<PAGE>
FORM 10-QSB
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
[X} QUARTERLY REPORT PURSUANT TO SECTION 13 0R 15 (d) OF THE SECURITIES
EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED JUNE 30, 1996
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 0R 15 (d) OF THE SECURITIES
EXCHANGE ACT OF 1934
__________________________
FOR THE QUARTER ENDED JUNE 30, 1996 COMMISSION FILE # 0-15303
UNICO, INC.
-----------
(Exact name of Registrant as specified in its Charter)
DELAWARE 73- 1215433
--------- -----------
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification Number)
8380 ALBAN ROAD, SPRINGFIELD, VA 22150
--------------------------------------
(Address of principle executive offices) (Zip Code)
(Registrant's telephone number, including area code) (703)644- 0200
--------------
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 the past 90 days. Yes X No
--- ---
APPLICABLE ONLY TO CORPORATE ISSUERS
Indicate the number of share outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.
CLASS: COMMON STOCK, $.01 PAR VALUE
-----------------------------------
Number of SHARES OUTSTANDING as of July 31, 1996 8,153,095
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<PAGE>
UNICO, INC
INDEX
PAGE NO.
PART 1 - FINANCIAL INFORMATION
ITEM 1 CONSOLIDATED BALANCE SHEETS
June 30, 1996 and December 31, 1995 3 & 4
CONSOLIDATED STATEMENTS OF OPERATIONS
For the Quarter Ended June 30, 1996
and for the Six Months Ended June 30, 1996 5 & 6
CONSOLIDATED STATEMENT OF CASH FLOW
For the Six Months Ended June 30, 1996 7
NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS 8
ITEM 2 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS 11
PART II - OTHER INFORMATION 15
SIGNATURE PAGE 16
2
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PART 1. FINANCIAL INFORMATION
UNICO, INC.
CONSOLIDATED BALANCE SHEETS 1 OF 2
- ---------------------------
ASSETS June 30, December 31,
1996 1995
---- ----
CURRENT
Cash and cash equivalents $184,097 $300,821
Accounts Receivable:
Trade (net of allowance for uncollectible
accounts of $450,078 and $377,793) 539,962 771,495
Inventory 188,969 254,505
Notes Receivable 94,615 189,707
Notes Receivable - Stockholders 280,000 280,000
Prepaid expenses 135,108 171,203
Accrued revenues 87,602 0
---------- ----------
Total current assets 1,510,353 1,967,731
PROPERTY:
Furniture, fixtures & equipment 4,415,402 4,285,322
Leasehold improvements 161,593 152,470
Less accumulated depreciation (1,779,622) (1,552,175)
---------- ----------
Property, net 2,797,373 2,885,617
GOODWILL (net of amortization of
$342,561 and $317,309) 1,682,461 1,707,713
DEPOSITS AND OTHER 186,912 200,619
---------- ----------
TOTAL $6,177,099 $6,761,680
---------- ----------
---------- ----------
The accompanying notes are an integral part of the financial statements.
3
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UNICO, INC.
CONSOLIDATED BALANCE SHEETS 2 OF 2
- ---------------------------
LIABILITIES AND STOCKHOLDER'S EQUITY June 30, December 31,
1996 1995
---- ----
CURRENT LIABILITIES:
Accounts payable $1,318,406 $1,258,768
Accrued liabilities 400,760 242,844
Notes payable, current portion 1,009,785 781,715
Deferred revenue 0 110,921
---------- ----------
Total current liabilities 2,728,951 2,394,248
LONG-TERM LIABILITIES
Notes payable, net of current portion 0 805,021
Convertible debenture-Affiliate 1,400,000 1,386,750
Subordinated debenture 1,010,000 996,750
Other 335,359 91,933
---------- ----------
Total long-term liabilities 2,745,359 3,280,454
---------- ----------
Total liabilities 5,474,310 5,674,702
REDEEMABLE PREFERRED STOCK:
Preferred stock - $.01 par value:
5,000,000 shares authorized;
Series A and B Redeemable Preferred Stock -
280 shares issued and outstanding
(Redemption value of $280,000) 3 3
COMMITMENTS AND CONTINGENCIES (Note 2)
STOCKHOLDER'S EQUITY:
Preferred stock - $.01 par value:
5,000,000 shares authorized;
Series A Convertible Preferred Stock -
0 shares issued and outstanding
Common stock - $.01 par value;
20,000,000 shares authorized;
8,153,095 shares outstanding 78,830 78,830
Additional paid in capital 4,974,034 4,974,034
Accumulated deficit (4,350,078) (3,965,889)
---------- ----------
Total stockholder's equity 702,789 1,086,978
---------- ----------
TOTAL $6,177,099 $6,761,680
---------- ----------
---------- ----------
The accompanying notes are an integral part of the financial statements.
4
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UNICO, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE QUARTER ENDED JUNE 30, 1996 AND 1995
- --------------------------------------------
1996 1995
---- ----
REVENUES:
Coupon and advertising sales,
net of discounts and allowances $1,638,817 $3,337,200
Franchise fees $28,290 $28,150
Other 65,302 166,549
---------- ----------
TOTAL REVENUES 1,732,409 3,531,899
EXPENSES:
Production 1,068,732 2,470,180
General and administrative 554,419 709,770
Franchise development 88,395 96,949
Interest expense-Affiliate 15,000 39,384
Interest expense-Other 79,826 65,356
---------- ----------
TOTAL EXPENSES 1,806,372 3,381,639
---------- ----------
NET INCOME (LOSS) BEFORE
INCOME TAXES (73,963) 150,260
PROVISIONS FOR INCOME TAX 9,000 6,741
---------- ----------
NET INCOME (LOSS) ($82,963) $143,519
WEIGHTED AVERAGE COMMON 7,981,007 7,728,342
SHARES OUTSTANDING
NET INCOME (LOSS) PER COMMON SHARE ($0.010) $0.02
The accompanying notes are an integral part of the financial statements.
5
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UNICO, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE SIX MONTHS ENDED JUNE 30, 1996 AND 1995
- -----------------------------------------------
1996 1995
---- ----
REVENUES:
Coupon and advertising sales,
net of discounts and allowances $3,377,141 $6,384,074
Franchise fees $120,423 $28,150
Other 180,245 259,518
---------- ----------
TOTAL REVENUES 3,677,809 6,671,742
EXPENSES:
Production 2,435,931 4,568,344
General and administrative 1,233,938 1,566,066
Franchise development 177,397 195,277
Interest expense-Affiliate 58,563 77,912
Interest expense-Other 138,502 107,061
---------- ----------
TOTAL EXPENSES 4,044,331 6,514,660
---------- ----------
NET INCOME (LOSS) BEFORE
INCOME TAXES (366,522) 157,082
PROVISIONS FOR INCOME TAX 17,667 9,470
---------- ----------
NET INCOME (LOSS) ($384,189) $147,612
WEIGHTED AVERAGE COMMON 7,932,051 7,557,533
SHARES OUTSTANDING
NET INCOME (LOSS) PER COMMON SHARE ($0.048) $0.02
The accompanying notes are an integral part of the financial statements.
6
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UNICO, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE SIX MONTHS ENDED JUNE 30, 1996 AND 1995
- -----------------------------------------------
1996 1995
---- ----
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss) ($384,189) $147,612
Adjustments to reconcile net income (loss) to
net cash provided by (used in) operating activities:
Depreciation and amortization 252,699 251,149
Provision for bad debts 105,178 44,744
Deferred income tax 17,667 9,470
Other income effect
of exchange of stock for debt 0 (121,561)
Changes in operating assets and liabilities:
Accounts and notes receivable 221,446 (196,191)
Prepaid expenses and inventory 101,631 (103,600)
Deposits and other assets (73,895) (12,703)
Accounts payable and accrued liabilities 199,888 227,707
Deferred revenue (110,921) (107,879)
---------- ----------
Net Cash Provided by (used in) Operating Activities 329,504 138,748
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of property (139,203) (382,492)
---------- ----------
Net Cash Provided by (used in) Investing Activities (139,203) (382,492)
CASH FLOW FROM FINANCING ACTIVITIES:
Proceeds from debentures 25,000 0
Proceeds from notes payable 0 315,000
Payment of notes payable (332,025) (289,775)
---------- ----------
Net Cash Provided by (used in) Financing Activities (307,025) 25,225
---------- ----------
INCREASE (DECREASE) IN CASH
AND CASH EQUIVALENTS: (116,724) (218,519)
CASH AND CASH EQUIVALENTS,
Beginning of Year 300,821 708,742
CASH AND CASH EQUIVALENTS,
End of Period $184,097 $490,223
---------- ----------
---------- ----------
SUPPLEMENTAL CASH FLOW DISCLOSURES:
Cash paid for income taxes $0 $0
Cash paid for interest $62,023 $31,977
The accompanying notes are an integral part of the financial statements.
7
<PAGE>
UNICO, INC.
NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS
FOR THE PERIOD ENDED JUNE 30, 1996 AND 1995
1. BASIS OF PRESENTATION
The interim consolidated financial statements at June 30, 1996 and for
the three month and six month periods ended June 30, 1996 and 1995 are
unaudited, but include all adjustments which the Company considers
necessary for a fair presentation. The December 31, 1995 balance sheet was
derived from the Company's audited financial statements.
The accompanying unaudited financial statements are for the interim
period and do not include all disclosures normally provided in annual
financial statements and should be read in conjunction with the Company's
audited financial statements. The accompanying unaudited interim financial
statements for the three month and six month periods ended June 30, 1996
are not necessarily indicative of the results which can be expected for the
entire year.
2. COMMITMENTS & CONTINGENCIES
Prior to 1995, the Florida Department of Revenue issued a Notice of
Intent to levy additional sales taxes with penalty and interest charges
totaling approximately $480,000 against the Company's subsidiary,
Cal-Central Marketing Corporation. A liability for a portion of this matter
was recorded by Cal-Central and was included in other long-term liabilities
in the financial statements at December 31, 1994. Subsequent to
December 31, 1995, written settlement was reached with Florida authorities
whereby Cal-Central agreed to a payout of $35,000, payable at $5,000 per
quarter, over seven quarters beginning in June, 1996. The agreed to amount
is recorded as a liability at December 31, 1995 and June 30, 1996.
The Company is exposed to various other legal matters encountered in
the normal course of business. Although the ultimate resolution of these
matters cannot be assured at this time, in the opinion of management, the
resolution of these matters will not have a material adverse effect on the
Company's consolidated financial position or results of operations.
3. INCOME TAXES
The Company accounts for income taxes in accordance with the provisions
of Statement of Financial Accounting Standards No. 109, "Accounting for
Income Taxes" ("SFAS 109"), which requires an asset and liability approach
to accounting for income taxes.
8
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Under SFAS 109, deferred tax assets and liabilities are computed on the
difference between the financial statement and income tax bases of assets
and liabilities ("temporary differences") using the enacted marginal tax
rate. Deferred income tax expenses or benefits are based on the changes in
the deferred tax asset or liability from period to period.
Management has determined that it is not more likely than not that the
Company will be able to realize all the tax benefits from available net
operating loss carryforwards and has, therefore, provided a valuation
allowance of an equal amount. The deferred income tax expense of $17,667
for the six month period and $9,000 for the quarter ended June 30, 1996,
reflected in the respective Statements of Operations, represents VA state
income taxes payable by the Company's subsidiary, United Coupon
Corporation, on profits that are not impacted by the parent company's
consolidated net operating loss carryforwards.
4. SUBSIDIARY RESTRUCTURING
The Company acquired Cal-Central Marketing Corporation as a wholly
owned subsidiary on October 27, 1993. Operating profitability and cash
flow for the subsidiary have been below management's expectations and
anticipated potential since the acquisition. During the third quarter of
1995, management determined that it was in the best interest of the
shareholders and the Company to close the Fort Lauderdale, Florida
facility and completed all art and printing work-in-process for
Cal-Central at United Coupon Corporation's, (a wholly owned subsidiary of
Unico, Inc.) newly expanded facility in Springfield, Virginia. This
transition was accomplished during December 1995, and a restructuring
charge of $772,433 was recorded during 1995 to reflect initial costs
associated with the restructuring.
During the quarter ended March 31, 1996, the Company further
evaluated the collectibility of remaining accounts receivable of
Cal-Central, including receivables related to advertising commitments
completed during the period. As a result of this review, the company
recorded an additional bad debt allowance of $60,000 related to
Cal-Central accounts receivable.
During the quarter ended June 30, 1996 management has stabilized
operating activities for this subsidiary and is revising the business
plan for this business segment.
5. CORPORATE RESTRUCTURING
On March 4, 1996, the Company entered into a Third Restated and
Amended Loan Agreement with BancFirst which provided for the renewal of
the Company's existing term and revolving credit facilities until January
31, 1997.
In consideration of the plan to consolidate the corporate office
functions from Oklahoma City to the expanded offices of the Company in
Springfield, Virginia, the Company's Chairman, Chief Executive Officer
and President, W. Douglas Frans, and its Chief
9
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Financial Officer, Ted W. Strickland, proposed to resign their positions
following completion of specific key objectives encompassing the bank
restructuring and annual audit. The Board of Directors approved this plan
on March 22, 1996, and appointed Gerard R. Bernier, current Chief Executive
Officer and President of United Coupon Corporation, and Robert F. Pulliza,
former Executive Vice President and Chief Operating Officer of United
Coupon Corporation, as their respective successors. This transition of
corporate authority and relocation of corporate headquarters became
effective March 31, 1996.
6. SUBSEQUENT EVENTS
The Company accepted the resignation of its Chief Financial Officer, Robert
F. Pulliza, effective June 18, 1996. Subhash Ghei, United Coupon
Corporation's Controller since 1994, has been appointed as Mr. Pulliza's
successor.
By Letter Agreement dated July 24, 1996, the Company entered into an
agreement with BancFirst to restructure its debt payments, provided certain
conditions precedent were met prior to August 15, 1996. The new agreement
will provide for monthly payments of principle and interest in an amount
equal to 50% of previous monthly payments. Managment anticipates meeting
all required conditions on or before the due dates.
On July 30, 1996, the Board of Directors of UNICO, Inc. approved a Loan
Conversion Agreement and Addendum to Loan Conversion Agreement, dated July
12, 1996 and July 30, 1996, respectively, by and among UNICO, Inc.,
Renaissance Capital Partners, Ltd., a Texas Limited Partnership, and Duncan
Smith Investments Co., a Texas Corporation.
The net effect of these Agreements is to convert $1,757,569 of convertible
debentures, subordinated notes and accrued interest to convertible
preferred stock. The proforma results of this conversion on the Company's
Balance Sheet are as follows:
JUNE 30, 1996 CONVERSION JULY 30, 1996
Total Assets $6,177,099 N/AZ $6,177,099
Total Liabilities 5,474,310 (1,757,569) 3,716,744
Stockholder's Equity 702,789 1,757,569 2,460,358
The remaining $860,000 of non convertible outstanding subordinated debt
remains under a "stand still" agreement which requires no payment of
interest or principle until such time as all bank debt has been paid.
10
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
LIQUIDITY AND CAPITAL RESOURCES
The Company's principle measures of liquidity are cash, certificates of
deposit, accounts receivable and salable inventory. Also, management deems
appropriately managed and collaterized bank lines of credit as a proper
supplement to its liquidity.
The Company's working capital was a deficit of $1,218,598 at June 30, 1996,
a decrease of $792,081 from December 31, 1995. This change reflects: a
decrease in Cash and Equivalents of $116,784 as a result of reduction of bank
debt, a net decrease of $231,533 in Accounts Receivable, reflecting lower sales
activity during the period, and improved collection efforts by United Coupon
Corporation ("United Coupon"); utilization of $65,536 in Inventory at United
Coupon, a decrease of $95,092 in Notes Receivable, reflecting improved
collection procedures at United Coupon; a reduction of $36,095 in Prepaid
Expenses relating to amortization of prepaid sales commissions on advertising
contracts at Cal-Central completed during the period; and an increase of $87,602
in Accrued Revenues reflecting collection of upfront processing fees from
franchisees. The change in working capital was also impacted by an increase in
Accounts Payable and Accrued Liabilities of $217,554 resulting from a concerted
effort to conserve cash during debt restructuring activities. The current
portion of Notes Payable increased by $228,070 partly as a result of bank debt
all maturing within the next 12 months. These reductions of working capital were
partially offset by a reduction of $110,921 in Deferred Revenue as a result of
completion of contracts.
Long-Term Liabilities were reduced by $535,095 reflecting a $282,025
reduction in bank debt and reclassification of $253,070 of bank debt to Current
Liabilities.
During the latter half of 1995, the Company's subsidiary, Cal-Central,
developed a serious liquidity shortfall as a result of an unexpected, rapid
decline in the subsidiary's core cooperative advertising business. The decline,
which was precipitated by a temporary interruption of service by two key
advertising distributors, limited Cal-Central's ability to meet current
operating and debt-service obligations. As a result, UNICO management initiated
a restructuring program for Cal-Central which immediately reduced operating
expenditures, through the elimination of non-critical personnel, marginal sales
centers, and unprofitable sales and manufacturing functions. In addition,
management arranged a deferral of interest payments on subordinated debt
obligations and arranged convertible debt financing with the Company's major
debenture holders to provide supplemental working capital for financing the
restructuring plan. Management is optimistic that the plan for Cal-Central will
be successful and that the interim financing will be sufficient to allow
11
<PAGE>
time for an appropriate reduction of debt within limits that are comfortably
supportable by total company operations. Such actions could require securities,
debt, or cash beyond that currently available within the Company. Management
will consider appropriate options available in providing such funding.
As a component of the restructuring of Company debt, a Letter of Intent to
convert a major portion of subordinated debt to equity was executed with lenders
representing approximately 80% of the Company's subordinated debt. On July 30,
1996, the Board of Directors approved a Loan Conversion Agreement and Addendum
to Loan Conversion Agreement, dated July 12, 1996 and July 30, 1996,
respectively, by and between UNICO, Inc., Renaissance Capital Partners, Ltd., a
Texas Limited Partnership, and Duncan Smith Investments Co., a Texas
Corporation. The net effect of these Agreements is to convert $1,757,569 of
convertible debentures subordinated notes and accrued interest to convertible
preferred stock. This action significantly improves the company's Equity
position and its ability to service remaining debt obligtions. See Subsequent
Events page # 10.
RESULTS OF OPERATIONS - QUARTER ENDED JUNE 30, 1996
AS COMPARED TO THE QUARTER ENDED JUNE 30, 1995
Gross Revenue for the quarter ended June 30, 1996 declined 50% from the
same period in 1995, from $3,531,899 to $1,732,409. Coupon and Advertising
Sales, which include coupon production charges, national account advertising
fees, advertising sales and commercial printing, and which represents 95% of
total revenue for 1996, decreased by 51% from the corresponding period in 1995.
This decline in sales revenues is due to limited sales activities by Cal-Central
during the quarter, while restructuring activities for the distributor based
cooperative advertising business was addressed.
Other Revenue for the current period was $65,302 compared to $166,549 in
1995. The decline is related to elimination of credit fees collected by Cal-
Central during the quarter.
Production Expenses, which include art development, printing, bindery,
delivery, product development, distributor support and selling expense,
decreased by $1,401,448, or 57% during the quarter when compared to the same
period in 1995. This decrease is related to the 51% decline in Advertising
Sales and related production activities as a result of the temporarry curtailing
of sales operations at Cal-Central.
General And Administrative Expense decreased by 22% over the same period
last year primarily as a result of cost containment programs and consolidation
of the parent administrative functions within the Springfield, Virginia
facility.
Franchise Development Cost, which includes the cost of developing,
advertising, selling, training and supporting United Coupon franchisees,
declined 9% from the prior year. Related revenues were relatively unchanged
during the period.
12
<PAGE>
Total Interest Expense decreased by $9,914 from the same period last year
reflecting a reduction in bank debt.
Net Loss for the quarter was $82,963 compared to net income of $143,519 for
the same period in 1995. The decline is directly related to the restructuring
of Cal-Central, including the interruption of art and printing functions which
delayed the realization of revenue from advertising sales, as well as the net
effect of revenue variations and cost reductions noted above. During the first
quarter of 1996, Company management agreed upon and completed a plan to
consolidate all parent company's corporate administrative functions, including
the corporate headquarters and the offices of Chief Executive Officer, President
and Chief Financial Officer within the facility and with personnel within the
Company's Springfield, Virginia facility. This action has yielded lower
administrative costs and is expected to continue to reduce costs in future
periods.
RESULTS OF OPERATIONS - SIX MONTHS ENDED JUNE 30, 1996
AS COMPARED TO THE SIX MONTHS ENDED JUNE 30, 1995
Gross Revenue for the six months ended June 30, 1996 declined 45% from the
same period in 1995, from $6,671,742 to $3,677,809. Coupon and Advertising
Sales, which include coupon production Revenues, national account advertising
fees, advertising sales and commercial printing, and which represents 92% of
total revenue for 1996, decreased by 47% from the corresponding period in 1995.
The decline is a result of limited sales efforts during restructuring activities
for the distributor based cooperative advertising business of Cal-Central.
Other Revenue for the current period was $180,245 compared to $259,518 in
1995. The decline is related to limited credit fees collected by Cal-Central
during the period.
Production Expenses, which include art development, printing, bindery,
delivery, product development, distributor support and selling expense,
decreased by $2,132,413 or 47% during the six months period when compared to the
same period in 1995. This decrease is related to the 47% decline in Advertising
Sales and related production activities as a result of temporary curtailing of
sales operations at Cal-Central.
General And Administrative Expense decreased by 21% over the same period
last year primarily as a result of cost containment programs and consolidation
of parent company's administrative functions within the Springfield, Virginia
facility.
Franchise Development Cost, which includes the cost of developing,
advertising, selling, training and supporting United Coupon franchisees,
declined 9% from the prior year. This decline is considered to be temporary.
Total Interest Expense increased by $12,092 from the same period last year
reflecting higher levels of borrowed funds during the initial portion of 1996.
13
<PAGE>
During the latter portion of 1995, the Company's subsidiary, Cal-Central,
experienced a significant cash flow shortfall as a result of the temporary
interruption of product distribution by two key distributors. This shortfall
received reaction from UNICO management through the initiation of a
restructuring plan to reduce Cal-Central administrative overhead and
operating expenses and to implement more efficient and effective approaches
to sales administration and product manufacturing. During the initial phases
of restructuring, Cal-Central has been unable to meet all product art and
printing requirements. In addition, the interruption of distribution of
Cal-Central products caused a delay in Cal-Central's ability to meet the
distribution commitment of advertising sales contracts. In management's
opinion, this delay caused an impairment of $60,000 during the first quarter
of 1996 in the probable collectibility of trade accounts receivable related
to these contracts.
Net Loss for the six months period was $384,189 compared to net income of
$147,612 for the same period in 1995. The significant decline is directly
related to the restructuring of Cal-Central, including the interruption of art
and printing functions which delayed the realization of revenue from advertising
sales, as well as the net effect of revenue variations and cost reductions noted
above. During the first quarter of 1996, Company management agreed upon and
completed a plan to consolidate all parent company's corporate administrative
functions, including the offices of Chief Executive Officer, President and
Chief Financial Officer within the facility and with personnel within the
Company's Springfield, Virginia facility. This action has yielded lower
administrative costs and is expected to continue to reduce costs in future
periods.
14
<PAGE>
PART II - OTHER INFORMATION
Item 1. LEGAL PROCEEDINGS
Omitted from this report as inapplicable.
Item 2. CHANGES IN SECURITIES
Omitted from this report as inapplicable.
Item 3. DEFAULT UPON SENIOR SECURITIES
Omitted from this report as inapplicable.
Item 4. SUBMISSION OF MATTERS TO VOTE OF SECURITIES HOLDERS
Omitted from this report as inapplicable.
Item 5. OTHER INFORMATION
Omitted from this report as inapplicable.
Item 6. EXIBITS AND REPORTS ON FORM 8-K
A. Exibits
Omitted from this report as inapplicable.
B. Reports on Form 8-K
Form 8-K was filed on April 11, 1996 disclosing the change in
corporate location and change in Chief Executive Officer,
President and Chairman, as well as Chief Financial Officer.
Form 8-K was filed on July 30, 1996 disclosing the change in
Chief Financial Officer, the conversion of debt to equity by the
subordinated debt holders and the restructuring of bank debt
payments.
15
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
Undersigned.
UNICO, Inc.
August 15, 1996 /s/ Gerard R. Bernier
----------------------
Gerard R. Bernier
Chief Executive Officer
and President
/s/ Subhash Ghei
-----------------
Subhash Ghei
Chief Financial Officer
16
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM 10 QSB
06-30-96 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL
STATEMENTS.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-START> APR-01-1996
<PERIOD-END> JUN-30-1996
<CASH> 184,097
<SECURITIES> 0
<RECEIVABLES> 990,040
<ALLOWANCES> (450,078)
<INVENTORY> 188,969
<CURRENT-ASSETS> 1,510,353
<PP&E> 4,576,995
<DEPRECIATION> (1,779,622)
<TOTAL-ASSETS> 6,177,099
<CURRENT-LIABILITIES> 2,728,951
<BONDS> 0
0
3
<COMMON> 78,830
<OTHER-SE> 623,956
<TOTAL-LIABILITY-AND-EQUITY> 6,177,099
<SALES> 1,732,409
<TOTAL-REVENUES> 1,732,409
<CGS> 1,068,732
<TOTAL-COSTS> 1,711,546
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 94,826
<INCOME-PRETAX> (73,963)
<INCOME-TAX> 9,000
<INCOME-CONTINUING> (82,963)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (82,963)
<EPS-PRIMARY> (.010)
<EPS-DILUTED> 0
</TABLE>
