<PAGE> 1
FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended: December 19, 1999
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
------------------- -------------------------
Commission file number: 2-38375
United Petroleum Corporation
---------------------------------------------------
(Exact name of registrant as specified in its charter)
<TABLE>
<S> <C>
Delaware 13-3103494
- -------------------------------------------------------------- ---------------------------
(State or other jurisdiction of incorporation (I.R.S. Employer
or organization) Identification No.)
</TABLE>
5800 N.W. 74th Avenue, Miami, Florida 33166
-------------------------------------------
(Address of principal executive offices)
(Zip Code)
(305) 592-3100
--------------------------------------------------
(Registrant's telephone number, including area code)
December 31
- --------------------------------------------------------------------------
(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
----- -----
<PAGE> 2
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS:
Indicate by check mark whether the registrant has filed all documents
and reports required to be filed by Sections 12, 13 or 15(d) of the Securities
Exchange Act of 1934 subsequent to the distribution of securities under a plan
confirmed by a court.
Yes X No
----- -----
APPLICABLE ONLY TO CORPORATE ISSUERS
Indicate the number of shares outstanding of each of the issuer's
classes of common stock, as of the latest practicable date: 5,000,000 shares of
voting common stock, par value $.01 per share, as of January 31, 2000.
2
<PAGE> 3
UNITED PETROLEUM CORPORATION
INDEX
<TABLE>
<CAPTION>
PART I FINANCIAL INFORMATION PAGE NO.
--------
<S> <C> <C>
ITEM 1. Financial Statements
Condensed consolidated balance sheets -
December 19, 1999 and August 29, 1999....................... 4-5
Condensed consolidated statements of operations -
Sixteen weeks ended December 19, 1999 and
December 20, 1998........................................... 6
Consolidated statement of changes in stockholders' equity -
Sixteen weeks ended December 19, 1999....................... 7
Condensed consolidated statements of cash flows -
Sixteen weeks ended December 19, 1999 and
December 20, 1998........................................... 8
Notes to condensed consolidated financial statements........... 9-10
ITEM 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations................ 11-13
PART II OTHER INFORMATION
ITEM 3. Legal Proceedings..................................... 14
ITEM 6. Exhibits and Reports on Form 8-K...................... 14
</TABLE>
3
<PAGE> 4
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
UNITED PETROLEUM CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS)
<TABLE>
<CAPTION>
DECEMBER 19, AUGUST 29,
ASSETS 1999 1999
------ ------------ -------------
(Unaudited) *
<S> <C> <C>
Cash and cash equivalents $ 715 $ 38
Accounts receivable, net of allowances
of $65 in 2000 and 1999 966 762
Receivable from affiliated company 297 --
Inventories 4,385 3,826
Prepaid expenses and other current assets 402 483
------- -------
Total current assets 6,765 5,109
Property and equipment, net 16,459 3,794
Goodwill and other intangible assets 36,543 --
Investment in Farm Stores Grocery, Inc. 25 11
Deferred financing costs 1,302 54
Other assets 56 35
------- -------
$61,150 $ 9,003
======= =======
</TABLE>
(continued on page 5)
4
<PAGE> 5
UNITED PETROLEUM CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEETS (CONTINUED)
(IN THOUSANDS)
<TABLE>
<CAPTION>
DECEMBER 19, AUGUST 29,
LIABILITIES AND STOCKHOLDERS' EQUITY 1999 1999
------------------------------------ ------------ -------------
(Unaudited) *
<S> <C> <C>
Current liabilities
Accounts payable $ 7,479 $ 4,972
Accrued expenses 2,205 1,674
Current portion of long-term debt 239 94
-------- --------
Total current liabilities 9,923 6,740
Long-term debt, net of current portion 23,714 106
Other long-term liabilities 212 224
-------- --------
Total liabilities 33,849 7,070
Stockholders' equity
Preferred stock, Series A, 9%, $.01 par value, 300,000
shares authorized, 140,000 shares issued and outstanding 2 --
Common stock, $.01 par value, 10,000,000 shares
authorized, 5,000,000 shares issued and outstanding 50 --
Additional paid-in capital 28,355 --
Accumulated deficit (1,106) --
-------- --------
Total stockholders' equity 27,301 --
-------- --------
Division equity -- 1,933
-------- --------
$ 61,150 $ 9,003
======== ========
</TABLE>
* Condensed from audited financial statements.
The accompanying notes are an integral part of these condensed consolidated
financial statements.
5
<PAGE> 6
UNITED PETROLEUM CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
<TABLE>
<CAPTION>
------------------------------
SIXTEEN WEEKS ENDED
------------------------------
DECEMBER 19, DECEMBER 20,
1999 1998
<S> <C> <C>
Sales $ 33,708 $ 32,828
Cost of sales 26,227 24,658
-------- --------
Gross profit 7,481 8,170
Operating expenses:
Store operating expenses 6,262 6,528
Depreciation and amortization 396 140
General & administrative expenses 1,564 1,466
-------- --------
Total 8,222 8,134
-------- --------
Income (loss) from operations (741) 36
Other income (expense):
Interest expense (290) (7)
Interest income 26 69
Other income 19 16
Equity in earnings (loss) of FSGI 14 (10)
Gain (loss) from disposition of properties (13) (5)
-------- --------
Net income (loss) (985) $ 99
========
Preferred stock dividends (121)
--------
Net loss applicable to common stockholders $ (1,106)
========
Earnings (loss) per share
Basic earnings (loss) per share $ (0.22)
Weighted average number of shares 5,000
</TABLE>
The accompanying notes are an integral part of these condensed consolidated
financial statements.
6
<PAGE> 7
UNITED PETROLEUM CORPORATION
Consolidated Statement of Changes in Stockholders' Equity
Sixteen Weeks Ended December 19, 1999
(Unaudited)
<TABLE>
<CAPTION>
Series A
Preferred Stock Common Stock
---------------------- -------------------------
(In thousands, except share data) Shares Amount Shares Amount
- ------------------------------------------------------------------- --------- -------------- ---------
<S> <C> <C> <C> <C>
Balance at August 29, 1999 -- $ -- -- $ --
Settlement of partners' interest in division equity -- -- -- --
FSCI common stock outstanding -- -- 10,000 10
----------- --------- -------------- ---------
FSCI balance at November 12, 1999 prior to merger -- -- 10,000 10
Acquisition of FSCI common stock -- -- (10,000) (10)
UPC preferred and common stock issued to FSCI
shareholder for the acquisition of FSCI 70,000 1 2,400,000 24
Issuance of new preferred and common stock to
UPC's pre-merger shareholders 70,000 1 2,600,000 26
Dividends declared:
Series A preferred stock at 9% -- -- -- --
Net loss -- -- -- --
----------- --------- -------------- ---------
Balance at December 19, 1999 140,000 $ 2 5,000,000 $ 50
=========== ========= ============== =========
<CAPTION>
Additional Total
Paid-in Accumulated Division Stockholders'
(In thousands, except share data) Capital Deficit Equity Equity
- ------------------------------------------------------------------- ----------- ---------- -------------
<S> <C> <C> <C> <C>
Balance at August 29, 1999 $ -- $ -- $ 1,933 $ 1,933
Settlement of partners' division equity 844 -- (1,933) (1,089)
FSCI common stock outstanding (10) -- -- --
----------- ----------- ---------- -------------
FSCI balance at November 12, 1999 prior to merger 834 -- -- 844
Acquisition of FSCI common stock (2,990) -- (3,000)
UPC preferred and common stock issued to FSCI
shareholder for the acquisition of FSCI 14,925 -- -- 14,950
Issuance of new preferred and common stock to
UPC's pre-merger shareholders 15,586 -- -- 15,613
Dividends declared:
Series A preferred stock at 9% -- (121) -- (121)
Net loss -- (985) -- (985)
----------- ----------- ---------- -------------
Balance at December 19, 1999 $ 28,355 $ (1,106) $ -- $ 27,301
=========== =========== ========== =============
</TABLE>
The accompanying notes are an integral part of these condensed consolidated
financial statements.
7
<PAGE> 8
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
(IN THOUSANDS)
<TABLE>
<CAPTION>
SIXTEEN WEEKS ENDED
----------------------------------
DECEMBER 19, DECEMBER 20,
1999 1998
--------------- ----------------
<S> <C> <C>
Cash flows from operating activities:
Net income (loss) $ (985) $ 99
Adjustments for non-cash items:
Depreciation and amortization 396 140
Equity in (earnings) loss in FSG (14) 10
Loss (gain) on disposal of fixed assets 13 14
Change in assets and liabilities:
Accounts receivable (667) (131)
Inventories (410) (80)
Prepaid expenses 57 (213)
Other assets (337) 14
Accounts payable 1,720 337
Accrued expenses (212) 72
Other long-term liabilities (218) (17)
-------- --------
Cash provided by (used in) operating activities (657) 245
-------- --------
Cash flows from investing activities:
Payments for acquisitions, net of cash acquired (19,936) --
Purchases of property, plant and equipment (322) (214)
Proceeds from disposition of property, plant and equipment 14 2
-------- --------
Net cash used in investing activities (20,244) (212)
-------- --------
Cash flows from financing activities:
Proceeds from issuance of long-term debt, net of loan costs 21,751 --
Principal payments on long-term debt (173) (36)
-------- --------
Net cash provided by (used in) financing activities 21,578 (36)
-------- --------
Net increase (decrease) in cash and cash equivalents 677 (3)
Cash and cash equivalents, beginning 38 41
-------- --------
Cash and cash equivalents, ending $ 715 $ 38
======== ========
Supplemental cash flow information:
Cash paid for interest $ 130 $ 7
======== ========
Supplemental schedule of non cash investing and financing
activities:
Accrued dividends on preferred stock $ 121
========
Net reorganized value of UPC and preferred and common stock $ 15,613
issued to UPC's pre-merger shareholders ========
Preferred and common stock issued to acquire the net assets $ 14,950
of FSCI ========
</TABLE>
The accompanying notes are an integral part of these condensed consolidated
financial statements.
8
<PAGE> 9
UNITED PETROLEUM CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
1. Summary of Significant Accounting Policies
Basis of Presentation
The accompanying unaudited condensed consolidated financial statements
for United Petroleum Corporation (the "Company" or "UPC") have been prepared in
accordance with (i) generally accepted accounting principles for interim
financial reporting and (ii) the instructions to Form 10-Q and Article 10 of
Regulation S-X. Accordingly, they do not include all of the information and
footnotes required by generally accepted accounting principles for complete
financial statements. In the opinion of management, all adjustments (consisting
only of normal recurring accruals) considered necessary for a fair presentation
have been included.
This Form 10-Q should be read in conjunction with the financial
statements and notes thereto included in the Company's audited financial
statements as of August 29, 1999 as presented in the Form 8-K/A(2) dated
November 12, 1999 and filed with the Securities and Exchange Commission on
January 28, 2000.
The financial statements of the Company at August 29, 1999 reflects the
equity of the Farm Stores Walk-in Division (shown as "Division Equity")
consisting of the assets, liabilities, & operations of the traditional walk-in
convenience stores owned & operated by two partnerships having common ownership.
This division was segregated & reported on separately to reflect the effects of
the Transactions.
Operating results for the sixteen weeks ended December 19, 1999 are not
necessarily indicative of operating results that may be expected for the full
fiscal year.
Fiscal Year
The Company operates on a fifty-two/fifty-three week fiscal year ending
on the Sunday nearest August 31. The accompanying financial statements include
operations for the first quarter ended December 19, 1999 and December 20, 1998,
each encompassing a total of sixteen weeks.
Earnings (Loss) per Share
The Company has adopted Statement of Financial Accounting Standards No.
128 "Earnings per Share" ("SFAS") which requires the presentation of "basic"
and, if appropriate, "diluted" earnings per common share. Diluted earnings per
share have not been presented in the accompanying unaudited condensed
consolidated statements of operations because the Company had a net loss for the
sixteen weeks ended December 19, 1999 and accordingly, the assumed effects of
the conversion of all of the Company's preferred stock would have been
anti-dilutive. Earnings per share for the sixteen weeks ended December 20, 1998
was not presented in the accompanying unaudited condensed consolidated
statements of operations because the operations for which the data is presented
were held in partnership form.
Segment Information
The Company primarily operates in one segment, convenience stores, and
in one geographic area, Florida. Although the Company operates in another
segment, consisting of oil and gas operations, and in other geographic areas
(Georgia and Tennessee), the operations of these segments are insignificant to
the operations of the Company as a whole, and are therefore not reported on
separately.
9
<PAGE> 10
2. Acquisitions and Other Significant Events
On November 12, 1999, a series of transactions occurred as described in
Item 2 of UPC's Current Report on Form 8-K/A (Amendment 1) filed on December 1,
1999 (together with the preceding distributions, contributions and transfers
among the Farm Stores Partnerships, their partners, UPC, FSCI, Farm Stores
Grocery, Inc. and their subsidiaries, the "Transactions"), which included the
merger of Farm Stores Convenience Stores, Inc. ("FSCI") and United Petroleum
Group, Inc. ("UPG") a wholly-owned subsidiary of the Company. UPG is the
surviving entity. As a result, UPG is the legal acquirer of FSCI's walk-in
convenience stores business and its 10% equity interest in Farm Stores Grocery,
Inc. ("FSG"), a drive-thru convenience store business. As part of the merger,
the shareholders of FSCI received total consideration of approximately
$17,950,000 consisting of 2,400,000 shares of UPC's common stock which
represents a 48% ownership interest (valued at $7,926,240), 70,000 shares of
UPC's preferred stock (valued at $7 million) which represents a 50% interest,
and $3 million in cash. In addition, UPG assumed $17 million of debt which FSCI
incurred in connection with the Transactions. FSCI is deemed the accounting
acquirer; accordingly, the transaction is accounted for as a reverse
acquisition. The accompanying financial statements include UPC's assets and
operations for a portion of the period.
3. Property, Plant and Equipment
Property, plant and equipment consists of the following (in thousands):
<TABLE>
<CAPTION>
2000 1999
-------- --------
<S> <C> <C>
Property and equipment, gross $ 21,123 $ 5,959
Less: Accumulated depreciation (4,501) (2,165)
-------- --------
Property and equipment, net $ 16,622 $ 3,794
======== ========
</TABLE>
Depreciation expense for the sixteen weeks ended December 19, 1999 and December
20, 1998 was approximately $218,000 and $141,000, respectively.
4. Receivable from Affiliated Company
Receivable from affiliated company at December 19, 1999 represents the balance
due from FSG relating to the management fee charged by the Company for providing
general and administrative services for FSG. The fee is based on the number of
stores FSG operates in accordance with the management agreement between the
Company and FSG. The receivable balance also includes charges by the Company's
maintenance department for work performed on FSG's stores.
5. Current Portion of Long-term Debt
Current portion of long-term debt includes a loan to the Company in the amount
of $146,000 which has matured. The loan is secured by a mortgage encumbering a
property located in Georgia which is leased by the Company's subsidiary to an
unrelated third party. The lease requires the tenant to make all payments coming
due under the loan, and upon exercising an option to purchase the property, to
assume the loan. The tenant has advised the Company that it has exercised its
option to purchase the property, and continues to make monthly payments under
the loan.
6. Contingencies
The Company is a defendant in various legal proceedings arising in the normal
course of business. In the opinion of management, based on the nature of these
proceedings and the amounts of damages claimed, the ultimate resolution of these
legal proceedings will not have a material adverse effect on the Company's
financial position or results of operations.
10
<PAGE> 11
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
RESULTS OF OPERATIONS
Certain statements in this Management's Discussion and Analysis of
Financial Condition and Results of Operations, including without limitation
expectations as to future revenues and profitability, constitute
"forward-looking statements" within the meaning of the Private Securities
Litigation Reform Act of 1995 (the "Reform Act"). Such forward-looking
statements involve known and unknown risks, uncertainties and other factors
which may cause the actual results, performance or achievements of the Company
and its subsidiaries to be materially different from any future results,
performance or achievements expressed or implied by such forward-looking
statements.
In the following comparison of the results of operations, the sixteen
weeks ended December 19, 1999 and December 20, 1998 are referred to as 2000 and
1999, respectively.
The Company's Financial statements for 2000 reflect the assets and
operations of UPC acquired in its merger with FCSI.
COMPARISON OF THE SIXTEEN WEEKS ENDED DECEMBER 19, 1999 AND DECEMBER 20, 1998
Revenues and gross profit for 2000 were $33.7 million and $7.5 million,
respectively, as compared to $32.8 million and $8.2 million, respectively, for
1999. The Company generated a net loss of $1,106,000 in 2000, compared to net
income of $99,000 in 1999. Included in the net loss in 2000 are preferred stock
dividends totalling $121,000. In addition, the effects of the Transactions and
the financing of the acquisition contributed $461,000 of the net loss in 2000 as
follows: (i) amortization of goodwill and other intangible assets of $177,000,
(ii) depreciation expense on the write-up of assets to fair value of $6,000, and
(iii) interest expense including amortization of deferred loan costs of
$278,000.
Revenues increased $880,000 or 2.7% from the prior year partially due
to the inclusion of $320,000 of revenues generated by UPG subsequent to its
acquisition. A summary of revenues by source for the comparative sixteen week
period is as follows (in thousands):
<TABLE>
<CAPTION>
Sixteen Weeks Ended
Dec. 19 Dec. 20
1999 1998
---------- ----------
<S> <C> <C>
Grocery $ 17,014 $ 18,378
Gasoline 16,354 14,324
Other 340 126
---------- ----------
Total $ 33,708 $ 32,828
========== ==========
</TABLE>
Grocery revenues decreased by $1,364,000 or 7.4%, in 2000 as compared
to 1999 due to temporarily closing 4 locations for replacement of gasoline
dispensing equipment and permanently closing 3 underperforming store locations.
Although the closing of the 3 underperforming stores reduces revenues, it does
not have a material impact on the results of operations, because these stores
had been operating at a loss.
Gasoline revenues increased $2,030,000 in 2000 as compared to 1999. The
increase is due to a $0.255 increase in the average retail price per gallon from
$1.057 per gallon in 1999 to $1.312 per gallon in 2000, partially offset by a
decrease of 1,085,248 gallons sold from 13,554,608 gallons in 1999 to 12,469,360
gallons in 2000. The decrease in gallons sold resulted from temporary and
permanent store closings as mentioned above.
11
<PAGE> 12
Gross profit decreased by $689,000 in 2000 primarily due to the
decrease in the gross profit earned on gasoline sales. The gross profit
percentage on gasoline sales was 9.7% in 2000 compared to 13.4% in 1999 as a
result of a 29% increase in average fuel costs from $0.924 per gallon in 1999 to
$1.190 per gallon in 2000.
Store operating expenses decreased by $266,000 in 2000 primarily due to
the temporary and permanent store closings which resulted in reduced payroll and
payroll-related costs and store occupancy costs.
Depreciation and amortization expense in 2000 includes the amortization
of goodwill and other intangible assets of $177,000 and depreciation expense of
$6,000 related to the write-up of property and equipment to fair value for the 5
week period from the date of the Transactions.
General and administrative expenses increased by $98,000 due to the
inclusion of $114,000 in 2000 relating to UPG subsequent to its acquisition.
The increase in interest expense of $283,000 resulted from the
borrowing of $23 million used to finance the Transactions.
CREDIT FACILITIES
The Company has a $23 million credit facility with a bank. This
facility provides credit in the form of a $10,467,000 term loan, an $8.3 million
mortgage loan and a $4,233,000 revolving line of credit, and matures on October
30, 2004. The term loan bears interest at prime plus 3%, payable monthly, with
monthly principal payments of $121,146 beginning after the first twelve months.
The $8.3 million mortgage loan bears interest at the 180-day libor rate plus 4%,
payable monthly at $43,000 plus interest. The $4,233,000 revolving loan bears
interest at the 30-day libor rate plus 3.875%, payable monthly, and is advanced
against the Company's inventory and receivables. The Company is required to
comply with various covenants in connection with this facility and borrowings on
the revolving line of credit are subject to a borrowing base calculated from the
Company's inventory and receivables. In addition, the agreement prohibits the
payment of any cash dividends unless approval is obtained from the lender. At
December 19, 1999, the Company had used all $4,233,000 under its credit
facility.
LIQUIDITY AND CAPITAL RESOURCES
Historically, the Company has generated substantial cash from its
operations since most of its revenues are received in cash. During the sixteen
weeks ended December 19, of 2000, the Company used $657,000 in its operating
activities. The Company used the net proceeds from its financing and investing
activities to offset those used by its operating activities.
During the sixteen weeks ended December 19, 1999, the Company initiated
a program to upgrade and improve its fuel dispensing equipment using cash of
approximately $186,000 for installation and long-term lease financing for the
acquisition of the related equipment. Management believes that once this program
is complete, revenues and gross profit from fuel sales will sufficiently
increase and that cash flow from operating activities will be sufficient to
fulfill its liquidity requirements for the next year.
12
<PAGE> 13
CAPITAL EXPENDITURES
The Company anticipates spending approximately $1.8 million for capital
expenditures in fiscal year 2000 to improve and maintain existing store and
gasoline dispensing equipment. These capital expenditures will be funded
primarily by long-term equipment financing and lease obligations.
13
<PAGE> 14
PART II - OTHER INFORMATION
ITEM 3. LEGAL PROCEEDINGS.
In early 1999, Mr. Robert Rankin filed a lawsuit in the United States
District Court for the Eastern District of Tennessee, styled Robert Rankin vs.
Michael F. Thomas, seeking damages against Mr. Thomas, the Company's former
President and Chief Executive Officer, for allegedly breaching an agreement to
pay Mr. Rankin a commission for locating capital investors or lenders to the
Company in 1994. Mr. Rankin also filed a Proof of Claim against the Company in
the U.S. Bankruptcy Court for the District of Delaware in the approximate amount
of $483,000, asserting the Company's alleged breach of the same agreement. The
Company filed an objection to Mr. Rankin's claim. Upon Mr. Rankin's motion, the
Bankruptcy Court entered an order abstaining from hearing the Company's
objection, and permitting Mr. Rankin to proceed against the Company in his
lawsuit pending against Mr. Thomas in Tennessee. Mr. Rankin has filed a motion
in the Tennessee action requesting the Court to permit him to add the Company as
a defendant and to amend his complaint. The amended complaint, as filed with Mr.
Rankin's motion, and if permitted by the Court, would allege damages against the
Company and Mr. Thomas, jointly and severally, in the approximate amount of
$483,000, and against Mr. Thomas, individually, in the additional amount of
approximately $433,000. The Company has agreed to indemnify Mr. Thomas for any
judgment rendered against him in this lawsuit. If the Company is joined in this
lawsuit, it intends to vigorously defend it.
In late 1999, an affiliate of F.S. Convenience Stores, Inc. (the
company with which United Petroleum Group, Inc., the Company's wholly owned
subsidiary, merged in November 1999) filed a lawsuit in the Circuit Court for
the Eleventh Judicial Circuit in and for Miami-Dade County, Florida styled REWJB
Dairy Plant Associates vs. Zenith Insurance Company. That lawsuit seeks an
unspecified amount of damages against Zenith, the successor in interest to
Riscorp Insurance Company, for improperly administering and managing the
plaintiff's workers' compensation insurance plan. Zenith has moved to dismiss
the complaint, contending that the matter is subject to arbitration. Zenith has
also asserted in a demand letter to the plaintiff and the plaintiff's surety
that the plaintiff is indebted to it for approximately $1.8 million of unpaid
premiums. The Company assumed its shared portion of this potential workers'
compensation liability in connection with the merger of F.S. Convenience Stores,
Inc. and United Petroleum Group, Inc., and has recorded a liability for it on
its books. The Company's payment of its shared portion of any ultimate liability
to Zenith will reduce or eliminate that liability, and the liability may have to
be increased or adjusted depending on the progress and outcome of this case.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.
(a) Exhibits.
Exhibit
Number Description
- ------- -----------
3(i) Amended and Restated Certificate of Incorporation of United
Petroleum Corporation (filed as Exhibit 3(i) to the Company's
Current Report on 8-K/A (Amendment 1) dated November 12, 1999 and
filed on December 1, 1999, and incorporated herein by reference)
14
<PAGE> 15
3(ii) Amended and Restated Bylaws of United Petroleum Corporation (filed
as Exhibit 3(ii) to the Company's Current Report on 8K/A
(Amendment 1) dated November 12, 1999 and filed on December 1,
1999, and incorporated herein by reference)
4 Certificate of Designation - Class A 9% Preferred Stock (filed as
Exhibit 4 to the Company's Current Report on 8K/A (Amendment 1)
dated November 12, 1999 and filed on December 1, 1999, and
incorporated herein by reference)
19 Current Report on Form 8-K/A(Amendment 2) dated November 12, 1999
and filed on January 28, 2000 (incorporated herein by reference)
27 Financial Data Schedule (filed herewith)
(b) Reports on Form 8-K.
On November 29, 1999, the Company filed a Current Report on Form 8-K dated
November 12, 1999, reporting matters under Item 1 (Changes in Control of
Registrant), Item 2 (Acquisition or Disposition of Assets, Item 3 (Bankruptcy or
Receivership), and Item 7 (Financial Statements and Exhibits). On December 1,
1999, the Company filed a Current Report on Form 8-K/A(1) dated November 12,
1999, amending and restating its Current Report on Form 8-K dated November 12,
1999 and filed on November 29, 1999 (amending Items 1, 2 and 3). On January 28,
2000, the Company filed a Current Report on Form 8-K/A(2) dated November 12,
1999, amending Item 7 of its Current Report on Form 8-K dated November 12, 1999
and filed November 29, 1999, as amended and restated by Current Report on Form
8-K/A(1) dated November 12, 1999 and filed on December 1, 1999 to include
financial statements and pro forma financial information, and reporting matters
under Item 8 (Change in Fiscal Year).
15
<PAGE> 16
SIGNATURES
Pursuant to the requirements of the Securities Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
UNITED PETROLEUM CORPORATION
----------------------------------------------
(Registrant)
Date February 7, 2000 /s/ Carlos E. Bared
----------------------------------------------
Carlos E. Bared
Sr. Vice President and Chief Financial Officer
16
<PAGE> 17
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit
Number Description Page
- ------- ----------- ----
<S> <C> <C>
3(i) Amended and Restated Certificate of Incorporation of United
Petroleum Corporation (filed as Exhibit 3(i) to the Company's
Current Report on 8K/A (Amendment 1) dated November 12, 1999 and
filed on December 1, 1999, and incorporated herein by reference)
3(ii) Amended and Restated Bylaws of United Petroleum Corporation
(filed as Exhibit 3(ii) to the Company's Current Report on 8K/A
(Amendment 1) dated November 12, 1999 and filed on December 1,
1999, and incorporated herein by reference)
4 Certificate of Designation - Class A 9% Preferred Stock (filed as
Exhibit 4 to the Company's Current Report on 8K/A (Amendment 1
dated November 12, 1999 and filed on December 1, 1999, and
incorporated herein by reference)
19 Current Report on Form 8-K/A (Amendment 2) dated November 12,
1999 and filed on January 28, 2000 (incorporated herein by
reference)
27 Financial Data Schedule
</TABLE>
17
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THE SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM 10-Q AND IS
QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 4-MOS
<FISCAL-YEAR-END> SEP-03-2000
<PERIOD-START> AUG-30-1999
<PERIOD-END> DEC-19-1999
<CASH> 715
<SECURITIES> 0
<RECEIVABLES> 966
<ALLOWANCES> 65
<INVENTORY> 4,385
<CURRENT-ASSETS> 6,765
<PP&E> 16,459
<DEPRECIATION> 0
<TOTAL-ASSETS> 61,150
<CURRENT-LIABILITIES> 9,924
<BONDS> 9,195
0
2
<COMMON> 50
<OTHER-SE> 27,249
<TOTAL-LIABILITY-AND-EQUITY> 61,150
<SALES> 33,708
<TOTAL-REVENUES> 33,708
<CGS> 26,227
<TOTAL-COSTS> 26,227
<OTHER-EXPENSES> 8,222
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 290
<INCOME-PRETAX> (1,106)
<INCOME-TAX> 0
<INCOME-CONTINUING> (1,106)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (1,106)
<EPS-BASIC> (.22)
<EPS-DILUTED> (.22)
</TABLE>
