UNIQUE MOBILITY INC
10-Q, 1996-09-16
MOTORS & GENERATORS
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                 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                          WASHINGTON,  D.C.  20549

                                  FORM 10-Q

             [x] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d)
                    OF THE SECURITIES EXCHANGE ACT OF 1934

                 For the quarterly period ended July 31, 1996

            [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d)
                    OF THE SECURITIES EXCHANGE ACT OF 1934

                        Commission file number 0-9146
  


                             UNIQUE MOBILITY, INC.
            (Exact name of registrant as specified in its charter)



                    Colorado                      84-0579156
          (State or other jurisdiction of      (I.R.S. Employer
           incorporation or organization)     Identification No.)



           425 Corporate Circle     Golden, Colorado        80401
           (Address of principal executive offices)      (zip code)


 
                                 (303) 278-2002
            (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 .

The number of shares  outstanding  (including  shares held by affiliates) of the
registrant's  common stock,  par value $0.01 per share at September 11, 1996 was
11,243,092.

<PAGE>


                       PART I - FINANCIAL INFORMATION


                   UNIQUE MOBILITY, INC. AND SUBSIDIARIES
                        Consolidated Balance Sheets
 


                                                        July 31,     October 31,
Assets                                                   1996           1995
                                                      (unaudited)
Current assets 
   Cash and cash equivalents                          $ 1,974,492     1,796,392
   Certificates of deposit                                  -           319,107 
   Accounts receivable                                    547,325      337,849
   Costs and estimated earnings in excess of
     billings on uncompleted contracts                    165,911       262,414
   Inventories (note 3)                                   426,905       404,701
   Prepaid expenses                                        76,507        35,397
   Other current assets                                    82,080        70,203
      Total current assets                              3,273,220     3,226,063

Property and equipment, at cost:
   Land                                                   335,500       335,500
   Building                                             1,364,500     1,364,500
   Molds                                                  102,113       102,113
   Transportation equipment                               258,675       251,175
   Machinery and equipment                              1,859,138     1,763,818
                                                        3,919,926     3,817,106

         Less accumulated depreciation                 (1,521,013)   (1,275,530)

       Net property and equipment                       2,398,913     2,541,576

Investment in Taiwan joint venture                      1,402,181     1,432,735

Patent and trademark costs, net of accumulated
  amortization of $36,757 and $25,491                     515,174       450,394

Other assets                                                8,873        27,831

                                                      $ 7,598,361     7,678,599






                                                          (Continued)







<PAGE>


                       UNIQUE MOBILITY, INC. AND SUBSIDIARIES
                       Consolidated Balance Sheets, Continued



                                                        July 31,    October 31,
Liabilities and Stockholders' Equity                      1996          1995
                                                       (unaudited)
Current liabilities:
   Accounts payable                                   $   225,481        83,859
   Other current liabilities (note 4)                     414,530       464,186
   Note payable to Taiwan joint venture participant     1,403,493     1,403,493
   Current portion of long-term debt                       72,183        81,525

      Total current liabilities                         2,115,687     2,033,063

   Long-term debt, less current portion                   758,945       807,003

      Total liabilities                                 2,874,632     2,840,066

Minority interest in consolidated subsidiary              390,039       389,065

Stockholders' equity (note 5):
   Common stock, $.01 par value, 50,000,000 shares
     authorized; 11,125,178 and 10,571,953 shares
       issued                                             111,252       105,720
   Additional paid-in capital                          20,942,425    18,887,886
   Accumulated deficit                               (16,592,135)   (14,426,536)
                                                        4,461,542     4,567,070

   Less cost of 39,341 and 37,341 shares of 
     treasury stock                                       127,852       117,602

       Total stockholders' equity                       4,333,690     4,449,468

Commitment (note 8)





                                                     $  7,598,361     7,678,599


See accompanying notes to consolidated financial statements.



<PAGE>


                         UNIQUE MOBILITY, INC. AND SUBSIDIARIES
                         Consolidated Statements of Operations
                                      (unaudited)

<TABLE>


                                                        Quarter Ended July 31,    Nine Months Ended July 31,
 <S>                                                          1996        1995           1996        1995
                                                         <C>        <C>           <C>          <C>                      
Revenue:
   Contract services (note 7)                         $   598,746   1,464,089      1,117,410   3,555,682
   Product sales                                          177,249     165,730        456,142     634,151                       
                                                          775,995   1,629,819      1,573,552   4,189,833

Operating costs and expenses:
   Costs of revenue                                       520,629   1,102,576      1,283,890   2,778,635
   Research and development                               405,106     140,393      1,152,197     959,603
   General and administrative                             251,090     267,252        896,776     778,954
   Depreciation and amortization                           94,857      89,774        278,225     255,016
   Royalty                                                  3,687       7,258          7,518      19,938
                                                        1,275,369   1,607,253      3,618,606   4,792,146

      Operating earnings (loss)                          (499,374)     22,566     (2,045,054)   (602,313)

Other income (expense):
   Minority interest share of earnings of
     consolidated subsidiary                              (17,146)    (15,613)       (51,482)    (48,451)
   Interest income                                         26,171     10,593          80,301      25,845
   Interest expense                                       (54,582)   (24,139)       (164,449)    (66,971)
   Equity in loss of Taiwan joint venture                  (9,212)    (1,665)        (30,553)     (7,283)
   Other                                                    8,357      9,486          45,638      18,859

      Net earnings (loss)                             $  (545,786)      1,228     (2,165,599)   (680,314)

      Net earnings (loss) per common share (note 6)   $    (.05)         -            (.20)       (.07)


Weighted average number of shares of common
  stock outstanding (note 6)                           11,081,455  10,013,125     10,860,679   9,955,653



See accompanying notes to consolidated financial statements.
</TABLE>

<PAGE>

                     UNIQUE MOBILITY, INC. AND SUBSIDIARIES
                     Consolidated Statements of Cash Flows
                                  (unaudited)


                                                      Nine Months Ended July 31,
                                                           1996        1995
Cash flows from operating activities:
   Net loss                                           $ (2,165,599)   (680,314)
   Adjustments to reconcile net loss to net cash used
     by operating activities:
       Depreciation and amortization                       278,225     255,016
       Minority interest share of earnings of
         consolidated subsidiary, net of cash
         distributions                                         974      (2,060)
       Noncash compensation expense for common stock
         issued for services                                37,436      12,500
       Equity in loss of Taiwan joint venture               30,554       2,244
       Gain on sale of assets                              (37,623)     (3,534)
       Change in operating assets and liabilities:
          Accounts receivable and costs and estimated
            earnings in excess of billings on
            uncompleted contracts                         (112,973)   (209,334)
          Inventories                                      (22,204)     65,937
          Prepaid expenses and other current assets        (52,987)      4,216
          Billings in excess of costs and estimated
            earnings on uncompleted contracts                 -       (137,247)
          Accounts payable and other current liabilities    91,966     141,363
          Other                                               -            374

       Net cash used by operating activities            (1,952,231)   (550,839)
  
Cash provided (used) by investing activities:
   Acquisition of property and equipment                  (123,021)   (433,374)
   Increase in patent and trademark costs                  (76,046)   (49,147)
   Proceeds from sale of property and equipment             62,860     17,110
   Proceeds from sale of certificates of deposit           319,107    419,107
   Purchase of certificates of deposits                       -      (319,107)

       Net cash provided (used) by investing 
         activities                                      $ 182,900   (365,411)








                                                             (Continued)

<PAGE>


                     UNIQUE MOBILITY, INC. AND SUBSIDIARIES
                     Consolidated Statements of Cash Flows
                                  (unaudited)


                                                     Nine Months Ended July 31,
                                                          1996        1995  
Cash flows provided by financing activities:
   Proceeds from borrowings                          $      -          212,337
   Repayment of debt                                     (57,400)     (187,881)
   Proceeds from sale of common stock, net             1,905,816     1,437,333
   Issuance of common stock upon exercise of
     employee options                                     81,984        15,565
   Issuance of common stock under employee stock
     purchase plan                                        17,031         2,526

      Net cash provided by financing activities        1,947,431     1,479,880

      Increase in cash and cash equivalents              178,100       563,630

Cash and cash equivalents at beginning of period       1,796,392     1,201,008

Cash and cash equivalents at end of period           $ 1,974,49      1,764,638


Supplemental disclosures to the consolidated statements of cash flows:

Cash paid for  interest  was $60,865 and $66,971 for the nine months ended July
31, 1996 and 1995, respectively.

In  accordance  with the  provisions of the  Company's  stock option plans,  the
Company accepts as payment of the exercise price, shares of the Company's common
stock held by the option  holder prior to the date of the option  exercise.  The
shares received are recorded at cost as treasury  stock.  During the nine months
ended July 31, 1996,  the Company  issued  13,666 shares of common stock with an
exercise price of $10,250 for which the Company  received 2,000 shares of common
stock.


See accompanying notes to Consolidated Financial Statements.

<PAGE>


                     UNIQUE MOBILITY, INC. AND SUBSIDIARIES
                   Notes to Consolidated Financial Statements
                                  (unaudited)


(1)  The  accompanying  financial  statements  are  unaudited;  however,  in the
     opinion  of  management,  all  adjustments  which  were  solely of a normal
     recurring  nature,  necessary  to a fair  statement  of the results for the
     interim period,  have been made. The results for the interim period are not
     necessarily indicative of results to be expected for the fiscal year.

(2)  Certain fiscal 1995 amounts have been reclassified for comparative 
     purposes.

(3)  Inventories  are stated at the lower of cost or market.  Cost is determined
     by the first-in,  first-out method and consists of materials,  direct labor
     and production overhead. Inventories consist of the following:

                                      July 31, 1996   October 31, 1995
                                       (unaudited)

     Raw materials                     $ 283,071           247,225

     Work in process                      84,439            31,525

     Finished products                    59,395           125,951
                                       $ 426,905           404,701


(4)  The following table summarizes the composition of the Company's other
     current liabilities:

                                      July 31, 1996   October 31, 1995
                                       (unaudited)

     Accrued subcontractor expense     $    -              174,781

     Accrued interest                    196,555            93,698

     Accrued legal and accounting fees    39,217            48,611

     Accrued payroll, consulting,
        personal property and real
        estate taxes                      45,379            44,882

     Unearned revenue                     62,460            22,096

     Other                                70,919            80,118 

                                       $ 414,530           464,186




<PAGE>


                  UNIQUE MOBILITY, INC. AND SUBSIDIARIES
              Notes to Consolidated Financial Statements, Continued
                                (unaudited)


(5)  The Company has reserved 4,104,000 shares of common stock for  
     key employees, consultants, and key suppliers under its  
     Incentive and Non-Qualified Option plans. Options became exercisable 
     as determined at the date of  grant by the  Board of Directors and  
     expire within ten years  from the date of grant.  The maximum  
     number of shares that may be granted to any eligible employee during
     the term of the Plan is 500,000 shares. The options require 
     holders to abide by certain Company policies on the trading  of the 
     Company's common stock.

     The following table summarizes activity under the plans:

                                           Shares Under    Per Share
                                              Option     Exercise Price

     Outstanding at October 31, 1994        1,914,533   $  .50 - 8.13
     Granted                                  100,000            5.00
     Exercised                                (64,786)     .50 - 3.50
     Forfeited                                (97,515)    3.50 - 6.88

     Outstanding at October 31, 1995        1,852,232      .50 - 8.13
     Granted                                  540,000     4.13 - 4.75
     Exercised                                (70,572)     .50 - 3.50
     Forfeited                               (307,465)    3.50 - 8.13

     Outstanding at July 31, 1996           2,014,195      .50 - 8.13

     Exercisable at July 31, 1996           1,398,750

     In February 1994, the Company's Board of Directors  ratified a Stock Option
     Plan for Non-Employee Directors pursuant to which Directors may elect to
     receive options in lieu of cash compensation for their services as
     directors.  The Company has reserved 250,000 shares of common stock for
     issuance pursuant to the exercise of options  under the Plan.  The options
     vest ratably over a three-year period beginning one year from the date of
     grant and are exercisable for ten years from the grant date.  Option prices
     are equal to the fair market value of common shares at the date of grant.

     The following table summarizes activity under the plan:

                                           Shares Under    Per Share
                                              Option     Exercise Price

     Outstanding at October 31, 1994           48,000   $ 5.38 - 6.25
     Granted                                   61,333     5.00 - 5.13

     Outstanding at October 31, 1995          109,333     5.00 - 6.25
     Granted                                   32,000            4.38

     Outstanding at July 31, 1996             141,333     4.38 - 6.25

     Exercisable at July 31, 1996              47,111

<PAGE>


                     UNIQUE MOBILITY, INC. AND SUBSIDIARIES
             Notes to Consolidated Financial Statements, Continued
                                  (unaudited)


     In  connection   with  the  original   issuance  of  certain   subordinated
     convertible term notes to Advent and Techno, the Company granted Advent and
     Techno warrants to acquire 790,000 shares of the Company's  common stock at
     the  lower of $2.40  per  share or the  market  price of the  common  stock
     averaged  over  the 30  trading  days  immediately  preceding  the  date of
     exercise.  The  warrants  expire  August  1997,  and allow  for a  cashless
     exercise of the warrants into common shares based on the spread between the
     market  price of the  common  stock on the date of  exercise  and the $2.40
     exercise price. All of these warrants remain outstanding at July 31, 1996.

     The  Company  has  reserved  300,000  shares of common  stock for  issuance
     pursuant to a warrant  agreement with an investment  banking  company.  The
     warrants  are  exercisable  at a price of $6.00  per  share  and  expire in
     January 1999. The warrants contain transfer restrictions and provisions for
     the  adjustment of the exercise price and the number and type of securities
     issuable upon exercise  based on the occurrence of certain  events.  All of
     these warrants remain outstanding at July 31, 1996.

     In connection with the 1995 common stock issuance,  the placement agent was
     issued  warrants  expiring  July  1998,  to acquire  150,000  shares of the
     Company's  common stock at $5.75 per share.  All of these  warrants  remain
     outstanding at July 31, 1996.

     In  connection  with the first 1996 common stock  issuance,  the  placement
     agent was issued warrants  expiring February 1999, to acquire 50,000 shares
     of the  Company's  common stock at $4.75 per share.  All of these  warrants
     remain outstanding at July 31, 1996.

     In connection with the second 1996 common stock issuance,  the investor was
     issued  warrants  expiring  May  1998,  to  acquire  38,100  shares  of the
     Company's  common stock at $5.00 per share.  All of these  warrants  remain
     outstanding at July 31, 1996.

(6)  Loss per common share amounts are based on the weighted  average  number of
     common shares outstanding during the third quarter and first nine months of
     each fiscal year presented.  Outstanding  common stock options and warrants
     were not included in the  computation  because the effect of such inclusion
     would be  antidilutive.  Fully  diluted  earning  per share are  considered
     equivalent to primary earnings per share.

(7)  The Company has historically derived significant revenue from contract
     services from a few key customers.  For the quarter and nine months ended
     July 31, 1996, the Company derived revenue of $542,179 and $911,594
     representing 91 percent and 84 percent of contract services revenue from
     five customers, respectively.  For the quarter and nine months ended July
     31, 1995, the Company derived revenue of $1,328,542 and $3,311,293
     representing 91 percent and 93 percent of contract services revenue from
     four and five customers, respectively.

(8)  The  Company  has  entered  into  employment  agreements  with three of its
     officers  which expire  December  31, 1996.  The  aggregate  annual  future
     compensation under these agreements from July 31, 1996, through the
          expiration date is $167,816.

<PAGE>


                    MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                 FINANCIAL CONDITION AND RESULTS OF OPERATIONS


Except for  historical  information,  the  discussion  in this  report  contains
forward-looking  statements  that involve risks and  uncertainties.  The Company
wishes to  caution  readers  that the  Company's  actual  results  could  differ
materially  from  those  discussed  in this  report.  The  Company  has  filed a
Registration  Statement on Form S-3 with the Securities and Exchange  Commission
which contains additional  information  concerning  important factors that could
cause the Company's  actual results to differ  materially from the discussion in
this report.

Financial Condition

During  the third  quarter  the  Company  continued  to invest in  manufacturing
engineering  activities directed toward the commercialization of its proprietary
products  in  existing  and  developing  markets  for low  voltage  (24v to 48v)
applications.   Principal   among  these   activities  are  the  development  of
manufacturing  processes for high efficiency  motors for application in Invacare
Corporation's family of motorized wheelchair products; production engineering of
the electric  motor scooter power system for Kwang Yang Motor Co.,  Ltd.(KYMCO);
and the  development  of a fully  functional  purpose built  prototype  electric
vehicle with Pininfarina. As a result of these activities,  which were primarily
internally  funded,  research and  development  expense rose over  three-fold to
$405,106 during the third quarter from the comparable  prior year expenditure of
$140,393.

Net loss for the third  quarter was $545,786 or $0.05 per share  compared to net
earnings of $1,228 for the  comparable  quarter  last year.  Operations  for the
first nine months of fiscal 1996  resulted in a net loss of  $2,165,599 or $0.20
per  share  compared  to a net loss of  $680,314  or  $0.07  per  share  for the
comparable prior year period.

Operations for the quarter ended July 31, 1996 were financed through the sale of
156,300 shares of common stock at the then  prevailing  market price pursuant to
Regulation  S and from  existing  cash  resources.  Net proceeds from the
offering amounted to $598,197. See also "Liquidity and Capital
Resources" below.

The Company  intends to continue  to invest  similar  amounts of cash during the
remainder of fiscal 1996 on the commercialization of its proprietary technology,
including  the  launch  of  expanded  manufacturing  operations  at its  Golden,
Colorado  facility.  The  Company,  however,  does  not  currently  possess  the
financial  resources to fully fund these activities.  See "Liquidity and Capital
Resources" below.

Cash balances at July 31, 1996, was $1,974,492 compared to $2,115,499 at the end
of fiscal  1995.  Operating  losses  throughout  fiscal  1996  have been  funded
primarily from cash raised from the sale of the Company's common stock.

Accounts  receivable  rose $209,476 to $547,325 at July 31, 1996,  and costs and
estimated  earnings  in excess of  billings on  uncompleted  contracts  declined
$96,503  from the  fiscal  1995 year end level due to  progress  billings  under
certain development contracts during the period.

Inventories rose $22,204 during the first nine months of fiscal 1996, reflecting
higher levels of raw material and work in process inventories which were offset,
in part, by lower levels of finished goods inventory.

Prepaid  expenses  rose to $76,507 at July 31, 1996,  compared to $35,397 at the
beginning  of the fiscal year due to the  prepayment  of annual  premiums on the
Company's insurance coverages which are amortized ratably over the fiscal year.

The Company invested $123,021 for the acquisition of machinery and equipment and
$76,046 for the  prosecution of patent and trademark  applications  covering its
proprietary technologies during the first nine months of fiscal 1996. Management
expects that the level of capital  expenditures for machinery and equipment will
rise  substantially  during the fourth quarter of fiscal 1996 continuing through
the first half of fiscal 1997 coincident with the Company's plan to establish an
expanded manufacturing capability at its Golden, Colorado facility.

Accounts  payable rose to $225,481 at July 31, 1996, from $83,859 at October 31,
1995,  reflecting  higher levels of purchased parts for raw material and work in
process inventories.

Other current liabilities  declined $49,656 to $414,530 July 31, 1996, primarily
due to the payment of subcontractor  costs during the period which was partially
offset by increases in accrued  interest on the note payable to KYMCO  financing
the Company's  investment in Taiwan UQM Electric Co., Ltd., and higher levels of
deposits from customers for the purchase of UQM products.

Long-term  debt declined  $48,058 during the nine months ended July 31, 1996, to
$758,945 due to scheduled  principal payments on the Company's mortgage debt for
its Golden, Colorado facility and scheduled collections on a lease contract held
by UQM Leasing, Inc.

Common  stock  and  additional   paid-in  capital   increased  to  $111,252  and
$20,942,425 at July 31, 1996, respectively,  compared to $105,720 and
$18,887,886 at the end of fiscal 1995,  respectively.  The increase is
attributable to the sale of common stock to Invacare Corporation in the first
quarter; the sale of common stock to overseas institutional investors in various
offerings under Regulation S; and the purchase of common stock upon the exercise
of stock options by the Company's employees and consultants.

Results of Operations

Operations  for the third  quarter of fiscal 1996  resulted  in lower  levels of
operating  losses  compared to the previous two fiscal 1996 quarters.  The lower
level of operating losses is attributable to higher levels of contract  services
revenue during the third  quarter.  Operations for the fiscal 1996 third quarter
resulted  in a net loss of  $545,786  or $0.05  per  share on total  revenue  of
$775,995  compared to net earnings of $1,228 on total revenue of $1,629,819  for
the comparable prior year quarter. Operations for the nine months ended July 31,
1996,  resulted in a net loss of  $2,165,599 or $0.20 per share on total revenue
of  $1,573,552  compared  to a net loss of  $680,314 or $0.07 per share on total
revenue of $4,189,833 for the comparable prior year period.

Contract  services  revenue for the third quarter and nine months ended July 31,
1996,   declined   $865,343  or  59  percent  and   $2,438,272  or  69  percent,
respectively.  The decrease is  attributable  to a reduction in the scope of the
Company's  contract  with the U.S.  Department  of Energy  (DOE) and Ford  Motor
Company and the  reassignment  of the Company's  personnel to  internally-funded
product launch activities during fiscal 1996.

Product  sales for the third  quarter  and first nine months of fiscal 1996 rose
nominally  to  $177,249  and  declined  $178,009  or 28  percent,  respectively,
reflecting lower sales levels of high voltage drive systems.

Gross profit  margins for the third  quarter  improved to 33 percent while gross
profit  margins for the nine months  ended July 31, 1996  declined to 18 percent
compared  to 32 percent and 34 percent for the  comparable  prior year  periods.
Gross profit  margins for the nine months ended July 31,  1996,  were  generally
lower than the  comparable  prior year  period due to higher  material  costs on
purchased parts used in the Company's products and the write down of certain raw
material  components costs to current market values during the fiscal 1996 first
quarter.

Research and development  expenditures rose to $405,106 during the third quarter
and $1,152,197 for the nine months ended July 31, 1996, compared to $140,393 and
$959,603 during the comparable prior year periods, respectively. The fiscal 1996
expenditures  were  primarily  attributable  to  internally  funded  engineering
activities  associated with the launch of products for Invacare  Corporation and
KYMCO  and  vehicle  integration  activities  for the  Ethos 3 EV  demonstration
vehicle.  Substantially all of the research and development  expenditures during
the  third  quarter  and nine  months  period  of the  prior  fiscal  year  were
attributable  to cost sharing  investments  under the contract  with the DOE and
Ford Motor Company.

General and  administrative  costs  declined to $251,090  for the third  quarter
versus  $267,252 for the comparable  prior year quarter and rose to $896,776 for
the nine months ended July 31, 1996,  versus  $778,954 for the comparable  prior
year period.  The increase in the year to date expense is primarily
attributable  to an  arbitration  award compensating  a  consultant  for
unauthorized  work  performed  on the Ford/DOE program  for which  the  company
was  unable  to seek  reimbursement  under the contract.

Depreciation and amortization  expense increased to $94,857 and $278,225 for the
quarter and nine months  ended July 31,  1996,  compared to $89,774 and $255,016
for the comparable  prior year periods,  reflecting  generally  higher levels of
depreciable assets and amortizable patents and trademark  expenditures in fiscal
1996.

Interest  income for the third quarter and first nine months of fiscal 1996 rose
from the comparable  fiscal 1995 levels due to higher balances of cash available
for investment during the fiscal 1996 period.

Interest expense rose $54,582 and $164,449 for the quarter and nine months ended
July 31, 1996,  compared to the prior year,  reflecting  interest accrual on the
Company's note payable to its Taiwan joint venture partner.

<PAGE>


Liquidity and Capital Resources

The  Company's  cash  balances and  liquidity  were  adequate to meet operating
requirements throughout the first nine months of fiscal 1996.

During the first quarter of fiscal 1996 the Company sold to Invacare Corporation
129,032 shares of the Company's  common stock at a price of $3.88 per share. Net
proceeds  to the Company  were  $500,000.  Contingent  upon the  achievement  of
certain conditions,  Invacare has agreed to make an additional investment in the
Company  through the  purchase  of common  stock at the then  prevailing  market
price.  The  additional  investment,  if completed,  will be in the  approximate
amount of 50 percent of the mutually agreed capital costs for the manufacture of
products to be sold to Invacare.  The proceeds from the additional investment by
Invacare will be restricted to such mutually agreed costs.  The Company believes
that the second  investment  by  Invacare  will be  completed  during the fourth
quarter at which time the Company intends to dedicate  approximately  $1 million
of its  existing  cash  resources  to meet its  obligations  with respect to the
Invacare product launch.

During  the third  quarter  of fiscal  1996 the  Company  completed  the sale of
156,300 of its common stock with an institutional fund and a private investor in
Europe pursuant to an offering under Regulation S of the Securities and Exchange
Act. Of the shares  placed,  114,300 shares were at the market price on the date
of purchase  acceptance or $4.38 per common share and included two year warrants
to acquire an additional  38,100 shares at an exercise  price of $5.00 per
share. The  remaining  42,000  shares were placed at the market  price for the
five trading days preceding the date of purchase  acceptance or $3.60 per share.
Net proceeds to the Company after  deducting  the expenses of the sales
amounted to $598,197.

During fiscal 1995, the Company,  KYMCO and  Turn-Luckily  Technology  Co., Ltd.
(TLT)  entered into a Waiver and Option  Agreement  whereby KYMCO agreed to fund
Unique's capital call obligations pursuant to the Joint Venture Agreement giving
Unique the right to  purchase a 39 percent  equity in Taiwan UQM  Electric  Co.,
Ltd. (Taiwan UQM).  Pursuant to the Agreement,  KYMCO contributed  $1,403,493 to
Taiwan UQM and acquired ownership of the shares of Taiwan UQM issued in exchange
therefore.  Further, the Agreement granted Unique the option to repurchase these
shares  from  KYMCO  at any time  prior to May 31,  1996,  for  $1,403,493  plus
interest at 10 percent per annum.  The  purchase of the shares by KYMCO has been
accounted for as a financing arrangement.  Accordingly,  for financial reporting
purposes the Company has recorded an  investment  in joint  venture  equal to 39
percent of the  current  net  assets of Taiwan UQM and a note  payable to Taiwan
joint venture  participant equal to the amount payable to KYMCO under the Waiver
and Option Agreement  excluding  accrued interest  thereon.  On May 6, 1996, the
Company,  KYMCO  and  TLT  completed  an  amendment  to the  Waiver  and  Option
Agreement.  Under the amendment,  the Company's  option to repurchase the shares
was extended  from May 31, 1996,  to October 21,  1996,  and certain  provisions
relating to the minimum  number of shares  subject to  repurchase by the Company
were eliminated.  The Company does not currently possess the financial resources
to meet its obligation under the amended Waiver and Option  Agreement,  although
the  Company  intends to secure  capital  to meet this  obligation  should  such
capital  be  available  on terms  acceptable  to the  Company.  In the event the
Company  is  unable  to  secure  the  capital  necessary  to meet  its  existing
obligation under the amended Waiver and Option  Agreement,  the Company may seek
an  additional  extension of time to preserve its  ownership  interest in Taiwan
UQM. However,  there can be no assurance that such an extension can be obtained,
or if obtained  that the Company  will then possess the  financial  resources to
maintain its ownership interest in Taiwan UQM at 39 percent.  Should the Company
not meet its obligation under the Joint Venture Agreement and the amended Waiver
and Option  Agreement,  Taiwan UQM would  nevertheless  be obligated to obtain a
royalty bearing license from the Company in order to gain  manufacturing  rights
to the Company's proprietary technologies.

The Company may  require  additional  capital  beyond  that  discussed  above to
complete its long-term  business  plan. The Company hopes to meet future capital
requirements  through the issuance of equity or debt securities or a combination
of  both,  although,  there  can be no  assurance  that  such  financing  can be
arranged.  In the event the  Company  is  unwilling  or unable to  arrange  such
financing,  management  would  defer,  abandon or modify  implementation  of the
Company's   business   plan.  The  Company  plans  to  continue  to  pursue  the
commercialization of its proprietary  technologies directly, if financing can be
obtained,   or  indirectly   by  means  of  strategic   alliances  or  licensing
arrangements with leading companies in the field, or a combination of both.

<PAGE>


                          PART II - OTHER INFORMATION
  


ITEM 6.  Exhibits and Reports on Form 8-K

   (a)  Exhibits

        None.

        27   Financial Data Schedule

   (b)  Reports on Form 8-K

        None.




                                  SIGNATURES


Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned thereunto duly authorized.


                                                   Unique Mobility, Inc.
                                                   Registrant


Date: September 13, 1996                           By:/s/ Donald A. French
                                                      Donald A. French
                                                      Treasurer and Controller
                                                      Accounting Officer)


<TABLE> <S> <C>

<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
CONSOLIDATED BALANCE SHEETS OF UNIQUE MOBILITY, INC. AND CONSOLIDATED
SUBSIDIARIES AS OF JULY 31, 1996, AND THE CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE NINE MONTHS ENDED JULY 31, 1996, AND IS QUALIFIED IN ITS ENTIRETY BY
REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
       
<S>                             <C>
<PERIOD-TYPE>                   9-MOS
<FISCAL-YEAR-END>                          OCT-31-1996
<PERIOD-END>                               JUL-31-1996
<CASH>                                       1,974,492
<SECURITIES>                                         0
<RECEIVABLES>                                  547,325
<ALLOWANCES>                                         0
<INVENTORY>                                    592,816
<CURRENT-ASSETS>                             3,273,220
<PP&E>                                       3,919,926
<DEPRECIATION>                               1,521,013
<TOTAL-ASSETS>                               7,598,361
<CURRENT-LIABILITIES>                        2,115,687
<BONDS>                                        758,945
                                0
                                          0
<COMMON>                                    21,053,677
<OTHER-SE>                                (16,719,987)
<TOTAL-LIABILITY-AND-EQUITY>                 7,598,361
<SALES>                                        456,142
<TOTAL-REVENUES>                             1,573,552
<CGS>                                        1,283,890
<TOTAL-COSTS>                                3,618,606
<OTHER-EXPENSES>                                 1,734
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                             164,449
<INCOME-PRETAX>                            (2,165,599)
<INCOME-TAX>                                         0
<INCOME-CONTINUING>                        (2,165,599)
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                               (2,165,599)
<EPS-PRIMARY>                                    (.20)
<EPS-DILUTED>                                    (.20)
        

</TABLE>


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