<PAGE> 1
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A
AMENDMENT NO. 1
CURRENT REPORT
PURSUANT TO SECTION 13 OR
15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
DATE OF REPORT: JUNE 27, 1996 COMMISSION FILE NUMBER 0-15671
UNICOMP, INC.
(Exact name of Registrant as specified in its charter)
Colorado 84-1003745
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
1800 Sandy Plains Pkwy, Ste. 305
Marietta, Georgia 30066
(Address of principal executive offices) (zip code)
Registrant's telephone number:
(770) 424-3684
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<PAGE> 2
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial Statements of Business Acquired:
On April 16, 1996, UniComp, Inc. ("the Company") completed its
acquisition of Smoky Mountain Technologies, Inc. ("SMT"). The Company
issued 500,000 shares of its common stock for all of the outstanding
common stock of SMT. The transaction was accounted for as a
pooling-of-interest and audited financial statements for the appropriate
period based on the significant subsidiary tests are filed under this
item.
<PAGE> 3
REPORT OF INDEPENDENT ACCOUNTANTS
To the Stockholders and Directors of
Smoky Mountain Technologies, Inc.
We have audited the accompanying balance sheet of Smoky Mountain Technologies,
Inc. as of December 31, 1995 and the related statements of operations, changes
in stockholders' equity and cash flows for the year then ended. These financial
statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audit.
We conducted our audit in accordance with generally accepted auditing standards.
Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audit provides a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Smoky Mountain Technologies,
Inc., as of December 31, 1995 and the results of its operations and its cash
flows for the year then ended in conformity with generally accepted accounting
principles.
Coopers & Lybrand L.L.P.
Atlanta, Georgia
May 2, 1996
2
<PAGE> 4
SMOKY MOUNTAIN TECHNOLOGIES, INC.
BALANCE SHEET
December 31, 1995
<TABLE>
<S> <C>
ASSETS
Current assets:
Cash $ 22,430
Trade accounts receivable, net of allowance for doubtful accounts of $14,000 322,322
Related party receivables 42,004
Taxes receivable 15,228
Inventories 103,099
Other 10,627
--------
Total current assets 515,710
Property and equipment, net 131,175
Capitalized software development costs, net of accumulated amortization of $2,427 8,493
--------
Total assets $655,378
========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Trade accounts payable $235,253
Accrued expenses 104,677
Deferred revenue 75,000
Current portion of long-term debt 74,265
--------
Total current liabilities 489,195
Notes payable 32,699
Total liabilities 521,894
--------
Commitments and contingencies (Note 6)
Stockholders' equity:
10% noncumulative nonvoting convertible preferred stock, par value $1,000;
authorized 990 shares, issued and outstanding 149 shares 149,000
Common stock, no par value; authorized 100,000, issued and outstanding 75,000 shares 33,186
Retained deficit (48,702)
--------
Total liabilities and stockholders' equity $655,378
========
</TABLE>
The accompanying notes are an integral part of these financial statements.
3
<PAGE> 5
SMOKY MOUNTAIN TECHNOLOGIES, INC.
STATEMENT OF OPERATIONS
for the year ended December 31, 1995
<TABLE>
<S> <C>
Revenues:
Licensing $714,892
Services 169,941
--------
Total revenues 884,833
--------
Cost of sales 245,797
--------
Gross profit 639,036
--------
Selling, general and administrative 670,771
Depreciation and amortization expense 16,827
--------
Total operating expenses 687,598
Operating loss (48,562)
Other income 6,689
--------
Loss before provision for income taxes (41,873)
Income tax benefit 10,441
--------
Net loss $(31,432)
========
</TABLE>
The accompanying notes are an integral part of these financial statements.
4
<PAGE> 6
SMOKY MOUNTAIN TECHNOLOGIES, INC.
STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
for the year ended December 31, 1995
<TABLE>
<CAPTION>
PREFERRED COMMON RETAINED
STOCK STOCK DEFICIT TOTAL
<S> <C> <C> <C> <C>
Balance, December 31, 1994 $ 10,000 $ 33,186 $(17,270) $ 25,916
Issuance of preferred stock 139,000 139,000
Net loss (31,432) (31,432)
-------- -------- -------- --------
Balance, December 31, 1995 $149,000 $ 33,186 $(48,702) $133,484
======== ======== ======== ========
</TABLE>
The accompanying notes are an integral part of these financial statements.
5
<PAGE> 7
SMOKY MOUNTAIN TECHNOLOGIES, INC.
STATEMENT OF CASH FLOWS
for the year ended December 31, 1995
<TABLE>
<S> <C>
Net cash provided (used) by operating activities:
Net loss $ (31,432)
Adjustments to reconcile net income to net cash provided by operations:
Depreciation and amortization 16,827
Allowance for doubtful accounts 14,000
Changes in assets and liabilities:
Trade accounts receivable (214,477)
Related party receivables 19,131
Taxes receivable (15,228)
Inventories (63,632)
Other assets 4,830
Trade accounts payable 137,506
Deferred revenue 75,000
Accrued expenses (1,381)
---------
Net cash used by operating activities (58,856)
Cash flow from investing activities:
Capitalized software development costs (10,920)
Purchase of property and equipment (29,749)
---------
Net cash used by investing activities (40,669)
Cash flow from financing activities:
Issuance of preferred stock 139,000
Payments on debt (36,846)
Proceeds from borrowing 18,100
---------
Net cash provided by financing activities 120,254
---------
Net increase 20,729
Cash at the beginning of the year 1,701
---------
Cash at the end of the year $ 22,430
=========
Supplemental cash flow information:
Cash paid during the year for interest $ 21,367
=========
Cash paid during the year for taxes $ 0
=========
</TABLE>
The accompanying notes are an integral part of these financial statements.
6
<PAGE> 8
SMOKY MOUNTAIN TECHNOLOGIES, INC.
NOTES TO FINANCIAL STATEMENTS
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:
THE COMPANY
Smoky Mountain Technologies, Inc. (the "Company") was formed on October
1, 1993 as a subchapter S corporation in accordance with the Internal
Revenue Code. On August 1, 1994, the Company elected to terminate their
subchapter S corporation status. The Company assembles, develops, and
supports hardware and software products for use in the payment
transaction processing industry. The Company produces software under the
name Universal Payment Software that can be utilized by a DOS-based cash
register or computer to perform the necessary and regulated procedures
for accessing the processing organizations of payment transactions.
BASIS OF PRESENTATION
The financial statements are prepared on the basis of generally accepted
accounting principles. The preparation of financial statements requires
management to make estimates and assumptions underlying the reported
amounts and disclosures. Changes in the status of certain matters, facts
or circumstances underlying these estimates could result in material
changes to these estimates, and actual results could differ from these
estimates.
REVENUE RECOGNITION
Revenues from the sale of hardware, and the Company's computer software
products are recognized upon delivery, customer acceptance, fulfillment
of significant vendor obligations and determination that collectibility
is probable. Revenue related to sales which impose significant vendor
obligations on the Company are deferred until the obligations are
satisfied. Revenues from consulting services are recognized when the
services are provided. Contract revenues from post-contract customer
support are deferred and recognized over the life of the contract.
CASH AND CASH EQUIVALENTS
Cash and cash equivalents includes all cash balances and highly liquid
investments with an original maturity of three months or less.
INVENTORIES
Inventories consist of raw materials. Inventories are stated at the lower
of cost or market, cost being determined on a first-in first-out (FIFO)
basis.
7
<PAGE> 9
NOTES TO FINANCIAL STATEMENTS, CONTINUED
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, CONTINUED:
PROPERTY AND EQUIPMENT
Property and equipment consists of land, furniture and fixtures,
computers and equipment, automobiles, and leasehold improvements stated
at cost. Depreciation is provided on the straight-line method over the
estimated useful lives of the related assets. When assets are retired or
otherwise disposed of, the cost and related accumulated depreciation are
removed from the accounts. The resulting gain or loss is recognized in
operations for the period.
ACQUIRED AND DEVELOPED SOFTWARE
The Company's research and development organization designs, develops,
tests, debugs, enhances and sustains the Company's software products.
In addition to amounts capitalized in accordance with Statement of
Financial Accounting Standards No. 86, "Accounting for the Costs of
Computer Software to Be Sold, Leased, or Otherwise Marketed," the Company
incurred research and development costs of $43,488. Capitalized software
development costs were $10,920 during 1995, with related amortization of
$2,427. Amortization is determined on a straight-line basis over the
estimated market life of the product which is generally three years. The
amount by which unamortized capitalized software costs exceeds the
estimated net realizable value, if any, is recognized as expense in the
period it is determined.
INCOME TAXES
Income taxes are provided on taxable income at the statutory rates
applicable to such income in the United States under Statement of
Financial Accounting Standards No. 109, "Accounting for Income Taxes,"
which requires recognition of deferred tax liabilities and assets which
arise from differences in the book and tax basis of the assets and
liabilities of the Company. As of December 31, 1995, there are no
significant deferred taxes.
8
<PAGE> 10
NOTES TO FINANCIAL STATEMENTS, CONTINUED
2. PROPERTY AND EQUIPMENT:
The components of property and equipment at December 31, 1995 are as
follows:
<TABLE>
<CAPTION>
ESTIMATED
USEFUL LIFE
(YEARS) 1995
<S> <C> <C>
Land - $ 58,737
Furniture and fixtures 7 5,448
Computers and equipment 5 58,498
Automobiles 5 28,067
Leasehold improvements 5 3,584
--------
154,334
Less accumulated depreciation 23,159
--------
$131,175
========
</TABLE>
3. RELATED PARTY TRANSACTIONS:
Receivables from related parties at December 31, 1995 are comprised of
amounts due from officers totaling $42,004. Additionally, the Company
has entered into a month-to-month operating lease with its officers for
office space.
4. LEASES:
The Company leases office space on a month-to-month basis under operating
leases. Rental expense for the year was $23,520.
9
<PAGE> 11
NOTES TO FINANCIAL STATEMENTS, CONTINUED
5. LONG-TERM DEBT:
Notes payable as of December 31, 1995 are as follows:
<TABLE>
<S> <C>
Notes payable to a bank, interest at a rate of 11 3/4%,
collateralized by fixed assets, inventories, and accounts
receivable payable in monthly installments of $943 commencing
October 1994. $ 18,338
Notes payable to an individual, interest at a rate of 9%,
collateralized by land due on demand. 46,781
Notes payable to a bank, interest at a rate of 10%, payable in
monthly installments of $1,017 commencing September 1995. 19,681
Notes payable to a bank, interest at a rate of 10 1/4%,
collateralized by a company automobile payable in monthly
installments of $602 commencing June 1994. 22,164
--------
Total notes payable 106,694
Less: current portion 74,265
--------
$ 32,699
========
</TABLE>
Maturities of long-term debt are as follows:
<TABLE>
<S> <C>
1996 $ 74,265
1997 $ 23,388
1998 $ 6,569
1999 $ 2,742
--------
Total $106,964
========
</TABLE>
6. COMMITMENTS AND CONTINGENCIES:
The Company is not presently a party to any material litigation, nor to
the knowledge of management is any material litigation threatened against
the Company. There are no material pending legal proceedings, other than
routine litigation incidental to the Company's business.
10
<PAGE> 12
NOTES TO FINANCIAL STATEMENTS, CONTINUED
7. CONVERTIBLE PREFERRED STOCK:
The Company was authorized to issue up to 990 shares of $1,000 par value
convertible non-cumulative, nonvoting preferred stock. A total of 149
shares were issued and outstanding at December 31, 1995. Its holders are
entitled to a 10% dividend annually. The preferred stock has priority
over the common stock with respect to dividends and distribution of
assets. The Company may redeem the preferred stock at 115% of par value
if the redemption date is on or after January 1, 1996 and before January
1, 1997. If the redemption date is on or after January 1, 1997 and
before January 1, 1998, the redemption price is 125% of par value. As of
January 1, 1998, the Company shall not redeem any portion of the
preferred stock. The holders of the preferred stock have the right to
convert shares of the preferred stock into shares of common stock
beginning January 1, 1998. If the Company shall consolidate or merge
into a corporation, each share of preferred stock shall be convertible
into shares of common stock that provide the holder with not less than
0.05% of the outstanding common stock after conversion.
8. SIGNIFICANT RISKS AND UNCERTAINTIES:
The Company's operating results and financial condition can be impacted
by a number of factors, including but not limited to any of the following
which could cause actual results to vary materially from current and
historical results or the Company's anticipated future results.
The Company assembles, develops, and supports hardware and software
products for use in the payment transaction processing industry. The
Company produces software under the name Universal Payment Software that
can be utilized by a DOS-based cash register or computer to perform the
necessary and regulated procedures for accessing the processing
organizations of payment transactions. The Company's success will depend
on the level of market acceptance and enhancements to the market on a
timely and cost effective basis, and maintain a labor force sufficiently
skilled to compete in the current environment.
While management believes that the Company's financing needs for the
foreseeable future will be satisfied from cash flows from operations and
the Company's existing credit facilities, unforeseen events and adverse
economic or business trends may significantly increase cash demands
beyond those currently anticipated that affect the Company's ability to
generate/raise cash to satisfy financing needs.
As a result of the above and other factors, the Company's earnings and
financial condition can vary significantly from quarter-to-quarter and
year-to-year.
11
<PAGE> 13
NOTES TO FINANCIAL STATEMENTS, CONTINUED
9. SUBSEQUENT EVENT:
On April 16, 1996, the Company was acquired by UniComp, Inc. ("UniComp").
UniComp develops and markets platform-migration software and development
tools that enable users to migrate applications written for proprietary
IBM mid-range computer systems to portable operating systems such as UNIX
and Windows NT in the United States and the United Kingdom. All of the
Company's outstanding common and preferred stock was exchanged for
500,000 shares of UniComp's common stock. This transaction will be
accounted for as a pooling of interests.
12
<PAGE> 14
B) PRO FORMA FINANCIAL INFORMATION
UNAUDITED PRO FORMA CONSOLIDATED BALANCE SHEET
The following unaudited pro forma balance sheet information has been prepared by
combining the consolidated February 29, 1996 balance sheet of UniComp, Inc. and
the December 31, 1995 balance sheet of Smoky Mountain Technologies, Inc.
("SMT"). The acquisition of SMT was accounted for using the
pooling-of-interests method of accounting for business combinations. The
unaudited pro forma balance sheet should be read in conjunction with the
accompanying notes.
UNAUDITED PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS
The following unaudited pro forma consolidated statements of operations have
been prepared by combining the consolidated statements of operations of UniComp,
Inc., and SMT years ended February 29, 1996, February 28, 1995 and 1994. The
pro forma combination of UniComp and SMT was accounted for using the
pooling-of-interests method of accounting. These pro forma financial statements
should be read in conjunction with the accompanying notes.
NOTES TO THE UNAUDITED PRO FORMA CONSOLIDATED BALANCE SHEET
ASSUMPTIONS
The pro forma presentation reflects the consolidation of the historical
information of UniComp and SMT for the period presented. The financial
information for SMT is included as of its year ended December 31, 1995.
PRO FORMA ADJUSTMENT
The following pro forma adjustment has been made to the pro forma consolidated
balance sheet:
(a) The stockholders' equity accounts have been adjusted to reflect the 149
shares of SMT preferred stock which were converted into 6,037 shares of
SMT common stock. Adjustments have also been made to reflect the
conversion of all SMT common stock into 500,000 shares of UniComp common
stock.
13
<PAGE> 15
UNICOMP, INC. AND SUBSIDIARIES
UNAUDITED PRO FORMA CONSOLIDATED BALANCE SHEET
February 29, 1996
<TABLE>
<CAPTION>
SMOKY
MOUNTAIN PRO FORMA PRO FORMA
UNICOMP TECHNOLOGIES ADJUSTMENTS CONSOLIDATED
<S> <C> <C> <C> <C>
Assets
Current assets:
Cash and cash equivalents $ 1,206,831 $ 22,430 $ $ 1,229,261
Accounts receivable, net 4,378,833 322,322 4,701,155
Receivables from related parties 362,474 42,004 404,478
Other receivables 190,408 15,228 205,636
Inventories 604,971 103,099 708,070
Prepaid expenses 852,050 0 852,050
Other 156,457 10,627 167,084
----------- -------- --------- -----------
Total current assets 7,752,024 515,710 8,267,734
----------- -------- --------- -----------
Property and equipment, net 2,269,749 131,175 2,400,924
----------- -------- --------- -----------
Noncurrent assets:
Acquired and developed software, net 4,794,838 8,493 4,803,331
Goodwill, net 694,489 694,489
Deferred tax asset 348,638 348,638
Other 91,667 91,667
----------- -------- --------- -----------
Total noncurrent assets 5,929,632 8,493 5,938,125
----------- -------- --------- -----------
Total assets $15,951,405 $655,378 $ $16,606,783
=========== ======== ========= ===========
</TABLE>
14
<PAGE> 16
UNICOMP, INC. AND SUBSIDIARIES
UNAUDITED PRO FORMA CONSOLIDATED BALANCE SHEET, CONTINUED
February 29, 1996
<TABLE>
<CAPTION>
SMOKY
MOUNTAIN PRO FORMA PRO FORMA
UNICOMP TECHNOLOGIES ADJUSTMENTS CONSOLIDATED
<S> <C> <C> <C> <C>
Liabilities
Current liabilities;
Accounts payable $ 1,938,057 $235,253 $ $ 2,173,310
Accrued expenses 1,014,149 104,677 1,118,826
Deferred revenues 1,597,864 75,000 1,672,864
Line of credit 1,078,933 0 1,078,933
Income taxes payable 127,031 0 127,031
Other accrued taxes 393,915 0 393,915
Current portion of notes payable 250,840 74,265 325,105
----------- -------- --------- -----------
Total current liabilities 6,400,789 489,195 6,889,984
----------- -------- --------- -----------
Long-term liabilities:
Notes payable 1,044,073 32,699 1,076,772
Convertible notes 1,980,000 0 1,980,000
Deferred income taxes 519,019 0 519,109
----------- -------- --------- -----------
Total long-term liabilities 3,543,182 32,699 3,575,881
----------- -------- --------- -----------
Total liabilities 9,943,971 521,894 10,465,865
----------- -------- --------- -----------
Stockholders' equity:
Common stock 46,634 33,186 (28,186)(a) 51,634
Preferred stock 0 149,000 (149,000)(a) 0
Additional contributed capital 6,052,643 0 177,186 (a) 6,229,829
Retained earnings (deficit) 548,492 (48,702) 499,790
Treasury stock (460,554) 0 (460,554)
Cumulative translation adjustment (179,781) 0 (179,781)
----------- -------- --------- -----------
Total stockholders' equity 6,007,434 133,484 0 6,140,918
----------- -------- --------- -----------
Total liabilities and stockholders' equity $15,951,405 $655,378 $ 0 $16,606,783
=========== ======== ========= ===========
</TABLE>
See notes to the Unaudited Pro Forma Consolidated Balance Sheet.
15
<PAGE> 17
NOTES TO THE UNAUDITED PRO FORMA CONSOLIDATED STATEMENTS OF OPERATIONS
ASSUMPTIONS
The unaudited pro forma consolidated statements of operations for the years
ended February 29, 1996, February 28, 1995 and 1994 includes the results of
operations from SMT for all periods presented from their date of inception,
October 1, 1993, as of its years ended December 31, 1995, 1994, and 1993.
PRO FORMA ADJUSTMENTS
No pro forma adjustments were made to the unaudited pro forma consolidated
statements of operations since the accounting policies of SMT prior to the
transaction were substantially the same as UniComp.
PRO FORMA PER SHARE DATA
The pro forma earnings per share amounts, as presented in the unaudited pro
forma consolidated statements of operations, were based on the weighted average
number of common shares outstanding during the period. Included in the weighted
average number of common shares are the 500,000 common shares issued to former
SMT shareholders, for all periods presented from the date of inception, October
1, 1993.
16
<PAGE> 18
UNICOMP, INC. AND SUBSIDIARIES
UNAUDITED PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS
for the year ended February 29, 1996
<TABLE>
<CAPTION>
SMOKY
MOUNTAIN PRO FORMA
UNICOMP TECHNOLOGIES CONSOLIDATED
<S> <C> <C> <C>
Revenues:
Equipment and software $10,092,975 $714,892 $10,807,867
Maintenance and support 11,212,312 169,941 11,382,253
----------- -------- -----------
Total revenues 21,305,287 884,833 22,190,120
----------- -------- -----------
Cost of sales:
Equipment and software 5,916,684 245,797 6,162,481
Maintenance and support 1,826,341 0 1,826,341
----------- -------- -----------
Total cost of sales 7,743,025 245,797 7,988,822
----------- -------- -----------
Gross profit 13,562,262 639,036 14,201,298
----------- -------- -----------
Selling, general and administrative 10,334,661 670,771 11,005,432
Depreciation expense 694,672 16,827 711,499
----------- -------- -----------
Total operating expenses 11,029,333 687,598 11,716,931
----------- -------- -----------
Operating income (loss) 2,532,929 (48,562) 2,484,367
Other income (expense)
Other, net (41,701) 6,689 (35,012)
Interest (233,403) 0 (233,403)
----------- -------- -----------
Other income (expense), net (275,104) 6,689 (268,415)
Income before provision for income taxes 2,257,825 (41,873) 2,215,952
Benefit (provision) for income taxes (195,887) 10,441 (185,446)
----------- -------- -----------
Net income (loss) $ 2,061,938 $(31,432) $ 2,030,092
=========== ======== ===========
Weighted average number of shares 4,688,092 5,188,092
Earnings per share $ 0.44 $ 0.39
</TABLE>
See notes to Unaudited Pro Forma Consolidated Statements of Operations.
17
<PAGE> 19
UNICOMP, INC. AND SUBSIDIARIES
UNAUDITED PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS
for the year ended February 28, 1995
<TABLE>
<CAPTION>
SMOKY
MOUNTAIN PRO FORMA
UNICOMP TECHNOLOGIES CONSOLIDATED
<S> <C> <C> <C>
Revenues:
Equipment and software $ 8,552,293 $307,025 $ 8,859,318
Maintenance and support 8,778,005 165,874 8,943,879
Sound systems 468,268 0 468,268
----------- -------- -----------
Total revenues 17,798,566 472,899 18,271,465
----------- -------- -----------
Cost of sales:
Equipment and software 4,802,100 242,336 5,044,436
Maintenance and support 1,059,353 0 1,059,353
Sound systems 304,570 0 304,570
----------- -------- -----------
Total cost of sales 6,166,023 242,336 6,408,359
----------- -------- -----------
Gross profit 11,632,543 230,563 11,863,106
----------- -------- -----------
Selling, general and administrative 8,753,530 168,488 8,912,698
Depreciation expense 642,716 7,865 650,581
----------- -------- -----------
Total operating expenses 9,396,246 176,353 9,563,279
----------- -------- -----------
Operating income 2,236,297 54,210 2,299,827
Other income (expense)
Other, net 123,707 2,089 125,796
Interest (212,795) (5,900) (218,695)
----------- -------- -----------
Other expense, net (89,088) (3,811) (92,899)
Income before provision for income taxes 2,147,209 50,399 2,206,928
Provision for income taxes (509,494) (2,968) (515,222)
----------- -------- -----------
Net income $ 1,637,715 $ 47,341 $ 1,691,706
=========== ======== ===========
Weighted averaged number of shares 4,210,228 4,710,228
Earnings per share $ 0.39 $ 0.36
</TABLE>
See notes to Unaudited Pro Forma Consolidated Statements of Operations.
18
<PAGE> 20
UniComp, Inc. and Subsidiaries
Unaudited Pro Forma Consolidated Statement of Operations
for the year ended February 28, 1994
<TABLE>
<CAPTION>
SMOKY
MOUNTAIN PRO FORMA
UNICOMP TECHNOLOGIES CONSOLIDATED
<S> <C> <C> <C>
Revenues:
Equipment and software $ 6,020,970 $24,205 $ 6,045,175
Maintenance and support 5,633,471 0 5,633,471
Sound systems 503,392 0 503,392
----------- ------- -----------
Total revenues 12,157,833 24,205 12,182,038
----------- ------- -----------
Cost of sales:
Equipment and software 4,550,004 0 4,550,004
Maintenance and support 561,796 0 561,796
Sound systems 286,612 0 286,612
----------- ------- -----------
Total cost of sales 5,398,412 0 5,398,412
----------- ------- -----------
Gross profit 6,759,421 24,205 6,783,626
----------- ------- -----------
Selling, general and administrative 4,582,822 8,849 4,591,671
Depreciation expense 596,414 0 596,414
----------- ------- -----------
Total operating expenses 5,179,236 8,849 5,188,085
----------- ------- -----------
Operating income 1,580,185 15,356 1,595,541
Other income (expense)
Other, net 35,337 0 35,337
Interest (174,107) 0 (174,107)
----------- ------- -----------
Other expense, net (138,770) 0 (138,770)
Income before provision for income taxes 1,441,415 15,356 1,456,771
Provision for income taxes (255,291) 0 (255,291)
----------- ------- -----------
Net income $ 1,186,124 $15,356 $ 1,201,480
=========== ======= ===========
Weighted average number of shares 4,135,168 4,343,501
Earnings per share $ 0.29 $ 0.28
</TABLE>
See notes to Unaudited Pro Forma Consolidated Statements of Operations.
19
<PAGE> 21
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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.
UNICOMP, INC.
/s/ Stephen A. Hafer 6/27/96
- --------------------- -------
Stephen A. Hafer Date
Chief Financial Officer
