SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
Quarterly Report Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
For the quarter ended November 30, 1997
Commission file number 0-14973
UNICO,INC.
(Exact name of Registrant as specified in its charter)
New Mexico 85-0270072
(State of Incorporation) (IRS Employer ID #)
Registrant's telephone number, including area code 505-326-2668
Securities registered pursuant to Section 12(g) of the Act:
$.20 par value common stock
(Title of class)
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 .
On December 31, 1997, there were 986,590 shares of registrant's
$0.20 par value common stock outstanding.
<PAGE>
INDEX
TO REPORT ON FORM 10-Q
FOR UNICO, INC.
Item in Form 10-Q Page
PART I: FINANCIAL INFORMATION
Item 1.Financial statements
Consolidated balance sheets as of November 30, 1997
and February 28, 1997 3
Consolidated statements of operations for the three
and nine month periods ended November 30, 1997 and 1996 5
Consolidated statements of cash flows for the
nine months ended November 30, 1997 and 1996 6
Notes to consolidated financial statements 7
Item 2.Managements discussion and analysis of financial
condition and results of operations. 8
PART II: OTHER INFORMATION
Item 1.Legal Proceedings 11
Item 4.Submission of Matters to a Vote of Security Holders 11
Item 5.Other Information 12
Item 6.Exhibits and Reports on Form 8-K 12
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<TABLE>
<CAPTION>
UNICO, INC.
Consolidated Balance Sheets
November 30, February 28,
1997 1997
(Unaudited)
<S> <C> <C>
ASSETS
CURRENT ASSETS
Cash and cash equivalents $ 957,430 $ 349,055
Accounts receivable 65,928 114,685
Accounts and accrued interest
receivable from related parties 179,089 7,899
Inventories 20,861 20,861
Notes receivable from related parties 224,013 310,200
Tax refund receivable 12,531 340 298
TOTAL CURRENT ASSETS 1,459,852 1,142,998
PROPERTY AND EQUIPMENT
Land, buildings and improvements 434,327 434,327
Equipment 164,930 164,930
Refinery equipment 1,183,333 1,183,333
Co-generation equipment 290,298 290,298
Oil and gas properties 894,400 894,400
Property, plant and equipment (gross) 2,967,288 2,967,288
Accumulated depreciation & depletion (1,926,906) (1,828,936)
1,040,382 1,138,352
OTHER ASSETS
Notes receivable 9,318 9,318
Other assets (net) 149,818 152,359
Investment in Chatfield Dean 600,500 600,000
Investment in partnership - 134,663
756,636 896,340
$ 3,259,870 $ 3,177,690
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<TABLE>
<CAPTION>
Consolidated Balance Sheets - Continued
November 30, February 28,
1997 1997
(Unaudited)
<S> <C> <C>
LIABILITIES AND STOCKHOLDERS EQUITY
CURRENT LIABILITIES
Trade accounts payable $ 65,476 $ 87,033
Taxes other than income 2,402 2,566
Other accrued expenses 17,133 3,115
Current portion of convertible
subordinated debentures payable
to related parties 178,000 178,000
Current portion of long-term debt - 8,892
Income taxes payable 33,800 -
TOTAL CURRENT LIABILITIES 296,811 279,606
LONG-TERM DEBT, net of current portion - 9,727
CONVERTIBLE SUBORDINATED DEBENTURES PAYABLE
TO RELATED PARTIES - -
DEFERRED TAXES PAYABLE 62,200 85,800
STOCKHOLDERS' EQUITY
Preferred stock, $0.01 par value,
authorized 8,000,000 shares,
none outstanding - -
Common stock, $0.20 par value,
authorized 2,500,000 shares,
issued and outstanding 986,590
shares 197,318 197,318
Additional paid in capital 2,042,576 2,042,576
Retained earnings 660,965 562,663
2,900,859 2,802,557
$ 3,259,870 $ 3,177,690
<FN>
See notes to consolidated financial
</TABLE>
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<TABLE>
<CAPTION>
UNICO, INC.
Consolidated Statements of Income
For the three months ended For the nine months ended
November 30, November 30, November 30, November 30,
1997 1996 1997 1996
(Unaudited) (Unaudited) (Unaudited) (Unaudited)
<S> <C> <C> <C> <C>
REVENUES
Refined product sales $ - $ 120,421 $ - $ 369,499
Electrical capacity and energy - 62,385 - 195,597
Rent and miscellaneous income 6,749 3,805 16,690 9,742
Natural gas sales 65,974 34,638 174,103 150,067
Income (loss) from investment in partnership (62,022) (304,690) 44,121 (940,317)
Management fees and overhead cost recovery 6,112 115,884 237,564 349,484
16,813 32,443 472,478 134,072
COSTS AND EXPENSES
Cost of sales 27,352 166,245 79,008 549,421
General and administrative 71,135 79,085 232,174 248,743
Depreciation, depletion and amortization 31,327 30,883 97,970 100,520
Interest, net (6,184) 5,230 (17,444) 10,319
126,630 281,443 391,708 909,003
INCOME (LOSS) FROM OPERATIONS
BEFORE INCOME TAXES (106,817) (249,000) 80,770 (774,931)
Provision for income taxes:
Current (21,430) (68,156) 6,068 (227,604)
Deferred (15,900) (3,950) (23,600) (11,850)
(37,330) (72,106) (17,532) (239,454)
NET INCOME (LOSS) $ (69,487) $ (176,894) $ 98,302 $ (535,477)
WEIGHTED AVERAGE NUMBER OF
SHARES OUTSTANDING 986,590 986,590 986,590 986,590
EARNINGS (LOSS) PER COMMON SHARE $ (0.07) $ (0.18) $ 0.10 $ (0.54)
<FN>
See notes to consolidated financial statements.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
UNICO, INC.
Consolidated Statements of Cash Flows
For the nine months ended
November 30, November 30,
1997 1996
(Unaudited) (Unaudited)
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss) $ 98,302 $(535,477)
Adjustments to reconcile net income
to cash provided by operating activities:
Depreciation, depletion and amortization 97,970 100,520
Deferred income taxes (23,600) (11,850)
(Income) loss on investment in partnership (44,121) 940,317
Changes in operating assets and liabilities:
(Increase) decrease in accounts receivable (122,433) (2,630)
(Increase) decrease in inventories - 15,387
Increase (decrease) in accounts payable
and accrued expenses (7,703) (10,809)
Decrease in refundable deposits 2,541 1,720
Income tax refunds received 355,499 -
Increase (decrease) in income taxes accrued 6,068 (632,755)
NET CASH FLOW PROVIDED, (USED) BY
OPERATING ACTIVITIES 362,523 (135,577)
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of equipment - (26,950)
Cash distribution received from partnership 178,784 318,829
Increase in certificates of deposit - (5,050)
Decrease in certificates of deposit - 235,000
Investment in Chatfield Dean (500) (100,000)
Increase in notes receivable (346,500) (187,112)
Collections on notes receivable 432,687 1,500
NET CASH FLOW PROVIDED (USED) BY
INVESTING ACTIVITIES 264,471 236,217
CASH FLOWS FROM FINANCING ACTIVITIES:
Increase in long-term debt - 26,950
Payments on long term debt (18,619) (138,051)
NET CASH FLOW USED BY FINANCING ACTIVITIES (18,619) (111,101)
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS$ 608,375 $ (10,461)
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 349,055 232,409
CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 957,430 $ 221,948
<FN>
See notes to consolidated financial statements.
</TABLE>
<PAGE>
Notes to Consolidated Financial Statements
The consolidated balance sheet as of November 30, 1997, the
consolidated statement of income for the three and nine month periods ended
November 30, 1997 and 1996, and the consolidated statement of cash flows
for the three and nine month periods ended November 30, 1997 and 1996, have
been prepared by the Company, without audit. In the opinion of management,
all adjustments, (which include only normal recurring adjustments),
necessary to present fairly the financial position, results of operations
and changes in cash at November 30, 1997, and for all periods presented
have been made.
The Company's financial statement for the period November 30, 1997 has
been prepared on a going concern basis which contemplates the realization
of assets and the settlement of liabilities and commitments in the normal
course of business. Several of the Company's revenue sources have
substantially declined over the past year. Management recognizes that the
Company must generate additional resources to replace its existing
depleting revenue base. The Company has positive working capital and
positive stockholders' equity at November 30, 1997. The Company also has
no material long-term debt service requirements at November 30, 1997. The
Company's current declining revenue stream would allow the Company to
sustain operations on an ongoing basis for at least the next fiscal year.
Management's plans to enhance its revenue base include consideration of the
sale of its refinery in Fredonia, Arizona, with a possible continued equity
participation, acquisition of, or merger with, other entities, or other
business transactions which would generate sufficient resources to assure
continuation of the Company's operations.
Certain information and footnote disclosures normally included in
financial statements prepared in accordance with generally accepted
accounting principals have been condensed or omitted. It is suggested that
these consolidated financial statements be read in conjunction with the
Company's Form 10-K, filed with the Securities and Exchange Commission.
The results of operations for the period ended November 30, 1997, are not
necessarily indicative of operating results for the full year.
Investment in Partnership
On October 6, 1997 and effective as of September 1, 1997, IC Partners
Ltd., ("ICPL"), the general partner of SCCLP, sold 100% of its interest in
SCCLP to an unrelated third party. Upon execution of the agreement ICPL,
along with the Company's wholly owned subsidiaries IC and GTI, terminated
all continuing interests and obligations associated with SCCLP. ICPL,
having no other assets or operations other than its interest in SCCLP filed
its final partnership tax returns as of December 31, 1997 and distributed
its net remaining assets, solely cash, to its various partners as a
liquidating distribution. Following is a summary of allocations recognized
by the Company in conjunction with the liquidation of ICPL.
Description IC GTI Total
Income from operations $ 66,870 $ 39,273 $ 106,143
Gain (loss) on liquidation 27,804 (89,826) (62,022)
Net income (loss) from investment $ 94,674 $ (50,553) $ 44,121
Investment account 02/28/97 $ 17,979 $ 116,684 $ 134,663
Income (loss) allocations 94,674 (50,553) 44,121
Liquidating distribution paid 12/97 (112,653) (66,131) (178,784)
Investment account 11/30/97 $ - $ - $ -
<PAGE>
The amounts shown as liquidating distributions from ICPL, which were
paid during December 1997, have been accrued by the Company and are
included in accounts receivable from related parties as of November 30, 1997.
While the Company's wholly owned subsidiary IC is no longer the
Managing General Partner of SCCLP, the new Managing General Partner will
continue to utilize administrative services provided by the Company until
such time that administrative functions can be integrated under the control
of new management. The Company will receive reimbursement for
administrative services rendered on a time and materials basis.
Item 2. Managements Discussion and Analysis of Financial Condition and
Results of Operations.
Business
The Company was incorporated under the laws of the State of New Mexico
in April, 1979. Company resources are segmented into four categories of
business; petroleum product refining and processing, electrical energy
production, natural gas production, and methanol production. Currently,
refining and processing and electrical energy production are performed by
the Company's wholly-owned subsidiary, Intermountain Refining, Co., Inc.
("IRC"), while natural gas production is carried-out by the Company under
the name Unico Resources. Until September, 1997, through its wholly-owned
subsidiary, Intermountain Chemical, Inc., the Company managed and operated
a methanol production facility, owned by others, in Commerce City,
Colorado. Through its wholly owned subsidiary GTGI, the Company maintained
a limited partnership interest in the general partner of the methanol
production facility.
Refining
The Company in the past refined low-cost, heavy crude oil and other low
gravity refined products into diesel fuel, fuel oils, and asphalt which
were generally marketed on a wholesale basis in the Intermountain region.
IRC experienced a sharp reduction in the availability of crude oil from
it's traditional sources and has operated it's refinery only on a limited
basis during the past four years. The Company is hopeful that a long term
solution to the supply shortage can be resolved but thus far has been
unsuccessful in locating raw materials that would allow the economic
operation of the facility. In addition, IRC periodically provides certain
asphalt terminalling services wherein IRC receives a fixed monthly fee and
reimbursement of certain operating expenses directly related to the service
provided.
Co-Generation
The co-generation plant is capable of producing up to 3,000 kilowatts
of electrical energy that has been sold to an electric company in the local
area. Additionally, when the refinery is operating the plant produces all
electricity and a portion of the steam used in the refining process thereby
contributing some savings in refinery operating costs. In 1997 the
Company's electric customer terminated its electric purchase agreement with
the Company and the co-generation plant has been idled pending
identification of alternative uses for this resource.
Natural Gas Production
In July, 1988, the Company acquired an interest in and began operating
20 natural gas wells located in the Hugoton basin in Southwestern Kansas.
Natural gas and helium produced is sold, under exclusive contract, to K.N.
Energy, of Lakewood, Colorado.
<PAGE>
Methanol Production
In July, 1988, the Company initiated a project to construct a 250 ton
per day methanol production facility in the Denver, Colorado area. The
facility converts natural gas into chemical grade methanol which is
marketed to refiners and chemical distributors. The Company, through its
subsidiary IC, was the managing general partner of Sand Creek Chemical
Limited Partnership ("SCCLP") which performs all production and marketing
operations associated with the facility. IC held the general partnership
interest in IC Partners Limited, ("IC-PL"), the general partner of SCCLP.
The facility is owned by Fleet Bank, previously Shawmut Bank Connecticut,
who leases the facility to SCCLP under a fifteen year operating lease.
Construction and start-up testing of the facility was substantially
completed in October 1993 and the facility is currently operating near
design capacity. The Company provided management, accounting and personnel
services to the facility and was active in the completion of construction
of the project. The Company has received various payments and expense
reimbursements associated with its services and activities on the project.
In December 1994, the Company, through another wholly owned subsidiary
GTGI, acquired a limited partnership interest in IC-PL. The Company
received allocations of SCCLP income and loss in accordance with the
various interests held in IC-PL.
In October 1997, and effective as of September 1, 1997, IC-PL sold all of
its interest in SCCLP to an unrelated third party. Except for providing
continuing administrative services on a temporary basis, the Company no
longer has any involvement with SCCLP.
Results of Operations
Quarter ended November 30, 1997 compared to quarter ended
November 30, 1996
Total revenues declined to $17,000, down 48% from $32,000 realized
during the prior year quarter. Earnings before income taxes increased to a
loss of $107,000 representing a 57% improvement over a loss of $249,000
during the same period last year. Cash flow increased to $608,000, a
significant improvement over the use of $10,000 realized in the prior year
quarter.
The decrease in revenues is attributed to a $183,000 decline in
revenues from brokered crude oil and electrical generation revenues which
were both discontinued during the prior year, a decrease of $110,000 in
management fees associated with the management of SCCLP which was
discontinued in August 1997, offset by a slight increase in rental income,
a $31,000 increase in natural gas sales due to improved production and net
back prices realized, and a $243,000 decrease in loss allocations
associated with SCCLP.
Operating income (loss) by industry segment, before allocation of
general corporate overhead for the third quarter of 1998 compared to the
same period during 1997 is as follows:
Increase
Segment 1998 1997 (Decrease)
Refining $ (12,600) $ (33,200) $ 20,600
Electrical generation (3,000) 42,200 (45,200)
Gas production 31,200 10,800 20,400
Methanol project (56,000) (188,700) 132,700
Corporate overhead
and other (66,400) (80,100) 13,700
$(106,800) $ (249,000) $ 142,200
<PAGE>
The decline in refining losses is attributed to reduced employment and
maintenance costs associated with idling of the refinery. The decline in
electrical generation income is the result of idling of the generators.
The increase in natural gas production earnings is attributed to increased
sales prices and production volumes offset by some increases in major well
workover costs. The significant improvement in the methanol project
revenues is attributed to improved operating performance and higher product
prices experienced prior to the sale of the SCCLP interest. The reduction
in general overhead costs is associated with cost saving measures
implemented as a result of reductions in operating activities.
Nine months ended November 30, 1997 compared to nine months ended
November, 30, 1996
Total revenues for the current year increased to $472,000, a 252%
increase over $134,000 experienced during the same period last year.
Earnings before income taxes for the current year to date were $81,000
compared to a loss of $775,000 during the same period last year. Cash flow
for the first nine months of the current year was $608,000 compared to a
use of $10,000 during the first nine months last year.
The increase in revenue is mainly attributed to the substantial
increase from partnership income allocations of $984,000 offset by declines
in refining and electrical generation revenues of $565,000 and diminished
management fee revenues of $112,000. Rental income, and natural gas sales
however, the two currently remaining activities of the Registrant,
increased over last year by $7,000 and $24,000 respectively. The increase
in natural gas revenues was due to a slight increase in production over
last year coupled with substantial price improvements compared to last
year.
Operating income (loss) by industry segment, before allocation of
general corporate overhead for the first nine months of 1998 compared to
the same period during 1997 is as follows:
Increase
Segment 1998 1997 (Decrease)
Refining $ (29,200) $ (101,600) $ 72,400
Electrical generation (9,200) 114,500 (123,700)
Gas production 71,200 66,400 4,800
Methanol project 281,500 (591,100) 872,600
Corporate overhead
and other (233,500) (263,100) 29,600
$ 80,800 $ (774,900) $ 855,700
The reduction in losses associated with refining activities is the
result in cost saving measures implemented while the refinery is in a shut
down mode. The reduction in earnings associated with electrical generation
is attributed to the termination of the stand-by power agreement in January
1997. It should be noted that the majority of losses experienced currently
for both refining and generation consist of ongoing depreciation charges.
The slight improvement in natural gas production earnings is attributed to
the previously mentioned improvements in revenues offset by some increases
in well workover expenses which should benefit production over several
years and a one time charge for plugging one non-producing well. The
substantial improvement associated with the methanol project is attributed
to improved operations at the SCCLP facility and higher product prices
realized compared to last year resulting in increased income allocations to
the Registrant. Management fee income and overhead cost reimbursements
were substantially unchanged from the prior year. As noted in the
financial statements filed with this report, the Registrant, effective as
of September 1, 1997, no longer holds a partnership interest in SCCLP nor
will it receive further management fees. It has however received certain
reimbursements for administrative services which will diminish over the
next several months. The reduction in corporate overhead costs is
attributed to an increase in rental income, a slight reduction in office
related expenses, and an increase in interest income.
<PAGE>
Liquidity and Capital Resources
The Registrant had cash and cash equivalents of $957,000 as of November
30, 1997 compared to $349,000 at the beginning of the year representing a
$608,000 increase. The increase consists of a $363,000 contribution from
operations, net collections of notes receivable of $86,000, partnership
liquidating distributions of $178,000, offset by payments on debt of
$4,000.
Presently, capital requirements are viewed to be minimal as the
Registrants has relatively little debt and management believes that cash
flow from ongoing operations will be adequate to meet cash demands in the
near future. Longer term however, it is recognized that the Registrant
will need to utilize its resources and develop additional sources of cash
flow to avoid depletion of current working capital.
Significant sources of cash flow in the coming months consists of an
estimated $10,000 per month from natural gas production, and an additional
$5,000 per month from rental and interest income. It is estimated that
ongoing administrative costs will be approximately $13,500 per month before
consideration of possible cost reductions associated with the phaseout of
SCCLP administrative services. The Registrant presently has sufficient
cash on hand to retire all of its outstanding debt.
Inflation, Deflation and Changing Prices
The results of operations and capital expenditures will continue to be
affected by inflation, deflation and changing prices. Prices of natural
gas could have a materially adverse effect on the Registrant's operations.
Management is unable to predict the full impact of these factors on the
results of operations or working capital.
PART II: OTHER INFORMATION
Item 1.Legal Proceedings
(a)There are presently no legal proceedings pending of which
the Registrant is a party.
Item 4.Submission of Matters to a Vote of Security Holders
(a)On December 11, 1997 the Registrants annual meeting of shareholders
was held in the Registrants Corporate Offices in Farmington, New
Mexico. Proxies were not solicited for the meeting. There were
679,618 shares, 68.9% of the Registrants outstanding common shares,
represented at the meeting.
(b)The previous Board of Directors consisting of William N. Hagler and
Rick L. Hurt, was relected in its entirety.
(c)Other matters presented for vote, and the results of such vote are
as follows:
(1)Atkinson and Co. were selected to continue as financial auditors
for the Registrant. Voting: For 678,618, Against 0, Abstained 0.
(2)The Registrant was authorized to amend its Articles of
Incorporation increasing the number of authorized $.20
par value common stock from 2,500,000 to 50,000,000.
Voting: For 679,618, Against 0, Abstained 0.
<PAGE>
(3)The Board of Directors of Registrant were authorized to take
such steps as are necessary or appropriate to position the
Registrant for a merger or acquisition in the near future.
Voting: For 679,618, Against 0, Abstained 0.
Item 5.Other Information
(a)On October 6, 1997, ICPL, the general partner of SCCLP of which
the Registrant owns 90%, executed an agreement to sell all of its
interest in SCCLP to an unrelated third party. The effective date
of the sale was September 1, 1997. As a result of the sale, IC, a
wholly owned subsidiary of the Registrant, is no longer the managing
general partner of SCCLP and the Registrant is relived of all
continuing obligations, contingent or otherwise, associated with
general partnership interests in SCCLP. ICPL, has essentially
wrapped up of all of its financial affairs and distributed all of
its net assets to its partners prior to December 31, 1997. The
Registrant will continue to provide certain administrative services
to SCCLP on a temporary basis pending the transfer of all accounting
and reporting activities to the new general partner. As part of the
agreement, the Registrant, along with William N. Hagler, its
president, have agreed not to compete in the methanol production
business for a period of three years. The Registrant believes
that based on the checkered history of the methanol facility, and
scheduled increases in plant lease costs slated for early 1998, the
disposal of its interest in SCCLP and the termination of ongoing
obligations associated with the management of the partnership is in
the best interest of the Registrant and its shareholders.
Item 6.Exhibits and Reports on Form 8-K
(b)There were no submissions on Form 8-K during the period covered by
this report.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following persons on behalf of the
Registrant and in capacities and on the dates indicated:
UNICO, INC.
By: Rick L. Hurt Date: January 14, 1998
Rick L. Hurt, Controller, Secretary,
Treasurer, and Chief Financial Officer
<TABLE> <S> <C>
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