UNIQUE MOBILITY INC
10-Q, 2000-08-14
MOTORS & GENERATORS
Previous: AMERICAN COUNTRY HOLDINGS INC, 10-Q, EX-99, 2000-08-14
Next: UNIQUE MOBILITY INC, 10-Q, EX-27, 2000-08-14






                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

              [ ] Transition Report pursuant to Section 13 or 15(d)
                     of the Securities Exchange Act of 1934

                  For the quarterly period ended June 30, 2000

                         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 (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 August 10, 2000,  was
17,254,051.
<PAGE>
                         PART I - FINANCIAL INFORMATION

                     UNIQUE MOBILITY, INC. AND SUBSIDIARIES
                           Consolidated Balance Sheets

<TABLE>

                                                   June 30,           March 31,
Assets                                               2000               2000
                                                  (unaudited)
<CAPTION>
<S>                                                <C>                <C>
Current assets:
   Cash and cash equivalents                    $  2,624,592          2,085,115
   Accounts receivable, net (notes 6 and 8)        3,956,811          2,821,894
   Costs and estimated earnings in excess
     of billings on uncompleted contracts
     (note 3)                                        379,316            329,111
   Inventories (notes 4 and 6)                     4,468,344          3,120,279
   Prepaid expenses                                  145,427            192,492
   Other                                               1,257            400,068

           Total current assets                   11,575,747          8,948,959

Property and equipment, at cost:
   Land                                              517,080            517,080
   Building                                        2,678,525          2,678,525
   Molds                                             102,113            102,113
   Transportation equipment                          146,386            146,386
   Machinery and equipment                        11,529,101         10,462,893
                                                  14,973,205         13,906,997
   Less accumulated depreciation                  (5,817,252)        (5,365,304)

           Net property and equipment              9,155,953          8,541,693

Patent and trademark costs, net of
  accumulated amortization of $136,581
  and $125,078                                       744,276            731,282

Goodwill, net of accumulated amortization
  of $739,862 and $656,696                         5,912,297          5,995,463

Other assets                                         122,804             40,446

                                                $ 27,511,077         24,257,843
</TABLE>
<PAGE>

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


<TABLE>
                                                     June 30,          March 31,
Liabilities and Stockholders' Equity                  2000               2000
                                                   (unaudited)
<CAPTION>
<S>                                                  <C>              <C>
Current liabilities:
   Accounts payable                               $  3,601,981        1,379,316
   Other current liabilities (note 5)                1,226,631          845,462
   Current portion of long-term debt                   984,191          972,123
   Revolving line-of-credit (note 6)                   978,000             -
   Billings in excess of costs and
     estimated earnings on uncompleted
     contracts (note 3)                                 41,089           79,499

           Total current liabilities                 6,831,892        3,276,400

Long-term debt, less current portion                 3,172,105        3,422,459

           Total liabilities                        10,003,997        6,698,859

Minority interest in consolidated subsidiary           415,816          413,066

Stockholders' equity (note 7):
   Common stock, $.01 par value, 50,000,000
     shares authorized; 17,235,345 and
     17,194,192 shares issued                          172,353          171,942
   Additional paid-in capital                       49,660,690       49,382,877
   Accumulated deficit                             (32,357,479)     (32,024,601)
   Accumulated other comprehensive loss (note 12)     (384,300)        (384,300)

           Total stockholders' equity               17,091,264       17,145,918

Commitments (note 11)




                                                  $ 27,511,077       24,257,843
</TABLE>



See accompanying notes to consolidated financial statements.
<PAGE>



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



<TABLE>
                                                     Quarter Ended June 30,
                                                     2000                1999
<CAPTION>
<S>                                                 <C>                 <C>

Revenue (note 8):
   Contract services                           $    545,018             433,439
   Product sales                                  5,920,472           5,330,972
                                                  6,465,490           5,764,411

Operating costs and expenses:
   Costs of contract services                       485,862             443,427
   Costs of product sales                         5,198,498           4,426,421
   Research and development                          37,909              26,179
   General and administrative                       900,733             874,001
   Amortization of goodwill                          83,166              82,879
                                                  6,706,168           5,852,907

           Operating loss                          (240,678)            (88,496)

Other income (expense):
   Interest income                                   26,713              16,396
   Interest expense                                 (96,414)           (117,152)
   Equity in loss of joint ventures                    -               (140,568)
   Minority interest share of earnings
     of consolidated subsidiary                     (19,585)            (18,262)
   Other                                             (2,914)              2,331
                                                    (92,200)           (257,255)

           Net loss                            $   (332,878)           (345,751)

           Net loss per common share -
             basic and diluted                     $  (.02)             (.02)

Weighted average number of shares
  of common stock outstanding (note 9)            17,215,239         16,395,791
</TABLE>


See accompanying notes to consolidated financial statements.
<PAGE>



                     UNIQUE MOBILITY, INC. AND SUBSIDIARIES
                      Consolidated Statements of Cash Flows
                                   (unaudited)
<TABLE>
<CAPTION>
                                                         Quarter Ended June 30,
                                                           2000           1999

<S>                                                         <C>         <C>

Cash flows provided (used) by operating activities:
     Net loss                                           $  (332,878)   (345,751)
     Adjustments to reconcile net loss to net
        cash provided (used) by operating activities:
            Depreciation and amortization                   554,474     526,459
            Minority interest share of earnings of
              consolidated subsidiary                        19,585      18,262
            Noncash compensation expense for common stock
              issued for services                            31,874        -
            Equity in loss of joint ventures                   -        140,568
            Loss on sale of property and equipment            2,917        -
            Change in operating assets and liabilities:
                 Accounts receivable and costs and estimated
                   earnings in excess of billings on
                   uncompleted contracts                 (1,192,480)   (783,477)
                 Inventories                             (1,348,065)    387,056
                 Prepaid expenses and other current
                   assets                                    45,876     (81,339)
                 Accounts payable and other current
                   liabilities                            2,603,834    (667,037)
                 Billings in excess of costs and estimated
                   earnings on uncompleted contracts        (38,410)     16,992

                        Net cash provided (used) by
                          operating activities              346,727    (788,267)

Cash used by investing activities:
     Acquisition of property and equipment               (1,083,982)    (84,009)
     Increase in patent and trademark costs                 (24,497)    (22,641)
     Proceeds from sale of property and equipment             7,000        -
     Proceeds from sale of Germany joint venture            400,000        -
     Investment in other long-term assets                   (75,000)   (503,249)

                        Net cash used by investing
                          activities                    $  (776,479)   (609,899)
</TABLE>




                                                                     (Continued)
<PAGE>


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

<TABLE>
<CAPTION>
                                                         Quarter Ended June 30,
                                                           2000          1999

<S>                                                       <C>            <C>

Cash provided by financing activities:
   Proceeds from borrowings                           $      -           57,166
   Repayment of debt                                     (238,286)     (273,020)
   Net borrowings on revolving line-of-credit             978,000       585,000
   Proceeds from sale of common stock, net                   -          496,271
   Issuance of common stock upon exercise of
     employee options net of note repayments              133,289       158,216
   Issuance of common stock under employee stock
     purchase plan                                         17,061         4,412
   Issuance of common stock upon exercise of warrants      96,000        55,250
   Distributions paid to holders of minority interest     (16,835)      (16,835)

                      Net cash provided by financing
                        activities                        969,229     1,066,460

Increase (decrease) in cash and cash equivalents          539,477      (331,706)

Cash and cash equivalents at beginning of quarter       2,085,115     1,537,453

Cash and cash equivalents at end of quarter           $ 2,624,592     1,205,747

Interest paid in cash during the period               $    98,151       127,064
</TABLE>


Non-cash investing and financing transactions:

Cumulative  translation adjustment of $40,936 was recorded for the quarter ended
June 30, 1999. No cumulative translation adjustment was recorded for the quarter
ended June 30, 2000.

During the quarter  ended June 30,  1999,  the Company  acquired a 33.6  percent
ownership interest in a German company. Pursuant to this transaction the Company
issued 208,333  shares of common stock with an aggregate  value of $1,149,894 in
exchange for its ownership interest.


See accompanying notes to consolidated financial statements.
<PAGE>



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



(1)  The accompanying consolidated financial statements are unaudited;  however,
     in the opinion of management, all adjustments which were solely of a normal
     recurring  nature,  necessary to a fair presentation 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.  The
     Notes contained  herein should be read in conjunction with the Notes to the
     Company's Consolidated Financial Statements filed on Form 10-K for the year
     ended March 31, 2000.

(2)  Certain financial  statement amounts have been reclassified for comparative
     purposes.

(3)  The estimated  period to complete  contracts in process  ranged from one to
     twenty-four  months at June 30, 2000,  and from one to seventeen  months at
     March 31, 2000. The Company  expects to collect  substantially  all related
     accounts  receivable and costs and estimated earnings in excess of billings
     on uncompleted  contracts within twenty-five  months.  Contracts in process
     consist of the following:

<TABLE>
                                                June 30, 2000    March 31, 2000
                                                 (unaudited)
<CAPTION>
<S>                                                   <C>            <C>

         Costs incurred on uncompleted
         contracts                               $   981,805         645,425
         Estimated earnings                          238,070         180,293
                                                   1,219,875         825,718
       Less billings to date                        (881,648)       (576,106)

                                                 $   338,227         249,612
         Included in the accompanying balance
         sheets as follows:
           Costs and estimated earnings
             in excess of billings on
             uncompleted contracts               $   379,316         329,111
           Billings in excess of costs and
             estimated earnings on
             uncompleted contracts                   (41,089)        (79,499)

                                                 $   338,227         249,612
</TABLE>

(4)  Inventories consist of:

<TABLE>
                                                 June 30, 2000   March 31, 2000
                                                   (unaudited)
<CAPTION>
<S>                                                  <C>              <C>


          Raw materials                            $ 3,744,399        2,446,779
          Work in process                              661,751          627,131
          Finished products                             62,194           46,369

                                                   $ 4,468,344        3,120,279
</TABLE>

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



(5)  Other current liabilities consist of:

<TABLE>

                                                  June 30, 2000 March 31, 1999
                                                    (unaudited)   (unaudited)
<CAPTION>
<S>                                                     <C>          <C>

       Accrued interest                            $    19,622       21,360
       Accrued legal and accounting fees                28,663       71,275
       Accrued payroll, consulting, personal
         property taxes and real estate taxes          497,019      339,263
       Accrued material purchases                      507,000      327,828
       Other                                           174,327       85,736

                                                   $ 1,226,631      845,462
</TABLE>

(6)  Lines of credit

     The Company has lines of credit of $.75 million and $2.5  million.  At June
     30, 2000,  the Company  borrowed  $978,000  against  these  lines,  leaving
     available  borrowing  capacity  of  approximately  $.75  million  and  $1.5
     million,  respectively.  The $.75 million line of credit expires in October
     2000. The $2.5 million line of credit is due on demand, but if no demand is
     made, it is due August 15, 2000. Interest on the lines of credit is payable
     monthly  at prime plus .75%  (10.25% at June 30,  2000) and prime less .50%
     (9.00% at June 30, 2000),  respectively.  Both lines have various covenants
     which limit the Company's ability to dispose of assets,  merge with another
     entity,  and pledge trade  receivables and  inventories as collateral.  The
     Company is also required to maintain certain financial ratios as defined in
     the  agreements.  Outstanding  borrowings  under  both  lines of credit are
     secured by accounts receivable,  inventory and general intangibles, and are
     limited  to  certain   percentages  of  eligible  accounts  receivable  and
     inventory.

(7)  Common Stock Options and Warrants

     Incentive and Non-Qualified Option Plans

     The  Company  has  reserved  6,104,000  shares  of  common  stock  for  key
     employees,   consultants   and  key  suppliers   under  its  Incentive  and
     Non-Qualified  Option Plans of 1992 and 1982.  Under these option plans the
     exercise price of each option is set at the fair market value of the common
     stock on the date of grant and the maximum  term of the options is 10 years
     from the date of grant.  Options  granted to employees  vest ratably over a
     three-year period. The maximum number of options that may be granted to any
     eligible  employee  during the term of the 1982 and 1992 plans is 1,000,000
     options. Options granted under the Company's plans to employees require the
     option holder to abide by certain  Company  policies  which  restrict their
     ability to sell the underlying common stock.

     The following  table  summarizes  activity  under the plans for the quarter
     ended June 30, 2000:

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



<TABLE>
                                                 Shares Under  Weighted-Average
                                                    Option      Exercise Price
<CAPTION>
<S>                                                 <C>               <C>

         Outstanding at March 31, 2000              3,231,394       $ 6.01
         Granted                                       20,000         7.63
         Exercised                                    (22,135)        6.02

         Outstanding at June 30, 2000               3,229,259       $ 6.02

         Exercisable at June 30, 2000               2,201,247       $ 5.56
</TABLE>

     The following  table presents  summarized  information  about stock options
     outstanding at June 30, 2000:

<TABLE>
                        Options Outstanding              Options Exercisable
                               Weighted       Weighted                 Weighted
                  Number        Average        Average     Number       Average
   Range of    Outstanding     Remaining      Exercise  Exercisable    Exercise
Exercise Prices at 6/30/00 Contractual Life     Price    at 6/30/00      Price
<CAPTION>
<S>                 <C>        <C>              <C>          <C>         <C>

$0.50 - 1.00        18,959     0.7 years        $0.75        18,959      $0.75
$2.25 - 3.31       470,360     5.3 years        $3.03       470,360      $3.03
$3.50 - 5.00     1,014,156     6.2 years        $4.26       651,113      $4.09
$5.38 - 8.13     1,725,784     6.7 years        $7.94     1,060,815      $7.62
$0.50 - 8.13     3,229,259     6.3 years        $6.02     2,201,247      $5.56
</TABLE>

     Non-Employee Director Stock Option Plan

     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 stock options in lieu of cash  compensation  for their  services as
     directors.  The Company has  reserved  500,000  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 10 years  from the date of  grant.  Option
     prices are equal to the fair market  value of common  shares at the date of
     grant.

     The following  table  presents  summarized  activity under the plan for the
     quarter ended June 30, 2000:
<TABLE>

                                           Shares Under         Weighted Average
                                              Option             Exercise Price
<CAPTION>
<S>                                           <C>                    <C>

         Outstanding at March 31, 2000        41,275                 $ 5.68
         Granted                                 977                   7.63

         Outstanding at June 30, 2000         42,252                 $ 5.73

         Exercisable at June 30, 2000         16,000                 $ 6.44
</TABLE>


<PAGE>

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



     The following  table presents  summarized  information  about stock options
     outstanding for non-employee directors:

<TABLE>
                           Options Outstanding              Options Exercisable
                                              Weighted     Weighted     Weighted
                   Number       Average       Average      Number       Average
    Range of    Outstanding    Remaining      Exercise   Exercisable    Exercise
Exercise Prices at 6/30/00  Contractual Life    Price     at 6/30/00     Price
<CAPTION>
<S>               <C>           <C>             <C>          <C>        <C>

  $4.38 - 5.13    25,275        8.6 years       $4.76        5,333      $5.06
  $7.13 - 7.63    16,977        7.3 years       $7.16       10,667      $7.13
  $4.38 - 7.63    42,252        8.1 years       $5.73       16,000      $6.44
</TABLE>

     Statement  of  Financial  Accounting  Standards  No.  123,  Accounting  for
     Stock-Based  Compensation  ("SFAS  123")  defines  a fair  value  method of
     accounting for employee stock options and similar equity instruments.  SFAS
     123  permits  an  entity to choose to  recognize  compensation  expense  by
     adopting  the fair  value  method of  accounting  or  continue  to  measure
     compensation  costs using the intrinsic value methods prescribed by APB 25.
     The Company  accounts for stock options  granted to employees and directors
     of the Company under the intrinsic  value method.  Stock options granted to
     non-employees  under the Company's 1992 Stock Option Plan are accounted for
     under the fair value method. Had the Company reported compensation costs as
     determined  by the fair value  method of  accounting  for option  grants to
     employees and directors,  net loss and net loss per common share would have
     been the pro forma amounts indicated in the following table:

<TABLE>
                                                      Quarter Ended June 30,
                                                     2000                1999
<CAPTION>
<S>                                                <C>                  <C>

          Net loss - as reported                  $(332,878)           (345,751)
          Compensation expense - current
            quarter option grants                    (8,950)               -
          Compensation expense - prior
            period option grants                   (326,054)           (418,552)

          Net loss - pro forma                    $(667,882)           (764,303)
          Net loss per common share -
            as reported                           $  (.02)               (.02)
          Net loss per common share -
            pro forma                             $  (.04)               (.05)

</TABLE>

     The fair value of stock  options  granted  was  calculated  using the Black
     Scholes  option  pricing  model  based on the  following  weighted  average
     assumptions:

<TABLE>
                                                       Quarter Ended June 30,
                                                     2000                1999
<CAPTION>
<S>                                                  <C>                  <C>

          Expected volatility                        45.7%                -
          Expected dividend yield                     0.0%                -
          Risk free interest rate                     6.6%                -
          Expected life of option granted          6 years                -
          Fair value of options granted
            as computed under the Black
            Scholes option pricing models         $5.12 per share         -
</TABLE>

<PAGE>

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



     Future pro forma  compensation cost by fiscal year,  assuming no additional
     grants by the Company to employees and directors, is as follows:
<TABLE>

                  Fiscal Year                                Pro Forma
                     Ended                                 Compensation
                   March 31,                                  Expense
<CAPTION>
<S>                  <C>                                     <C>

                     2001                                  $ 1,005,013
                     2002                                  $ 1,207,784
                     2003                                  $   576,613
</TABLE>

     Warrants

     The Company  completed a private  placement in fiscal 1998 of 750,000 units
     consisting  of one  common  share and one  warrant.  Of the  750,000  units
     privately  placed,  626,875  were  issued in March  1998 and the  remaining
     123,125 were issued in April 1998. Also in connection with the 1998 private
     placement,  the  placement  agents were issued  warrants in March 1998,  to
     acquire  176,588 shares of the Company's  common stock at an exercise price
     of  $8.00  per  share.  The  warrants  expire  two  years  from the date of
     issuance.  During  April,  2000  warrants to acquire  12,000  shares of the
     Company's common stock at $8.00 per share were exercised  resulting in cash
     proceeds to the Company of $96,000.  Warrants to purchase 299,375 shares of
     common  stock were  extended  for a period of  eighteen  months at the fair
     value of such extension and remain outstanding as of June 30, 2000.

     In connection with the 1996 private  placements,  the placement agents were
     issued  warrants to acquire 50,000 shares of the Company's  common stock at
     $4.75 per share in February,  1996,  38,100 shares of the Company's  common
     stock at $5.00 per share in May, 1996, and 50,000 shares at $4.25 per share
     in  September,  1996.  The  warrants  expire  three  years from the date of
     issuance.  During  May  1999,  warrants  to  acquire  13,000  shares of the
     Company's common stock at $4.25 per share were exercised  resulting in cash
     proceeds to the Company of $55,250.  None of the  foregoing  warrants  were
     outstanding as of June 30, 2000.

(8)  The Company has  historically  derived  significant  revenue from a few key
     customers.  One customer accounted for $1,247,769 and $1,141,489 in revenue
     for the quarter ended June 30, 2000 and 1999, respectively, representing 19
     percent and 20 percent of total revenue,  respectively.  This customer also
     represented  30% and 15% of total accounts  receivable at June 30, 2000 and
     1999, respectively.

     Contract  services revenue derived from contracts with agencies of the U.S.
     Government and from  sub-contracts  with U.S.  Government prime contractors
     totaled  $168,155 and $88,262 for the quarter ended June 30, 2000 and 1999,
     respectively.

(9)  Net loss per common share amounts are based on the weighted  average number
     of common shares  outstanding  during the quarters  ended June 30, 2000 and
     1999.  Outstanding  common stock  options and warrants were not included in
     the computation because the effect of such inclusion would be antidilutive.

<PAGE>

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



(10) Segments

     The Company has three reportable segments: technology,  mechanical products
     and electronic  products.  The technology segment encompasses the Company's
     technology-based   operations   including  core  research  to  advance  its
     technology,  application  engineering and product  development and job shop
     production  of  prototype  components.   The  mechanical  products  segment
     encompasses the manufacture and sale of permanent magnet motors,  precision
     gears,  gear  assemblies and related  mechanical  products.  The electronic
     products  segment  encompasses  the  manufacture  and sale of wire  harness
     assemblies, electronic circuit board assemblies and electronic products.

     During the quarter  ended June 30,  2000,  intersegment  sales or transfers
     were immaterial.

     The Company's  reportable  segments are strategic business units that offer
     different  products and services.  They are managed separately because each
     business requires different business strategies.

     The following table summarizes  significant financial statement information
     for each of the reportable segments for the quarter ended June 30, 2000:

<TABLE>
                                             Mechanical  Electronic
                                 Technology   Products    Products      Total
<CAPTION>
<S>                                 <C>      <C>          <C>         <C>

         Revenue                $   798,117  1,087,941    4,579,432   6,465,490
         Interest income             24,048      2,665         -         26,713
         Interest expense           (14,100)   (43,874)     (38,440)    (96,414)
         Depreciation and
           amortization             (95,017)  (235,789)    (140,502)   (471,308)
         Goodwill amortization         -       (15,579)     (67,587)    (83,166)
         Segment earnings (loss)   (101,590)  (335,095)     103,807    (332,878)
         Segment assets           7,519,832  6,408,733   13,582,512  27,511,077
         Expenditures for
           segment assets       $  (182,762)    (6,060)    (994,657) (1,183,479)

</TABLE>

     The following table summarizes  significant financial statement information
     for each of the reportable segments for the quarter ended June 30, 1999:

<TABLE>
                                            Mechanical   Electronic
                                Technology   Products     Products      Total
<CAPTION>
<S>                                <C>      <C>           <C>         <C>

         Revenue               $   540,608  1,411,500     3,812,303   5,764,411
         Interest income            15,549        847          -         16,396
         Interest expense          (10,978)   (50,069       (56,105)   (117,152)
         Depreciation and
           amortization            (90,572)  (230,875)     (122,133)   (443,580)
         Goodwill amortization        -       (15,579)      (67,300)    (82,879)
         Equity in loss of
           joint ventures         (140,568)      -             -       (140,568)
         Segment earnings (loss)  (417,374)  (124,082)      195,705    (345,751)
         Segment assets          9,026,677  7,281,793    12,177,864  28,486,334
         Expenditures for
           segment assets      $  (557,766)    (7,297)      (44,836)   (609,899)
</TABLE>
<PAGE>

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



(11) Commitments and Contingencies

     Employment Agreements

     The  Company  has  entered  into  employment  agreement  with  three of its
     officers,  one of which  resigned  on July 8, 2000.  The  aggregate  future
     compensation under the two remaining employment agreements is $995,807.

     Lease Commitments

     The Company has entered into  operating  lease  agreements for office space
     and  equipment  which expire at various  times through 2007. As of June 30,
     2000, the future minimum lease payments under operating leases with initial
     noncancelable  terms in excess of one year for the  remainder of the fiscal
     year and each fiscal year thereafter are as follows:

                      2001           $   225,888
                      2002               272,597
                      2003               251,444
                      2004               253,961
                      2005               252,140
                      Thereafter         504,280

                                     $ 1,760,310

     Rental expense under these leases totaled approximately $75,749 and $71,793
     for the quarter ended June 30, 2000 and 1999, respectively.

(12) Comprehensive Loss

     The following  table  summarizes the Company's  comprehensive  loss for the
     quarter ended June 30, 2000 and 1999:
<TABLE>

                                                     Quarter Ended June 30,
                                                     2000            1999
<CAPTION>
<S>                                                  <C>           <C>

         Net loss                                  $(332,878)     (345,751)
         Other comprehensive income -
           translation adjustment                       -           40,936

         Comprehensive loss                        $(332,878)     (304,815)
</TABLE>

     Changes in accumulated  comprehensive  loss, which relates to the Company's
     investments  in Taiwan UQM,  during the quarter  ended June 30,2000 were as
     follows:

         Accumulated comprehensive
           loss at beginning of quarter     $ 384,300
         Other comprehensive income -
           translation adjustment                -

         Accumulated comprehensive loss
           at end of quarter                $ 384,300


<PAGE>
ITEM 2. MANAGEMENT'S  DISCUSSION AND ANALYSIS OF
        FINANCIAL CONDITION AND RESULTS OF OPERATIONS

This  Report  contains   forward-looking   statements  that  involve  risks  and
uncertainties.  These statements may differ materially from actual future events
or results.  Readers are referred to the Risk Factor section of the Registration
Statement  on Form S-3 (File No.  333-78525)  filed by the Company with the SEC,
which  identified  important  risk factors  that could cause  actual  results to
differ from those  contained in the  forward-looking  statements,  including the
Company's ability to be profitable,  its ability to obtain additional financing,
the Company's reliance on major customers and suppliers and the possibility that
product  liability  insurance  may  become  unavailable.  These  forward-looking
statements  represent the Company's  judgment as of the date of this report. The
Company   disclaims,   however,   any  intent  or  obligation  to  update  these
forward-looking statements.

Financial Condition

Cash and cash  equivalents at June 30, 2000 was  $2,624,592 and working  capital
(the excess of current assets over current  liabilities) was $4,743,855 compared
with $2,085,115 and $5,672,559,  respectively, at March 31, 2000. Current assets
rose to  $11,575,747  at June  30,  2000  from  $8,948,959  at  March  31,  2000
principally  due to increasing  levels of  inventories  and accounts  receivable
associated with the launch of new production orders in the Company's  electronic
products segment and higher revenue levels for the quarter generally. The growth
in  current  assets  during  the  quarter  was funded  principally  through  the
expansion of trade accounts payable and other current liabilities and borrowings
on the Company's revolving line-of-credit.

Accounts  receivable  rose  $1,134,917  to  $3,956,811  at June  30,  2000  from
$2,821,894 at March 31, 2000. The increase is primarily  attributable  to record
revenue levels during the quarter and an increase in the number of days accounts
receivable are outstanding  ratio at June 30, 2000 arising from slow payments by
a major customer.

Costs and  estimated  earnings on  uncompleted  contracts  increased  $50,205 to
$379,316 at June 30, 2000 from the fiscal 2000 year end level of  $329,111.  The
increase was due to the  performance of work on engineering  contracts at a rate
greater  than  the  associated  billing  arrangements.   Estimated  earnings  on
contracts  in process  rose to $238,070  at June 30,  2000 on costs  incurred on
contracts in process of $1,219,875  compared to estimated  earnings on contracts
in process of $180,293 on costs  incurred on contracts in process of $825,718 at
March 31, 2000. The increase is attributable to an expanded amount of work.

Raw  materials,  work in  process  and  finished  products  inventories  rose by
$1,297,620,  $34,620 and  $15,825,  respectively,  to  $3,744,399,  $661,751 and
$62,194,  respectively,  at June 30, 2000.  Raw  materials,  work in process and
finished  products  inventories  rose primarily as a result of the launch of new
production orders and higher revenue levels in the Company's electronic products
segment

Prepaid  expenses  declined to $145,427 at June 30, 2000 from  $192,492 at March
31, 2000 reflecting the periodic expensing of prepaid insurance premium costs on
the Company's commercial insurance coverage.

Other current assets declined $398,811 to $1,257 at June 30, 2000 reflecting the
collection of amounts due from the disposition of the Company's remaining equity
interest in its Germany joint venture.

The Company  invested  $1,083,982 for the  acquisition of property and equipment
during the first  quarter  compared to $84,009 for the  comparable  quarter last
year.  The  increase  in  capital  expenditures  is  primarily  attributable  to
expenditures  during  the  first  quarter  for  manufacturing  equipment  at the
Company's electronic products segment.
<PAGE>

Patent and trademark  costs rose $12,994 to $744,276 at June 30, 2000 reflecting
expenditures for the filing and prosecution of trademarks and patents during the
quarter, net of amortization on existing patents and trademarks.

Goodwill,  net of accumulated  amortization,  declined  $83,166 to $5,912,297 at
June 30,  2000 due to the  amortization  of this asset  over its 20 year  useful
life.

Other assets  increased  $82,358 to $122,804 at quarter end due primarily due to
the Company's purchase of a minority equity interest in Aeromax  Corporation and
amounts receivable but retained against  performance on a long-term  development
program.

Accounts  payable rose $2,222,665 to $3,601,981 at June 30, 2000 from $1,379,316
at March 31, 2000.  The increase is primarily  attributable  to higher levels of
inventory   purchases  from  suppliers  to  support  higher  levels  of  product
shipments.

Other  current  liabilities  rose $381,169 to $1,226,631 at the end of the first
quarter from $845,462 at March 31, 2000. The increase is primarily  attributable
to generally higher levels of accrued compensation, property taxes, professional
fees and material purchases.

Revolving line-of-credit rose from $0 to $978,000 at June 30, 2000. The increase
is  attributable  to greater  working  capital  requirements  during the quarter
arising from higher revenue levels.

Long-term  debt  decreased  $250,354 to $3,172,105  at June 30, 2000  reflecting
principal repayments on the Company's term bank debt during the quarter.

Common  stock  and  additional   paid-in  capital   increased  to  $172,353  and
$49,660,690 at June 30, 2000, respectively, compared to $171,942 and $49,382,877
at March 31, 2000. The increases were due to proceeds received upon the exercise
of stock  options by  employees  of $133,289;  and  proceeds  received  upon the
exercise of warrants of $96,000.

Results of Operations

Operations  for the  quarter  ended  June 30,  2000,  resulted  in a net loss of
$332,878 or $.02 per share compared to a net loss of $345,751 or $0.02 per share
for  the  quarter  ended  June  30,  1999.  Earnings  before  interest,   taxes,
depreciation  and  amortization  ("EBITDA")  for the first  quarter  improved by
$20,150 to $318,010  or $0.02 per share  compared to $297,860 or $0.02 per share
for the first quarter last year. The  improvement in net loss and EBITDA for the
quarter is  generally  attributable  to improved  financial  performance  in the
Company's technology segment.

Total  revenue  for the first  quarter  rose  $701,079 or 12 percent to a record
$6,465,490 compared to $5,764,411 for the comparable quarter last year. Contract
services  revenue rose  $111,579 or 26 percent to $545,018  compared to $433,439
for the first quarter last year.  The increase in contract  services  revenue is
attributable to improved demand for development projects.  Product sales overall
rose $589,500 or 11 percent to $5,920,472 for the quarter compared to $5,330,972
for the  comparable  quarter last year,  despite  weakness in the Company's gear
manufacturing  operations  which resulted in a $323,559 or 23 percent decline in
mechanical  products  segment  revenue  for the  quarter  versus the  comparable
quarter  last year.  Electronic  product  segment  revenue  rose  $767,129 or 20
percent to  $4,579,432  from  $3,812,303  for the first  quarter last year.  The
growth in revenue at the electronic  products  segment was  attributable  to the
launch of new customer orders during the quarter.

Gross profit margins for the first quarter decreased to 12.1 percent compared to
15.5  percent for the  comparable  quarter  last year.  Gross  profit  margin on
contract  services  improved to 10.9 percent for the quarter ended June 30, 2000
compared  to  negative  2.3  percent  for  the  first  quarter  last  year.  The
improvement in gross profit margin on contract services during the first quarter
is  attributable  to  cost  overruns  on  various  development   programs  which

<PAGE>

negatively impacted margins in the prior years comparable quarter.  Gross profit
margins on product  sales  during the first  quarter  declined  to 12.2  percent
compared to gross profit margins of 17.0 percent for the comparable quarter last
year.  The  decrease in margins on product  sales is primarily  attributable  to
lower production volume at the Company's gear manufacturing operations and lower
margins in the electronic  product segment associated with start-up costs on new
production orders.

Research and development  expenditures  during the first quarter rose to $37,909
compared  to $26,179  for the  quarter  ended June 30,  1999.  The  increase  is
attributable to higher levels of internally-funded product development.

General and  administrative  expense for the quarter ended June 30, 2000 rose to
$900,733 compared to $874,001 for the comparable quarter last year. The increase
is  attributable  to  additional  business  development  costs and higher  legal
expense associated with the sale of the Company's equity interest in its Germany
joint venture.

Interest  income rose to $26,713 for the quarter ended June 30, 2000 compared to
$16,396 for the quarter  ended June 30, 1999.  The increase is  attributable  to
higher levels of invested cash.

Interest  expense was $96,414 for the first quarter,  a decrease of $20,738 over
the  comparable  amount  for the  first  quarter  last  year.  The  decrease  is
attributable   to  lower  levels  of  borrowing  on  the   Company's   revolving
line-of-credit and decreased levels of long-term debt.

Equity in loss of joint  ventures  was $0 for the  quarter  ended June 30,  2000
compared to $140,568 for the quarter ended June 30, 1999.  The company  impaired
the carrying value of these  investments in the second quarter last year and has
not recorded its pro rata share of the earnings or loss of these  entities since
that time.


Liquidity and Capital Resources

The  Company's  cash balances and  liquidity  throughout  the first quarter were
adequate to meet operating needs. Net cash provided by operating  activities was
$346,727  for the quarter  ended June 30, 2000 versus net cash used by operating
activities of $788,267 for the comparable prior year quarter.  Cash requirements
throughout the quarter were funded from existing cash  balances,  cash generated
from operations,  cash proceeds from the exercise of warrants and employee stock
options and from borrowings on the Company's revolving lines-of-credit.  At June
30, 2000, the Company had approximately $2.25 million of borrowing  availability
on its lines-of-credit with commercial banks.

During the first quarter the Company  experienced a significant  increase in its
working capital requirements as the result of higher levels of inventories which
rose $1,348,065 during the quarter and accounts receivable which rose $1,192,480
during the  quarter.  The increase in  inventories,  principally  raw  materials
inventory,  was driven by the launch of new  customer  production  orders in the
Company's  electronic products segment and higher revenue levels generally.  The
increase in accounts  receivables  is primarily  attributable  to record revenue
levels  during  the  quarter  and an  increase  in the  number of days  accounts
receivable are outstanding  ratio at June 30, 2000 arising from slow payments by
a major  customer.  The Company funded its working capital  requirements  from a
combination  of cash balances on hand,  increases in accounts  payable and other
current liabilities and borrowings on its revolving lines-of-credit. The Company
believes  that  existing  cash  balances  and  available  bank   facilities  are
sufficient  to fund its expected  continued  rapid growth in revenue and working
capital over the near term.

During the first  quarter the Company  invested  $1,083,982  for the purchase of
additional manufacturing equipment at electronic products segment to support its
current and  anticipated  future  growth in revenue.  Over the  remainder of the
fiscal  year the  Company  expects  to  invest a similar  amount  on  additional

<PAGE>

equipment to improve its manufacturing capability and capacity, which it expects
to fund from a combination of existing cash and borrowings of long-term debt.

For the longer-term, the Company expects to continue its strategy of growing its
business  through  expanding  its product  line of permanent  magnet  motors and
controllers, securing production orders from new and existing customers for gear
and component  assemblies,  design and  introduce new products for  manufacture,
seek strategic alliances to accelerate the  commercialization  of its technology
and pursue  synergistic  and  accretive  acquisitions.  The  Company  expects to
finance  its  future  growth  from  existing  cash  resources,  cash  flow  from
operations  and  through  the  issuance  of  equity  or  debt  securities  or  a
combination thereof.  There can, however, be no assurance that such financing or
capital  will be  available on terms  acceptable  to the  Company.  In the event
financing  or  capital  for  future  growth as  envisioned  under the  Company's
strategy is not  available,  the Company  will modify its  strategy to align its
operations with its then available financial resources.


PART II - OTHER INFORMATION

Item 3.  Quantitative and Qualitative Disclosure About Market Risks

Market risk is the potential  loss arising from adverse  changes in market rates
and prices,  such as foreign  currency  exchange and interest rates. The Company
does not use financial  instruments to any degree to manage these risks and does
not hold or issue financial instruments for trading purposes.  Subsequently, all
of the Company's  product  sales,  and related  receivables  are payable in U.S.
dollars.  The Company is subject to interest rate risk on its debt  obligations.
Long-term debt obligations have fixed interest rates and the Company's revolving
lines-of-credit  have  variable  rates of  interest  indexed to the prime  rate.
Interest rates on these instruments  approximate current market rates as of June
30, 2000.


Item 6.  Exhibits and Reports on Form 8-K

        (a) Exhibits

            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: August 10, 2000   By:/s/ Donald A. French
                              Donald A. French
                              Treasurer
                              (Principal Financial and
                              Accounting Officer)







© 2022 IncJournal is not affiliated with or endorsed by the U.S. Securities and Exchange Commission