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FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Quarterly Report Under Section 13 or 15(d)
of the Securities Exchange Act of 1934
For The Three Months Ended October 31, 2000
Commission File Number 1-13549
AMERICAN UNITED GLOBAL, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 95-4359228
(State or other jurisdiction of (I.R.S. Employer I.D. Number)
incorporation or organization)
2495 152nd AVENUE N.E.
REDMOND, WASHINGTON 98052
(Address of principal executive offices) Zip code
Registrant's telephone no.: 425-869-7410
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 twelve 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
Indicate the number of shares outstanding of each of the issuer's classes
of common stock, as of the close of the period covered by this report.
Title of Class Number of Shares
Common Stock Outstanding
(par value $.01 per share) 12,143,385
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AMERICAN UNITED GLOBAL, INC.
INDEX
Page
Number
PART I. FINANCIAL INFORMATION
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Item 1. Financial Statements
Consolidated Balance Sheets
October 31, 2000 (unaudited) and July 31, 2000.............. 1
Consolidated Statements of Operations
Three Months Ended October 31, 2000
and October 31, 1999 (unaudited)............................ 2
Consolidated Statements of Cash Flows
Three Months Ended October 31, 2000
and October 31, 1999 (unaudited)............................ 3
Notes to the Consolidated Financial
Statements (unaudited)......................................... 4-6
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations................. 7-9
Item 3. Quantitative and Qualitative Disclosure about
Market Risk................................................... N/A
PART II. OTHER INFORMATION
Item 1. Legal Proceedings ...................................... 10
Item 2. Changes in Securities................................... N/A
Item 3. Defaults Upon Senior Securities......................... N/A
Item 4. Submission of Matters to a Vote of Security
Holders....................................................... N/A
Item 5. Other Information ...................................... 10
Item 6. Exhibits and Reports on Form 8-K........................ 10
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ITEM 1
AMERICAN UNITED GLOBAL, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
OCTOBER 31, JULY 31,
2000 2000
---- ----
(unaudited)
ASSETS
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CURRENT ASSETS:
Cash and cash equivalents................................................ $ 990,000 $ 1,281,000
Investment in marketable securities..................................... 1,582,000 3,629,000
Trade accounts receivable, less allowance for doubtful accounts
of $724,000 and $563,000, respectively................................. 17,596,000 17,347,000
Inventories............................................................. 56,458,000 58,297,000
Prepaid expenses and other receivables.................................. 243,000 478,000
Deferred tax asset...................................................... 2,273,000 2,273,000
Receivable from Chairman............................................... - 299,000
Notes receivable ....................................................... - 1,161,000
------------ -----------
TOTAL CURRENT ASSETS................................................ 79,142,000 84,765,000
Property and equipment, net ............................................ 5,983,000 9,450,000
Rental equipment, net .................................................. 25,250,000 26,076,000
Leased equipment, net .................................................. 4,921,000 4,975,000
Goodwill, net of accumulated amortization
of $601,000 and $693,000, respectively ............................... 2,833,000 2,858,000
Other assets............................................................ 425,000 425,000
----------- ------------
TOTAL ASSETS........................................................ $ 118,554,000 $ 128,549,000
=========== ============
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES:
Borrowings under floor plan financing................................... $ 19,830,000 $ 14,768,000
Short-term borrowings................................................... 62,184,000 69,171,000
Current portion of capital lease obligations ........................... 48,000 17,000
Accounts payable........................................................ 9,463,000 10,810,000
Accrued liabilities..................................................... 5,006,000 5,097,000
Income taxes payable.................................................... 565,000 581,000
Due to shareholders..................................................... 1,900,000 1,900,000
--------- ---------
TOTAL CURRENT LIABILITIES........................................... 98,996,000 102,344,000
Long-term borrowings ...................................................... 28,000 28,000
Capital lease obligations, net of current portion.......................... 900,000 4,786,000
Deferred taxes............................................................. 2,273,000 2,273,000
Deferred lease income...................................................... 5,919,000 5,982,000
--------- ---------
TOTAL LIABILITIES................................................... 108,116,000 115,413,000
Minority interest.......................................................... 5,949,000 5,763,000
Commitments and contingencies
Shareholders' equity:
Preferred stock, 12.5% cumulative, $1.00 per share liquidation value,
$.01 par value; 1,200,000 shares authorized;
none issued and outstanding........................................... - -
Series B-1 preferred stock, convertible to common,
$3.50 per share liquidation value, $.01 par value; 1,000,000 shares
authorized; 416,263 shares issued and outstanding................... 4,000 4,000
Common stock, $.01 par value; 40,000,000 shares
authorized; 12,143,385 shares issued and outstanding.................. 121,000 121,000
Additional contributed capital.......................................... 50,806,000 50,274,000
Retained (deficit)...................................................... (45,126,000) (44,310,000)
Accumulated other comprehensive (loss) income............................ (1,316,000) 1,284,000
---------- ---------
TOTAL SHAREHOLDERS' EQUITY.......................................... 4,489,000 7,373,000
--------- ---------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY.......................... $ 118,554,000 $ 128,549,000
============ ===========
See accompanying notes to consolidated financial statements.
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1
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AMERICAN UNITED GLOBAL, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
THREE MONTHS ENDED
OCTOBER 31,
2000 1999
---- ----
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Net revenues........................................... $37,783,000 $ 42,063,000
Cost of revenues....................................... 32,925,000 37,144,000
---------- ----------
Gross profit........................................... 4,858,000 4,919,000
Selling, general and administrative expenses........... 4,133,000 3,650,000
--------- ---------
Operating income....................................... 725,000 1,269,000
Loss on sale of marketable securities.................. (383,000) -
Other income........................................... 856,000 218,000
Interest expense, net.................................. (1,828,000) (1,533,000)
---------- ----------
Loss before income taxes and minority interest......... (630,000) (46,000)
Provision for income taxes............................. - (62,000)
Equity in loss of unconsolidated subsidiary............ - (176,000)
Minority interest in (earnings) of
consolidated subsidiary............................. (186,000) (49,000)
-------- -------
Net loss .............................................. $ (816,000) $ (333,000)
============ ============
Basic and diluted loss per share....................... (0.07) (0.03)
===== =====
Weighted average number of shares...................... 12,143,385 11,921,529
========== ==========
See accompanying notes to consolidated financial statements.
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2
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AMERICAN UNITED GLOBAL, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(unaudited)
THREE MONTHS ENDED
OCTOBER 31,
-----------
2000 1999
---- ----
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CASH FLOWS FROM OPERATING ACTIVITIES
Net (loss).......................................... $ (816,000) $ (333,000)
Adjustments to reconcile net loss to
net cash (used) provided by operating activities
Depreciation and amortization..................... 3,285,000 3,531,000
Gain on sale of fixed assets...................... (522,000) -
Loss on sales of investments...................... 383,000 -
Income applicable to minority interest............ 186,000 49,000
Stock option compensation......................... 530,000 -
Undistributed loss (income) of affiliate.......... - 176,000
Changes in assets and liabilities:
Accounts receivable............................. (249,000) (1,776,000)
Inventories..................................... 119,000 5,407,000
Inventory floor plan financing.................. 5,066,000 (4,152,000)
Short-term borrowings........................... (6,992,000) (274,000)
Prepaid expenses and other receivables.......... 234,000 88,000
Leased equipment, net........................... 53,000 127,000
Accounts payable................................ (1,347,000) (2,394,000)
Other accrued liabilities....................... (182,000) 173,000
Income taxes payable............................ (16,000) 53,000
Deferred revenue................................ (63,000) (147,000)
------- --------
NET CASH (USED) PROVIDED BY OPERATING ACTIVITIES....... (331,000) 528,000
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of property and equipment.................. (263,000) (58,000)
Purchase of rental equipment, net................... (359,000) (1,498,000)
Proceeds on sale of fixed assets.................... 60,000
Sale of marketable securities....................... 619,000 120,000
------- -------
NET CASH PROVIDED (USED) BY INVESTING ACTIVITIES....... 57,000 (1,436,000)
CASH FLOWS FROM FINANCING ACTIVITIES
Principal payments on capital lease................. (17,000) (14,000)
Payment of long term borrowings..................... - (4,000)
--------- ------
NET CASH USED BY FINANCING ACTIVITIES.................. (17,000) (18,000)
------- -------
Net decrease in cash and cash equivalents.............. (291,000) (926,000)
Cash and cash equivalents, beginning................... 1,281,000 2,914,000
--------- ---------
Cash and cash equivalents, ending...................... $ 990,000 $ 1,988,000
============= ===============
See accompanying notes to consolidated financial statements.
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3
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1 - BASIS OF CONSOLIDATED FINANCIAL STATEMENTS
The consolidated financial information included in this report has been
prepared in conformity with the accounting principles reflected in the
consolidated financial statements for the preceding year included in the annual
report on Form 10-K for the year ended July 31, 2000 filed with the Securities
and Exchange Commission. All adjustments are of a normal recurring nature and
are, in the opinion of management, necessary for a fair statement of the
consolidated results for the interim periods. This report should be read in
conjunction with the Company's financial statements included in the annual
report on Form 10-K for the year ended July 31, 2000 filed with the Securities
and Exchange Commission.
The consolidated financial statements include the accounts of the Company
and its wholly owned and majority owned subsidiaries. All significant
intercompany balances and transactions have been eliminated in consolidation.
Minority interest represents the minority shareholders' proportionate share of
the equity of Western Power and Equipment Corp. ("Western") of 40.4% at October
31, 2000 and July 31, 2000.
NOTE 2 - INVENTORIES
Inventories consist of the following:
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OCTOBER 31 JULY 31,
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2000 1999
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Equipment (net of allowances of $4,027,000 and
$4,770,000, respectively):
New equipment........................................................... $ 39,571,000 $ 40,148,000
Used equipment.......................................................... 6,179,000 7,442,000
Parts (net of allowances of $560,000 and $522,000, respectively)....... 10,708,000 10,707,000
---------- ----------
. $ 56,458,000 $ 58,297,000
============= ==============
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4
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NOTE 3 - SHORT TERM BORROWINGS
As of October 31, 2000 Western and Deutsche Financial Services (DFS) signed
an amendment to the existing loan and security agreement. The amendment waived
all prior defaults under the agreement and established revised financial
covenants to be measured at the end of Western's second and fourth quarters. In
addition, the amendment included several periodic mandatory reductions in the
credit limit. The amended DFS facility matures December 28, 2001 and is a
floating rate facility based on prime with rates between 0.75% under prime to
0.25% above prime depending upon the amount of total debt leverage of Western.
NOTE 4 - STOCK OPTIONS
The 2000 Stock Option Plan was approved by the Board of Directors on
December 7, 1999 and was subsequently cancelled effective October 3, 2000. On
that same date, the Board of Directors approved the Company's 2001 Stock Option
Plan consisting of options to purchase 7,500,000 shares of common stock and all
5,400,000 outstanding options that had been granted under the 2000 Plan were
replaced by stock options covering the same number of shares under the 2001
Plan. These options were all granted on October 3, 2000, vest over varying
periods and are exercisable at $0.275 per share. The Company also granted
options covering 500,000 shares to a special consultant, 50,000 additional
options to a law firm and 10,000 options to a financial consultant and as of
October 31, 2000 a total of 5,960,000 stock options had been granted under the
2001 Plan. Compensation relative to option grants has been recorded pursuant to
The Black Scholes method where applicable.
NOTE 5 - GOODWILL
Goodwill arose pursuant to acquisitions by Western and is being amortized
over lives ranging from 25 to 40 years.
NOTE 6 - SEGMENT INFORMATION
In fiscal 1999, the Company adopted Statement of Financial Accounting
Standards No. 131 (SFAS 131), "Disclosures about Segments of an Enterprise and
Related Information," which requires the reporting of certain financial
information by business segment. For the purpose of providing segment
information, management believes that all of the Company's operations consist of
one segment. However, the Company evaluates performance based on revenue and
gross margin of three distinct business components. Revenue and gross margin by
component are summarized as follows:
Business Component Three Months Ended
Net Revenues October 31,
2000 1999
Equipment Sales $ 17,724 $ 21,031
Equipment Rental 6,982 7,355
Product Support 13,077 13,677
------ ------
Totals $ 37,783 $ 42,063
======== ========
Business Component Three Months Ended
Gross Margins October 31,
2000 1999
Equipment Sales $ 73 $ 96
Equipment Rental 1,893 2,489
Product Support 2,892 2,334
----- -----
Totals $ 4,858 $ 4,919
======== ========
5
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NOTE 7 - SUBSIDIARY PREFERRED STOCK
Western has been authorized to issue up to 10,000,000 shares of "blank
check" preferred stock, with respect to which all the conditions and privileges
thereof can be determined solely by action of such subsidiary's Board of
Directors without further action of its stockholders. As of November 30, 2000,
none were issued and outstanding.
NOTE 8 - SUBSEQUENT EVENTS
On November 1, 2000, 777,414 shares of Western common stock were
distributed pursuant to the final court approved settlement of the shareholder
class action. Effective on that date, the Company's percentage ownership of
Western became 36.2%. Accordingly, Western's results of operations will no
longer be consolidated with those of the Company and will be accounted for on
the equity method as of November 1, 2000. A loss of $1,434,000 was accrued at
July 31, 2000 representing the difference between the book value of the Western
shares transferred and their market value pursuant to the settlement agreement.
On November 2, 2000, Western and e-Mobile, Inc. ("EMI") signed a definitive
Merger Agreement pursuant to which a newly formed holding company will acquire
both Western and EMI. In addition, Western also signed an Asset Purchase
Agreement. Under the terms of the agreement, a newly formed holding company will
issue 52 million shares of its common stock to acquire the existing shares of
EMI and approximately 3.3 million shares to acquire the existing shares of
Western. The holding company will assume all outstanding options of both EMI and
Western. It is anticipated that a new board of directors will be appointed at
the closing and that the officers of EMI will become officers of the holding
company.
As a condition of the merger, Western will seek shareholder approval to
allow certain members of Western's management, officers and certain directors to
purchase Western's assets and assume its liabilities for $4.1 million, which
will be paid by a secured note (the note will be subordinate to the current
security interest of DFS) over seven years at seven percent (7%) interest per
annum, with interest only payments for the first year and thereafter
self-amortizing with quarterly interest payments and semi-annual principal
payments. Closing of these transactions is conditioned on approval by the
shareholders of Western and EMI and certain other regulatory approvals and
contractual conditions. There is no assurance that either transaction will be
consummated.
6
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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND
LIQUIDITY AND CAPITAL RESOURCES
GENERAL
The following discussion and analysis should be read in conjunction with
the Consolidated Financial Statements and Notes thereto appearing elsewhere in
this Form 10-Q.
This management discussion and analysis of financial conditions and results
of operations contains certain "forward-looking statements" as defined in the
Private Securities Litigation Reform Act of 1995. Such statements relating to
future events and financial performance are forward-looking statements that
involve risks and uncertainties, detailed from time to time in the Company's
various Securities and Exchange Commission filings. No assurance can be given
that any such matters will be realized.
The Company has operations in the distribution business through its
majority-owned operating subsidiary, Western Power and Equipment Company.
Western Power & Equipment Company provides light, medium and heavy
construction equipment through a chain of dealerships located primarily in the
Western part of the United States. Western acquired its first seven retail
distribution stores in November 1992. Western expanded to 18 stores in four
states by the end of fiscal 1996, to 23 stores in five states by the end of
fiscal 1997, and to 27 stores in five states by the end of fiscal 1998. In
fiscal 1999 and 2000 Western consolidated certain locations and had 20 operating
facilities at October 31, 2000. Western's growth has been accomplished through a
combination of new store openings, strategic acquisitions, and to a lesser
extent, comparable stores revenue increases.
Western plans to open and acquire additional distribution outlets for Case
products, as well as for products that may be manufactured by other companies.
Western's results can be impacted by the timing of and costs incurred in
connection with new store openings and acquisitions.
The Three Months Ended October 31, 2000 Compared to the Three Months Ended
October 31, 1999
Western's revenues for the three-month period ended October 31, 2000
decreased 10.2% to $37.8 million compared with $42.1 million for the three-month
period ended October 31, 1999. Revenues were down from the prior year's first
quarter in every department. The decrease in sales was primarily due to the
closure of four branches during the fiscal year ended July 31, 2000.
Western's gross profit margin of 12.9% for the three-month period ended
October 31, 2000 was up from the prior year comparative period margin of 11.7%.
The increase in gross profit margins was partly the result of a higher
concentration of overall business coming from the relatively higher margin
rental, parts and service business.
Selling, general and administrative expenses totaled $4,133,000 or 10.9% of
sales for the three months ended October 31, 2000 compared to $3,650,000 or 8.7%
of sales for the three months ended October 31, 1999. The increase in selling,
general and administrative expenses of $483,000 is primarily attributable to
stock option compensation and salary expenses in the current quarter for which
no comparable expense exists in the prior year comparable quarter offset by
slight decreases in expenditures at Western.
7
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Net interest expense for the three months ended October 31, 2000 of
$1,828,000 was up $295,000 from the $1,533,000 in the prior year comparative
period. This increase is primarily the result of higher average interest rates
at Western under the Deutsche Financial Services facility.
The Company has recorded a full valuation allowance against the deferred
tax benefit for net operating losses generated, since in management's opinion
the net operating losses do not meet the more likely than not criteria for
future realization.
The Company had net loss for the quarter ended October 31, 2000 of $816,000
or $0.07 per (basic and diluted) share compared with a net loss of $333,000 or
$0.03 per (basic and diluted) for the prior year's first quarter. The current
years quarter included a charge of $532,000 for stock option compensation and a
loss on the sale of marketable securities of $383,000. There were no such
comparable expenses in the quarter ended October 31, 1999. These losses were
somewhat offset by the Company's proportionate share of a pre-tax gain on the
sale of leases of leases at Western of approximately $350,000.
Liquidity and Capital Resources
The Company's primary needs for liquidity and capital resources are related
to Western's inventory for sale and its rental and lease fleet inventories.
Western's primary source of internal liquidity has been its profitable
operations. As more fully described below, Western's primary sources of external
liquidity are equipment inventory floor plan financing arrangements provided to
Western by the manufacturers of the products Western sells, and Deutsche
Financial Services ("DFS") and, with respect to acquisitions, secured loans from
Case Corporation (now CNH Global).
Under inventory floor planning arrangements the manufacturers of products
sold by Western provide interest free credit terms on new equipment purchases
for periods ranging from one to twelve months, after which interest commences to
accrue monthly at rates ranging from zero percent to two percent over the prime
rate of interest. Principal payments are typically made under these agreements
at scheduled intervals and/or as the equipment is rented, with the balance due
at the earlier of a specified date or sale of the equipment. At October 31,
2000, Western was indebted under manufacturer provided floor planning
arrangements in the aggregate amount of $19,814,000.
As of October 31, 2000, Western and DFS signed an amendment to the existing
loan and security agreement. The amendment waived all prior defaults under the
agreement and established revised financial covenants to be measured at the end
of Western's second and fourth quarter. In addition, the amendment included
several periodic mandatory reductions in the credit limit. The amended DFS
credit facility matures December 28, 2001 and is a floating rate facility based
upon prime with rates between 0.75% under prime to 0.25% above prime depending
upon the amount of total debt leverage of Western.
Borrowings under the DFS credit facility are secured by Western's assets,
including accounts receivable, parts, new equipment, rental fleet and used
equipment. Western uses this borrowing facility to lower flooring-related
interest expense by using advances under such line to finance inventory
purchases in lieu of financing provided by suppliers to take advantage of cash
purchase discounts from its' suppliers, to provide operating capital for further
growth and to refinance some of its acquisition related debt at lower interest
rates. As of October 31, 2000, approximately $60,684,000 was outstanding under
the DFS credit facility.
During the quarter ended October 31, 2000, cash and cash equivalents and
marketable securities decreased by $2,338,000 primarily due to sales of
marketable securities to fund operations and decreases in the market value of
investment in marketable securities.
The Company's cash and cash equivalents and marketable securities of
$2,572,000 and available credit facilities as of October 31, 2000 are considered
sufficient to support current levels of operations for the next twelve months.
8
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Inventory; Effects of Inflation and Interest Rates; General Economic Conditions
Controlling inventory is a key ingredient to the success of an equipment
distributor because the equipment is characterized by long order cycles, high
ticket prices, and the related exposure to "flooring" interest. Western's
interest expense may increase if inventory is too high or interest rates rise.
Western manages its inventory through company-wide information and inventory
sharing systems wherein all locations have access to Western's entire inventory.
In addition, Western closely monitors inventory turnover by product categories
and places equipment orders based upon targeted turn ratios.
All of the products and services provided by Western are either capital
equipment or included in capital equipment, which are used in the construction,
industrial, and agricultural sectors. Accordingly, Western's sales are affected
by inflation or increased interest rates which tend to hold down new
construction, and consequently adversely affect demand for the equipment sold
and rented by Western. In addition, although agricultural equipment sales are
less than 2% of Western's total revenues, factors adversely affecting the
farming and commodity markets also can adversely affect Western's agricultural
equipment related business.
Western's business can also be affected by general economic conditions in
its geographic markets as well as general national and global economic
conditions that affect the construction, industrial, and agricultural sectors.
An erosion in North American and/or other countries' economies could adversely
affect Western's business. Market specific factors could also adversely affect
one or more of Western's target markets and/or products.
9
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PART II
ITEM 1. LEGAL PROCEEDINGS
In May 1998, a lawsuit was filed on behalf of the Company in a purported
shareholder derivative action against Mr. Rubin and certain other directors of
the Company. In June, 1998 a shareholder class action was filed against the same
directors.
On June 1, 1999 an agreement was entered into by all parties whereby the
class action was settled for $2,500,000 which is payable, net of costs, to
approved claimant shareholders. The settlement consisted of $600,000 in cash
from insurance proceeds and $1,900,000 by 777,414 shares of Western common stock
owned by the Company. The $600,000 was paid to the claims administrator for the
benefit of claimants during fiscal 2000 and the common shares of Western were
distributed to the claimant stockholders on November 1, 2000. As a result, the
Company no longer owns greater than 50% of Western, and will account for Western
using the equity method effective November 1, 2000. A loss of $1,434,000 was
accrued at July 31, 2000 representing the difference between the book value of
the Western shares transferred and their market value pursuant to the settlement
agreement.
In addition, on June 1, 1999 the derivative action was settled for
$2,800,000 which amount is payable by Robert M. Rubin to the Company. This
settlement originally consisted of $1,100,000 from Mr. Rubin's assignment of his
rights to certain consulting payments from Hutchinson Corporation and the
transfer by Mr. Rubin to the Company of $1,700,000 of cash, securities and notes
in a brokerage account. Both settlement agreements were approved by the court on
August 23, 1999 and the settlements were reflected in the financial statements
as of July 31, 1999. All amounts due from Mr. Rubin to the Company pursuant to
the derivative action settlement were received by February 11, 2000, except for
the Hutchinson payments, the receipt of which is conditioned upon shareholder
approval of the Hutchinson Transaction, and $299,000 of publicly traded
securities. Mr. Rubin was nonetheless obligated to pay both the $1,100,000, if
not previously paid by Hutchinson, as well as the $299,000 plus interest no
later than July 31, 2000. An amendment to the settlement agreement had extended
Mr. Rubin's obligation to pay until September 30, 2000 and on September 21, 2000
Mr. Rubin contributed publicly traded securities to the Company valued at
$1,435,000. Such amount included interest of $36,000. As a result, the
Hutchinson payments will revert to being payable by Hutchinson to Mr. Rubin.
Such payments by Hutchinson to Mr. Rubin will not be made until approval of the
Hutchinson transaction, effective January 19, 1996, is obtained from American
United Global, Inc. shareholders.
ITEM 5. OTHER INFORMATION
On November 2, 2000, Western announced the signing of a definitive Merger
Agreement between Western and e-Mobile, Inc. ("EMI") pursuant to which a newly
formed holding company will acquire both the Western and EMI. Western
simultaneously announced the signing of an Asset Purchase Agreement pursuant to
which the current management of the Company would purchase substantially all of
the assets and assume substantially all of the liabilities of Western.
Consummation of these transactions is subject to shareholder approval,
regulatory approval, and other contractual obligations.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(A) EXHIBITS
Exhibit 27 Financial Data Schedule
(B) REPORTS ON FORM 8-K
None
10
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SIGNATURE
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 thereunto duly authorized.
AMERICAN UNITED GLOBAL, INC.
December 19, 2000
By: /s/ Robert M. Rubin
-------------------
Robert M. Rubin
Chief Executive Officer
By: /s/ David M. Barnes
-------------------
David M. Barnes
Chief Financial Officer
