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---------------January 4, 2001------------------
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from--------------------to--------------------------
Commission file number---------------------- 1-11556--------------------------
UNI-MARTS, INC.
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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-----
7,040,473 Common Shares were outstanding at February 9, 2001.
This Document Contains 19 Pages.
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UNI-MARTS, INC. AND SUBSIDIARIES
INDEX
PART I. FINANCIAL INFORMATION
------------------------------ PAGE(S)
Item 1. Financial Statements
Condensed Consolidated Balance Sheets -
January 4, 2001 and September 30, 2000 3-4
Condensed Consolidated Statements of Operations -
Quarters Ended January 4, 2001 and December 30, 1999 5
Condensed Consolidated Statements of Cash Flows -
Quarters Ended January 4, 2001 and December 30, 1999 6-7
Notes to Condensed Consolidated Financial Statements 8-11
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations 12-14
Item 3. Quantitative and Qualitative Disclosures About Market
Risk 15
PART II. OTHER INFORMATION
----------------------------
Item 6. Exhibits and Reports on Form 8-K 15-17
Exhibit Index 19
-2-
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
UNI-MARTS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
January 4, September 30,
2001 2000
------------ -------------
(Unaudited)
ASSETS
CURRENT ASSETS:
Cash $ 5,012,676 $ 7,881,674
Accounts receivable - less allowances of
$213,500 and $226,200 4,701,520 6,106,062
Inventories 16,525,728 16,235,721
Prepaid and current deferred taxes 1,840,838 1,856,208
Property held for sale 1,370,891 1,603,421
Prepaid expenses and other 1,010,776 1,204,554
Loan due from officer - current portion 60,000 60,000
------------ ------------
TOTAL CURRENT ASSETS 30,522,429 34,947,640
PROPERTY, EQUIPMENT AND IMPROVEMENTS -
at cost, less accumulated depreciation and
amortization of $55,356,600 and
$53,681,900 103,145,139 100,701,217
LOAN DUE FROM OFFICER 420,000 420,291
NET INTANGIBLE AND OTHER ASSETS 8,087,699 8,168,366
------------ ------------
TOTAL ASSETS $142,175,267 $144,237,514
============ ============
-3-
UNI-MARTS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(CONTINUED)
January 4, September 30,
2001 2000
------------ -------------
(Unaudited)
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable $ 12,680,240 $ 18,400,556
Gas taxes payable 3,726,117 3,399,429
Accrued expenses 6,216,755 7,028,709
Current maturities of long-term debt 2,239,140 2,232,728
Current obligations under capital leases 385,918 385,918
------------ ------------
TOTAL CURRENT LIABILITIES 25,248,170 31,447,340
LONG-TERM DEBT, less current maturities 77,782,354 74,219,620
OBLIGATIONS UNDER CAPITAL LEASES,
less current maturities 689,891 786,205
DEFERRED TAXES 3,223,900 2,956,300
DEFERRED INCOME AND OTHER LIABILITIES 5,718,895 5,859,928
COMMITMENTS AND CONTINGENCIES
STOCKHOLDERS' EQUITY:
Common Stock, par value $.10 per share:
Authorized 15,000,000 shares
Issued 7,366,154 and 7,361,123
shares, respectively 736,615 736,112
Additional paid-in capital 23,797,774 23,816,387
Retained earnings 7,046,965 6,527,095
------------ ------------
31,581,354 31,079,594
Less treasury stock, at cost - 325,681
and 333,714 shares of Common Stock,
respectively ( 2,069,297) ( 2,111,473)
------------ ------------
29,512,057 28,968,121
------------ ------------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $142,175,267 $144,237,514
============ ============
See notes to consolidated financial statements
-4-
UNI-MARTS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
QUARTER ENDED
January 4, December 30,
2001 1999
----------- ------------
REVENUES:
Merchandise sales $ 50,481,836 $36,492,633
Gasoline sales 58,459,122 33,478,626
Other income 676,933 269,976
------------ ------------
109,617,891 70,241,235
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COSTS AND EXPENSES:
Cost of sales 86,351,210 53,779,378
Selling 16,694,854 12,075,104
General and administrative 1,870,893 1,553,071
Depreciation and amortization 1,977,361 1,432,104
Interest 1,936,103 928,210
------------ ------------
108,830,421 69,767,867
------------ ------------
EARNINGS BEFORE INCOME TAXES 787,470 473,368
INCOME TAX PROVISION 267,600 142,000
------------ ------------
NET EARNINGS $ 519,870 $ 331,368
============ ============
NET EARNINGS PER SHARE $ 0.07 $ 0.05
============ ============
DILUTED EARNINGS PER SHARE $ 0.07 $ 0.05
WEIGHTED AVERAGE NUMBER OF
COMMON SHARES OUTSTANDING 7,036,310 6,942,957
============ ============
WEIGHTED AVERAGE NUMBER OF
COMMON SHARES OUTSTANDING
ASSUMING DILUTION 7,068,178 6,942,957
============ ============
See notes to consolidated financial statements
-5-
UNI-MARTS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
QUARTER ENDED
January 4, December 30,
2001 1999
------------ ------------
CASH FLOWS FROM OPERATING ACTIVITIES:
Cash received from customers and others $110,794,787 $ 69,870,672
Cash paid to suppliers and employees ( 110,678,214) ( 69,769,786)
Dividends and interest received 22,686 21,320
Interest paid ( 2,382,030) ( 875,715)
Income taxes received 15,370 43,717
------------ ------------
NET CASH USED BY OPERATING ACTIVITIES ( 2,227,401) ( 709,792)
CASH FLOWS FROM INVESTING ACTIVITIES:
Receipts from sale of capital assets 242,429 12,525
Purchase of property, equipment and
improvements ( 4,260,529) ( 1,624,534)
Note receivable from officer 291 262
Cash advanced for intangible and other
assets ( 60,240) ( 61,186)
Cash received for intangible and other
assets 8,648 567,249
------------ ----------
NET CASH USED BY INVESTING ACTIVITIES ( 4,069,401) ( 1,105,684)
CASH FLOWS FROM FINANCING ACTIVITIES:
Borrowings (payments) on revolving credit
agreement 583,007 ( 300,000)
Additional long-term borrowings 3,624,322 1,067,658
Principal payments on debt ( 786,071) ( 335,421)
Proceeds from issuance of common stock 6,546 0
------------ -----------
NET CASH PROVIDED BY FINANCING ACTIVITIES 3,427,804 432,237
------------ -----------
NET DECREASE IN CASH ( 2,868,998) ( 1,383,239)
CASH:
Beginning of period 7,881,674 1,944,358
------------ ------------
End of period $ 5,012,676 $ 561,119
============ ============
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UNI-MARTS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(CONTINUED)
(Unaudited)
QUARTER ENDED
January 4, December 30,
2001 1999
---------- ------------
RECONCILIATION OF NET EARNINGS TO NET CASH
USED BY OPERATING ACTIVITIES:
NET EARNINGS $ 519,870 $ 331,368
ADJUSTMENTS TO RECONCILE NET EARNINGS TO
NET CASH USED BY OPERATING ACTIVITIES:
Depreciation and amortization 1,977,361 1,432,104
Loss on sale of capital assets and other 30,700 118,316
Changes in assets and liabilities:
(Increase) decrease in:
Accounts receivable 1,404,542 ( 270,512)
Inventories ( 290,007) 515,988
Prepaid expenses 193,778 87,416
Increase (decrease) in:
Accounts payable and accrued expenses ( 6,205,582) ( 2,759,643)
Deferred income taxes and other
liabilities 141,937 ( 164,829)
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TOTAL ADJUSTMENTS TO NET EARNINGS ( 2,747,271) ( 1,041,160)
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NET CASH USED BY OPERATING ACTIVITIES ($ 2,227,401) ($ 709,792)
=========== ==========
See notes to consolidated financial statements
-7-
UNI-MARTS, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
A. FINANCIAL STATEMENTS:
The consolidated balance sheet as of January 4, 2001, the consolidated
statements of operations and the consolidated statements of cash flows for
the quarters ended January 4, 2001 and December 30, 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
January 4, 2001 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, 2000. Certain reclassifications
have been made to the September 30, 2000 financial statements to conform to
classifications used in fiscal year 2001. The results of operations for the
interim periods are not necessarily indicative of the results to be obtained
for the full year.
B. BUSINESS ACQUISITION:
In the Company's fiscal year 2000, pursuant to an asset purchase agreement,
the Company purchased the operating assets of Orloski Service Station, Inc.
and its owners (collectively "OSSI") for approximately $42.7 million in cash.
The transaction was accounted for as a purchase, and accordingly, operations
of the acquired OSSI assets are included in the consolidated financial
statements from the date of acquisition.
The following table summarizes, on an unaudited pro forma basis,the estimated
combined statement of operations for the quarter ended December 30, 1999 as
though the acquisition took place on October 1, 1999. This pro forma
information does not purport to be indicative of the results of operations
that would actually have been obtained if the acquisition had been effective
on the date indicated.
Quarter Ended
December 30,
1999
-------------
Revenues $92,576,126
Earnings before income taxes $ 360,566
Net earnings $ 216,366
Pro forma earnings per share $ 0.03
-8-
C. INTANGIBLE AND OTHER ASSETS:
Intangible and other assets consist of the following:
January 4, September 30,
2001 2000
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Goodwill $8,874,157 $ 8,874,157
Lease acquisition costs 439,153 439,153
Noncompete agreements 250,000 250,000
Other intangible assets 165,344 175,395
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9,728,654 9,738,705
Less accumulated amortization 2,717,246 2,601,107
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7,011,408 7,137,598
Other assets 1,076,291 1,030,768
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$8,087,699 $8,168,366
========== ===========
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.
D. REVOLVING CREDIT AGREEMENT:
On April 20, 2000, the Company executed a 3-year secured $10.0 million
revolving loan agreement (the "Agreement") with $3.5 million available for
letters of credit. At January 4, 2001, $5.3 million was available for
borrowings under the Agreement. This Agreement expires on April 19, 2003.
Provisions of the Agreement require the maintenance of certain covenants
relating to minimum tangible net worth, interest and fixed charge coverage
ratios. The Company was in compliance with these covenants as of January 4,
2001. Borrowings of $1.7 million and letters of credit of $3.0 million were
outstanding at January 4, 2001. This facility bears interest at the
Company's option based on a rate of either prime plus 1% or LIBOR plus 3.0%.
The interest rate at January 4, 2001 was 10.5%. The Agreement is
collateralized by substantially all of the Company's eligible inventories and
eligible receivables and selected properties. The net book value of these
selected properties at January 4, 2001 was $2,520,800.
-9-
E. LONG-TERM DEBT:
January 4, September 30,
2001 2000
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Mortgage Loan. Principal and interest will
be paid in 212 monthly installments. The
loan bears interest at 9.08%. The effective
interest rate at January 4, 2001 was 10.23%,
net of unamortized fees of $1,394,363
($1,425,995 in 2000). $32,816,279 $33,047,242
Mortgage Loan. Principal and interest will
be paid in 233 monthly installments. The
loan bears interest at LIBOR plus 3.75%.
The effective interest rate at January 4,
2001 was 10.83%, net of unamortized fees of
$429,185 ($437,653 in 2000). 21,696,534 21,804,203
Mortgage Loan. Principal and interest will
be paid in 233 monthly installments. The loan
bears interest at 10.39%. The effective
interest rate at January 4, 2001 was 11.24%,
net of unamortized fees of $132,699 ($135,298
in 2000). 6,696,078 6,729,704
Mortgage Loans. Principal and interest
are paid in monthly installments. The loans
expire in 2009, 2010 and 2020. Interest
ranges from the prime rate to LIBOR plus
3.75%. The blended interest rate at
January 4, 2001 was 10.16%. 6,576,181 3,466,311
Revolving Credit Agreement. Interest is paid
monthly. The interest rate at January 4,
2001 was 10.50%. (See Note D) 1,726,409 1,143,402
Equipment Loans. Principal and interest are
paid in monthly installments. The loans
expire in 2010 and 2011 and bear interest at
LIBOR plus 3.75%. The effective interest rate
at January 4, 2001 was 11.04%, net of
unamortized fees of $176,533 ($176,414
in 2000). 9,349,975 9,028,276
Equipment Loan. Principal and interest will
be paid in 114 monthly installments. The loan
expires in 2010 and bears interest at 10.73%.
The effective interest rate at January 4, 2001
was 11.82%, net of unamortized fees of
$19,816 ($20,713 in 2000). 1,037,680 1,058,413
Equipment Loan. Principal and interest are
paid in monthly installments. The loan
expires in 2001 and bears interest at
10.00%. 122,358 174,797
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80,021,494 76,452,348
Less current maturities 2,239,140 2,232,728
----------- -----------
$77,782,354 $74,219,620
=========== ===========
-10-
E. LONG-TERM DEBT (CONTINUED):
The mortgage loans are collateralized by $67,041,900 of property, at net
book value, and the equipment loans are collateralized by $5,052,700 of
equipment, at net book value.
F. 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.
-11-
ITEM 2.
UNI-MARTS, INC. AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Set forth below are selected unaudited consolidated financial data of the
Company for the periods indicated:
QUARTER ENDED
January 4, December 30,
2001 1999
---------- ------------
Revenues:
Merchandise sales 46.1% 51.9%
Gasoline sales 53.3 47.7
Other income 0.6 0.4
----- -----
Total revenues 100.0 100.0
Cost of sales 78.8 76.6
----- -----
Gross profit:
Merchandise (as a percentage of
merchandise sales) 33.2 34.3
Gasoline (as a percentage of
gasoline sales) 10.0 10.9
Total gross profit 21.2 23.4
Costs and expenses:
Selling 15.2 17.2
General and administrative 1.7 2.2
Depreciation and amortization 1.8 2.0
Interest 1.8 1.3
----- -----
Total expenses 20.5 22.7
Earnings before income taxes 0.7 0.7
Income tax provision 0.2 0.2
----- -----
Net earnings 0.5% 0.5%
===== =====
OPERATING DATA (RETAIL LOCATIONS ONLY):
Average, per store, for stores open
two full comparable periods:
Merchandise sales $ 156,751 $ 154,630
Gasoline sales $ 211,832 $ 186,284
Gallons of gasoline sold 165,754 175,788
Total gallons of gasoline sold 45,637,151 31,584,852
Gross profit per gallon of
gasoline $ 0.128 $ 0.116
STORE INFORMATION:
Company-operated stores 292 246
Franchisee-operated stores 7 9
Locations with self-service gasoline 238 194
-12-
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.
BUSINESS ACQUISITION
--------------------
On April 21, 2000, the Company acquired the operating assets and business of
Orloski Service Station, Inc. and its affiliates (collectively "OSSI"). OSSI
operated a chain of 43 convenience stores in northeastern Pennsylvania. The
acquisition has had a significant impact on levels of revenues and expenses in
the quarter ended January 4, 2001 in comparison to the quarter ended
December 30, 1999.
QUARTERS ENDED JANUARY 4, 2001 AND DECEMBER 30, 1999
----------------------------------------------------
Total revenues in the quarter ended January 4, 2001 were $109.6 million, an
increase of $39.4 million, or 56.1%, compared to total revenues of $70.2 million
in the quarter ended December 30, 1999. Merchandise sales grew $14.0 million,
or 38.3%, as a result of the stores acquired in April 2000 and a 1.4% comparable
sales growth at the Company's stores. The additional stores in operation and a
$0.22 increase in the average price per gallon sold, partially offset by a 5.7%
decline in comparable gallons sold, were the primary contributors of the $25.0
million, or 74.6%, increase in gasoline sales.
Gross profits on merchandise sales were $16.7 million in the first quarter of
fiscal year 2001 compared to $12.5 million in the first quarter of fiscal year
2000. This increase of $4.2 million, or 33.6%, is largely the result of gross
profits on merchandise sales at the acquired stores. Gross profits on gasoline
grew by $2.2 million, or 59.6%, from $3.6 million in the quarter ended
December 30, 1999 to $5.8 million in the quarter ended January 4, 2001. This
increase is primarily due to the sale of an additional 14.1 million gallons of
gasoline by the Company and an increase in the gross profit per gallon sold.
Selling expenses were $16.7 million in the quarter ended January 4, 2001
compared to $12.1 million in the same quarter of fiscal year 2000, an increase
of $4.6 million. The additional stores in operation and the opening of the
Company's first travel center in early December 2000 contributed to the 38.3%
increase in selling expenses. General and administrative expense increased by
$318,000, or 20.5%, resulting from higher staffing levels due to the additional
stores in operation, pay raises granted at the beginning of fiscal year 2001,
and incentive programs established by the Company. Depreciation and
amortization increased by $545,000, or 38.1%, largely due to the stores acquired
by the Company in April 2000. Interest expense increased by $1.0 million in the
first quarter of fiscal year 2001 in comparison to the same quarter of fiscal
year 2000. This increase
-13-
is primarily the result of higher borrowing levels to
finance the April 2000 acquisition and recent new store construction.
Earnings before income taxes in the quarter ended January 4, 2001 were $787,000
compared to pre-tax earnings of $473,000 in the first quarter ended December 30,
1999. The provision for income taxes was $268,000 in the current fiscal year's
first quarter compared to a tax provision of $142,000 in the same quarter of
fiscal year 2000. Net earnings for the quarter ended January 4, 2001 were
$520,000, or $0.07 per share, compared to net earnings for the quarter ended
December 30, 1999 of $331,000, or $0.05 per share.
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.
In the first quarter of fiscal year 2001, the Company had capital expenditures
of $4.3 million, including $3.4 million for new store construction and $0.9
million for remodeling and equipping store locations. These expenditures were
financed by $3.6 million in secured mortgage and equipment loans and $0.7
million from operating cash flow.
Capital requirements for debt service and capital leases for the remaining three
quarters of fiscal year 2001 are approximately $1.9 million. The Company also
anticipates capital expenditures of $6.4 million during this period. Management
believes that cash from operations and the available credit facilities will be
sufficient to meet the Company's obligations for the foreseeable future.
-14-
Item 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
The Company uses its revolving credit facility and its mortgage and equipment
loans to finance a significant portion of its operations. These on-balance
sheet financial instruments, to the extent they provide for variable rates of
interest, expose the Company to interest rate risk resulting from changes in the
LIBOR or prime rate.
To the extent that the Company's financial instruments expose the Company to
interest rate risk, they are presented in the table below. The table presents
principal cash flows and related interest rates by year of maturity for the
Company's revolving credit facility, mortgage loans and equipment loans at
January 4, 2001.
Fiscal Year of Maturity
(dollar amounts in thousands)
Total Fair
Due At Value at
2001 2002 2003 2004 2005 Thereafter Maturity 1/4/01
------ ------ ------ ------ ------ ---------- -------- --------
Interest-rate sensitive assets:
-------------------------------
Noninterest-bearing
checking accounts $2,439 $ 0 $ 0 $ 0 $ 0 $ 0 $ 2,439 $ 2,439
Interest-bearing
checking accounts $2,574 $ 0 $ 0 $ 0 $ 0 $ 0 $ 2,574 $ 2,574
Average interest rate 5.90% 5.90%
---------------------------------------------------------------------------
$5,013 $ 5,013 $ 5,013
3.03% 3.03% --
Interest-rate sensitive liabilities:
------------------------------------
Variable-rate borrowings $ 907 $1,203 $3,007 $1,425 $1,587 $29,355 $37,484 $38,090
Average interest rate 9.83% 9.83% 9.84% 9.80% 9.80% 9.80% 9.80% --
Fixed-rate borrowings $ 721 $1,088 $1,143 $1,271 $1,411 $36,903 $42,537 $46,560
Average interest rate 9.36% 9.36% 9.36% 9.36% 9.36% 9.36% 9.36% --
----------------------------------------------------------------------------
$1,628 $2,291 $4,150 $2,696 $2,998 $66,258 $80,021 $84,650
9.58% 9.58% 9.58% 9.56% 9.56% 9.55% 9.55% --
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).
-15-
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 thereto).
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. Performance Unit Plan (Filed as Exhibit 10.9 to the
Annual Report of Uni-Marts, Inc. on Form 10-K for year ended
September 30, 1994 and incorporated herein by reference thereto).
10.6 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).
10.7 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).
10.8 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).
10.9 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).
10.10 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).
10.11 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).
10.12 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).
-16-
10.13 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).
10.14 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).
10.15 Equipment Loan Agreement between FFCA Funding Corporation and
Uni-Marts, Inc. dated April 21, 2000 (Filed as Exhibit 20.4 to the
Company's Form 8-K filed on May 8, 2000 and incorporated herein by
reference thereto).
10.16 Revolving Credit Loan Agreement between Provident Bank and
Uni-Marts, Inc. dated April 20, 2000 (Filed as Exhibit 10.15 to the
Company's Quarterly Report on Form 10-Q for the period ended
June 29, 2000 and incorporated herein by reference thereto).
11 Statement regarding computation of per share earnings.
(b) REPORTS ON FORM 8-K
The Company did not file any reports on Form 8-K during the quarter ended
January 4, 2001.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
Uni-Marts, Inc.
--------------------------------
(Registrant)
/S/ HENRY D. SAHAKIAN
Date February 20, 2001 ---------------------------------
----------------- Henry D. Sahakian
Chairman of the Board
(Principal Executive Officer)
/S/ N. GREGORY PETRICK
Date February 20, 2001 ---------------------------------
----------------- N. Gregory Petrick
Executive Vice President and
Chief Financial Officer
(Principal Accounting Officer)
(Principal Financial Officer)
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UNI-MARTS, INC. AND SUBSIDIARIES
EXHIBIT INDEX
Number Description Page(s)
------ ----------- -------
11 Statement regarding computation of per
share earnings. 20
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