UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 11-K
FOR ANNUAL REPORTS OF EMPLOYEE STOCK PURCHASE, SAVINGS
AND SIMILAR PLANS PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
[X] Annual Report Pursuant to Section 15(d) of the Securities Exchange
Act of 1934 for the fiscal year ended October 31, 1996
[ ] Transition Report Pursuant to Section 15 (d) of the Securities
Exchange Act of 1934
Commission file number 1-10869
401(K) Savings Plan of
Unique Mobility, Inc.
(Full Title of the Plan)
Unique Mobility, Inc.
(Name of Issuer of Securities held pursuant to the Plan)
425 Corporate Circle, Golden, Colorado 80401
(Address of Issuer's Principal Executive Office)
<PAGE>
REQUIRED INFORMATION
1. Statements of Net Assets Available for Participant Benefits, October 31,
1996 and 1995.
2. Statements of Changes in Net Assets Available for Participant Benefits,
years ended October 31, 1996, 1995 and 1994.
3. Notes to Financial Statements.
4. Consent of KPMG Peat Marwick LLP.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
administrators of the Plan have duly caused this annual report to be signed on
its behalf by the undersigned hereunto duly authorized.
Date: April 24, 1997 401 (k) Savings Plan of
Unique Mobility, Inc.
By: /s/ Titus Herschberger
Titus Herschberger
Plan Administrative
Committee Chairman
By: /s/ John Allen
John Allen
Plan Administrative
Committee Member
By: /s/ Elaine England
Elaine England
Plan Administrative
Committee Member
<PAGE>
Independent Auditors' Report
The Administrative Committee
401(k) Savings Plan of Unique Mobility, Inc.:
We have audited the accompanying statements of net assets available for
participant benefits of the 401(k) Savings Plan of Unique Mobility, Inc. as of
October 31, 1996 and 1995, and the related statements of changes in net assets
available for participant benefits for each of the years in the three-year
period ended October 31, 1996. These financial statements are the
responsibility of the Plan's management. Our responsibility is to express an
opinion on these financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the net assets available for participant benefits of the
401(k) Savings Plan of Unique Mobility, Inc. as of October 31, 1996 and 1995,
and the changes in those net assets for each of the years in the three-year
period ended October 31, 1996 in conformity with generally accepted accounting
principles.
/s/ KPMG Peat Marwick LLP
Denver, Colorado
April 8, 1997
<PAGE>
401(k) SAVINGS PLAN OF UNIQUE MOBILITY, INC.
Statements of Net Assets Available for Participant Benefits
October 31, 1996 and 1995
- -----------------------------------------------------------
<TABLE>
<CAPTION>
<S>
Assets: 1996 1995
Investments, at fair value (note 4):
Mutual Funds (cost $1,323,889 in 1996 and <C> <C>
$941,950 in 1995) $ 1,445,645 1,012,826
Unique Mobility, Inc. common stock (cost $31,930
in 1996 and $41,144 in 1995) 36,149 36,148
Loans to participants (cost $93,337 in 1996 and
$85,341 in 1995) 93,337 85,341
1,575,131 1,134,315
Receivables:
Employer contributions 28,136 25,414
Participant contributions 7,343 7,495
35,479 32,909
Net assets available for participant benefits $ 1,610,610 1,167,224
See accompanying notes to financial statements.
</TABLE>
<PAGE>
401(k) SAVINGS PLAN OF UNIQUE MOBILITY, INC.
Statements of Changes in Net Assets Available for Participant Benefits
Years Ended October 31, 1996, 1995 and 1994
- -----------------------------------------------------------
<TABLE>
<CAPTION>
1996 1995 1994
<S>
Contributions: <C> <C> <C>
Employer $ 90,749 98,878 95,028
Participants 146,080 168,000 144,126
236,829 266,878 239,154
Investment income:
Interest 12,773 7,535 5,197
Dividends 59,030 38,873 23,995
Net realized gains (losses) on disposition
of investments 52,364 (1,842) (9,611)
Net unrealized appreciation (depreciation) in fair
value of investments 129,880 90,127 (12,033)
254,047 134,693 7,548
Benefits paid to participants (47,490) (23,901) (124,771)
Net increase 443,386 377,670 121,931
Net assets available for participant benefits:
Beginning of year 1,167,224 789,554 667,623
End of year $ 1,610,610 1,167,224 789,554
</TABLE>
See accompanying notes to financial statements.
<PAGE>
401(k) SAVINGS PLAN OF UNIQUE MOBILITY, INC.
Notes to Financial Statements
October 31, 1996 and 1995
- -----------------------------------------------------------
(1) Plan Description
Effective November 1, 1989, Unique Mobility, Inc. (Unique or the Company)
established the 401(k) Savings Plan of Unique Mobility, Inc. (the Plan)
and related trust for the benefit of eligible employees. The Board of
Directors of Unique appointed an administrative committee to be the plan
administrator (Plan Administrator) which is responsible for the management
and operation of the Plan.
The Plan is a defined contribution plan to which participants may
contribute up to 15% of their compensation, on a pre-tax basis or an
after-tax basis, subject to certain limitations. The contributions are
invested, at the direction of the participant, in various investment
options offered by the Plan, including the Company's common stock.
Employees who have attained the age of 18 years will become eligible to
participate on the first day of the month coincident with or next
following the first to occur of (a) the date the employee completes a six
consecutive month period and at least 1,000 hours of service or (b) the
date the employee completes a twelve consecutive month period and
accumulates at least 1,000 hours of service.
The Company matches participant contributions on a dollar-for-dollar basis
on the first 5% of the participant's compensation and 25% of participant
contributions for contributions in excess of 5%. Company matching
contributions are funded quarterly. The Board of Directors of the Company
may authorize additional discretionary contributions. Employees may
contribute rollover contributions from another qualified plan into the
Plan regardless of whether the employee has elected to make participant
contributions.
Upon participation in the Plan, a participant may direct contributions in
10 percent increments into the Plan's investment options. Effective
November 1995 the names of the mutual funds available for investments were
revised. The Plan's investment options, including the former name of the
mutual funds, and the number of participants in each investment option at
October 31, 1996 are as follows:
<TABLE>
<CAPTION> Number of
Investment Options Former Name Participants
<S> <C>
Oppenheimer Cash Reserves A Quest for Value Cash Reserve Fund 9
Oppenheimer Quest for Value Fund, Inc. A Quest for Value Fund 38
Oppenheimer Quest Small Cap Value Fund A Quest for Value Capitalization Fund 28
Oppenheimer Quest Opportunity Value Fund A Quest for Value Opportunity Fund 25
Oppenheimer U.S. Government Trust A Quest for Value U.S. Government
Income Fund 11
Unique Mobility, Inc. common stock Unique Mobility, Inc. common stock 13
</TABLE>
Participant contributions are fully vested at all times. Vesting of
Company contributions and the earnings thereon is based on years of continuous
service, as follows:
Nonforfeitable
Years of service vested percentage
1 33 1/3%
2 66 2/3%
3 100%
<PAGE>
401(k) SAVINGS PLAN OF UNIQUE MOBILITY, INC.
Notes to Financial Statements, Continued
- -----------------------------------------------------------
Forfeitures, which totaled $273, $1,676, and $2,125 for the years ended
October 31, 1996, 1995 and 1994, respectively, are allocated to the
accounts of remaining participants.
Payment of plan benefits are made upon the participant attaining normal
retirement age (65), disability, death, or termination of employment.
Benefits are distributed to a participant or his or her designated
beneficiary in a lump sum payment.
Participants may withdraw up to 100% of their after-tax contributions
account balance upon request and up to 100% of their salary reduction
contribution account upon establishing financial hardship.
Although the Company has not expressed an intent to terminate the Plan, it
may do so at any time. Upon termination (or partial termination) of the
Plan or complete discontinuance of Company contributions, the balances of
all affected participants in the Plan shall become fully vested.
All expenses of administration of the Plan may be paid by the Plan unless
paid by the Company. For the years ended October 31, 1996, 1995 and 1994
the Company has paid for all administrative expenses of the Plan.
Participants should refer to the Plan agreement for a more complete
description of the Plan's provisions.
(2) Summary of Significant Accounting Policies
(a) Basis of Presentation
The Plan's financial statements are prepared on the accrual basis of
accounting.
(b) Investments
Investments in mutual funds and Unique common stock are recorded at
quoted market prices. Investment transactions are recorded on the
date of purchase or sale (trade date). Cost of investments is based
upon the previous year end market value plus current year purchases.
Cost of investments sold are determined on a first-in, first-out
basis.
Loans to plan participants are recorded at cost which approximates
fair value. The maximum terms of the loans are generally five
years. Monthly interest payments by participants are based on rates
determined by the Plan Administrator. The interest rates on the
loans range from 8% to 11%. The loans are secured by the
participants' account balances and are limited to the lessor of
$50,000 or 50% of the amount vested in the participant's account.
(c) Payment of Benefits
Benefits are recorded when paid. For financial statement reporting
purposes, benefits payable are not accrued and are considered as
part of net assets available for participant benefits. There were
no benefits payable to participants who have withdrawn from
participation in the Plan at either October 31, 1996 and 1995.
<PAGE>
401(k) SAVINGS PLAN OF UNIQUE MOBILITY, INC.
Notes to Financial Statements, Continued
- -----------------------------------------------------------
(d) Reclassifications
Certain reclassifications have been made to the year ended October
31, 1995 and 1994 amounts to conform with the year ended October 31,
1996 presentation.
(e) Estimates
The preparation of financial statements in conformity with generally
accepted accounting principles requires the plan administrator to
make estimates and assumptions that effect the reported amounts of
assets at the date of the financial statements and the reported
amount of contributions, investment income and benefits paid during
the reporting period. Actual results could differ from those
estimates.
(3) Tax Status
The Plan and related trust are intended to comply with the provisions of
the Internal Revenue Code of 1986 (the Code), as amended, and the Employee
Retirement Income Security Act of 1974, as amended.
The Plan received a favorable determination letter from the IRS dated
March 25, 1992 evidencing that it is qualified and that the trust
established under the Plan is tax-exempt, under the appropriate sections
of the Code. The Plan has been amended since receiving the determination
letter. However, the Plan Administrator believes that the Plan is
designed and is currently being operated in compliance with the applicable
requirements of the Code.
Except for participant after-tax contributions, participants are not
subject to income taxes on contributions or other accumulations in their
account until a distribution is made from the Plan.
<PAGE>
401(k) SAVINGS PLAN OF UNIQUE MOBILITY, INC.
Notes to Financial Statements, Continued
- -----------------------------------------------------------
(4) Investments
Investments at October 31, 1996 and 1995 are summarized as follows:
<TABLE>
<CAPTION>
1996
Shares,
Market units,
value per or principal
share or unit amounts Fair value
<S> <C> <C> <C>
Mutual Funds, at market:
Oppenheimer Cash Reserves A $ 1.00 112,595 $ 112,595
Oppenheimer Quest Value Fund, Inc. A 17.30 29,966 518,412
Oppenheimer Quest Small Cap Value Fund A 19.03 16,092 306,225
Oppenheimer Quest Opportunity Value Fund A 29.89 11,890 355,399
Oppenheimer U.S. Government Trust A 9.45 16,192 153,014
1,445,645
Unique Mobility, Inc. common stock, at market 4.625 7,816 36,149
Loans to participants, at cost - 93,337 93,337
$ 1,575,131
</TABLE>
<TABLE>
<CAPTION>
1995
Shares,
Market units,
value per or principal
share or unit amounts Fair value
<S>
Mutual Funds, at market: <C> <C> <C>
Quest for Value Cash Reserve Fund $ 1.00 8,890 $ 8,890
Quest for Value Fund 14.51 28,311 410,798
Quest for Value Capitalization Fund 17.31 14,558 251,999
Quest for Value Opportunity Fund 24.59 8,944 219,936
Quest for Value U.S. Government
Income Fund 11.27 10,754 121,203
1,012,826
Unique Mobility, Inc. common stock, at market 3.6875 9,803 36,148
Loans to participants, at cost - 85,341 85,341
$ 1,134,315
</TABLE>
<PAGE>
401(k) SAVINGS PLAN OF UNIQUE MOBILITY, INC.
Notes to Financial Statements, Continued
- -----------------------------------------------------------
(5) Funds Summary
The statement of net assets available for participant benefits by
investment option as of October 31, 1996 is as follows:
<TABLE>
<CAPTION> Oppenheimer Oppenheimer Unique
Oppenheimer Oppenheimer Oppenheimer Quest U.S. Mobility, Inc.
Loans to Cash Quest Value Quest Small Opportunity Government Company
Total participants Reserves A Fund,Inc. A Cap Fund A Value Fund A Trust A Stock
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Assets:
Investments:
Mutual Funds $ 1,445,645 - 112,595 518,412 306,225 355,399 153,014 -
Unique Mobility, Inc.
common stock 36,149 - - - - - - 36,149
Loans to participants 93,337 93,337 - - - - - -
1,575,131 93,337 112,595 518,412 306,225 355,399 153,014 36,149
Receivables:
Employer contributions 28,136 - 2,828 10,027 5,350 5,418 3,145 1,368
Participant contribution 7,343 - 1,075 2,452 1,197 1,296 690 633
35,479 - 3,903 12,479 6,547 6,714 3,835 2,001
Net assets available for
participant benefits $ 1,610,610 93,337 116,498 530,891 312,772 362,113 156,849 38,150
</TABLE>
<PAGE>
401(k) SAVINGS PLAN OF UNIQUE MOBILITY, INC.
Notes to Financial Statements, Continued
- -----------------------------------------------------------
(5) Funds Summary (continued)
The statement of net assets available for participant benefits by
investment option as of October 31, 1995 is as follows:
<TABLE>
<CAPTION> Quest for Quest for Quest for Quest for Unique
Value Cash Value Value Value U.S. Mobility, Inc.
Loans to Reserve Quest for Capitalization Opportunity Government Common
Total participants Fund Value Fund Fund Fund Income Fund Stock
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Assets:
Investments:
Mutual Funds $ 1,012,826 - 8,890 410,798 251,999 219,936 121,203 -
Unique Mobility, Inc.
common stock 36,148 - - - - - - 36,148
Loans to participants 85,341 85,341 - - - - - -
1,134,315 85,341 8,890 410,798 251,999 219,936 121,203 36,148
Receivables:
Employer contributions 25,414 - 1,003 9,028 6,174 4,678 2,427 2,104
Participant contributions 7,495 - - 3,203 1,716 1,501 688 387
32,909 - 1,003 12,231 7,890 6,179 3,115 2,491
Net assets available for
participant benefits $ 1,167,224 85,341 9,893 423,029 259,889 226,115 124,318 38,639
</TABLE>
<PAGE>
401(k) SAVINGS PLAN OF UNIQUE MOBILITY, INC.
Notes to Financial Statements, Continued
- -----------------------------------------------------------
(5) Funds Summary (continued)
The statement of changes in net assets available for participant benefits
by investment option for the year ended October 31, 1996 is as follows:
<TABLE>
<CAPTION> Oppenheimer Oppenheimer Unique
Oppenheimer Oppenheimer Oppenheimer Quest U.S. Mobility, Inc.
Loans to Cash Quest Value Quest Small Opportunity Government Company
Total participants Reserves A Fund,Inc. A Cap Fund A Value Fund A Trust A Stock
<S>
Contributions: <C> <C> <C> <C> <C> <C> <C> <C>
Employer $ 90,749 - 3,627 33,689 16,810 20,750 11,008 4,865
Participants 146,080 - 11,337 52,917 26,810 33,580 15,071 6,365
236,829 - 14,964 86,606 43,620 54,330 26,079 11,230
Investment income:
Interest 12,773 8,828 3,945 - - - - -
Dividends 59,030 - - 28,594 16,778 4,061 9,408 189
Net realized gains (losses)
on disposition of
investments 52,364 - - 31,973 2,760 11,842 (2,190) 7,979
Net unrealized appreciation
(depreciation) in fair
value of investments 129,880 - - 57,533 21,878 44,265 1,985 4,219
254,047 8,828 3,945 118,100 41,416 60,168 9,203 12,387
Benefits paid to participants (47,490) - (542) (39,436) (1,213) (3,368) (2,931) 0
Transfers - (832) 88,238 (57,408) (30,940) 24,868 180 (24,106)
Net increase (decrease) 443,386 7,996 106,605 107,862 52,883 135,998 32,531 (489)
Net assets available for
participant benefits:
Beginning of year 1,167,224 85,341 9,893 423,029 259,889 226,115 124,318 38,639
End of year $ 1,610,610 93,337 116,498 530,891 312,772 362,113 156,849 38,150
</TABLE>
<PAGE>
401(k) SAVINGS PLAN OF UNIQUE MOBILITY, INC.
Notes to Financial Statements, Continued
- -----------------------------------------------------------
(5) Funds Summary (continued)
The statement of changes in net assets available for participant benefits
by investment option for the year ended October 31, 1995 is as follows:
<TABLE>
<CAPTION>
Quest for Quest for Quest for Quest for Unique
Value Cash Value Value Value U.S. Mobility, Inc.
Loans to Reserve Quest for Capitalization Opportunity Government Company
Total participants Fund Value Fund Fund Fund Income Fund Stock
<S>
Contributions: <C> <C> <C> <C> <C> <C> <C> <C>
Employer $ 98,878 - 1,792 35,233 27,109 18,308 10,754 5,682
Participants 168,000 - 2,849 65,020 41,187 37,318 14,226 7,400
266,878 - 4,641 100,253 68,296 55,626 24,980 13,082
Investment income:
Interest 7,535 6,939 596 - - - - -
Dividends 38,873 - - 24,209 5,566 4,258 4,703 137
Net realized gains (losses)
on disposition of
investments (1,842) - - (5,045) 1,696 1,860 (83) (270)
Net unrealized appreciation
(depreciation) in fair
value of investments 90,127 - - 51,459 13,306 32,271 3,893 (10,802)
134,693 6,939 596 70,623 20,568 38,389 8,513 (10,935)
Benefits paid to participants (23,901) (1,428) (1,616) (4,468) (9,554) (4,499) (1,994) (342)
Transfers - 13,026 (3,837) (73,525) (37,004) 23,621 79,415 (1,696)
Net increase (decrease) 377,670 18,537 (216) 92,883 42,306 113,137 110,914 109
Net assets available for
participant benefits:
Beginning of year 789,554 66,804 10,109 330,146 217,583 112,978 13,404 38,530
End of year $ 1,167,224 85,341 9,893 423,029 259,889 226,115 124,318 38,639
</TABLE>
<PAGE>
401(k) SAVINGS PLAN OF UNIQUE MOBILITY, INC.
Notes to Financial Statements, Continued
- -----------------------------------------------------------
(5) Funds Summary (continued)
The statement of changes in net assets available for participant benefits
by investment option for the year ended October 31, 1994 is as follows:
<TABLE>
<CAPTION>
Quest for Quest for Quest for Quest for Unique
Value Cash Value Value Value U.S. Mobility, Inc.
Loans to Reserve Quest for Capitalization Opportunity Government Company
Total participants Fund Value Fund Fund Fund Income Fund Stock
<S>
Contributions: <C> <C> <C> <C> <C> <C> <C> <C>
Employer $ 95,028 - 1,840 40,895 31,232 13,268 1,434 6,359
Participants 144,126 - 2,943 62,326 44,832 20,833 2,423 10,769
239,154 - 4,783 103,221 76,064 34,101 3,857 17,128
Investment income:
Interest 5,197 4,690 507 - - - - -
Dividends 23,995 - - 10,101 10,463 2,519 800 112
Net realized gains (losses)
on disposition of
investments (9,611) - - (2,877) (2,362) (194) (120) (4,058)
Net unrealized appreciation
(depreciation) in fair
value of investments 12,033 - - 7,528 (7,461) 5,460 (1,208) (16,352)
7,548 4,690 507 14,752 640 7,785 (528) (20,298)
Benefits paid to participants (124,771) (10,450) (47,761) (21,817) (29,980) (2,249) - (12,514)
Transfers - 13,785 (3,347) (20,589) 38,292 (7,725) (5,698) (14,718)
Net increase (decrease) 121,931 8,025 (45,818) 75,567 85,016 31,912 (2,369) (30,402)
Net assets available for
participant benefits:
Beginning of year 667,623 58,779 55,927 254,579 132,567 81,066 15,773 68,932
End of year $ 789,554 66,804 10,109 330,146 217,583 112,978 13,404 38,530
</TABLE>
<PAGE>
Consent of Independent Auditors
The Board of Directors and Stockholders
Unique Mobility, Inc.:
We consent to incorporation by reference in the registration statements (Nos.
33-47454 and 33-34613) on Form S-8 of Unique Mobility, Inc. of our report dated
April 8, 1997, relating to the statements of net assets available for
participant benefits of the 401(k) Savings Plan of Unique Mobility, Inc. as of
October 31, 1996 and 1995, and the related statements of changes in net assets
available for participant benefits for each of the years in the three-year
period ended October 31, 1996, which report appears in the October 31, 1996,
annual report on Form 11- K of the 401(k) Savings Plan of Unique Mobility, Inc.
/s/ KPMG Peat Marwick LLP
Denver, Colorado
April 24, 1997
