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
June 30, 1998
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the Quarter Ended June 30, 1998
Commission File # 0-15303
UNICO, Inc.
(Exact name of Registrant as specified in its Charter)
Delaware
(State or other jurisdiction of incorporation or organization)
73-1215433
(IRS Employer Identification Number)
8380 Alban Road, Springfield, VA 22150
(Address of principal executive offices) (Zip Code)
(703) 644-0200
(Registrant's telephone number, including area code)
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 August 18, 1998
2,119,077
UNICO, Inc.
INDEX
Page No.
PART 1 - FINANCIAL INFORMATION
Item 1 Consolidated Balance Sheets
June 30, 1998 and December 31, 1997 3 & 4
Consolidated Statements of Operations
For the Quarter Ended June 31, 1998
and the Quarter Ended June 31, 1997 5
For the Six Months Ended June 30, 1998 6
And the Six Months ended June 30, 1998
Consolidated Statements of Cash Flow
For the Quarter Ended June 30, 1998
and the Quarter Ended June 30, 1997 7
Notes to Interim Consolidated Financial
Statements 8
Item 2 Management's Discussion and Analysis of
Financial Condition and Results of Operations 10
PART 11 - OTHER INFORMATION
13
SIGNATURE PAGE
15
PART 1. FINANCIAL INFORMATION
UNICO, Inc.
CONSOLIDATED BALANCE SHEETS 1 of 2
ASSETS June 30, December 31,
1998 1997
- ------- --------- ------------
CURRENT:
Cash and cash equivalents $ 89,342 $ 129,860
Accounts receivable:
Trade (net of allowance for
Uncollectible accounts of
$40,163 and $60,000) 267,835 292,003
Inventory 204,116 119,203
Other receivables 0 2,877
Prepaid expenses 0 9,140
---------- ----------
Total current assets 561,293 553,083
PROPERTY:
Printing and office equipment 3,513,286 3,428,274
Computer equipment and software 604,591 604,591
Transportation equipment 138,693 138,693
Leasehold improvements 63,063 63,063
------------ ------------
Total 4,319,633 4,234,621
Less accumulated depreciation (2,482,532) (2,166,065)
------------ ------------
Net property and equipment 1,837,101 2,068,556
DEPOSITS AND OTHER ASSETS 8,105 18,302
------------ ------------
TOTAL ASSETS $ 2,406,499 $ 2,639,941
The accompanying Notes To Financial Statements are an integral
part of these financial statements.
UNICO, Inc.
CONSOLIDATED BALANCE SHEETS 2 of 2
June 30, December 31,
LIABILITIES & STOCKHOLDERS' EQUITY 1998 1997
--------- ------------
CURRENT LIABILITIES:
Accounts payable $ 948,677 $ 1,307,198
Accrued liabilities 444,149 485,433
Notes payable, current portion 202,934 1,449,384
Deferred revenue 82,623 120,509
------------ ------------
Total current liabilities 1,678,383 3,362,524
LONG TERM LIABILITIES:
Notes payable 307,398 360,622
Deferred rent 331,374 320,874
------------ ------------
Total long term liabilities 638,772 681,496
Total liabilities 2,317,155 4,044,020
COMMITMENTS AND CONTINGENCIES (Note 2)
DEFICIENCY IN STOCKHOLDERS' EQUITY:
Preferred stock, $.01 par value:
5,000,000 shares authorized;
designated as:
Redeemable Preferred;
70 shares issued and outstanding 1 1
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,
authorized, 428,185 shares issued
and outstanding 4,282 4,282
Common stock - $.01 par value;
20,000,000 shares authorized;
2,119,077 shares issued and
outstanding 21,191
21,191
Additional paid-in capital 6,801,008 6,801,008
Deferred compensation (4,557) (4,557)
Accumulated deficit (6,732,581) (8,226,004)
------------ ------------
Total stockholders'equity 89,344
(1,404,079)
------------ ------------
TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY $ 2,406,499 $ 2,639,941
The accompanying Notes To Financial Statements are an integral
part of these financial statements.
UNICO, Inc.
CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE QUARTERS ENDED June 30, 1998 AND 1997
1998 1997
---- ----
REVENUES:
Coupon and advertising sales,
Net of discounts and allowances $ 0 $1,585,896
Franchise fees 0 5,433
Other 0
97,191
--------- ----------
TOTAL REVENUES 0 1,688,520
EXPENSES:
Production 0 1,161,525
General and administrative (73,153) 581,372
Franchise development 0 14,806
Interest expense - affiliate 0 19,331
Interest expense - other 7,048 38,534
--------- ---------
TOTAL EXPENSES (66,105) 1,815,568
--------- ---------
NET INCOME (LOSS) BEFORE INCOME TAXES 66,105 (127,048)
DEFERRED INCOME TAX EXPENSE 0 9,000
--------- ----------
NET INCOME (LOSS) BEFORE TAX
EXTRAORDINARY ITEM 66,105 (136,048)
EXTRAORDINARY GAIN FROM FORGIVENESS
OF DEBT 1,314,248 0
EXTRAORDINARY GAIN FROM BUSINESS
DISSOLUTION 173,187 429,385
----------- ---------
NET INCOME (LOSS) $1,553,540 $293,337
=========== =========
WEIGHTED AVERAGE COMMON SHARES
OUTSTANDING 2,119,077 2,119,077
----------- -----------
NET INCOME (LOSS) PER COMMON SHARE $ .733 $ .138
=========== ===========
The accompanying Notes To Financial Statements are an integral
part of the financial statements.
UNICO, Inc.
CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE SIX MONTHS ENDED June 30, 1998 AND 1997
1998 1997
---- ----
REVENUES:
Coupon and advertising sales,
Net of discounts and allowances $ 0 $3,033,187
Franchise fees 0 78,118
Other 7,973
225,946
--------- ----------
TOTAL REVENUES 7,973 3,337,251
EXPENSES:
Production 0 2,151,072
General and administrative 44,729 1,054,946
Franchise development 0 141,505
Interest expense - affiliate 0 46,422
Interest expense - other 12,729 54,874
--------- ---------
TOTAL EXPENSES 57,458 3,448,819
--------- ---------
NET INCOME (LOSS) BEFORE INCOME TAXES (49,485) (111,568)
DEFERRED INCOME TAX EXPENSE 0 18,000
--------- ----------
NET INCOME (LOSS) BEFORE TAX
EXTRAORDINARY ITEM (49,485) (129,568)
EXTRAORDINARY GAIN FROM FORGIVENESS
OF DEBT 1,314,248 0
EXTRAORDINARY GAIN FROM BUSINESS
DISSOLUTION 228,660 429,385
----------- ---------
NET INCOME (LOSS) $1,493,423 $299,817
=========== =========
WEIGHTED AVERAGE COMMON SHARES
OUTSTANDING 2,119,077 2,119,077
----------- -----------
NET INCOME (LOSS) PER COMMON SHARE $ .705 $ .142
=========== ===========
The accompanying Notes To Financial Statements are an integral
part of the financial statements.
UNICO, Inc.
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE SIX MONTHS ENDED June 30, 1998 AND 1997
1998 1997
---- ----
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $1,493,423 $ 299,817
Adjustments to reconcile net income
To net cash provided by operating
activites:
Depreciation and amortization 316,467 210,286
Provision for bad debts (19,837) 60,938
Deferred income taxes 18,000 18,000
Changes in operating assets
And liabilities:
Accounts and notes receivable 24,168 (166,100)
Prepaid expenses and inventory (72,896) (36,864)
Deposits and other 0 (14,067)
Accounts payable and accrued liabilities (399,805) (125,737)
Deferred revenue 37,866 (124,788)
---------- ----------
Net Cash Provided by (Used in)
Operating Activities 1,397,406 121,485
CASH FLOWS FROM INVESTING ACTIVITIES:
Territory Buy Back Allowance
Credits granted 0 (32,542)
Purchase of property (85,012) (81,077)
----------- ----------
Net Cash Provided by (Used in)
Investing Activities (85,012) (113,619)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from notes payable 175,500 31,894
Payment of notes payabe (87,000) (64,662)
Debt forgiveness (1,441,412) 0
----------- ----------
Net Cash Provided (Used In)
Financing Activities (1,352,912) (32,768)
----------- ----------
CHANGE IN CASH AND CASH EQUIVALENTS: (40,518) (24,902)
Cash and Cash Equivalents -
Beginning of Period 129,860 233,971
----------- -----------
Cash and Cash Equivalents -
End of Period $ 89,342 $ 209,069
=========== ===========
SUPPLEMENTAL CASH FLOW DISCLOSURE:
Cash paid for income taxes $ 0 $ 0
Cash paid for interest $ 12,729 31,088
The accompanying Notes To Financial Statements are an integral
part of the financial statements.
UNICO, Inc.
NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS
FOR THE PERIODS ENDED JUNE 30, 1998 and 1997
1. BASIS OF PRESENTATION
The interim consolidated financial statements at June 30,
1998 and for the three month and six month periods ended
June 30, 1998 and 1997 are unaudited, but include all
adjustments which the Company considers necessary for a
fair presentation. The December 31, 1997 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, 1997. The accompanying unaudited
interim financial statements for the three month and six
month periods ended June 30, 1998 are not necessarily
indicative of the results which can be expected for the
entire year.
The preparation of financial statements in conformity with
generally accepted accounting principles requires
management to make estimates and assumptions that affect
the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date
of the financial statements and the reported amounts of
revenues and expenses during the reporting period. Actual
results could differ from those estimates.
2. COMMITMENTS & CONTINGENCIES
The Company is exposed to various 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.
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
and $18,000, reflected in the Statements of Operations for
the quarter and six month periods ended June 30, 1998,
represents state income taxes payable by United Marketing
on operating profits that are not impacted by available net
operating loss carryforwards.
4. SUBSIDIARY RESTRUCTURING
Certain amounts in the 1997 financial statements as
reported herein have been reclassified to conform with the
1998 presentation. These reclassifications relate
primarily to reporting discontinued operations. These
reclassifications had no effect on the net income or loss,
total current assets or total current liabilities as
previously reported.
During 1997, the Company decided to dispose of its
principal operating subsidiary United Marketing Solutions,
Inc. (formerly United Coupon Corporation), by sale if a
suitable purchaser could be obtained. Accordingly, the
results of operations for 1998 and 1997 have been presented
showing the results of continuing operations and
discontinued operations, net of applicable income taxes. A
summary of the subsidiary's operations for the three month
and six month periods ended June 30, 1998 as follows:
3 Months Ended 6 Months Ended
June 30, 1998 June 30, 1998
---------------------------------
REVENUE
Printing, design and
advertising sales, net $1,235,708 $2,431,356
Franchise fees 0 138,785
Other 369,659 419,931
---------- ----------
Total revenue 1,605,367 2,990,072
EXPENSES
Cost of sales 970,748 1,768,678
Franchise development 0 130,044
General and administrative 452,432 844,690
---------- ---------
Total expenses 1,423,180 2,743,412
NET INCOME BEFORE INCOME TAX
(PROVISION) 182,187 246,660
INCOME TAX PROVISION 9,000 18,000
---------- ----------
NET INCOME $ 173,187 $ 228,660
5. CORPORATE RESTRUCTURING
On May 12, 1998, $1,314,248 of subordinated notes
previously owed to various third parties, were acquired,
along with all issued and outstanding shares of the
Company's Series C Preferred Stock, in connection with a
series of agreements among Renaissance Capital Partners I,
a Texas limited partnership ("Renaissance"), Duncan-Smith
Company, a Texas corporation ("Duncan-Smith"), and Next
Generation Media Corporation, a Nevada corporation
("NexGen"), between the Company and NexGen and between
NexGen and T.C. Equities.. As a component of these
agreements, the subordinated notes were forgiven, resulting
in an extraordinary gain of $1,314,248 for the Company.
This gain is reflected in the accompanying financial
statements.
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations
Certain matters discussed herein (including the documents
incorporated herein by reference) are forward-looking
statements intended to qualify for the safe harbors from
liabilities established by the Private Litigation Reform
Act of 1995. These forward-looking statements can
generally be identified as such because the context of the
statement will include words such as the Company
"believes," "plans," "intends," "anticipates," "expects,"
or words of similar import. Similarly, statements that
describe the Company's future plans, objectives, estimates,
or goals, are also forward-looking statements. Such
statements address future events and conditions concerning
capital expenditures, earnings, litigation, liquidity,
capital resources and accounting matters. Actual results
in each case could differ materially from those currently
anticipated in such statements by reason of factors such as
future economic conditions, including changes in customer
demands; future legislative, regulatory and competitive
developments in markets in which the Company operates; and
other circumstances affecting anticipated revenues and
costs.
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 $1,117,110 at
June 30, 1998, a 60% improvement from December 31, 1997.
This change reflects: a reduction in Cash and Equivalents
of $40,518 resulting primarily from the cash applied to
payment of liabilities for the period; a net decrease of
$16,298 in Trade and Other Accounts Receivable; an increase
of $84,913 in paper and work in process Inventory at
United Marketing Solutions, Inc. ("United Marketing"); a
decrease of $9,140 in Prepaid Expenses related to
utilization of annual insurance renewals and similar
contracts; These changes were impacted by a decrease of
$358,521 in Accounts Payable and a $41,286 decrease in
Accrued Liabilities related to utilization of seasonally
accrued operating costs at United Marketing. Working
capital was also aided by a $1,246,450 reduction in the
current portion of Notes Payable related to principal
payments made on bank debt and write-off of $1,314,248 of
debenture debt that was forgiven during the period. These
amounts were partially offset by $175,000 of additional
borrowings during the period. Deferred Revenue also
decreased by $37,886 during the period.
Long term liabilities decreased by $42,724 during the
period.
Management adopted a restructuring plan for its subsidiary
Cal-Central Marketing Corporation during 1995. Management
abandoned its restructuring plan for Cal-Central during the
fourth quarter of 1996 and wrote off remaining accounts
receivable and goodwill associated with this operation.
During the quarter ended March 31, 1997, management
determined that appropriate actions had been taken to
eliminate the ultimate liability for approximately $403,000
of Cal-Central obligations. These amounts were written off
during such period, resulting in other income of an equal
amount. Had this action not been taken, the Company would
have experienced a consolidated operating loss of
approximately $51,000 during the three-month period ended
March 31, 1997.
Results of Operations - Quarter Ended June 30, 1998
as Compared to the Quarter Ended June 30, 1997
Total revenues for the Company decreased by 5% during the
three month period ended June 30, 1998, compared to the
same period in 1997, after restatement of both periods to
reflect the plan to discontinue, through potential sale,
the operations of the Company's remaining operating
subsidiary, United Marketing. This decline reflects a
reduction of $350,188 in printing, advertising and design
sales to third parties and a $5,433 decline in franchise
fees. These declines were partially offset by a $272,468
increase in other revenue during the 1998 period. Overall,
the decline in total revenue reflects the dilution of
management's efforts related to negotiations to sell United
Marketing and to restructure UNICO.
Production Expenses, which include art development,
printing, bindery, delivery, product development,
distributor support and selling expenses, decreased by
$190,777, during the 1998 quarter in contrast to
the same period in 1997. This decrease is directly related
to the decline in printing advertising and design sales.
General and Administrative Expense decreased by $202,093
over the same period last year primarily as a result of
lower overall level of business and required administrative
functions.
Franchise Development Cost, which includes the cost of
developing, advertising, selling, training and supporting
United Marketing franchises, was $14,806 lower than the
prior year, reflecting attention directed to restructuring
activities, as opposed to new franchise sales.
Interest Expense decreased $50,817 over the same period
last year as a result of conversion of convertible
debenture debt to equity during the past year.
An extraordinary gain of $1,314,248 was recorded during May
1998, as a result of forgiveness of an equal amount of
subordinated debenture debt by the holder. No income tax
provision was deemed necessary for this gain due to
available net operating loss carryforward amounts.
Extraordinary gain related to Business Dissolution of
United Marketing was $173,187 for the current period
compared to $429,385 for the same period in 1997. The 1997
period was aided by approximately $403,000 of non-recurring
income related to the write-off of Cal-Central obligations
that were deemed extinguished during the period.
Consolidated Net Income for the current quarterly period
was $1,553,540 compared to net income of $293,337 for the
prior year.
Results of Operations - Six Months Ended June 30, 1998
as Compared to the Six Months Ended June 30, 1997
Total revenues for the Company decreased by 10% during the
six month period ended June 30, 1998, compared to the same
period in 1997, after restatement of both periods to
reflect the plan to discontinue, through potential sale,
the operations of the Company's remaining operating
subsidiary, United Marketing. This decline reflects a
reduction of $601,831 in printing, advertising and design
sales to third parties and a $60,667 increase in franchise
fees. These changes were partially offset by a $201,958
increase in other revenue during the 1998 period. Overall,
the decline in total revenue reflects the dilution of
management's efforts related to negotiations to sell United
Marketing and to restructure UNICO.
Production Expenses, which include art development,
printing, bindery, delivery, product development,
distributor support and selling expenses, decreased by
$382,394, during the 1998 period in contrast to the same
period in 1997. This decrease is directly related to the
decline in printing advertising and design sales.
General and Administrative Expense decreased by $165,527
over the same period last year primarily as a result of
lower overall level of business and required administrative
functions.
Franchise Development Cost, which includes the cost of
developing, advertising, selling, training and supporting
United Marketing franchises, was $11,461 lower than the
prior year, reflecting attention directed to restructuring
activities, as opposed to new franchise sales.
Interest Expense decreased $42,145 over the same period
last year as a result of conversion of convertible
debenture debt to equity during the past year.
An extraordinary gain of $1,314,248 was recorded during May
1998, as a result of forgiveness of an equal amount of
subordinated note debt by the holder. No income tax
provision was deemed necessary for this gain due to
available net operating loss carryforward amounts.
Extraordinary gain related to Business Dissolution of
United Marketing was $228,660 for the current period
compared to $429,385 for the same period in 1997. The 1997
period was aided by approximately $403,000 of non-recurring
income related to the write-off of Cal-Central obligations
that were deemed extinguished during the period.
Consolidated Net Income for the current six-month period
was $1,493,423 compared to net income of $299,817 for the
prior year.
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 12, 1998, 428,185 shares of the Company's Series C
Preferred Stock (the "Preferred Shares") were delivered to
Shane Sutton, Esquire, 689 Fifth Avenue, Sixth Floor, New
York, New York 10022, as Escrow Agent (the "Escrow Agent"),
for the account of T.C. Equities, Ltd., a Bahamas
corporation ("T.C. Equities"), pursuant to a series of
agreements between Renaissance Capital Partners I, a Texas
limited partnership, ("Renaissance"), Duncan-Smith
Company, a Texas corporation ("Duncan-Smith") and Next
Generation Media Corporation, a Nevada corporation
("NexGen"), between the Company and NexGen and between
NexGen and T. C. Equities. Pursuant to these agreements,
T. C. Equities acquired effective control of the Company
through its ownership of the preferred shares, which
represent 44.7% of the total votes entitled to be cast by
the holders of all classes of the Company's capital stock,
and the agreement of the Company's current Board of
Directors to resign from office, appointing T. C. Equities'
nominees to fill the vacancies thereby created, upon the
consummation of the sale of the Company's sole operating
subsidiary, United Marketing Solutions, Inc., formerly
United Coupon Corporation, ("United") to NexGen (the
"United Acquisition"). The Preferred Shares were acquired
from Renaissance and Duncan-Smith by NexGen, simultaneously
with its acquisition of all of the Company's subordinated
debt, in exchange for an aggregate consideration to the
holders of the Preferred Shares and Subordinated Debt
consisting of: (i) cash in the amount of $100,000; (ii)
250,000 shares of NexGen Series A Callable, Convertible
Cumulative Preferred Stock; and (iii) ten year warrants to
purchase 166,667 shares of NexGen's-common stock (subject
to adjustment) at an exercise price of $.16 per share. As
part of that transaction, all of the Company's subordinated
debt obligations were forgiven and the dividend preference
of the Preferred Shares upon liquidation was canceled. The
source of the cash portion of the consideration paid by
NexGen for the Preferred Shares, was T. C. Equities, which
invested $350,000 in NexGen in exchange for: (x) 70,000
shares of NexGen Series B Callable Convertible Cumulative
Preferred Stock; (y) five year warrants to purchase
250,000 shares of NexGen's Common Stock (subject to
adjustment) at an exercise price of $.16 per share; and (z)
an agreement to transfer and deliver the Preferred Shares
and certain shares of the Company's Common Stock (and the
cancellation of any options to purchase shares of the
Company's common stock) currently held by certain members
of the Company's Board of Directors (the "Director Shares")
to T.C. Equities. Pursuant to agreements between
NexGen and directors, Leon Zadel, Gerard R. Bernier and
Gerald Bomstad, Jr., these individuals agreed to surrender
the Director Shares to be conveyed to T.C. Equities (and in
the case of director, Bomstad, a promissory note from UNICO
having a principal balance of $12,000, and accrued interest
of $1,400, to be forgiven by NexGen) to NexGen in exchange
for 8,747, 329 and 37,600 shares of NexGen common stock,
respectively (and in the case of director, Bomstad, five
year options to purchase 1,787 shares of NexGen common
stock at an exercise price of $.16 per share). The
Director Shares represent 10.3% of the total votes
entitled to be cast by the holders of all classes of the
Company's capital stock. Accordingly, upon the
consummation of the sale of United to NexGen, T.C. Equities
will control 55% of the total votes entitled to be cast by
the holders of all classes of the Company's capital stock.
Until the United Acquisition is completed, after submission
to and approval by the UNICO stockholders at a special
meeting to be called for such purpose, the Preferred Shares
and the Director Shares are held in escrow by the Escrow
Agent who is required to vote affirmatively therefor, but
to otherwise refrain from any other voting of such shares.
Item 6. Exhibits and Reports on Form 8-K
A. Exhibits
27 Financial Data Schedule - Pursuant to EDGAR filing
requirements for the period ended June 30, 1998, filed
herewith this form 10-QSB dated August 18, 1998.
B. Reports on Form 8-K
Form 8-K was filed June 19, 1998 to reflect the resignation
of the Registrant's Certifying Accountants.
Form 8-KA was filed June 29, 1998 to reflect the
acknowledgment and approval of the Registrant's Certifying
Accountants to the content of Form 8-K filed on June 19,
1998.
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 18, 1998
By: /s/Gerard R. Bernier
Chief Executive Officer
and President
August 18, 1998
By:/s/Gerard R. Bernier
Acting Chief Financial Officer
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THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM FORM 10-QSB
AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
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<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-END> JUN-30-1998
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<RECEIVABLES> 307,998
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<NET-INCOME> 1,553,540
<EPS-PRIMARY> .733
<EPS-DILUTED> .733
</TABLE>
