<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 March 30, 2000
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[ ] 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
----- -----
7,007,351 Common Shares were outstanding at May 4, 2000.
This Document Contains 19 Pages.
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UNI-MARTS, INC. AND SUBSIDIARY
INDEX
PART I. FINANCIAL INFORMATION PAGE(S)
- ------------------------------
Item 1. Financial Statements
Condensed Consolidated Balance Sheets -
March 30, 2000 and September 30, 1999 3-4
Condensed Consolidated Statements of Operations -
Quarter Ended and Two Quarters Ended
March 30, 2000 and April 1, 1999 5
Condensed Consolidated Statements of Cash Flows -
Two Quarters Ended March 30, 2000 and April 1, 1999 6-7
Notes to Condensed 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
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Item 4. Submission of Matters to a Vote of Security Holders 14
Item 6. Exhibits and Reports on Form 8-K 15-17
Exhibit Index 19
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<TABLE>
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
UNI-MARTS, INC. AND SUBSIDIARY
CONDENSED CONSOLIDATED BALANCE SHEETS
<CAPTION>
March 30, September 30,
2000 1999
------------ -------------
(Unaudited)
ASSETS
<S> <C> <C>
CURRENT ASSETS:
Cash $ 766,937 $ 1,944,358
Accounts receivable - less allowances of
$295,900 and $288,000 3,809,777 2,524,734
Inventories 11,824,835 11,737,029
Prepaid and current deferred taxes 2,047,462 2,079,155
Property held for sale 1,697,970 1,410,810
Prepaid expenses and other 1,230,106 1,099,484
Loan due from officer - current portion 60,000 60,000
----------- -----------
TOTAL CURRENT ASSETS 21,437,087 20,855,570
PROPERTY, EQUIPMENT AND IMPROVEMENTS -
at cost, less accumulated depreciation and
amortization of $51,551,500 and
$50,424,700 61,394,579 61,713,278
LOAN DUE FROM OFFICER 480,000 480,000
NET INTANGIBLE AND OTHER ASSETS 4,815,128 5,425,771
----------- -----------
TOTAL ASSETS $88,126,794 $88,474,619
=========== ===========
</TABLE>
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<TABLE>
UNI-MARTS, INC. AND SUBSIDIARY
CONDENSED CONSOLIDATED BALANCE SHEETS
(CONTINUED)
<CAPTION>
March 30, September 30,
2000 1999
------------ -------------
(Unaudited)
<S> <C> <C>
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable $ 9,993,309 $10,967,476
Gas taxes payable 1,951,669 2,183,410
Accrued expenses 5,072,718 5,222,855
Credit line payable 3,000,000 1,800,000
Current maturities of long-term debt 1,041,733 958,811
Current obligations under capital leases 371,361 264,310
----------- -----------
TOTAL CURRENT LIABILITIES 21,430,790 21,396,862
LONG-TERM DEBT, less current maturities 33,667,100 33,264,639
OBLIGATIONS UNDER CAPITAL LEASES,
less current maturities 1,000,861 875,977
DEFERRED TAXES 2,384,600 2,561,500
DEFERRED INCOME AND OTHER LIABILITIES 2,018,110 2,429,835
COMMITMENTS AND CONTINGENCIES
STOCKHOLDERS' EQUITY:
Common Stock, par value $.10 per share:
Authorized 15,000,000 shares
Issued 7,357,717 and 7,327,088
shares, respectively 735,772 732,709
Additional paid-in capital 23,878,694 24,030,665
Retained earnings 5,234,061 5,646,956
----------- -----------
29,848,527 30,410,330
Less treasury stock, at cost - 354,995
and 400,962 shares of Common Stock,
respectively ( 2,223,194) ( 2,464,524)
----------- -----------
27,625,333 27,945,806
----------- -----------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $88,126,794 $88,474,619
=========== ===========
</TABLE>
See notes to consolidated financial statements
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<TABLE>
UNI-MARTS, INC. AND SUBSIDIARY
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
<CAPTION>
QUARTER ENDED TWO QUARTERS ENDED
March 30, April 1, March 30, April 1,
2000 1999 2000 1999
----------- ----------- ------------ ------------
<S> <C> <C> <C> <C>
REVENUES:
Merchandise sales $35,406,199 $34,687,471 $ 71,898,832 $ 70,085,958
Gasoline sales 32,566,295 21,752,935 66,044,921 47,074,310
Other income 661,693 786,970 931,669 1,216,133
----------- ----------- ------------ ------------
68,634,187 57,227,376 138,875,422 118,376,401
----------- ----------- ------------ ------------
COSTS AND EXPENSES:
Cost of sales 53,310,333 41,529,327 107,089,711 85,499,089
Selling 12,347,415 13,337,200 24,422,519 26,554,478
General and administrative 1,608,790 1,902,559 3,161,861 3,682,406
Depreciation and amortization 1,446,614 1,512,034 2,878,718 3,084,695
Interest 984,198 973,648 1,912,408 1,982,551
Provision for asset impairment 0 100,000 0 100,000
----------- ----------- ------------ -----------
69,697,350 59,354,768 39,465,217 20,903,219
----------- ----------- ------------ ------------
LOSS BEFORE INCOME TAXES ( 1,063,163) ( 2,127,392) ( 589,795) ( 2,526,818)
INCOME TAX BENEFIT ( 318,900) ( 698,700) ( 176,900) ( 809,000)
------------ ----------- ------------ ------------
NET LOSS ($ 744,263) ($ 1,428,692) ($ 412,895) ($ 1,717,818)
=========== =========== ============ ============
NET LOSS PER SHARE ($ 0.11) ($ 0.21) ($ 0.06) ($ 0.25)
=========== =========== ============ ============
WEIGHTED AVERAGE NUMBER OF
COMMON SHARES OUTSTANDING 6,982,280 6,877,076 6,962,618 6,871,276
=========== =========== ============ ============
</TABLE>
See notes to consolidated financial statements
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<TABLE>
UNI-MARTS, INC. AND SUBSIDIARY
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
<CAPTION>
TWO QUARTERS ENDED
March 30, April 1,
2000 1999
------------ ------------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Cash received from customers and others $137,299,458 $117,223,077
Cash paid to suppliers and employees ( 136,423,702) ( 118,334,348)
Dividends and interest received 38,405 75,691
Interest paid ( 1,790,370) ( 2,118,531)
Income taxes received (paid) 31,693 ( 15,067)
------------ ------------
NET CASH USED BY OPERATING ACTIVITIES ( 844,516) ( 3,169,178)
CASH FLOWS FROM INVESTING ACTIVITIES:
Receipts from sale of capital assets 425,073 1,500,122
Purchase of property, equipment and
Improvements ( 3,093,957) ( 1,341,418)
Note receivable from officer 0 40,388
Cash advanced for intangible and other
Assets ( 61,318) ( 807,912)
Cash received for intangible and other
Assets 542,384 112,840
------------ ------------
NET CASH USED BY INVESTING ACTIVITIES ( 2,187,818) ( 495,980)
CASH FLOWS FROM FINANCING ACTIVITIES:
Borrowing on line of credit 1,200,000 200,000
Additional long-term borrowings 1,333,658 0
Principal payments on debt ( 681,039) ( 532,997)
Purchases of treasury stock 0 ( 6,529)
Proceeds from issuance of common stock 2,294 0
------------ ------------
NET CASH PROVIDED (USED) BY FINANCING
ACTIVITIES 1,854,913 ( 339,526)
------------ ------------
NET DECREASE IN CASH ( 1,177,421) ( 4,004,684)
CASH:
Beginning of period 1,944,358 5,838,318
------------ ------------
End of period $ 766,937 $ 1,833,634
============ ============
</TABLE>
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<TABLE>
UNI-MARTS, INC. AND SUBSIDIARY
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(CONTINUED)
(Unaudited)
<CAPTION>
TWO QUARTERS ENDED
March 30, April 1,
2000 1999
----------- ------------
<S> <C> <C>
RECONCILIATION OF NET LOSS TO NET CASH USED
BY OPERATING ACTIVITIES:
NET LOSS ($ 412,895) ($1,717,818)
ADJUSTMENTS TO RECONCILE NET LOSS TO NET CASH
USED BY OPERATING ACTIVITIES:
Depreciation and amortization 2,878,718 3,084,695
Loss (gain) on sale of capital assets and other 106,109 ( 276,212)
Provision for asset impairment 0 100,000
Changes in assets and liabilities:
(Increase) decrease in:
Accounts receivable ( 1,285,043) 314,187
Inventories ( 87,806) ( 337,001)
Prepaid expenses ( 130,622) 223,972
Increase (decrease) in:
Accounts payable and accrued expenses ( 1,356,045) ( 3,378,892)
Deferred income taxes and other
Liabilities ( 556,932) ( 1,182,109)
---------- ----------
TOTAL ADJUSTMENTS TO NET LOSS ( 431,621) ( 1,451,360)
---------- ----------
NET CASH USED BY OPERATING ACTIVITIES ($ 844,516) ($3,169,178)
========== ==========
</TABLE>
See notes to consolidated financial statements
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<PAGE>
UNI-MARTS, INC. AND SUBSIDIARY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
A. FINANCIAL STATEMENTS:
The consolidated balance sheet as of March 30, 2000, the consolidated
statements of operations and the consolidated statements of cash flows
for the two quarters ended March 30, 2000 and April 1, 1999 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 March 30, 2000 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, 1999.
Certain reclassifications have been made to the September 30, 1999
financial statements to conform to classifications used in fiscal year
2000. 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:
March 30, September 30,
2000 1999
---------- -------------
Goodwill $5,703,132 $5,803,443
Lease acquisition costs 674,570 674,570
Other intangible assets 26,170 99,111
Other assets 1,014,410 1,483,038
---------- ----------
7,418,282 8,060,162
Less accumulated amortization 2,603,154 2,634,391
---------- ----------
$4,815,128 $5,425,771
========== ==========
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. 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.
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C. SHORT-TERM CREDIT FACILITIES:
The Company has a short-term credit facility which is a secured $10.0
million revolving loan agreement with $3.0 million reserved for letters
of credit. Borrowings of $3.0 million and letters of credit of $3.0
million were outstanding at March 30, 2000. This facility bears interest
at a floating rate of LIBOR plus 3.75%. The interest rate at March 30,
2000 was 9.655%. The revolving credit facility was renewed on December
31, 1999 for nine months. On April 20, 2000, amounts outstanding under
this facility were repaid with borrowings from a new revolving credit
facility. (See Note F)
D. LONG-TERM DEBT:
March 30, September 30,
2000 1999
----------- -------------
Mortgage Loan. Principal and interest will
be paid in 220 monthly installments. The
loan bears interest at a rate of 9.08%. $33,361,884 $33,630,236
Mortgage Loans. Principal and interest
are paid in monthly installments. The loans
expire in 2009 and 2010. Interest ranges
from the prime rate to the prime rate plus
0.5%. The blended interest rate at
March 30, 2000 was 8.99%. 1,067,274 208,661
Equipment Loan. Principal and interest are
paid in monthly installments. The loan
expires in 2001 and bears interest at the
prime rate plus 1.5%. The interest rate at
March 30, 2000 was 9.75%. 279,675 384,553
----------- -----------
34,708,833 34,223,450
Less current maturities 1,041,733 958,811
----------- -----------
$33,667,100 $33,264,639
=========== ===========
The mortgage loans are collateralized by $49,629,400 of property, at
cost. See Footnote F "Subsequent Events" for information regarding
additional long-term debt which closed on April 21, 2000.
E. CONTINGENCIES:
Litigation -- The Company is involved in litigation and other legal
matters which have arisen in the normal course of business. Although the
ultimate results of these matters are not currently determinable,
management does not expect that they will have a material adverse effect
on the Company's consolidated financial position, results of operations
or cash flows.
-9-
<PAGE>
F. SUBSEQUENT EVENTS:
On April 20, 2000, the Company terminated their $10 million revolving
loan agreement with a bank and repaid amounts outstanding under this
facility with borrowings from a $10 million revolving loan agreement with
a new bank. (See Note C)
On April 21, 2000, the Company purchased the operating assets and
business of Orloski Service Station, Inc. and its affiliates ("OSSI") for
approximately $42.4 million in cash and assumption of debt. OSSI was the
operator of a 43-store chain of convenience stores and gasoline
dispensing stations in northeastern Pennsylvania. The transaction will
be accounted for using the purchase method of accounting with the
purchase price being allocated based upon the values of the individual
assets acquired. Among the assets acquired were 39 fee properties. The
transaction was financed with loans aggregating $39.7 million through
Franchise Finance Corporation of America ("FFCA"). The loans closed on
April 21, 2000 and consist of two mortgage loans and two equipment loans.
The two mortgage loans will be amortized over 20 years and bear interest
at a variable rate of 9.88% and a fixed rate of 10.39%. The two equipment
loans will be amortized over ten years and bear interest at a variable
rate of 9.88% and a fixed rate of 10.73%. Provisions of the FFCA loan
agreements require the Company's maintenance of certain covenants
related to minimum net worth and fixed charge coverage ratios.
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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
March 30, April 1, March 30, April 1,
2000 1999 2000 1999
---------- --------- ---------- ---------
<S> <S> <C> <C> <C>
Revenues:
Merchandise sales 51.6% 60.6% 51.8% 59.2%
Gasoline sales 47.4 38.0 47.5 39.8
Other income 1.0 1.4 0.7 1.0
----- ----- ----- -----
Total revenues 100.0 100.0 100.0 100.0
Cost of sales 77.7 72.6 77.1 72.2
----- ----- ----- -----
Gross profit:
Merchandise (as a percentage of
merchandise sales) 33.1 33.8 33.7 35.5
Gasoline (as a percentage of
gasoline sales) 9.0 14.7 10.0 14.5
Total gross profit 22.3 27.4 22.9 27.8
Costs and expenses:
Selling 18.0 23.3 17.6 22.4
General and administrative 2.3 3.3 2.3 3.1
Depreciation and amortization 2.1 2.6 2.0 2.6
Interest 1.4 1.7 1.4 1.7
Provision for asset impairment 0.0 0.2 0.0 0.1
----- ----- ----- -----
Total expenses 23.8 31.1 23.3 29.9
Loss before income taxes ( 1.5) ( 3.7) ( 0.4) ( 2.1)
Income tax benefit ( 0.4) ( 1.2) ( 0.1) ( 0.7)
----- ----- ----- -----
Net loss ( 1.1)% ( 2.5)% ( 0.3)% ( 1.4)%
===== ===== ===== =====
OPERATING DATA (CONVENIENCE STORES ("C-STORES") ONLY):
Average, per store, for stores open two
full comparable periods:
Merchandise sales $ 136,100 $ 130,837 $ 277,683 $ 263,415
Gasoline sales $ 170,008 $ 106,418 $ 342,771 $ 231,627
Gallons of gasoline sold 146,515 148,593 309,584 312,154
Total gallons of gasoline sold 27,963,860 29,461,401 59,548,712 61,910,162
Gross profit per gallon of
gasoline $ 0.105 $ 0.102 $ 0.111 $ 0.105
C-Stores at beginning of period 224 254 234 256
C-Stores added 0 0 0 0
C-Stores closed 1 11 3 12
C-Stores converted to Choice
locations 0 0 8 1
C-Stores at end of period 223 243 223 243
Company-operated stores 215 232 215 232
Franchisee-operated stores 8 11 8 11
Choice Cigarette Discount Outlets 31 21 31 21
Locations with self-service gasoline 193 197 193 197
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RESULTS OF OPERATIONS:
Matters discussed below should be read in conjunction with "Statements of
Operations Data" and "Operating Data (Convenience Stores Only)" on the
preceding pages. Certain statements contained in this report are forward
looking, such as statements regarding the Company's plans and strategies or
future financial performance. Although the Company believes that its
expectations are based on reasonable assumptions within the bounds of its
knowledge, investors and prospective investors are cautioned that such
statements are only projections and that actual events or results may differ
materially from those expressed in any such forward-looking statements. In
addition to the factors discussed elsewhere in this report, the Company's
actual consolidated quarterly or annual operating results have been affected
in the past, or could be affected in the future, by additional factors,
including, without limitation, general economic, business and market
conditions; environmental, tax and tobacco legislation or regulation;
volatility of gasoline prices, margins and supplies; merchandising margins;
customer traffic; weather conditions; labor costs and the level of capital
expenditures.
QUARTERS ENDED MARCH 30, 2000 AND APRIL 1, 1999
- -----------------------------------------------
Total revenues in the quarter ended March 30, 2000 were $68.6 million compared
to total revenues of $57.2 million in the quarter ended April 1, 1999, an
increase of $11.4 million, or 19.9%. As discussed below, this increase is
primarily the result of higher retail prices per gallon of gasoline sold. The
Company closed one underperforming store during the quarter ended March 30,
2000. The Company operated 223 convenience stores and 31 Choice Cigarette
Discount Outlets ("Choice") at March 30, 2000. Although the Company operated
ten fewer stores at March 30, 2000 than it operated a year earlier,
merchandise sales in the second quarter of fiscal year 2000 increased
$719,000, or 2.1%, in comparison to the same quarter of fiscal year 1999.
Merchandise sales at comparable stores increased 4.0%. Gasoline sales in the
second quarter of fiscal year 2000 were $32.6 million compared to $21.8
million in the second quarter of fiscal year 1999. This increase of $10.8
million, or 49.7%, was the result of an increase of approximately $0.44 in the
average retail selling price per gallon.
Gross profits on merchandise sales in the quarter ended March 30, 2000
remained steady at $11.7 million in comparison to the quarter ended April 1,
1999. Gross profits on gasoline sales declined $266,000, or 8.3%, from $3.2
million in the second quarter of fiscal year 1999 to $2.9 million in the
current fiscal quarter, due primarily to fewer gallons sold.
Selling expenses were $12.3 million in the quarter ended March 30, 2000
compared to $13.3 million in the quarter ended April 1, 1999, a decline of
$990,000, or 7.4%, due primarily to fewer stores in operation. General and
administrative expense declined $294,000, or 15.4%, in the second quarter of
fiscal year 2000 compared to the same quarter of fiscal year 1999, due largely
to certain cost-cutting measures. Depreciation and amortization expense
declined $65,000, or 4.3%, primarily as a result of fewer stores in operation.
Interest expense increased slightly due to higher borrowing levels and
interest rates.
The Company recorded a loss before income taxes for the second quarter of
fiscal year 2000 of $1.1 million, compared to a pre-tax loss of $2.1 million
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<PAGE>
in the second quarter of fiscal year 1999. The income tax benefit of these
losses was $319,000 for the fiscal quarter ended March 30, 2000, and $699,000
in the comparable quarter of fiscal year 1999. The net loss for the second
fiscal quarter of 2000 was $744,000, or $0.11 per share, compared to a net
loss of $1.4 million, or $0.21 per share, in the second quarter of fiscal year
1999.
TWO QUARTERS ENDED MARCH 30, 2000 AND APRIL 1, 1999
- ---------------------------------------------------
Revenues for the first two quarters of fiscal year 2000 were $138.9 million
compared to $118.4 million in the first two quarters of fiscal year 1999, an
increase of $20.5 million, or 17.3%. This increase is primarily the result of
higher retail prices per gallon of gasoline sold. The Company closed ten
underperforming stores since April 1, 1999, converted eight underperforming
stores to Choice and reopened two formerly closed convenience stores as
Choice. Merchandise sales in the first half of fiscal year 2000 were $71.9
million compared to $70.1 million in the same period of fiscal year 1999, an
increase of $1.8 million, or 2.6%. Merchandise sales at comparable stores
increased 5.4%. Gasoline sales increased $19.0 million, or 40.3%, to $66.0
million from $47.1 million in the first half of fiscal year 1999. This
increase is due primarily to an increase in the average retail selling price
per gallon of $0.36.
Gross profits on merchandise sales declined $607,000, or 2.4%, due primarily
to lower gross profit rates. Gross profits on gasoline sales declined
$230,000, or 3.4%, in the first two quarters of fiscal year 2000 in comparison
to the first half of fiscal year 1999 due to fewer gallons sold, partially
offset by higher profits per gallon sold.
Selling expenses in the first two quarters of fiscal year 2000 were $2.1
million, or 8.0%, lower than the first two quarters of fiscal year 1999. This
decline is due primarily to fewer stores in operation. General and
administrative expense declined $521,000, or 14.1%, due largely to certain
cost-cutting measures. Depreciation and amortization declined $206,000, or
6.7%, as a result of fewer stores in operation as well as leasing instead of
purchasing certain store equipment. Interest expense declined $70,000, or
3.5%, due to lower average borrowing levels.
The Company recorded a pre-tax loss of $590,000 for the first half of fiscal
year 2000 compared to a pre-tax loss of $2.5 million in the same period of
fiscal year 1999. The income tax benefit of these losses was $177,000 in
fiscal year 2000 and $809,000 in fiscal year 1999. The net loss for the first
half of fiscal year 2000 was $413,000, or $0.06 per share, compared to a net
loss of $1.7 million, or $0.25 per share, in the first half of fiscal year
1999.
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 generally require large
amounts of working capital. From time to time, the Company utilizes
substantial portions of its cash to acquire and construct new stores and
renovate existing locations.
-13-
<PAGE>
On December 30, 1998, the Company entered into a secured $10.0 million
revolving loan agreement with a bank, with $3.0 million reserved for letters
of credit. The Company utilized $3.5 million of this facility to pay its
existing revolving credit facility and property loan. The Company also used
this facility to replace its outstanding letter of credit, which expired June
30, 1999. The revolving credit facility was replaced in April 2000 with a new
three-year facility.
On April 21, 2000, the Company purchased the operating assets and business of
Orloski Service Station, Inc. and its affiliates ("OSSI") for approximately
$42.4 million in cash and assumption of debt. OSSI was the operator of a
43-store chain of convenience stores and gasoline dispensing stations in
northeastern Pennsylvania. The transaction was financed with four loans
aggregating $39.7 million from affiliates of Franchise Finance Corporation of
America ("FFCA"). The loans also closed on April 21, 2000. (See Note F)
Capital requirements for debt service and capital leases for the remainder of
fiscal year 2000 are approximately $600,000, not including additional long-
term debt which closed on April 21, 2000. Payments on this newly acquired
debt for the remainder of fiscal year 2000 are approximately $1.7 million. The
Company expects capital expenditures of approximately $9.0 million in the
remainder of fiscal year 2000 for acquisition of real estate, new store
construction, remodeling of stores and upgrades of gasoline-dispensing
equipment. These expenditures are expected to be funded from a combination of
long-term debt and cash flows from operations. The Company has received a
long-term debt commitment for $7.0 million.
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 24,
2000 at which the following matters were voted upon:
(1) Election of three directors to serve until the Annual Meeting of
Stockholders in 2003.
(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 4,916,681 281,765 0
Herbert C. Graves 4,915,667 282,779 0
Gerold C. Shea 4,916,320 282,126 0
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<PAGE>
Ratification of appointment of independent auditors:
Votes Votes Votes Broker
"For" "Withheld" "Abstain" Non-Votes
--------- ---------- --------- ---------
4,934,933 262,696 817 0
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) EXHIBITS
3.1 Amended and Restated Certificate of Incorporation of the
Company (Filed as Exhibit 3.1 to the Company's Quarterly Report
on Form 10-Q for the period ended March 30, 1995 and
incorporated herein by reference thereto).
3.2 By-Laws of the Company (Filed as Exhibit 3.2 to the Company's
Quarterly Report on Form 10-Q for the period ended March 30,
1995 and incorporated herein by reference thereto).
4.1 Form of the Company's Common Stock Certificate (Filed as
Exhibit 4.3 to the Company's Quarterly Report on Form 10-Q for
the period ended April 1, 1993, File No. 1-11556, and
incorporated herein by reference thereto).
10.1 Uni-Marts, Inc. Amended and Restated Equity Compensation Plan
(Filed as Exhibit 10.1 to the Company's Quarterly Report on
Form 10-Q for the period ended March 30, 1995 and incorporated
herein by reference hereto).
10.2 Uni-Marts, Inc. Retirement Savings & Incentive Plan (Filed as
Exhibit 4.2 to the Company's Registration Statement on
Form S-8, File No. 33-9807, filed on July 10, 1991, and
incorporated herein by reference thereto).
10.3 Form of Indemnification Agreement between Uni-Marts, Inc. and
each of its Directors (Filed as Exhibit A to the Company's
Definitive Proxy Statement for the February 25, 1988 Annual
Meeting of Stockholders, File No. 0-15164, and incorporated
herein by reference thereto).
10.4 Uni-Marts, Inc. Deferred Compensation Plan (Filed as Exhibit
10.8 to the Annual Report of Uni-Marts, Inc. on Form 10-K for
the year ended September 30, 1990, File No. 0-15164, and
incorporated herein by reference thereto).
10.5 Uni-Marts, Inc. Executive Annual Bonus Plan (Filed as Exhibit
to the Company's Quarterly Report on Form 10-Q for the
period ended December 31, 1998 and incorporated herein by
reference thereto).
10.6 Uni-Marts, Inc. Performance Unit Plan (Filed as Exhibit 10.9 to
the Annual Report of Uni-Marts, Inc. on Form 10-K for the year
ended September 30, 1994 and incorporated herein by reference
thereto).
-15-
<PAGE>
10.7 Composite copy of Change in Control Agreements between
Uni-Marts, Inc. and its executive officers (Filed as Exhibit
10.10 to the Annual Report of Uni-Marts, Inc. on Form 10-K for
the year ended September 30, 1994 and incorporated herein by
reference thereto).
10.8 Uni-Marts, Inc. 1996 Equity Compensation Plan (Filed as
Exhibit A to the Company's Definitive Proxy Statement for the
February 22, 1996 Annual Meeting of Stockholders and
incorporated herein by reference thereto).
10.9 Amendment 1998-1 to the Uni-Marts, Inc. Equity Compensation
Plan (Filed as Exhibit 10.10 to the Annual Report of Uni-Marts,
Inc. on Form 10-K for the year ended September 30, 1998 and
incorporated herein by reference thereto).
10.10 Amended and Restated Note between Henry D. Sahakian and
Uni-Marts, Inc. dated January 25, 1999 (Filed as Exhibit 10.10
to the Company's Quarterly Report on Form 10-Q for the period
ended April 1, 1999 and incorporated herein by reference
thereto).
10.11 Loan Agreement between FFCA Acquisition Corporation and
Uni-Marts, Inc. dated June 30, 1998 (filed as Exhibit 10.10 to
the Company's Quarterly Report on Form 10-Q for the period
ended on July 2, 1998 and incorporated herein by reference
thereto).
10.12 Revolving Loan Agreement between FFCA Acquisition Corporation
and Uni-Marts, Inc. dated December 30, 1998 (filed as Exhibit
10.13 to the Company's Quarterly Report on Form 10-Q for the
period ended on December 31, 1998 and incorporated herein by
reference hereto).
10.12(a) Revolving Credit Loan Agreement between U.S. Bank and Uni-Marts,
Inc. dated July 1, 1999 (Filed as Exhibit 10.12(a) to the
Company's Quarterly Report on Form 10-Q for the period ended
July 1, 1999 and incorporated herein by reference thereto).
10.12(b) Revolving Credit Loan Agreement Amendment between U.S. Bank and
Uni-Marts, Inc. dated December 29, 1999 (Filed as Exhibit
10.12(b) to the Company's Quarterly Report on Form 10-Q for the
period ended December 30, 1999 and incorporated herein by
reference thereto).
10.13 Uni-Marts, Inc. Employee Stock Purchase Plan (Filed as Exhibit
A to the Company's Definitive Proxy Statement for the February
25, 1999 Annual Meeting of Stockholders and incorporated herein
by reference thereto).
10.14 Retirement Agreement and General Release between Uni-Marts,
Inc. and J. Kirk Gallaher dated March 19, 1999 (Filed as
Exhibit 10.14 to the Annual Report of Uni-Marts, Inc. on Form
10-K for the year ended September 30, 1999 and incorporated
herein by reference thereto).
-16-
<PAGE>
10.15 Separation Agreement and General Release between Uni-Marts,
Inc. and D. Gregory Graves dated August 12, 1999 (Filed as
Exhibit 10.15 to the Annual Report of Uni-Marts, Inc. on Form
10-K for the year ended September 30, 1999 and incorporated
herein by reference thereto).
10.16 Loan Agreement between FFCA Acquisition Corporation and Uni
Realty of Wilkes-Barre, L.P. dated April 21, 2000 (Filed as
Exhibit 20.1 to the Company's Form 8-K filed on May 8, 2000 and
incorporated herein by reference thereto).
10.17 Loan Agreement between FFCA Funding Corporation and Uni Realty
of Luzerne, L.P. dated April 21, 2000 (Filed as Exhibit 20.2 to
the Company's Form 8-K filed on May 8, 2000 and incorporated
herein by reference thereto).
10.18 Equipment Loan Agreement between FFCA Acquisiton Corporation
and Uni-Marts, Inc. dated April 21, 2000 (Filed as Exhibit 20.3
to the Company's Form 8-K filed on May 8, 2000 and incorporated
herein by reference thereto).
10.19 Equipment Loan Agreement between FFCA Funding Corporation and
Uni-Marts, Inc. dated April 21, 2000 (Filed as Exhibit 20.4 to
the Company Form 8-K filed on May 8, 2000 and incorporated
herein by reference thereto).
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 March 30, 2000, but filed a Form 8-K on May 8, 2000 to report an
acquisition and related financing.
-17-
<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 12, 2000 /S/ HENRY D. SAHAKIAN
------------ -----------------------------------
Henry D. Sahakian
Chairman of the Board
(Principal Executive Officer)
Date May 12, 2000 /S/ N. GREGORY PETRICK
------------ -----------------------------------
N. Gregory Petrick
Senior Vice President and Chief
Financial Officer
(Principal Accounting Officer)
(Principal Financial Officer)
-18-
<PAGE>
UNI-MARTS, INC. AND SUBSIDIARY
EXHIBIT INDEX
Number Description Page(s)
- ------ ------------ -------
11 Statement regarding computation of per
share loss. 20-21
27 Financial Data Schedule. 22
-19-
</TABLE>
<PAGE>
<TABLE>
EXHIBIT (11)
STATEMENT REGARDING COMPUTATION OF PER SHARE LOSS:
(A) Computation of the weighted average number of shares of common stock
outstanding for the periods indicated:
QUARTERS ENDED MARCH 30, 2000 AND APRIL 1, 1999
<CAPTION>
WEIGHTED
SHARES OF NUMBER OF DAYS NUMBER OF NUMBER OF SHARES
COMMON STOCK OUTSTANDING SHARE DAYS OUTSTANDING
------------ -------------- ----------- ----------------
<S> <C> <C> <C> <C>
Quarter Ended March 30, 2000
- ----------------------------
December 31 - March 3 6,963,900 91 633,714,867
Shares Issued 38,822 Various 1,672,585
--------- -----------
7,002,722 635,387,452 6,982,280
========= =========== =========
Quarter Ended April 1, 1999
- ---------------------------
January 1 - April 1 6,868,614 91 625,043,852
Treasury Stock Purchases ( 2,374) Various (2,374)
Shares Issued 19,810 Various 772,451
--------- -----------
6,886,050 625,813,929 6,877,076
========= =========== =========
TWO QUARTERS ENDED MARCH 30, 2000 AND APRIL 1, 1999
<CAPTION>
WEIGHTED
SHARES OF NUMBER OF DAYS NUMBER OF NUMBER OF SHARES
COMMON STOCK OUTSTANDING SHARE DAYS OUTSTANDING
------------ -------------- ------------ ----------------
<S> <C> <C> <C> <C>
Period Ended March 30, 2000
- ---------------------------
October 1 - March 30 6,926,126 182 1,260,554,886
Shares Issued 76,596 Various 6,641,645
--------- -------------
7,002,722 1,267,196,531 6,962,618
========= ============= =========
Period Ended April 1, 1999
October 1 - April 1 6,861,252 183 1,255,609,116
Treasury Stock Purchases ( 2,374) Various (2,374)
Shares Issued 27,172 Various 1,836,710
--------- -------------
6,886,050 1,257,443,452 6,871,276
========= ============= =========
</TABLE>
20
<PAGE>
<TABLE>
(B) Computation of Loss Per Share:
Computation of loss per share is net loss divided by the weighted average number
of shares of common stock outstanding for the periods indicated:
<CAPTION>
QUARTER ENDED TWO
QUARTERS ENDED
March 30, April 1, March 30, April 1,
2000 1999 2000 1999
---------- ---------- ---------- ----------
<S> <C> <C> <C> <C>
Basic:
Weighted average number of shares
of common stock outstanding 6,982,280 6,877,076 6,962,618 6,871,276
---------- ---------- ---------- ----------
Net loss ($ 744,263) ($1,428,692) ($ 412,895) ($1,717,818)
---------- ---------- ---------- ----------
Net loss per share ($ 0.11) ($ 0.21) ($ 0.06) ($ 0.25)
========== ========== ========== ==========
Assuming dilution:
Weighted average number of shares
of common stock outstanding 6,982,280 6,877,076 6,962,618 6,871,276
Net effect of dilutive stock
options-not included if the
effect was antidilutive 0 0 0 0
---------- ---------- ---------- ----------
Total 6,982,280 6,877,076 6,962,618 6,871,276
---------- ---------- ---------- ----------
Net loss ($ 744,263) ($1,428,692) ($ 412,895) ($1,717,818)
---------- ---------- ---------- ----------
Net loss per share ($ 0.11) ($ 0.21) ($ 0.06) ($ 0.25)
========== ========== ========== ==========
</TABLE>
21
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE BALANCE
SHEET DATED MARCH 30, 2000 AND THE STATEMENT OF OPERATIONS FOR THE SIX MONTHS
ENDED MARCH 30, 200 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH
FINANCIAL STATEMENTS.
</LEGEND>
<CIK> 0000805020
<NAME> UNI-MARTS, INC
<MULTIPLIER> 1
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> SEP-30-2000
<PERIOD-START> OCT-01-1999
<PERIOD-END> MAR-30-2000
<CASH> 766,937
<SECURITIES> 0
<RECEIVABLES> 4,105,677
<ALLOWANCES> 295,900
<INVENTORY> 11,824,835
<CURRENT-ASSETS> 21,437,087
<PP&E> 112,946,079
<DEPRECIATION> 51,551,500
<TOTAL-ASSETS> 88,126,794
<CURRENT-LIABILITIES> 21,430,790
<BONDS> 34,667,961
0
0
<COMMON> 735,772
<OTHER-SE> 26,889,561
<TOTAL-LIABILITY-AND-EQUITY> 88,126,794
<SALES> 137,943,753
<TOTAL-REVENUES> 138,875,422
<CGS> 107,089,711
<TOTAL-COSTS> 139,465,217
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 13,000
<INTEREST-EXPENSE> 1,912,408
<INCOME-PRETAX> (589,795)
<INCOME-TAX> (176,900)
<INCOME-CONTINUING> (412,895)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (412,895)
<EPS-BASIC> (.06)
<EPS-DILUTED> (.06)
</TABLE>
