SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
___________________________
FORM 8-K/A
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): December 2, 1997
Commission file number 1-10869
UNIQUE MOBILITY, INC.
(Exact name of Registrant as Specified in Its Charter)
Colorado 84-0579156
(State or Other Jurisdiction of
Incorporation or Organization) (I.R.S. Employer Identification Number)
425 Corporate Circle, Golden, Colorado 80401
(Address of Principal Executive Offices) (Zip Code)
(303) 278-2002
Registrant's Telephone Number, Including Area Code
<PAGE>
Item 2. Acquisition or Disposition of Assets
Unique Mobility, Inc. (the Registrant) hereby amends its current report on
Form 8-K originally filed with the Securities and Exchange Commission (the
Commission) on January 20, 1998, describing the acquisition by the Registrant
of all of the issued and outstanding shares of common stock of Aerocom
Industries, Inc.
Item 7. Financial Statements and Exhibits
The following financial statements, pro forma financial information, and
exhibits are filed as part of this report:
(a) Financial Statements of Businesses Acquired
Financial Statements of Aerocom Industries, Inc.
Independent Auditors Report
Balance Sheets - December 31, 1997 and 1996
Statements of Operations for the years ended
December 31, 1997 and 1996 .
Statements of Stockholders' Equity for the years ended
December 31, 1997 and 1996
Statements of Cash Flows for the years ended
December 31, 1997 and 1996.
Notes to Financial Statements
(b) Pro Forma Financial Statements
Unaudited Pro Forma Consolidated Balance Sheet -
December 31, 1997
Unaudited Pro Forma Consolidated Statement of
Operations for the nine months ended December 31, 1997
Unaudited Pro Forma Consolidated Statement of
Operations for the year ended March 31, 1997
Notes to Unaudited Pro Forma Consolidated Financial
Statements
<PAGE>
Aerocom Industries, Inc.
Financial Statements
December 31, 1997 and 1996
<PAGE>
Independent Auditors Report
The Board of Directors and Stockholders
Aerocom Industries, Inc.:
We have audited the accompanying balance sheets of Aerocom Industries, Inc. as
of December 31, 1997 and 1996, and the related statements of operations,
stockholders equity, and cash flows for each of the years in the two-year
period ended December 31, 1997. The financial statements are the
responsibility of the Company'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 financial position of Aerocom Industries, Inc. as of
December 31, 1997 and 1996, and the results of its operations and its cash
flows for each of the years in the two-year period ended December 31, 1996, in
conformity with generally accepted accounting principles.
Denver, Colorado
January 23, 1998
<PAGE>
AEROCOM INDUSTRIES, INC.
Balance Sheets
December 31, 1997 and 1996
- -------------------------------------------------------------------
Assets 1997 1996
Current assets:
Cash and cash equivalents $ - 6,422
Accounts receivable 348,815 269,908
Other receivables 20,602 125,477
Inventories (note 2) 159,820 84,835
Prepaid expenses 3,106 5,051
Deferred tax asset (note 5) - 134,415
Total current assets 532,343 626,108
Property and equipment, at cost (note 3):
Transportation equipment 27,601 27,601
Machinery and equipment 2,691,003 3,054,317
2,718,604 3,081,918
Less accumulated depreciation (1,695,148) (1,794,895)
Net property and equipment 1,023,456 1,287,023
Total assets $ 1,555,799 1,913,131
Liabilities and Stockholders' Equity
Current liabilities:
Accounts payable $ 541,016 510,498
Other current liabilities 88,928 66,378
Current portion of stockholders' loans
(note 4) 123,000 47,115
Current portion of long-term debt (note 3) 118,986 763,399
Total current liabilities 871,930 1,387,390
Stockholders' loans (note 4) - 60,000
Long-term debt, less current portion (note 3) 392,534 502,819
Deferred tax liability (note 5) 44,324 70,805
Total liabilities 1,308,788 2,021,014
Stockholders' equity:
Common stock, no par value, 4,000,000
shares authorized; 115,000 shares
issued and outstanding 32,714 32,714
Accumulated earnings (deficit) 214,297 (140,597)
Total stockholders' equity 247,011 (107,883)
Commitments (notes 3 and 7)
$ 1,555,799 1,913,131
See accompanying notes to financial statements.
<PAGE>
AEROCOM INDUSTRIES, INC.
Statements of Operations
Years Ended December 31, 1997 and 1996
- -------------------------------------------------------------------
1997 1996
Revenue-
Product sales (note 6) $ 1,821,113 1,328,329
Operating costs and expenses:
Costs of revenue 1,485,362 1,471,007
General and administrative 244,980 230,884
1,730,342 1,701,891
Operating income (loss) 90,771 (373,562)
Other income (expense):
Interest expense (76,208) (151,922)
Gain on sale of asset 471,799 79,582
395,591 (72,340)
Net income (loss) before taxes 486,362 (445,902)
Income tax (expense) benefit (131,468) 124,299
Net income (loss) $ 354,894 (321,603)
Net income (loss) per common share $3.09 ($2.87)
Weighted average number of shares of common
stock outstanding 115,000 112,008
See accompanying notes to financial statements.
<PAGE>
AEROCOM INDUSTRIES, INC.
Statements of Stockholders' Equity
Years Ended December 31, 1997 and 1996
- -------------------------------------------------------------------
Number of Retained
common earnings Total
shares Common (accumulated stockholders'
issued stock deficit) equity
Balance at December 31, 1995 112,000 $ 23,174 181,006 204,180
Issuance of common stock for
employee compensation 3,000 9,540 - 9,540
Net loss - - (321,603) (321,603)
Balances at December 31, 1996 115,000 32,714 (140,597) (107,883)
Net income - - 354,894 354,894
Balances at December 31, 1997 115,000 $ 32,714 214,297 247,011
See accompanying notes to financial statements.
<PAGE>
AEROCOM INDUSTRIES, INC.
Statements of Cash Flows
Years Ended December 31, 1997 and 1996
- -------------------------------------------------------------------
1997 1996
Cash flows from operating activities:
Net loss $ 354,894 (321,603)
Adjustments to reconcile net loss to
net cash used by operating activities:
Depreciation and amortization 294,322 498,824
Gain on sale of asset (471,799) (79,582)
Deferred tax benefit 107,934 (101,798)
Change in operating assets and liabilities:
Accounts receivable (78,907) 16,250
Accounts receivable-other 104,875 (114,142)
Inventories (74,985) 43,302
Prepaid expenses and other current assets 1,945 1,542
Accounts payable 10,518 169,709
Other current liabilities 22,550 30,385
Net cash provided by operating
activities 271,347 142,887
Cash flows from investing activities:
Acquisition of property and equipment (324,516) (32,102)
Proceeds from sale of equipment 848,560 150,000
Net cash provided by investing
activities 524,044 117,898
Cash flows used in financing activities:
Repayment of debt (801,813) (286,576)
Issuance of common stock - 9,540
Net cash used in financing
activities (801,813) (277,036)
Decrease in cash and cash
equivalents (6,422) (16,251)
Cash and cash equivalents at beginning of the year 6,422 22,673
Cash and cash equivalents at end of the year $ - 6,422
Supplemental cash flow information:
Interest paid $ 84,530 136,456
Income tax received $ (25,477) (8,359)
Non-cash financing activities:
During fiscal 1997, the Company acquired $83,000 in machinery and equipment
in exchange for stockholders loans of $63,000 and the incurrence of 20,000
in other payables.
See accompanying notes to financial statements.
<PAGE>
AEROCOM INDUSTRIES, INC.
Notes to Financial Statements
December 31, 1997 and 1996
- -------------------------------------------------------------------
(1) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(a) General Business
Aerocom Industries, Inc. (the Company), a Colorado corporation
incorporated in 1989, provides contract grinding services to companies
in the aerospace and commercial industries throughout the United
States. The Company is not dependent on any one particular industry
or geographical area, however, a significant portion of the Company's
revenues are derived from a few key customers (see note 6). The
Company's primary vendor is a related party (see note 4).
On January 16, 1998, the Company was acquired by Unique Mobility,
Inc., a publicly traded entity, through the purchase of all of the
outstanding common stock of the Company. Under the acquisition
agreement, the Company will receive an additional $500,000 in cash
to be used for both capital and working capital purposes. It is
currently believed that the Company will continue to provide the
same services, in the same areas discussed above.
The accompanying financial statements do not reflect the impact, if
any, from the acquisition.
(b) Cash Equivalents
The Company considers all highly liquid debt instruments with
original maturities of three months or less to be cash equivalents.
(c) Inventory
Inventories are stated at the lower of cost or market. Cost is
determined by the first-in, first-out method. Inventories consist
of partially completed ground gears and completed parts. The
majority of inventory is work-in-progress.
(d) Property and Equipment
Property and equipment are stated at cost. Normal repairs and
maintenance are charged to expense as incurred. Depreciation is
computed using the straight-line method, primarily over five years.
(e) Long-Lived Assets
In March 1995, the Financial Accounting Standards Board issued
Statement of Financial Accounting Standards No. 121, Accounting for
the Impairment of Long-Lived Assets and for Long-Lived Assets to be
Disposed of (SFAS 121). SFAS 121 requires impairment losses to be
recorded on long-lived assets and certain identifiable intangibles
used in operations when indicators of impairment are present and
the undiscounted future cash flows (without interest charges)
estimated to be generated by those assets are less than the assets'
carrying amount. Impairment is measured by the excess of the
assets' carrying amount over fair value. SFAS 121 also requires
that long-lived assets and certain identifiable intangibles that
are expected to be disposed of be reported at the lower of the
carrying amount or fair value less costs to sell. The Company
adopted SFAS 121 in 1996 and the adoption of SFAS 121 did not have
an effect on the Company's financial statements.
<PAGE>
AEROCOM INDUSTRIES, INC.
Notes to Financial Statements, Continued
- -------------------------------------------------------------------
(1) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
(f) Income Taxes
The Company accounts for income taxes in accordance with Statement
of Financial Accounting Standards No. 109, Accounting for Income
Taxes. Under the asset and liability method of Statement 109,
deferred tax assets and liabilities are recognized for the future
tax consequences attributable to differences between the financial
statement carrying amounts of existing assets and liabilities and
their respective tax bases. Deferred tax assets and liabilities
are measured using enacted tax rates expected to apply to taxable
income in the years in which those temporary differences are
expected to be recovered or settled. Under Statement 109, the
effect on deferred tax assets and liabilities of a change in tax
rates is recognized in income in the period that includes the
enactment date.
(g) Income (Loss) Per Common Share
Income (loss) per common share is based on the weighted average
number of shares of common stock outstanding during each year. The
Company has no common stock equivalents.
(h) Use of Estimates
The preparation of financial statements in conformity with
generally accepted accounting principles requires management to
make estimates and assumptions that affect the reported amounts of
assets and liabilities and disclosure of contingent assets and
liabilities at the date of the financial statements and the
reported amounts of revenues and expenses during the reporting
period. Actual results could differ from those estimates.
(i) Reclassifications
Certain classifications were made to the financial statements for
prior periods to conform to the December 31, 1997 presentation.
<PAGE>
AEROCOM INDUSTRIES, INC.
Notes to Financial Statements, Continued
- -------------------------------------------------------------------
(2) Inventories
Inventories at December 31, consists of:
1997 1996
Raw materials $ 5,909 -
Work in process 153,911 54,129
Finished products - 30,706
$ 159,820 84,835
(3) Long-Term Debt
Long-term debt at December 31, consists of: 1997 1996
A $700,000 note payable to bank, in
monthly installments with interest at a
fixed interest rate of 10.05% (10.05% at
December 31, 1996); matures November 30,
2001; secured by equipment and guaranteed
by the two majority stockholders $ 511,520 610,473
An $877,579 note payable to bank, in
monthly installments with interest at
9.5%; the entire outstanding balance
of this note was paid in March 1997 with
the proceeds received from the sale of a
piece of equipment. This note is
classified as current at December 31, 1996 - 655,745
Total long-term debt 511,520 1,266,218
Less current portion (118,986) (763,399)
Long-term debt, less current
portion $ 392,534 502,819
The loan agreement dated November 2, 1995, which encompasses these two
loans, requires the Company to comply with various financial and
operating covenants. As of December 31, 1997 and 1996, the Company
was not in compliance with certain debt covenants. The secured lender
has waived the covenant defaults for the years ended December 31, 1997
and 1996.
The annual aggregate maturities of long-term debt are as follows:
1998 $ 118,986
1999 121,893
2000 134,723
2001 135,918
$ 511,520
<PAGE>
AEROCOM INDUSTRIES, INC.
Notes to Financial Statements, Continued
- -------------------------------------------------------------------
(4) Related Party Transactions
Stockholders' Loans
As of December 31, 1996, the Company had two notes payable to a
stockholder. The outstanding balances on these notes were $30,625 and
$60,000, bearing interest of 8% and 12% per annum, respectively. The
$30,625 note was paid off in 1997. The $60,000 note is due April 16,
1998. Both notes are unsecured.
As of December 31, 1996, the Company had a note payable to another
stockholder. The outstanding balance on this note was $16,490 and bears
interest at 8% per annum. The note was paid off in 1997.
As of December 31, 1997, the Company had three notes payable to a stock
holder. The outstanding balances on these notes were $25,000, $18,000
and $60,000, bearing interest of 8%, 8% and 12% per annum, respectively.
The $25,000 note is due January 31, 1998, the $18,000 note is due
October 2, 1998, and the $60,000 note is due April 16, 1998. The
$25,000 and $18,000 notes are secured by machinery and equipment with a
net book value of $83,000. The $60,000 note is unsecured.
As of December 31, 1997, the Company had a note payable to another
stockholder. The outstanding balance on this note was $20,000 and bears
interest at 8% per annum. The note is due June 3, 1998, and is secured
by machinery and equipment with a net book value of $83,000.
Accrued liabilities as of December 31, 1997 and 1996 includes interest
payable to stockholders on stockholder loans of $13,987 and $10,123,
respectively.
Payables and Purchases
One of the Company's primary vendors is managed by the Company's
majority stockholders. As of December 31, 1997 and 1996, outstanding
payables to this vendor were $345,705 and $438,623, respectively.
$204,900 of the December 31, 1996 accounts payable balance was paid
during 1997 with proceeds from the sale of a piece of equipment.
During 1997 and 1996 the Company incurred expenses to this related
vendor of $342,863 and $275,150, respectively, for rent, administrative
support, purchase of grinding wheels and repairs and maintenance of its
machinery and equipment. The Company's lease of its premises from the
related vendor is on a month-to-month basis, and totaled $55,920 in both
1997 and 1996.
The Company borrowed $35,000 during 1996 from a company primarily owned
by the Company's majority stockholders. The Company repaid this loan by
paying certain payroll and freight costs for the company. At December
31, 1996, the Company owed the company $9,200.
<PAGE>
AEROCOM INDUSTRIES, INC.
Notes to Financial Statements, Continued
- -------------------------------------------------------------------
(5) Income Taxes
Income tax expense (benefit) attributable to income from operations
consists of:
Current Deferred Total
Year ended December 31, 1997:
Federal $ 20,482 93,943 114,425
State and local 3,052 13,991 17,043
$ 23,534 107,934 131,468
Year ended December 31, 1996:
Federal $(20,869) (87,824) (108,693)
State and local - (15,606) (15,606)
$(20,869) (103,430) (124,299)
Income tax expense (benefit) attributable to income from operations
differed from the amounts computed by applying the statutory U.S. federal
income tax rate of 34 percent to pretax income from operations as a
result of the following:
1997 1996
Computed expected tax expense (benefit) $ 165,363 (151,607)
Increase (reduction) in income taxes
resulting from:
State income tax, net of federal
income tax benefit 17,043 (15,606)
Graduated tax rate differential
between statutory and applicable
federal rate (51,088) 46,819
Other, net 150 (3,905)
$ 131,468 (124,299)
The tax effects of temporary differences that give rise to significant
portions of the deferred tax assets and deferred tax liabilities at
December 31, 1997 and 1996 are presented below:
1997 1996
Deferred tax assets-
net operating loss carryforwards $ - 134,415
Total gross deferred tax
assets - 134,415
Less valuation allowance - -
Net deferred tax assets - 134,415
Deferred tax liabilities-
plant and equipment, due to differences
in depreciation rates (44,324) (70,805)
Net deferred tax asset
(liability) $(44,324) 63,610
<PAGE>
AEROCOM INDUSTRIES, INC.
Notes to Financial Statements, Continued
- -------------------------------------------------------------------
There was no valuation allowance for deferred tax assets as of December
31, 1996. In assessing the realizability of deferred tax assets,
management considers whether it is more likely than not that some
portion or all of the deferred tax assets will not be realized. The
ultimate realization of deferred tax assets is dependent upon the
generation of future taxable income during the periods in which those
temporary differences become deductible. Management considers the
scheduled reversal of deferred tax liabilities, projected future taxable
income, and tax planning strategies in making this assessment. There
were no deferred tax assets or net operating loss carryforwards for
federal income tax purposes as of December 31, 1997.
(6) Significant Customers
The Company has historically derived significant revenues from a few key
customers. The customers from which this revenue has been derived and
the percentage of this revenue as a percentage of total revenue is
summarized as follows:
Year Ended December 31,
1997 1996
Customer A $ 689,309 67,264
Customer B 306,896 174,521
Customer C 180,685 220,751
$ 1,176,890 462,536
Percentage of revenue 65% 35%
These customers, in total, also represent 46% and 48% of total accounts
receivable at December 31, 1997 and 1996, respectively. Sales with all
customers, including significant customers, are generated from purchase
orders from those customers in the ordinary course of business. None of
the Company's customers are contractually bound to maintain their
current purchasing levels.
(7) Events Subsequent to Date of the Auditors' Report (Unaudited)
Subsequent to the date of the auditors' report, the Company entered into
various contracts to purchase vacant land and construct a new
manufacturing facility in Colorado. The land was purchased under two
separate contracts for an aggregate value of $181,500. The construction
contract provides for the erection of a 25,000 square foot manufacturing
facility at a cost not to exceed $850,000. The facility is expected to
be completed in June 1998.
These commitments will be met through cash provided by Unique Mobility,
Inc. and additional financing from third party institutions.
<PAGE>
UNIQUE MOBILITY, INC.
UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS
The following unaudited pro forma consolidaed balance sheet assumes that the
acquisition of Aerocom Industries, Inc. occurred on December 31, 1997, and
includes the December 31, 1997, unaudited historical balance sheets of Unique
Mobility, Inc. and Aerocom Industries, Inc. adjusted for the pro forma effects
of this acquisition. The following unaudited pro forma consolidated statement
of operations for the year ended March 31, 1997, and the nine months ended
December 31, 1997, assumes that the acquisition of Aerocom Industries, Inc. had
occurred on April 1, 1996 and April 1, 1997, respectively, and include the
historical unaudited consolidated statement of operations for Unique Mobility,
Inc. for the year ended March 31, 1997, and the nine months ended December 31,
1997 adjusted for the pro forma effects of the acquisition.
The unaudited pro forma consolidated statements of operations are not
necessarily indicative of the results of operations that would actually have
occurred if the transaction had been consummated as of April 1, 1996 and
April 1, 1997, respectively. These statements should be read in conjunction
with the historical financial statements, and related notes thereto of Unique
Mobility, Inc. in its annual report on Form 10-K and Aerocom Industries, Inc.
financial statements included herein.
<PAGE>
UNIQUE MOBILITY, INC. AND SUBSIDIARIES
Unaudited Pro Forma Consolidated Balance Sheet
December 31, 1997
<TABLE>
Historical
<S> <C> <C> <C> <C>
Pro Forma Pro Forma
Assets Unique Mobility, Inc. Aerocom Industries, Inc. Adjustments Consolidated
Current Assets:
Cash and cash equivalents $ 3,474,700 - (1) (337,702) 3,136,998
Accounts receivable and other receivables 341,306 369,417 710,723
Cost and estimated earnings in excess
of billings on uncompleted contracts 758,431 - 758,431
Inventories 409,879 159,820 569,699
Prepaid expenses 61,286 3,106 64,392
Other current assets 301,766 - 301,766
Total current assets 5,347,368 532,343 (337,702) 5,542,009
Property and equipment, at cost:
Land 335,500 - 335,500
Building 1,438,090 - 1,438,090
Molds 102,113 - 102,113
Transportation equipment 301,719 27,601 (1) (2) (27,601) 301,719
Machinery and equipment 2,377,760 2,691,003 (1) (2) 121,051 5,189,814
4,555,182 2,718,604 93,450 7,367,236
Less accumulated depreciation (2,025,355) (1,695,148) (1)(3) 1,695,148 (2,025,355)
Net property and equipment 2,529,827 1,023,456 1,788,598 5,341,881
Investment in Taiwan joint venture 2,499,787 - 2,499,787
Other investments 1,000,000 - - 1,000,000
Patent and trademark costs, net of
accumulated amortization of $57,048
and $45,551 616,407 - 616,407
Other assets 850 - (1)(4) 1,297,087 1,297,937
$ 11,994,239 1,555,799 2,747,983 16,298,021
</TABLE>
See accompanying notes to unaudited pro forma consolidated financial statements.
<PAGE>
UNIQUE MOBILITY, INC. AND SUBSIDIARIES
Unaudited Pro Forma Consolidated Balance Sheet, Continued
December 31, 1997
<TABLE>
Historical
<S> <C> <C> <C> <C> <C>
Pro Forma Pro Forma
Liabilities and Stockholders' Equity Unique Mobility, Inc. Aerocom Industries, Inc. Adjustments Consolidated
Current liabilities:
Accounts payable $ 143,654 541,016 684,670
Other current liabilities 657,151 88,928 746,079
Current portion of long-term debt 48,419 241,986 290,405
Billings in excess of costs and estimated
earnings on uncompleted contracts 4,590 - 4,590
Total current liabilities 853,814 871,930 1,725,744
Deferred tax liability - 44,324 (1) (44,324) -0-
Long-term debt, less current portion 689,703 392,534 1,082,237
Total liabilities 1,543,517 1,308,788 (44,324) 2,807,981
Minority interest in consolidated subsidiary 393,254 - 393,254
Stockholders' equity
Common Stock 142,230 32,714 (1)(28,999) 145,965
Additional paid-in capital 30,168,853 - (1)3,035,603 33,204,456
Accumulated deficit (20,067,345) 214,297 (1)(214,297) (20,067,345)
Notes receivable from officers (56,832) - (56,832)
Cumulative translation adjustment (129,438) - (129,438)
Total stockholders' equity 10,057,468 247,011 2,792,307 13,096,786
$ 11,994,239 1,555,799 2,747,983 16,298,021
</TABLE>
See accompanying notes to unaudited pro forma consolidated financial statements.
<PAGE>
UNIQUE MOBILITY, INC. AND SUBSIDIARIES
Unaudited Pro Forma Consolidated Statement of Operations
For the Nine Months Ended December 31, 1997
<TABLE>
Historical
<S> <C> <C> <C> <C>
Pro Forma Pro Forma
Unique Mobility, Inc. Aerocom Industries, Inc. Adjustments Consolidated
Revenue:
Contract services $ 2,333,718 - 2,333,718
Product sales 494,594 1,451,127 1,945,721
2,828,312 1,451,127 4,279,439
Operating Costs and expenses:
Cost of contract services 2,197,878 - 2,197,878
Cost of product sales 356,625 1,155,094 (2) 268,290 1,780,009
Research and development 486,643 - 486,643
General and administrative 1,264,920 183,377 1,448,297
Depreciation and amortization of
intangible assets - - (4) 48,640 48,640
Royalty 13,572 - 13,572
4,319,638 1,338,471 316,930 5,975,039
Operating earnings (loss) (1,491,326) 112,656 (316,930) (1,695,600)
Other income (expense):
Interest income 148,487 - 148,487
Interest expense (58,885) (47,042) (105,927)
Equity in loss of Taiwan joint venture (82,296) - (82,296)
Minority interest share of earnings
of consolidated subsidiary (52,980) - (52,980)
Other 2,019 - 2,019
(43,655) (47,042) (90,697)
Net income (loss) before tax (1,534,981) 65,614 (316,930) (1,786,297)
Income tax expense - (17,716) (7)17,716 -0-
Net income (loss) $ (1,534,981) 47,898 (299,214) (1,786,297)
Net income (loss) per common share-
basic and diluted (.11) (.13)
Weighted average number of shares of common
of common stock outstanding 13,667,499 14,039,054
</TABLE>
See accompanying notes to unaudited pro forma consolidated financial statements.
<PAGE>
UNIQUE MOBILITY, INC. AND SUBSIDIARIES
Unaudited Pro Forma Consolidated Statement of Operations
for the Year Ended March 31, 1997
<TABLE>
Historical
<S> <C> <C> <C> <C>
Pro Forma Pro Forma
Unique Mobility, Inc. Aerocom Industries, Inc. Adjustments Consolidated
Revenue:
Contract services $ 1,804,855 - 1,804,855
Product sales 546,904 1,374,045 1,920,949
2,351,759 1,374,045 3,725,804
Operating costs and expenses:
Costs of contract services 1,395,510 - 1,395,510
Costs of product sales 475,189 1,413,489 (2) 357,720 2,246,398
Research and development 1,570,622 - 1,570,622
General and administrative 1,451,302 235,628 1,686,930
Depreciation and amortization of
intangible assets - - (4) 64,854 64,854
Royalty 10,938 - 10,938
4,903,561 1,649,117 422,574 6,975,252
Operating loss (2,551,802) (275,072) (422,574) (3,249,448)
Other income (expense):
Interest income 122,170 - 122,170
Interest expense (195,722) (141,044) (336,766)
Equity in loss of Taiwan joint venture (52,602) - (52,602)
Minority interest share of earnings
of consolidated subsidiary (68,537) - (68,537)
Other 7,926 544,212 (6) (544,212) 7,926
(186,765) 403,168 (544,212) (327,809)
Net income (loss) before tax (2,738,567) 128,096 (966,786) (3,577,257)
Income tax expense - (34,586) (7) 34,586 -0-
Net income (loss) $ (2,738,567) 93,510 (932,200) (3,577,257)
Net income (loss) per common share-
basic and diluted (.24) (.30)
Weighted average number of shares
of common stock outstanding 11,575,969 11,947,524
</TABLE>
See accompanying notes to unaudited pro forma financial statements.
<PAGE>
UNIQUE MOBILITY, INC. AND SUBSIDIARIES
Notes to Unaudited Pro Forma Consolidated Financial Statements
December 31, 1997
(A) Basis of Presentation
The accompanying Unaudited Pro Forma Consolidated Balance Sheet as of
December 31, 1997, includes historical balances, adjusted for the pro
forma effects of the Aerocom acquisition completed subsequent to
December 31, 1997, and assumes that the acquisition occurred on
December 31, 1997. The Unaudited Pro Forma Consolidated Statements
of Operations for the nine months ended December 31, 1997, include
the unaudited historical results of operations for Unique Mobility,
Inc. and Aerocom Industries, Inc. for the nine months ended
December 31, 1997, adjusted for the pro forma effects of the
acquisition assuming the acquisition occurred on April 1, 1996. The
nine month results of Aerocom Industries, Inc. were computed by
deducting the unaudited three month results of operations ended
March 31, 1997 from the audited results of operations for the year
ended December 31, 1997.
The Unaudited Pro Forma Consolidated Statements of Operations for the
year ended March 31, 1997, include the audited historical results of
operations for the five months ended March 31, 1997 and the unaudited
historical results for the seven months ended October 31, 1996 of
Unique Mobility, Inc., and the unaudited historical results of
operations for the year ended March 31, 1997 of Aerocom Industries,
Inc., adjusted for the pro forma effects of the acquisition assuming
the acquisition occurred on April 1, 1996. The twelve month results
of operations of Aerocom Industries, Inc. were computed by deducting
the unaudited three month results of operations for the three months
ended March 31, 1996 from the audited results of operations for the
year ended December 31, 1996 and adding the unaudited results of
operations for the three months ended March 31, 1997.
1) The acquisition price of Aerocom of $3,377,020 was satisfied
by the payment of $337,702 in cash and the issuance of
371,555 shares of the common stock of Unique Mobility, Inc.
at an average closing price of $8.18 per share. The
acquisition will be accounted for as a purchase. The
allocation of the purchase price is as follows:
Purchase Price $ 3,377,020
Net book value of assets acquired (247,011)
Less deferred taxes (44,324)
Excess of purchase price over net assets acquired $ 3,085,658
Allocation of excess of purchase price over
net assets acquired:
Net property and equipment $ 1,788,598
Goodwill 1,297,087
$ 3,085,658
2) To record the fair value of assets acquired and record depreciation
expense on property and equipment based on a five-year estimated
useful life.
<PAGE>
UNIQUE MOBILITY, INC. AND SUBSIDIARIES
Notes to Unaudited Pro Forma Consolidated Financial Statements, Continued
December 31, 1997
3) To adjust Aerocom's fixed assets to fair value by eliminating
accumulated depreciation.
4) To record the excess of acquisition cost over the fair value of net
assets acquired and record amortization based on a 20-year
estimated useful life.
5) To adjust deferred tax liability in the recording of the purchase
entries which will be offset by fully reserved deferred tax assets
of Unique relating to carryforward net operating losses.
6) To eliminate gain on fixed assets that would not result when assets
are recorded to fair value on acquisition.
7) To eliminate tax expense that would be offset by available net
operating losses of Unique Mobility, Inc. which have not been
recognized.
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 hereunto duly authorized.
Unique Mobility, Inc.
Registrant
Date: March 16, 1998 By: /s/ Donald A. French
Donald A. French
Treasurer and Controller
(Principal Financial and
Accounting Officer)
EXHIBIT 23
CONSENT OF INDEPENDENT AUDITORS
THE BOARD OF DIRECTORS AND STOCKHOLDERS
AEROCOM INDUSTRIES, INC.
We consent to incorporation by reference in the registration statements on Form
S-8 (Nos. 33-23113, 33-24071, 33-34612, 33-35055, 33-34613, 33-41325, 33-64852,
33-47454, 33-81430, and 33-92288)and Form S-3 (Nos. 33-61166, 33-63399,
333-01919, 333-13883, 333-44597 and 333-23843) of Unique Mobility, Inc. of our
report dated January 23, 1998, relating to the balance sheets of Aerocom
Industries, Inc. as of December 31, 1997 and 1996, and the related statements
of operations, stockholders' equity, and cash flows for each of the years in
the two-year period ended December 31, 1997, which report in the Current
Report on Form 8-K of Unique Mobility, Inc.
KPMG PEAT MARWICK LLP
Denver, Colorado
March 10, 1998
