<PAGE>
FORM 10-QSB
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
/X/ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the Quarterly Period Ended March 31, 1997
OR
/ / TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the Quarter Ended March 31, 1997 Commission File # 0-15303
UNICO, Inc.
-----------
(Exact name of Registrant as specified in its Charter)
Delaware 73-1215433
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(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification Number)
8380 Alban Road, Springfield, VA 22150
--------------------------------------
(Address of principal 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 for the past 90 days. Yes X No
APPLICABLE ONLY TO CORPORATE ISSUERS
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.
Class: Common Stock, $.01 Par Value
-----------------------------------
Number of shares outstanding as of May 13, 1997 8,476,309
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<PAGE>
UNICO, Inc.
INDEX
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PAGE NO.
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PART I -- FINANCIAL INFORMATION
Item 1 Consolidated Balance Sheets
March 31, 1997 and December 31, 1996....... 3 & 4
Consolidated Statements of Operations
For the Quarter Ended March 31, 1997
and the Quarter Ended March 31, 1996....... 5
Consolidated Statements of Cash Flow
For the Quarter Ended March 31, 1997
and the Quarter Ended March 31, 1996........ 6
Notes to Interim Consolidated Financial
Statements.................................. 7
Item 2 Management's Discussion and Analysis of
Financial Condition and Results of
Operations.................................. 9
PART II -- OTHER INFORMATION............................... 12
SIGNATURE PAGE............................................. 16
2
<PAGE>
PART I. FINANCIAL INFORMATION
UNICO, Inc.
CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
1 of 2
------
MARCH 31, DECEMBER 31,
ASSETS 1997 1996
- ------ ----------- ------------
<S> <C> <C>
CURRENT:
Cash and Cash Equivalents......................................... $ 396,232 $ 231,971
Accounts Receivable:
Trade (net of allowance for uncollectible
accounts of $383,610 and $355,000).............................. 377,913 357,774
Inventory......................................................... 230,718 140,015
Notes Receivable.................................................. 107,891 --
Other Current Assets.............................................. 61,689 --
Prepaid Expenses.................................................. 33,519 22,636
----------- ------------
Total current assets............................................ 1,207,962 754,396
PROPERTY:
Furniture, fixtures and equipment................................. 4,053,359 4,006,961
Territory buy back allowance...................................... 497,500 0
Leasehold improvements............................................ 109,995 109,045
Less accumulated depreciation................................... (1,864,918) (1,759,425)
----------- ------------
Property, net................................................... 2,795,936 2,356,581
GOODWILL.......................................................... 230,538 232,407
DEPOSITS AND OTHER................................................ 69,983 75,830
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TOTAL............................................................. $ 4,304,419 $3,419,214
----------- ------------
----------- ------------
</TABLE>
The accompanying notes are an integral part
of the consolidated financial statements.
3
<PAGE>
UNICO, Inc.
CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
2 of 2
------
MARCH 31, DECEMBER 31,
1997 1996
------------ ------------
<S> <C> <C>
LIABILITIES & STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable................................................. $ 1,571,616 $1,278,604
Accrued liabilities.............................................. 378,687 428,092
Notes payable, current portion................................... 297,053 749,261
Deferred revenue................................................. 122,823 124,788
------------ ------------
Total current liabilities...................................... 2,370,179 2,580,745
LONG TERM LIABILITIES:
Notes Payable.................................................... 1,713,608 1,110,275
Deferred Rent and Other.......................................... 715,238 229,280
------------ ------------
Total long term liabilities.................................... 2,428,846 1,339,555
------------ ------------
Total liabilities.............................................. 4,799,025 3,920,300
COMMITMENTS AND CONTINGENCIES (Note 2)
DEFICIENCY IN STOCKHOLDERS' EQUITY:
Preferred stock, $.01 par value: 5,000,000 shares authorized;
designated as:
Redeemable Preferred; 280 shares issued and outstanding........ 3 3
Series A Convertible Preferred................................. -- --
Series B Preferred............................................. -- --
Series C Preferred stock, $.01 par value; voting on the basis
of 4 votes to 1 vote for the common stock, preferred in
liquidation at $1 per share over common shareholders,
convertible into common stock on the basis of 4 common shares
for each preferred share, with automatic conversion on
August 1, 1998; authorized, 2,000,000 shares, issued and
outstanding, 1,712,739 shares.................................. 17,127 17,127
Common stock--$.01 par value; 20,000,000 shares authorized;
8,476,309 shares issued and outstanding........................ 84,763 84,763
Additional paid-in capital....................................... 6,724,589 6,724,589
Deferred Compensation............................................ (18,230) (18,230)
Accumulated deficit.............................................. (7,302,858) (7,309,338)
------------ ------------
Total deficiency in stockholders' equity....................... (494,606) (501,086)
------------ ------------
TOTAL LIABILITIES AND DEFICIENCY IN STOCKHOLDERS' EQUITY......... $ 4,304,419 $3,419,214
------------ ------------
------------ ------------
</TABLE>
The accompanying notes are an integral part
of the consolidated financial statements.
4
<PAGE>
UNICO, Inc.
CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE QUARTERS ENDED MARCH 31, 1997 AND 1996
<TABLE>
<CAPTION>
1997 1996
------------ ------------
<S> <C> <C>
REVENUES:
Coupon and advertising sales, net of discounts and allowances..... $ 1,447,291 $ 1,782,693
Franchise fees.................................................... 72,685 92,133
Other............................................................. 128,755 70,573
----------- ----------
TOTAL REVENUES.................................................... 1,648,731 1,945,399
EXPENSES:
Production........................................................ 989,547 1,367,199
General and administrative........................................ 473,574 679,518
Franchise development............................................. 126,699 89,002
Interest expense--affiliate....................................... 27,091 43,563
Interest expense--other........................................... 16,340 58,676
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TOTAL EXPENSES.................................................... 1,633,251 2,237,958
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------------ ------------
NET INCOME (LOSS) BEFORE INCOME TAXES............................. 15,480 (292,559)
DEFERRED INCOME TAX EXPENSE....................................... 9,000 8,667
------------ ------------
NET INCOME (LOSS)................................................. $ 6,480 $(301,226)
------------ ------------
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING........................ 8,476,309 7,883,095
------------ ------------
NET INCOME (LOSS) PER COMMON SHARE................................ $ .001 $ (.038)
------------ ------------
</TABLE>
The accompanying notes are an integral part
of the consolidated financial statements.
5
<PAGE>
UNICO, Inc.
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE THREE MONTHS ENDED MARCH 31, 1997 AND 1996
<TABLE>
<CAPTION>
1997 1996
---------- -----------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss).................................................... $ 6,480 $ (301,226)
Adjustments to reconcile net income to net cash provided by operating
activities:
Depreciation and amortization...................................... 111,192 117,738
Provision for bad debts............................................ 28,610 68,289
Deferred income taxes.............................................. 9,000 8,667
Changes in operating assets and liabilities:
Accounts and notes receivable...................................... 211,592 315,332
Prepaid expenses and inventory..................................... (101,586) 15,799
Deposits and other................................................. (59,672) 4,764
Accounts payable and accrued liabilities........................... 389,943 131,190
Deferred revenue................................................... (1,965) (99,605)
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Net Cash Provided by (Used in) Operating Activities.................. 593,594 260,948
CASH FLOWS FROM INVESTING ACTIVITIES:
Territory Buy Back Allowance......................................... (497,500) 0
Purchase of property................................................. (46,398) (95,400)
---------- -----------
Net Cash Provided by (Used in) Investing Activities.................. (543,898) (95,400)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from debentures............................................. 0 25,000
Proceeds from notes payable.......................................... 151,125 0
Payment of notes payable............................................. (36,560) (61,769)
Payment of funding costs............................................. 0 0
---------- -----------
Net Cash Provided (Used In) Financing Activities..................... 114,565 (36,769)
---------- -----------
CHANGE IN CASH AND CASH EQUIVALENTS: ................................ 164,261 128,779
Cash and Cash Equivalents--Beginning of Period....................... 231,971 300,821
---------- -----------
Cash and Cash Equivalents--End of Period............................. $ 396,232 $ 429,600
---------- -----------
---------- -----------
SUPPLEMENTAL CASH FLOW DISCLOSURES:
Cash paid for income taxes......................................... $ 0 $ 0
Cash paid for interest............................................. $ 16,340 $ 31,977
</TABLE>
The accompanying notes are an integral part
of the consolidated financial statements.
6
<PAGE>
UNICO, Inc.
NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS
FOR THE PERIODS ENDED MARCH 31, 1997 and 1996
1. BASIS OF PRESENTATION
The interim consolidated financial statements at March 31, 1997 and
for the three month periods ended March 31, 1997 and 1996 are
unaudited, but include all adjustments which the Company considers
necessary for a fair presentation. The December 31, 1996 balance
sheet was derived from the Company's audited financial statements.
The accompanying unaudited financial statements are for the interim
periods 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 included in the
Company's Form 10-KSB for the year ended December 31, 1996. The
accompanying unaudited interim financial statements for the three
month period ended March 31, 1997 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. 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
payoff of $35,000, payable at $5,000 per quarter, over seven
quarters beginning in June, 1996. The agreed to amount, net of
payments made, is recorded as a liability at December 31, 1996 and
March 31, 1997.
The Company is exposed to various other legal matters encountered
in the normal course of business. 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. Under SFAS
109, deferred tax assets or 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.
7
<PAGE>
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 $9,000 reflected in the Statements of
Operations for the quarter ended March 31, 1997 represents state
income taxes payable by United Coupon on first quarter profits that
are not impacted by the 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 shareholders and the Company to close the
Fort Lauderdale, Florida, production facility and consolidate all
art and printing functions for Cal-Central into the Company's newly
expanded facility in Springfield, Virginia. This transition was
accomplished during December 1995, and a restructuring charge 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 additional bad debt expense of $60,000
related to Cal-Central accounts receivable. During 1996, management
abandoned plans for resurrecting the Cal-Central operation and all
remaining accounts receivable and goodwill related to the purchase of
Cal-Central were written off.
5. CORPORATE RESTRUCTURING
In March 1996, as a component 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
Board of Directors appointed Gerard R. Bernier Chief Executive
Officer and President of the Company. This transition of corporate
authority and relocation of corporate headquarters became effective
March 31, 1996.
8
<PAGE>
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations
Liquidity and Capital Resources
The Company's principal measures of liquidity are cash, certificates of
deposit, accounts receivable and salable inventory. Also, management deems
appropriately managed and collateralized bank lines of credit as a proper
supplement to its liquidity.
The Company's working capital was a deficit of $1,162,217 at March 31,
1997, a 36% improvement from December 31, 1996. This change reflects: an
increase in Cash and Equivalents of $164,261 resulting primarily from positive
operating cash flow, aided by deferred interest payments regarding
subordinated debt; a net increase of $128,030 in trade Accounts and Notes
Receivable, related to improving sales results; an increase of $90,703 in
paper and work in process Inventory at United Coupon Corporation ("United
Coupon"); an increase of $10,883 in Prepaid Expenses related to annual
insurance renewals and similar contracts; and an increase of $61,689 in Other
Current Assets. These changes were impacted by an increase of $293,012 in
Accounts Payable and a $49,405 decrease in Accrued Liabilities related to pay
down of accrued seasonal operating costs at United Coupon, as well as reduced
deferral of interest expense and other debt service costs. Working capital
was also aided by a $452,208 reduction in current portion of Notes Payable,
net of principal payments and extended terms completed during the period.
During the current period, United Coupon purchased the rights to acquire
and resell non-developed territories previously granted to various
franchisees of United Coupon. This purchase was recorded as an addition of
$497,500 to Territory Buy Back Allowance, reflected as an investment, offset
by a long term liability of an equal amount. The purchase price is paid to
franchisees in the form of production expense credits of $500 per 10,000
homes mailed, granted at the time that franchisees complete on-going
cooperative advertising mailings. Such credits are recorded as period
expenses, when incurred.
Long term liabilities increased by $1,089,291 during the period as a
result of deferral of interest payments on subordinated debt, extension of
notes payable obligations beyond twelve months and purchase of Territory Buy
Back Allowances.
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 abandoned its restructuring
plan for Cal-Central during 1996 and wrote off remaining accounts receivable
and goodwill associated with this operation. The Company adopted resolutions,
effective March 31, 1997, to dissolve Cal-Central.
9
<PAGE>
On May 16, 1997, the Company received a notice of delisting from NASDAQ
Stock Market, Inc. due to capital and surplus requirement deficiencies. The
Company is aggressively pursuing plans it believes will successfully address
these issues and is appealing this action.
Results of Operations - Quarter Ended March 31, 1997 as Compared to the
Quarter Ended March 31, 1996
Gross Revenue for the quarter ended March 31, 1997 decreased from the same
period in 1996, from $1,945,399 to $1,648,731. Coupon and Advertising Sales,
which include coupon production service fees, national account advertising
fees, advertising sales and commercial printing, and which represent 73% of
total revenue for 1997, decreased by 19% from the corresponding period in 1996.
These decreases reflect the elimination of Cal-Central sales during the current
year and limitations placed on sales efforts as a result of limited working
capital availability.
Franchise Fee Income for the period declined by 21% from the prior year,
with $72,685 reported for the 1997 quarter compared to $92,133 for the same
period in 1996. Franchise sales continue to receive intensive effort and
management attention, although efforts are currently hampered by limited
working capital.
Other Revenue for the current period was $128,755 compared to $70,573 in
1996. This increase is primarily due to the reclassification of the Company's
obligations with respect to certain sales and use taxes and lease payments.
Production Expenses, which include art development, printing, bindery,
delivery, product development, distributor support and selling expense,
decreased by $377,652, 28%, during the 1997 quarter in contrast to the same
period in 1996. This decrease is related to the 19% decline in Coupon and
Advertising Sales, as well as tight cost containment actions and efficient
production operations.
General and Administrative Expense decreased by 30% over the same period
last year primarily as a result of cost containment and consolidation of
administrative functions for all Company operations within the Springfield
facility.
Franchise Development Cost, which includes the cost of developing,
advertising, selling, training and supporting United Coupon franchises, was
42% higher than the prior year, reflecting expanded franchise sales efforts
and higher net costs associated with use of outside sales representatives.
Interest Expense decreased $58,808 over the same period last year as a
result of conversion of convertible debenture debt to equity during the
latter portion of 1996.
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
10
<PAGE>
implement more efficient and effective approaches to sales administration and
product manufacturing. During the initial phases of restructuring,
Cal-Central was 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. During the three month period ended March 31,
1996, the Company completed art and printing functions and delivered
advertising products related to approximately $460,000 in Cal-Central
advertising contracts. The Company did not record sales or accounts
receivable for these items due to the lateness in which such delivery was
completed. Art and printing costs related to this work are reported as
production expense for the 1996 period.
Consolidated net income for the current quarterly period was $6,480
compared to a net loss of $301,226 for the prior year. This improvement is
directly related to the restructuring of subordinated debt and reduced
operating expenses at United Coupon.
11
<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
On May 16, 1997, the Company received a notice of delisting from
NASDAQ Stock Market, Inc. due to capital and surplus requirement
deficiencies. The Company is aggressively pursuing plans it
believes will successfully address these issues and is appealing
this action.
The Company adopted resolutions, effective March 31, 1997, to
dissolve its wholly-owned subsidiary Cal-Central Marketing
Corporation. Management believes that the dissolution of
Cal-Central will result in the Company's recognition of $339,000 in
extraordinary gain relating to previously recorded liabilities of
Cal-Central not guaranteed or co-obligated by the Company. Management
believes the dissolution of Cal-Central will be completed in the
second quarter of 1997.
Item 6. Exhibits and Reports on Form 8-K
A. Exhibits:
The following exhibits are filed with this Form 10QSB and are
identified by the numbers indicated.
2 Plan of Reorganization and Agreement of Merger among UNICO,
Inc., AEC Acquisitions, Inc. and Cal-Central Marketing
Corporation(1)
3.1 Certificate of Incorporation, as amended(2)
3.2 Bylaws, as amended(2)
3.3 Amendment to the Certificate of Incorporation to increase
the authorized shares of Common Stock(3)
3.4 Bylaws, as amended.(10)
4.1 Form of Common Stock Purchase Warrant, dated September 11,
1988(4)
4.2 Form of Class B Common Stock Purchase Warrant dated
November 1, 1993(3)
4.3 Form of Subordinated Debenture dated October 26, 1993,
offered through Duncan Smith Co.(3)
4.4 Certificate of Designations, Preferences, and Rights of
Series A Convertible Preferred Stock(3)
4.5 Certificate of Designations, Preferences, and Rights of
Series A Redeemable Preferred Stock(3)
4.6 Certificate of Designations, Preferences, and Rights of
Series B Redeemable Preferred Stock(3)
4.7 Certificate of Designations, Preferences, and Rights of
Series C Preferred Stock.(10)
10.4 Form of Common Stock Purchase Warrant dated October 26,
1993 offered through Duncan-Smith Co.(3)
10.3 Second Amendment to Lease Agreement Cal-Central Marketing
Corporation(3)
10.6 United Coupon Corporation Franchise Agreement.(2)
12
<PAGE>
10.7 Employment Agreement between United Coupon Corporation and
and Gerard R. Bernier, as amended January 1, 1985.(5)
10.9 Credit Agreement by and Between UNICO, Inc., and its
subsidiaries and BancFirst.(2)
10.10 Purchase Agreement with Concord Video.(2)
10.11 Omnibus Equity Compensation Plan.(2)
10.12 Convertible Debenture Loan Agreement by and between UNICO,
Inc. and its subsidiaries, United Coupon Corporation and
AEC Acquisitions, Inc. and Renaissance Capital Partners,
Ltd. Dated December 31, 1991.(2)
10.13 Amended and Restated Loan Agreement by and between UNICO,
Inc. and its subsidiaries and BancFirst as amended
August 31, 1994.(5)
10.17 Restructure Agreement Among UNICO, Inc., Cal-Central
Marketing Corporation, and The American Education
Corporation, dated as of December 31, 1993.(3)
10.18 United Coupon Corporation Lease Agreement.(5)
10.19 Master Agreement and Schedules of Indebtedness 1 and 2
between CIT Group and UNited Coupon Corporation.(5)
10.27 Subordinated Loan Agreement dated June 30, 1995, among
UNICO, Inc. and Cal-Central Marketing Corporation and the
Harlon Morse Fentress Trust, Philip W. Stevenson, Jr.,
RHOJOAMI Partnership, Ltd., CITCAM Stock Co., Barbara T.
Grinnan, and Goose Creek.(7)
10.28 Form of Common Stock Purchase Warrant, dated June 30,
1995.(7)
13
<PAGE>
10.29 Subordinated Convertible Debt Loan Agreement dated October,
1995, and schedule of advances, among UNICO, Inc., United
Coupon Corporation, and Cal-Central Marketing Corporation
and Renaissance Capital Group, Inc. and Duncan-Smith
Company.(7)
10.30 Third Restated Loan Agreement dated March 4, 1998, among
UNICO, Inc., United Coupon Corporation, Cal-Central
Marketing Corporation and BancFirst(7)
10.31 Debt Exchange Agreement among UNICO, Inc., Renaissance
Capital Partners, Ltd. and Duncan-Smith Investment Co.
dated July 1996.(8)
10.32 Employment Agreement Between United Coupon Corporation and
Gerard R. Bernier dated April 1, 1996.(10)
10.33 Modification and Extension to the Third Restated Loan
Agreement between Unico, Inc., United Coupon Corporation,
Cal-Central Marketing Corporation, and BancFirst dated
August 15, 1996.(10)
10.34 Consolidated Renewal Promissory Note between UNICO, Inc.,
United Coupon Corporation and Cal-Central Marketing
Corporation and BancFirst dated August 15, 1996.(10)
10.35 Loan Conversion Agreement between Unico, Inc. and Kurt H.C.
Bottcher dated September 30, 1996.(10)
27 Financial Data Schedule--Pursuant to EDGAR filing
requirements for the period ended March 31, 1997, filed
herewith this Form 10-QSB dated May 20, 1997.
14
<PAGE>
----------------
(1) Incorporated by reference to the Registrant's Form 8-K,
October 27, 1993 (SEC File No. (0-15303).
(2) Incorporated by reference to the Registrant's Form 10-K
for the fiscal year ending December 31, 1992 (SEC File
No. 0-15303).
(3) Incorporated by reference to the Registrant's Form 10-KSB
for the fiscal year ending December 31, 1993 (SEC File No.
0-15303).
(4) Incorporated by reference to the Registrant's Form S-18
registration statement (SEC File No.33-73 10-FW).
(5) Incorporated by reference to the Registrant's Form 10-KSB
for the fiscal year ended December 31, 1994, (SEC File No.
0-15303).
(7) Incorporated by reference to the Registrant's Form 10-KSB
dated April 15, 1996 (SEC File No. 0-15303).
(8) Incorporated by reference to the Registrant's Form 8-K dated
July 30, 1996 (SEC File No. 000-15303).
(9) Incorporated by reference to the Registrant's Form 8-K/A
DATED DECEMBER 12, 1996 (SEC FILE No. 000-15303).
(10) Incorporated by reference to the Registrant's Form 10-KSB
dated April 15, 1997 (SEC File No. 0-15303).
B. Reports on Form 8-K
There were no reports on Form 8-K filed
during the three month period ended March 31,
1997.
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.
May 20, 1997 By: /s/ Gerard R. Bernier
---------------------------
Gerard R. Bernier
Chief Executive Officer
and President
May 20, 1997 By: /s/ Subhash Ghei
---------------------------
Subhash Ghei
Chief Financial Officer
16
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-START> JAN-01-1997
<PERIOD-END> MAR-31-1997
<CASH> 396,232
<SECURITIES> 0
<RECEIVABLES> 491,501
<ALLOWANCES> (5,697)
<INVENTORY> 230,718
<CURRENT-ASSETS> 1,207,962
<PP&E> 4,660,854
<DEPRECIATION> (1,864,918)
<TOTAL-ASSETS> 4,304,419
<CURRENT-LIABILITIES> 2,030,557
<BONDS> 0
0
17,130
<COMMON> 84,763
<OTHER-SE> 6,706,359
<TOTAL-LIABILITY-AND-EQUITY> 4,304,419
<SALES> 1,988,353
<TOTAL-REVENUES> 1,988,353
<CGS> 989,547
<TOTAL-COSTS> 1,633,251
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 44,431
<INCOME-PRETAX> 355,102
<INCOME-TAX> 9,000
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 346,102
<EPS-PRIMARY> .041
<EPS-DILUTED> .041
</TABLE>
