising the
Borrowing Tranche; and (iv) in the case of a Borrowing Tranche to which the
Euro-Rate Option applies, an appropriate Interest Period for the proposed Term
Loan-C comprising such Borrowing Tranche.
3.03(C) Making Term Loans-C. The Agent shall, promptly after receipt
of a Loan Request pursuant to Section 3.02(C), notify the Banks of its receipt
of such Loan Request specifying: (i) the proposed Borrowing Date and the time
and method for disbursement of such Term Loan-C; (ii) the amount and type of
such Term Loan-C and the applicable Euro-Rate Interest Period (if any); and
(iii) the apportionment among the Banks of the Term Loan-C as determined by the
Agent in accordance with Section 3.01(C) hereof. Each Bank shall remit the
principal amount of each Term Loan-C to the Agent such that the Agent is able
to, and the Agent shall, to the extent the Banks have made funds available to it
for such purpose, fund such Term Loan-C to the Borrower in U.S. Dollars in
immediately available funds at the Principal Office prior to 2:00 p.m.
Pittsburgh time on the Borrowing Date, provided that if any Bank fails to remit
such funds to the Agent in a timely manner, the Agent may elect in its sole
discretion to fund with its own funds the Term Loan-C of such Bank on the
Borrowing Date.
-24-
<PAGE>
3.04(C) Term Loan-C Commitment Fee. Accruing from the Amendment No. 7
Closing Date until the Term Loan-C Request Date, the Borrower agrees to pay to
the Agent for the account of each Bank, as consideration for the Term Loan-C
Commitments hereunder, a nonrefundable commitment fee (the "Term Loan-C
Commitment Fee") equal to one quarter percent (1/4%) per annum (computed on the
basis of a year of 365 or 366 days and actual days elapsed) on the average daily
difference between the amount of the Term Loan-C Commitments and the principal
amount of Term Loans-C outstanding. All Term Loan-C Commitment Fees shall be
payable in arrears on the last Business Day of each fiscal quarter of the
Borrower after the Amendment No. 7 Closing Date, on the Term Loan-C Request Date
and upon any acceleration of the Notes.
3.05(C) Term Loan-C Note. The obligation of the Borrower to repay the
unpaid principal amount of the Term Loans-C made to it by each Bank, together
with interest thereon, shall be evidenced by a promissory note of the Borrower
dated the Amendment No. 7 Closing Date in substantially the form attached to
Amendment No. 7 as Exhibit A payable to the order of each Bank in the face
amount of the Term Loan-C Commitment of such Bank. The principal amount as
provided therein of each Term Note-C shall be payable in full on the Term Loan-C
Maturity Date.
3.06(C) Use of Proceeds. The proceeds of the Term Loans-C will be used
by the Borrower for capital expenditures.
-25-
<PAGE>
<TABLE>
<CAPTION>
SCHEDULE 1.01(a)
TO
CREDIT AGREEMENT
- -------------------------------------------------------------------------------------------
Banks
-----
Amount of Amount of Amount of Amount of
Commitment Commitment Commitment Commitment
for Revolving for Term for Term for Term Ratable
Bank Credit Loan (US$) Loans Loans-B Loans-C Share %
---- ----------------- ----- ------- ------- -------
<S> <C> <C> <C> <C> <C>
PNC Bank, $4,500,000.00 $5,673,333.33 $3,333,333.34 $3,333,333.34 33 1/3%
National
Association
CoreStates $4,500,000.00 $5,673,333.33 $3,333,333.34 $3,333,333.34 33 1/3%
Bank, N.A.
The Sumitomo $4,500,000.00 $5,673,333.33 $3,333,333.34 $3,333,333.34 33 1/3%
Bank, Limited
</TABLE>
-26-
<PAGE>
EXHIBIT (10.2)
AMENDMENT NO. 8 TO CREDIT AGREEMENT
-----------------------------------
This Amendment No. 8 to Credit Agreement is dated as of February 20,
1997, 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, Amendment No. 5 to Credit Agreement dated as of December 26,
1995, Amendment No. 6 to Credit Agreement dated as of March 28, 1996, and
Amendment No. 7 to Credit Agreement dated as of December 31, 1996 (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. Section 1.01 (Certain Definitions) of the Credit Agreement is
hereby amended by deleting the definition "Expiration Date" in its entirety and
inserting in lieu thereof the following:
Expiration Date shall mean, with respect to the Revolving
Credit Commitment, February 28, 1999 or such later date
determined pursuant to Section 2.10 hereof.
2. The effectiveness of this Amendment No. 8 is expressly
conditioned upon: (i) the Agent's receipt of counterparts of this Amendment
No. 8 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, certifying as to all action taken by the Borrower to authorize the
execution, delivery and performance of this Amendment No. 8.
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. 8 which are payable by the Borrower as provided in
Sections 10.05 and 11.03 of the Credit Agreement.
-27-
<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]
-28-
<PAGE>
[SIGNATURE PAGE 1 OF 1 TO AMENDMENT NO. 8 TO CREDIT AGREEMENT]
IN WITNESS WHEREOF, the parties hereto have executed this Amendment
No. 8 to Credit Agreement 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/ THOMAS P. JOYCE
--------------------------------
Title: Vice President and Manager
-----------------------------
By: /S/ GEORGE J. CERMINARA
--------------------------------
Title: Vice President
-----------------------------
-29-
<PAGE>
EXHIBIT (10.3)
AMENDMENT NO. 9 TO CREDIT AGREEMENT
-----------------------------------
This Amendment No. 9 to Credit Agreement is dated as of April 15,
1997, 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, Amendment No. 5 dated as of December 26, 1995, Amendment No. 6 dated as of
March 28, 1996, Amendment No. 7 dated as of December 31, 1996 and Amendment
No. 8 dated as of February 20, 1997 (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. Section 1.01(a) to the Credit Agreement is hereby deleted in
its entirety and a new Schedule 1.01(a) is inserted in lieu thereof in the form
attached hereto.
2. Exhibit D to the Credit Agreement (Form of Loan Request) is
hereby deleted in its entirety and a new Exhibit D is inserted in lieu thereof
in the form attached hereto.
3. The defined terms "Term Loan-B Commitment," "Term Loan-B
Commitment Fee," "Term Loan-B Maturity Date," "Term Loan-B Request Date," "Term
Loans-B," "Term Notes-B," "Term Loan-C Commitment," "Term Loan-C Commitment
Fee," "Term Loan-C Maturity Date," "Term Loan-C Request Date," "Term Loans-C,"
and "Term Notes-C" in Section 1.01 of the Credit Agreement are hereby deleted
in their entirety.
4. The defined terms "Commitment," "Fixed Charges," "Funded
Capital Expenditures," "Loan Request," "Loans," "Notes," "Term Loan Base Rate
Portion," and "Term Loan Euro-Rate Portion" in Section 1.01 of the Credit
Agreement are hereby deleted in their entirety and the following are inserted
in lieu thereof:
Commitment shall mean as to any Bank, the aggregate of
its Revolving Credit Commitment, Term Loan Commitment,
Term Loan (Combined) Commitment and Commitments shall mean
the aggregate of the Revolving Credit Commitments, Term
Loan Commitments and Term Loan (Combined) Commitments of
all of the Banks.
-30-
<PAGE>
Fixed Charges shall mean, for any period of determination,
the sum of interest expense, income tax expense, dividend
payments on capital stock (to the extent actually paid in
cash), scheduled principal installments on Indebtedness (as
adjusted for prepayments), capital expenditures and Rentals,
in each case of the Borrower and its Subsidiaries, for such
periods determined and consolidated in accordance with GAAP.
Funded Capital Expenditures shall mean, for any period of
determination, all capital expenditures of the Borrower and
its Subsidiaries, determined and consolidated in accordance
with GAAP, which are funded by Term Loans (Combined).
Loan Request shall mean a request for Revolving Credit
Loans made in accordance with Section 2.05 hereof or, with
respect to any of the Loans, a request to select, convert
to or renew a Euro-Rate Option in accordance with Section
4.02 hereof.
Loans shall mean all Revolving Credit Loans, Term Loans and
Term Loans (Combined), collectively, and Loan shall mean
any Revolving Credit Loan, Term Loan, Term Loan (Combined),
separately.
Notes shall mean the Revolving Credit Notes, the Term Notes
and the Term Notes (Combined).
Term Loan Base Rate Portion shall mean the portion of the
Term Loans and Term Loans (Combined) bearing interest at
any time under the Term Loan Base Rate Option.
Term Loan Euro-Rate Portion shall mean the portion of the
Term Loans and Term Loans (Combined) bearing interest at
any time under the Term Loan Euro-Rate Option.
5. The following defined terms are hereby inserted in alphabetical
order in Section 1.01 of the Credit Agreement:
Amendment No. 9 shall mean Amendment No. 9 to the Credit
Agreement dated as of April 15, 1997, by and among the
Borrower, the Agent and the Banks.
Amendment No. 9 Closing Date shall mean the date on which
all conditions to the effectiveness of Amendment No. 9 as
set forth in Section 14 of Amendment No. 9 are satisfied.
Amendment No. 9 Fee shall mean the fee paid by the
Borrower to the Agent pursuant to Section 14(f) of this
Amendment No. 9.
Term Loan (Combined) Commitment shall mean, as to any
Bank at any time, the amount initially set forth opposite
its name on Schedule 1.01(a) hereto in the column labeled
"Amount of Commitment for Term Loans (Combined)," and
thereafter on Schedule I to the most recent Assignment
and Assumption Agreement to which such Bank is a party
and Term Loan (Combined) Commitments shall mean the
aggregate Term Loan (Combined) Commitments of all the
Banks.
-31-
<PAGE>
Term Loan (Combined) Maturity Date shall mean December 31,
1999.
Term Loans (Combined) shall mean collectively all Term
Loans (Combined) made by the Banks to the Borrower under
Section 3.01(A) hereof, and Term Loan (Combined) shall
mean separately any Term Loan (Combined) made by any
Bank to the Borrower pursuant to Section 3.01(A) hereof.
Term Notes (Combined) shall mean collectively all Term
Notes (Combined) and Term Note (Combined) shall mean
separately any Term Note (Combined) of the Borrower,
in each case in the form of Exhibit A to Amendment
No. 9 which evidence the Term Loans (Combined), together
with all amendments, restatements, extensions, renewals,
replacements, refinancings or refundings thereof in
whole or in part.
6. Article III-B (Term Loans-B) and Article III-C (Term Loans-C)
are hereby deleted in their entirety and a new Article III-A (Term Loans
(Combined)) is hereby inserted immediately following Article III of the Credit
Agreement as set forth on Schedule 1 hereto.
7. Section 4.01 of the Credit Agreement is hereby amended by
deleting "Term Loans, Term Loans-B or Term Loans-C" in the fifth line thereof,
and inserting in lieu thereof "Term Loans or Term Loans (Combined)".
8. Section 4.01(b) of the Credit Agreement is hereby amended by
deleting "the Term Loans, the Term Loans-B or Term Loans-C" in the third line
thereof and inserting in lieu thereof "the Term Loans and the Term Loans
(Combined)".
9. Clause (y) of Section 5.04 of the Credit Agreement is hereby
deleted in its entirety and the following is inserted in lieu thereof:
(y) a statement indicating the application of the
prepayment between the Revolving Credit Loans, the
Term Loans and the Term Loans (Combined); and
10. The third sentence of the last paragraph of Section 5.04 of the
Credit Agreement is hereby deleted in its entirety and the following is inserted
in lieu thereof:
All Term Loan and Term Loan (Combined) prepayments
permitted pursuant to this Section 5.04 shall be
applied to the unpaid installments of principal of
the Term Loans or Term Loans (Combined), as the case
may be, in the inverse order of scheduled maturities.
11. Section 8.02(k) of the Credit Agreement (Capital Expenditures,
Including Capitalized Leases) is hereby deleted in its entirety and the
following is inserted in lieu thereof:
(k) Capital Expenditures, Including Capitalized Leases.
The Borrower shall not make any payments in the
aggregate for any of the fiscal years set forth below
on account of the purchase or lease of any assets
which if purchased would constitute fixed assets or
which if leased would constitute a Capitalized Lease
in excess of the following:
-32-
<PAGE>
Fiscal Year Ending Aggregate Permitted Amount
------------------ --------------------------
September 30, 1997 $12,000,000
September 30, 1998 $ 4,000,000
and each fiscal year
thereafter
12. Section 8.02(l) of the Credit Agreement (Minimum Fixed Charge
Coverage Ratio) is hereby deleted in its entirety and the following is inserted
in lieu thereof:
(1) Minimum Fixed Charge Coverage Ratio. The Borrower
shall not permit the Fixed Charge Coverage Ratio,
calculated as of the end of each fiscal quarter for the
four (4) fiscal quarters then ended to be less than
the ratio set forth below for the period specified
below:
Period Ratio
------ -----
4/02/97 through 9/30/99 .90:1.0
10/01/99 and thereafter 1.0:1.0
Notwithstanding the foregoing, for the fiscal quarter
ending 4/02/97 only, in calculating the Fixed Charge
Coverage Ratio, Funded Capital Expenditures shall be
excluded from the calculation of Consolidated Cash
Flow From Operations and capital expenditures shall be
excluded from the definition of Fixed Charges.
13. Section 5.06 (Mandatory Prepayments) is hereby amended by
deleting "the Term Loans then outstanding," in the fourth and fifth line thereof
and inserting in lieu thereof "first the Term Loans (Combined) then outstanding
and then the Term Loans then outstanding, in either case."
14. The effectiveness of this Amendment No. 9 is expressly
conditioned upon: (a) the Agent's receipt of counterparts of this Amendment
No. 9 duly executed by the Borrower and each of the Banks; (b) each of the Banks
having received a duly executed Term Note (Combined) in the form of Exhibit A
hereto; (c) the Agent's receipt of a certificate signed by the Secretary or
Assistant Secretary of the Borrower, dated the Amendment No. 9 Closing Date,
certifying as to all action taken by the Borrower to authorize execution,
delivery and performance of this Amendment No. 9; (d) a written opinion of
Ballard Spahr Andrews & Ingersoll, counsel for the Borrower, dated the Amendment
No. 9 Closing Date and in form and substance satisfactory to the Agent and its
counsel as to such matters incident to the transactions contemplated hereby as
the Agent may reasonably request; (e) receipt of waiver of any existing defaults
by the holders of any other existing Indebtedness; and (f) the receipt by each
of the Banks of an amendment fee in the amount of $25,000.00.
15. 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 in Article VIII
or elsewhere in the Credit Agreement; and no Event of Default or Potential
Default has occurred and is continuing.
-33-
<PAGE>
16. The Borrower hereby agrees to reimburse the Agents and the
Banks on demand for all reasonable costs, expenses and disbursements relating to
this Amendment No. 9 which are payable by the Borrower as provided in Sections
10.05 and 11.03 of the Credit Agreement.
17. 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.
18. 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.
19. 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]
-34-
<PAGE>
IN WITNESS WHEREOF, the parties hereto have executed this Amendment
No. 9 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/ THOMAS P. JOYCE
--------------------------------
Title: Vice President and Manager
-----------------------------
By: /S/ GEORGE J. CERMINARA
--------------------------------
Title: Vice President
-----------------------------
-35-
<PAGE>
SCHEDULE 1
ARTICLE III-A
TERM LOANS (COMBINED)
---------------------
3.01(A) Term Loan (Combined) Borrowings. Subject to the terms and
conditions of the Credit Agreement and Amendment No. 9, and relying upon the
representations and warranties of the Credit Agreement and Amendment No. 9, each
Bank severally agrees to combine the outstanding term loans made pursuant to
Amendment No. 5 and Amendment No. 7 into a term loan (combined) (collectively,
the "Term Loans (Combined)") in the amount of such Bank's Term Loan (Combined)
Commitment. The Term Loan (Combined) Commitments are not revolving credit
commitments and the Borrower shall not have the right to borrow, repay and
reborrow under this Section 3.01(A).
3.02(A) Term Loan (Combined) Note. The obligation of the Borrower to
repay the unpaid principal amount of the Term Loan (Combined) made to it by each
Bank, together with interest thereon, shall be evidenced by a promissory note of
the Borrower dated the Amendment No. 9 Closing Date in substantially the form
attached to Amendment No. 9 as Exhibit A payable to the order of each Bank in
the face amount of the outstanding Term Loan (Combined) Commitment of such Bank.
The aggregate principal amount of the Term Notes (Combined) shall be payable in
three (3) quarterly installments of Seven Hundred Fourteen Thousand Two Hundred
Eight-Five Dollars ($714,285) on the last Business Day of each of March, June
and September, 1999, with a final installment of Seventeen Million Eight Hundred
Fifty-Seven Thousand One Hundred Forty-Five Dollars ($17,857,145) on the Term
Loan (Combined) Maturity Date. The Term Notes (Combined) shall also be payable
in full upon any acceleration of such Notes.
-36-
<PAGE>
<TABLE>
<CAPTION>
SCHEDULE 1.01(a)
TO
CREDIT AGREEMENT
- -----------------------------------------------------------------------------------
Banks
-----
Amount of Amount of Amount of
Commitment Commitment Commitment
for Revolving for Term for Term Ratable
Bank Credit Loan (US$) Loans Loans Share %
- ---- ----------------- ----- (Combined) -------
----------
<S> <C> <C> <C> <C>
PNC Bank, $4,500,000.00 $5,673,333.33 $6,666,666.68 33 1/3%
National
Association
CoreStates $4,500,000.00 $5,673,333.33 $6,666,666.66 33 1/3%
Bank, N.A.
The Sumitomo $4,500,000.00 $5,673,333.33 $6,666,666.66 33 1/3%
Bank, Limited
</TABLE>
-37-
<PAGE>
EXHIBIT (10.4)
WAIVER AND SECOND AMENDMENT TO NOTE AGREEMENT
Reference is made to the Note Agreement dated as of October 1, 1988 (as
amended, the "Note Agreement") between Uni-Marts, Inc. (The "Company") and
Massachusetts Mutual Life Insurance Company, Northern Life Insurance Company,
Northwestern National Life Insurance Company, American Investors Life Insurance
Company, The North Atlantic Life Insurance Company of America, and Commercial
Union Life Insurance Company (together, the "Holders").
WHEREAS, the Company has advised the Holders that the Company has failed to
comply with Section 5.8A of the Note Agreement during the quarter ended
January 2, 1997 and the quarter ending April 3, 1997;
WHEREAS, the Company represents and warrants to the Holders that, after giving
effect of this Waiver and Second Amendment, no Default or Event of Default
shall be outstanding under the Note Agreement; and
WHEREAS, at the Company's request, the Company and the Holders are desirous of
waiving the Events of Default occasioned by the Company's noncompliance with
Section 5.8A of the Note Agreement and of amending said Section 5.8A.
NOW THEREFORE, the Company and the Holders agree as follows:
1. The Events of Default caused by the Company's noncompliance with
Section 5.8A of the Note Agreement during the first quarter ended
January 2, 1997 and the fiscal quarter ending on April 3, 1997 are hereby
waived.
2. Section 5.8A of the Note Agreement is hereby amended in its entirety to
read as follows:
5.8A Fixed Charge Coverage. The Company will at all times keep
and maintain Net Income Available for Fixed Charges for the immediately
preceding four fiscal quarters at not less than 125% of Fixed Charges
for such four fiscal quarters; provided, however, that with respect to
the four fiscal quarter periods ending, respectively, on January 2,
1997 and April 3, 1997, the Company will at all times keep and
maintain Net Income Available for Fixed Charges for the immediately
preceding four fiscal quarters at not less than 115% of Fixed Charges.
3. The capitalized terms used herein shall have the respective meanings
specified in the Note Agreement unless otherwise defined herein or if the
context hereof shall otherwise require.
4. Except as amended herein, the terms and provisions of the Note Agreement
are hereby ratified, confirmed and approved in all respects.
5. The effectiveness of this Waiver and Second Amendment is expressly
conditioned on the accuracy of the Company's representations and warranties
set forth above.
6. This document shall be dated as of January 21, 1997.
-38-
<PAGE>
ACCEPTED AND AGREED TO:
UNI-MARTS, INC. MASSACHUSETTS MUTUAL LIFE
INSURANCE COMPANY
/S/ J. KIRK GALLAHER /S/ MARK A. AHMED
- ------------------------------- ------------------------------
By: J. Kirk Gallaher By: Mark A. Ahmed
Its: Executive V.P. Its: Managing Director
NORTHERN LIFE RELIASTAR LIFE INSURANCE
INSURANCE COMPANY COMPANY F/K/A/
NORTHWESTERN NATIONAL LIFE
INSURANCE COMPANY
/S/ JAMES V. WITTICH /S/ JAMES V. WITTICH
- ------------------------------- ------------------------------
By: James V. Wittich By: James V. Wittich
Its: Assistant Treasurer Its: Authorized Representative
AMERICAN INVESTORS LIFE RELIASTAR BANKERS SECURITY
INSURANCE COMPANY LIFE INSURANCE COMPANY as
Successor by Merger to NORTH
ATLANTIC LIFE INSURANCE
COMPANY OF AMERICA
/S/ JAMES V. WITTICH
- ------------------------------- ------------------------------
By: By: James V. Wittich
Its: Its: Vice President
COMMERCIAL UNION LIFE
INSURANCE COMPANY
- -------------------------------
By:
Its:
-39-
<PAGE>
EXHIBIT (10.5)
THIRD AMENDMENT TO NOTE AGREEMENT
Reference is made to the Note Agreement dated as of October 1, 1988 (as
amended, the "Note Agreement") between Uni-Marts, Inc. (The "Company") and
Massachusetts Mutual Life Insurance Company, Northern Life Insurance Company,
Northwestern National Life Insurance Company, American Investors Life Insurance
Company, The North Atlantic Life Insurance Company of America, and Commercial
Union Life Insurance Company (together, the "Holders").
WHEREAS, the Company has advised the Holders that the Company has failed to
comply with Section 5.8A of the Note Agreement during the quarter ended
April 3, 1997 and has requested that Section 5.8A of the Note Agreement be
amended;
WHEREAS, the Company represents and warrants to the Holders that, after giving
effect of this Third Amendment, no Default or Event of Default shall be
outstanding under the Note Agreement; and
WHEREAS, at the Company's request, the Company and the Holders are desirous of
amending Section 5.8A of the Note Agreement.
NOW THEREFORE, the Company and the Holders agree as follows:
1. Section 5.8A of the Note Agreement is hereby amended in its entirety to
read as follows:
5.8A Fixed Charge Coverage. The Company will at all times keep
and maintain Net Income Available for Fixed Charges for the immediately
preceding four fiscal quarters at not less than 125% of Fixed Charges
for such four fiscal quarters; provided, however, that with respect to
the four fiscal quarter period ending on January 2, 1997, the Company
will at all times keep and maintain Net Income Available for Fixed
Charges for the immediately preceding four fiscal quarters at not less
than 115% of Fixed Charges; and provided, further, that with respect to
the four fiscal quarter period ending on April 3, 1997, the Company will
at all times keep and maintain Net Income Available for Fixed Charges
for the immediately preceding four fiscal quarters at not less than 100%
of Fixed Charges.
2. The capitalized terms used herein shall have the respective meanings
specified in the Note Agreement unless otherwise defined herein or if the
context hereof shall otherwise require.
3. Except as amended herein, the terms and provisions of the Note Agreement
are hereby ratified, confirmed and approved in all respects.
4. The effectiveness of this Third Amendment is expressly conditioned on the
accuracy of the Company's representations and warranties set forth above.
5. This document shall be dated as of April 18, 1997.
-40-
<PAGE>
ACCEPTED AND AGREED TO:
UNI-MARTS, INC. MASSACHUSETTS MUTUAL LIFE
INSURANCE COMPANY
/S/ J. KIRK GALLAHER /S/ MARK A. AHMED
- ------------------------------- ------------------------------
By: J. Kirk Gallaher By: Mark A. Ahmed
Its: Executive V.P. Its: Managing Director
NORTHERN LIFE RELIASTAR LIFE INSURANCE
INSURANCE COMPANY COMPANY F/K/A/
NORTHWESTERN NATIONAL LIFE
INSURANCE COMPANY
/S/ JAMES V. WITTICH /S/ JAMES V. WITTICH
- ------------------------------- ------------------------------
By: James V. Wittich By: James V. Wittich
Its: Assistant Treasurer Its: Authorized Representative
AMERICAN INVESTORS LIFE RELIASTAR BANKERS SECURITY
INSURANCE COMPANY LIFE INSURANCE COMPANY as
Successor by Merger to NORTH
ATLANTIC LIFE INSURANCE
COMPANY OF AMERICA
/S/ JAMES V. WITTICH
- ------------------------------- ------------------------------
By: By: James V. Wittich
Its: Its: Vice President
COMMERCIAL UNION LIFE
INSURANCE COMPANY
- -------------------------------
By:
Its:
-41-
<PAGE>
<TABLE>
EXHIBIT (11)
STATEMENT REGARDING COMPUTATION OF PER SHARE EARNINGS (LOSS):
(A) Computation of the weighted average number of shares of common stock
outstanding for the periods indicated:
<CAPTION>
QUARTERS ENDED APRIL 3, 1997 AND APRIL 4, 1996
WEIGHTED
SHARES OF NUMBER OF DAYS NUMBER OF SHARES
COMMON STOCK OUTSTANDING SHARE DAYS OUTSTANDING
------------ -------------- ------------- -----------
<S> <C> <C> <C> <C>
Quarter Ended April 3, 1997
- ---------------------------
January 2 - April 3 6,636,450 91 603,916,967
Treasury Stock Purchases ( 10,557) Various ( 647,328)
Shares Issued 12,248 Various 595,069
--------- -----------
6,638,141 603,864,708 6,635,876
========= =========== =========
Quarter Ended April 4, 1996
- ---------------------------
January 4 - 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
========= =========== =========
<CAPTION>
TWO QUARTERS ENDED APRIL 3, 1997 AND APRIL 4, 1996
WEIGHTED
SHARES OF NUMBER OF DAYS NUMBER OF SHARES
COMMON STOCK OUTSTANDING SHARE DAYS OUTSTANDING
------------ -------------- ------------- -----------
<S> <C> <C> <C> <C>
Period Ended April 3, 1997
- --------------------------
October 1 - April 3 6,658,487 185 1,231,820,076
Treasury Stock Purchases ( 47,939) Various ( 6,502,222)
Shares Issued 27,593 Various 2,937,187
--------- -------------
6,638,141 1,228,255,041 6,639,216
========= ============= =========
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
========= ============= =========
</TABLE>
-42-
<PAGE>
<TABLE>
(B) Computation of Earnings (Loss) Per Share:
<CAPTION>
QUARTER ENDED TWO QUARTERS ENDED
April 3, April 4, April 3, April 4,
1997 1996 1997 1996
---------- ---------- ---------- ----------
<S> <C> <C> <C> <C>
Primary:
Weighted average shares
outstanding 6,635,876 6,477,062 6,639,216 6,421,010
Net effect of dilutive stock
options - based on the
treasury stock method 0 249,448 0 254,295
---------- ---------- ---------- ----------
Total 6,635,876 6,726,510 6,639,216 6,675,305
---------- ---------- ---------- ----------
Net (loss) earnings ($1,016,274) $ 254,278 ($ 966,619) $1,652,506
---------- ---------- ---------- ----------
Per share amount ($ 0.15) $ 0.04 ($ 0.15) $ 0.25
========== ========== ========== ==========
</TABLE>
-43-
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE BALANCE
SHEET DATED APRIL 3, 1997 AND THE STATEMENT OF EARNINGS FOR THE QUARTER ENDED
APRIL 3, 1997 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-30-1997
<PERIOD-START> OCT-01-1996
<PERIOD-END> APR-03-1997
<CASH> 5,779,228
<SECURITIES> 477,313
<RECEIVABLES> 3,915,740
<ALLOWANCES> 108,900
<INVENTORY> 19,016,594
<CURRENT-ASSETS> 32,629,868
<PP&E> 121,961,517
<DEPRECIATION> 43,927,200
<TOTAL-ASSETS> 117,711,941
<CURRENT-LIABILITIES> 29,405,487
<BONDS> 48,152,039
0
0
<COMMON> 728,591
<OTHER-SE> 33,690,540
<TOTAL-LIABILITY-AND-EQUITY> 117,711,941
<SALES> 169,619,513
<TOTAL-REVENUES> 170,824,628
<CGS> 128,150,487
<TOTAL-COSTS> 172,323,147
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 52,000
<INTEREST-EXPENSE> 2,012,756
<INCOME-PRETAX> (1,498,519)
<INCOME-TAX> (531,900)
<INCOME-CONTINUING> (966,619)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (966,619)
<EPS-PRIMARY> (0.15)
<EPS-DILUTED> (0.15)
</TABLE>
