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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
[X] ANNUAL 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 Year Ended March 31, 2001
Commission file number 1-10869
UQM TECHNOLOGIES, INC. (Formerly Unique Mobility, Inc.)
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(Exact name of registrant as specified in its charter)
Colorado 84-0579156
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
425 Corporate Circle, Golden, Colorado 80401
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (303) 278-2002
Securities registered pursuant to Section 12(b) of the Act:
Common stock, $.01 par value
Name of each exchange on which registered:
American Stock Exchange
Pacific Stock Exchange
Chicago Stock Exchange
Frankfurt Stock Exchange
Berlin Stock Exchange
Securities registered pursuant to Section 12(g) of the Act:
Common stock, $.01 par value
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 _
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained,
to the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. Yes X No _
The aggregate market value of the voting stock held by nonaffiliates of the
registrant (17,077,166 shares) computed by reference to the closing price
of such stock on the American Stock Exchange, as of June 13, 2001:
$112,709,296
The number of shares outstanding (including shares held by affiliates) of
each of the registrant's classes of common stock, as of June 13, 2001:
17,451,518 shares of the
registrant's common stock,
$.01 par value.
DOCUMENTS INCORPORATED BY REFERENCE
In Part III certain information is incorporated by reference from the
Company's definitive Proxy Statement for the August 22, 2001 Annual Meeting
of Shareholders.
ITEM 1. BUSINESS
This Report may contain 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 Factors section of the Registration
Statement on Form S-3 (File No. 333-78525) filed by the Company with the SEC,
which identifies important risk factors that could cause actual results to
differ from those contained in the forward-looking statements, including the
Company's 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.
General
UQM Technologies, Inc., formerly Unique Mobility, Inc. ("UQM" or the "Company")
is recognized worldwide as a technology leader in the development and
manufacture of energy efficient, power dense, electric motors, generators and
power electronic inverters. The primary focus of the Company is incorporating
its advanced technology into products aimed at high growth and emerging markets
including power systems for clean electric, hybrid electric and fuel cell
electric on-road and off-road vehicles, under-the-hood power accessories
including 42 volt systems and environmentally friendly, distributed power
generators. The Company operates its business in three segments; 1) technology -
which encompasses the further advancement and application of the Company's
proprietary motors, generator, power electronics and software; 2) mechanical
products - which encompasses the manufacture of motors, gears and gear
assemblies; and 3) electronic products which encompasses the manufacture of
electronic printed circuit assemblies, wire harnesses and complete electronic
boxes. The Company's $0.01 par value common stock trades on the American,
Chicago, Pacific, Frankfurt and Berlin stock exchanges under the symbol "UQM".
The Company's revenue is derived from two principle sources; 1) funded contract
research and development services performed for strategic partners, customers
and the U.S. government directed toward either the advancement of the Company's
proprietary technology portfolio or the application of proprietary technology to
customer's products; and 2) the manufacture and sale of products engineered by
the Company and the contract manufacture of products designed by others.
The Company's objective is to leverage its technology base and name recognition
to develop and manufacture products for its customers that are superior in
performance at competitive prices. To this end, the Company has initially
focused its attention on four market areas that have significant growth
potential; 1) electric propulsion systems, generators and power electronic
inverters for electric, hybrid electric and fuel cell electric vehicles.
Virtually every automobile and truck manufacturer worldwide are developing such
vehicles. In the case of hybrid electric powerplants, additional customers
include Tier I and Tier II automotive suppliers who hope to provide complete
hybrid electric systems to their automotive customers; 2) electric propulsion
systems and electronic inverters for small vehicles, such as electric
wheelchairs, golf carts, small industrial vehicles, lawn and grounds care
equipment and the like; 3) under-the-hood power accessories, such as electric
air conditioning compressors and electric power steering which are expected to
replace existing belt-driven parasitic components now in use as part of the
automotive industry's adoption of a new 42 volt standard and fuel cell
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components such as air compressor drive motors and electronic inverters to
manage the operation of the fuel cell, its power generation and the conversion
of DC power output of the fuel cell to AC for home use; and 4) distributed power
generation products such as wind generators, engine generators and electronic
power inverters for both residential and commercial customers that need standby
or backup power, remote stand-alone power, as well as, grid-connected power.
Fundamental to this strategy is the continual advancement of the Company's
proprietary motor, generator, power electronic inverter and software technology
portfolio and the maintenance of a high quality and competitive manufacturing
capability for products developed by the Company. Substantially all of the
Company's research and development activities are funded by its customers, and
in most cases, the Company maintains all or substantially all of the
intellectual property rights in technology enhancements.
The Company has three principal operating units; 1) UQM Technologies, Inc.,
located in Golden, Colorado, which includes the Corporate Headquarters and
Engineering and Product Development Center; 2) wholly owned subsidiary UQM Power
Products, Inc., ("UQM Power") located in Frederick, Colorado, which manufactures
permanent magnet electric motors, generators, precision gears and gear
assemblies; and 3) wholly owned subsidiary UQM Electronics, Inc. ("UQM
Electronics"), located in St. Charles, Missouri which manufactures electronic
printed circuit board assemblies, cable harness assemblies and complete
electronic boxes.
The Company also holds minority ownership positions in Taiwan UQM Electric Co.,
Ltd. ("Taiwan UQM"), EV Global Motors Company ("EV Global"), and Windemere Eco
Development Limited ("WED") and Aeromax Corporation ("Aero"). The carrying value
of all of these investments on the Company's balance sheet has been reduced to
zero due to the development stage status of these companies in potentially
emerging markets. Taiwan UQM is a joint venture with Kwang Yang Motor Company,
Ltd. ("KYMCO") and Turn-Luckily Technology Co., Ltd. Taiwan UQM, located in
Taipei, Taiwan, is a licensee of the Company and manufacturer of starter motors
and alternators for gasoline scooters and electric propulsion systems for an all
electric scooter. The Company holds a 38.25 percent ownership interest in Taiwan
UQM. EV Global, based in Los Angeles, is a developer and distributor of electric
bicycles. WED is an environmentally sensitive development of Windemere Island in
the Bahamas. Aeromax Corporation is a developer and manufacturer of wind turbine
generators and associated products for residential use.
Technology Segment
The technology segment of the Company encompasses the operations of the
Engineering and Product Development Center and the administrative and management
functions performed by the Corporate Headquarters staff and senior executives.
The Company's Engineering and Product Development Center occupies a 25,000
square foot facility located in Golden, Colorado equipped with research and
development laboratories, prototype build and test facilities for electric
motors, generators, power electronic inverters, software, and vehicle
integration activities. The technology segment conducts sponsored and
internally-funded engineering activities directed toward the development of new
products and the engineering of motors, generators, and power electronic
inverters to meet the requirements of our customers' specific product
applications and is the source of engineering services for both the mechanical
and electronic product segments. During fiscal 2001, the technology segment
generated revenue of $3,378,396 consisting of $2,283,292 of contract services
revenue and $1,095,104 from the sale of low volume motor and control products.
Net losses from operations for the technology segment amounted to $604,623,
compared to net losses from operations of $5,285,807 last year. EBITDA for the
fiscal year ended March 31, 2001 was $(160,484) compared to $(4,871,428) last
year.
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Mechanical Products Segment
The mechanical products segment of the Company encompasses the operations of the
Company's wholly-owned subsidiary, UQM Power Products, Inc. UQM Power occupies a
25,000 square foot manufacturing plant located in Frederick, Colorado which
houses the Company's gear and motor manufacturing operations. Gear manufacturing
operations consist of the precision grinding of both commercial and aerospace
grade gears and the manufacture of complete gear assemblies. Motor manufacturing
operations consist of the high volume manufacture of the Company's proprietary
permanent magnet motors. During fiscal 2001, the mechanical products segment
generated revenue of $4,407,721 a 7.1 percent increase over the prior year's
revenue of $4,115,557. Net losses from operations for the segment amounted to
$1,195,219 compared to net losses from operations of $1,190,423 last year.
EBITDA for the fiscal year ended March 31, 2001 was $(700) compared to $(586)
last year.
Electronic Products Segment
The electronic products segment of the Company encompasses the operations of the
Company's wholly-owned subsidiary UQM Electronics, Inc. and includes the
manufacture of thru-hole and surface mount electronic printed circuit board
assemblies, wire harness assemblies, value-added component assemblies
incorporating either printed circuit board assemblies, wire harness assemblies
or both, and complete turn-key electronic product builds. In addition, UQM
Electronics is a wholesale distributor of over 20 lines of passive electronic
components. UQM Electronics conducts its operations from a 31,000 square foot
manufacturing plant located in St. Charles, Missouri. During fiscal 2001, the
electronic products segment generated revenue of $19,110,954, a 36.0 percent
increase over the prior year's revenue of $14,056,151. Net loss from operations
for the segment amounted to $1,340,280 compared to a net profit from operations
of $4,423 last year. EBITDA for the fiscal year ended March 31, 2001 was
$(164,655) compared to $1,003,998 last year.
Technology
The Company's technology base includes a number of proprietary technologies and
patents relating to brushless permanent magnet motors, generators and power
electronic inverters, together with software code to intelligently manage the
operation of the system. See also "Patents" below.
The typical architecture
(picture of motor omitted)
of a UQM(R) motor consists of a stator winding employing a high pole count
configuration, which allows for high copper utilization (minimizing energy loss
and cost) and a hollow rotor upon which powerful rare earth magnets are mounted
on the outer circumference. The stator is affixed to an aluminum housing
containing a mounting ring and bearing which allows the rotor to be suspended
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within the stator. Commutation of the machine is accomplished electronically by
sensing the position of the rotor in relation to the stator and intelligently
pulsing electrical energy into the stator such that the electric field generated
by the stator interacts with the magnetic field generated by the stator
producing rotational motion ("motor operation"). Conversely, the application of
rotational motion to the rotor by an external force results in the generation of
electrical power ("generator operation"). UQM(R) machines can be operated in
either a forward or reverse direction of rotation and either in motor or
generator mode and can dynamically change from one mode of operation to another
in millisecond response time. The hollow design of the rotor permits the
packaging of other components such as gears and electromechanical brakes in the
interior of the machine. These design features contribute to lower usage of
copper and iron and other materials generally (due to smaller package
dimensions), reducing manufacturing cost over those for conventional machines of
similar power. In addition, the utilization of (neodymium iron boron "NdFeB")
magnet material in a wide range of consumer devices, such as cell phones, disk
drives and medical devices, has dramatically improved the availability,
performance and price of this material, allowing the Company to price its
advanced motors and controls competitively with lesser performing conventional
motors which management believes will accelerate the rate of commercialization
of the Company's technology.
Attributes of the Company's permanent magnet motor technology include brushless
electronic commutation; a relatively large air-gap dimension; the use of
powerful rare earth NdFeB magnet material; good heat rejection; low iron
content; and low mechanical losses. As a result, UQM(R) motors have high
operating efficiencies (>90%), high power density (high power output to weight
ratio) and generally have smaller external dimensions and weight for a given
power output, improving packageability.
Attributes of the Company's microprocessor-based digital power electronic
inverters include high power operation (600 amps at 400 volts), four quadrant
control (forward/reverse and motoring/generation), reduced switching losses
(minimizing energy loss), intelligent control and controller area network
capability.
In addition, the Company has developed and patented a method of control embodied
in electronic component architecture and software code (Phase Advance Control)
which allows UQM(R) motors to deliver high output torque at low operating speeds
and low torque at high operating speeds from the same machine. Conventional
permanent magnet motor designs are limited to operating at either high torque
and low speeds or low torque at high speeds; but not both. In most vehicle
propulsion applications, high torque is required to launch the vehicle from a
standing stop transitioning to high power as the vehicle is accelerated to
highway speeds. In conventional internal combustion powered vehicles, the
transition from high torque to high power is typically accomplished through the
multiple gear changes performed by a mechanical transmission. UQM(R) motors,
incorporating phase advance technology, are ideally suited as propulsion drives
in electric, hybrid electric and fuel cell electric vehicles due to the ability
to power a vehicle from a standing stop to highway speeds without mechanical
gear changes, thereby eliminating the size, weight and cost of mechanical
transmissions.
The Company is currently developing the next generation of its motor technology
for vehicle propulsion applications which maximizes the advantages of the UQM(R)
motor architecture by packaging a single speed gear reduction and differential
inside the hollow rotor and integrating the power electronic inverter with the
machine. The resulting system is expected to achieve greater power density, be
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manufacturable at lower costs due to the commonality of component parts, and
have improved packageability over existing UQM(R) systems. Similarly, the
Company is simultaneously developing a line of modular motors, that are expected
to improve the continuous power output of the Company's existing motors and
generators by about 25 percent without increasing size or weight.
Substantially all of the Company's research and development activities are
funded by customers, with the Company typically retaining intellectual property
rights in the resulting technology developed. Customer funded development
activities are recorded as contract services revenue and the associated
development costs are shown as cost of contract services in the Company's
financial statements. For the year ended March 31, 2001, revenues from customer
funded research and development activities amounted to $2,283,292 an increase of
34.1 percent over the prior year level of $1,702,937. Internally-funded research
and development expenditures were $103,231 for the fiscal year versus $378,954
for the prior year.
In recent years, the Company has focused its research and development activities
on the development of commercial products and production engineering activities
to lower the cost of manufacture, as well as enhance the performance and
capability of its technology portfolio, as opposed to basic research in the
field. Management believes that the Company's future growth is dependent, in
part, on the continued advancement of its technology portfolio and its ability
to commercialize its technology in additional product applications and markets.
Accordingly, the Company expects to continue to pursue additional customer
funded programs to accomplish this objective.
Competition
All of the markets in which the Company operates are highly competitive. The
markets served by the technology segment are additionally characterized by rapid
changes due to technological advances that can render existing technologies and
products obsolete.
The technology segment has developed advanced electric propulsion systems and
components which it hopes to market to vehicle OEM's throughout the world for
use in electric, hybrid electric and fuel cell electric vehicles. At present,
the market for such systems is not significant, although various legislative
mandates and incentives are expected to accelerate the development of a market
for vehicles propelled by such systems. There are numerous companies developing
products that do or soon will compete with the Company's drive systems. Some of
these companies possess significantly greater financial, personnel and other
resources than the Company, including established supply arrangements and volume
manufacturing operations.
The Company believes its principal competitors include Hitachi, Matsushita,
Siemens, Delphi, EcoStar and Visteon.
The mechanical products segment competes primarily in the automotive, heavy
equipment, aerospace and medical products industries. Each of these industries
is extremely competitive. The Company will face substantial competition on a
continuing basis from numerous competitors, many of whom possess longer
operating histories, significantly greater financial resources, marketing,
distribution and manufacturing capability. The Company believes its principal
competitors include Advanced DC, Owosso Corporation, Emerson Electric, General
Electric, Rockwell International, Baldor, ABB, Fairfield Manufacturing,
Precision Gear and Fairlane Gear.
I-5
The electronic products segment competes primarily in the automotive,
telecommunications, medical, computer and industrial markets. Each of these
markets is extremely competitive. The Company will face substantial competition
on a continuing basis from numerous competitors, many of whom possess longer
operating histories, significantly greater financial resources, marketing,
distribution and manufacturing capability. The Company believes its principal
competitors include Jabil Circuit, Plexus, EFTC Corporation, Flextronics
International, Solestica Corporation and Baldwin.
Patents
The Company holds U.S. Patent No. 5,004,944, issued on April 2, 1991,entitled
"Lightweight high power electromagnetic transducer". Corresponding applications
were filed in foreign countries, and many of these foreign applications have
issued as patents. U.S. Patent 5,311,092, issued on May 10, 1994, is directed to
additional subject matter regarding lightweight, high power electromagnetic
transducers.
In April 1992, the Company was issued U.S. Patent No. 5,107,151 entitled
"Switching circuit employing electronic devices in series with an inductor to
avoid commutation breakdown and extending the current range of switching
circuits by using IGBT devices in place of MOSFETs". This patent is directed to
certain proprietary aspects of electronic control circuitry. Corresponding
applications were filed in foreign countries, and many of these foreign
applications have issued as patents.
The Company was granted U.S. Patent No. 5,319,844, issued June 14, 1994,
entitled "Method of making an electromagnetic transducer". This patent is
directed to a method of constructing the motor disclosed in U.S. Patent No.
5,004,944. Corresponding applications were filed in foreign countries, and many
of these foreign applications have issued as patents.
The Company was granted U.S. Patent No. 5,382,859, issued January 17, 1995,
entitled "Stator and method of constructing same for high power density electric
motors and generators". The Company also holds U.S. Patent No. 5,592,731, issued
on January 14, 1997 and entitled "Method of constructing a stator". These
patents relate to the Company's enhancement to its motor technology.
Corresponding applications were filed in foreign countries, and many of these
foreign applications have issued as patents.
The Company was granted U.S. Patent No. 5,677,605, issued October 14, 1997
entitled "Brushless DC motor using phase timing advancement". This patent
describes a low cost method of controlling the drive current to a motor to
achieve operating characteristics ideal for vehicle traction drives.
Corresponding applications were filed in foreign countries, and some of these
foreign applications have issued as patents.
The Company was granted U.S. Patent No. 5,982,063, issued November 9, 1999,
entitled "Electric motor with internal brake". This patent relates to current
developments in electric wheelchair drives. Corresponding applications are
pending in foreign countries.
In July 1998 the Company filed a new U.S. patent application titled "Accurate
Rotor Position Sensor and Method Using Magnet Ring and Linear Output Hall Effect
Sensors" which is pending. Corresponding applications are pending in foreign
countries.
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Trademarks
The Company owns three U.S. Trademark Registrations for "UNIQ" (International
Class 7 for power transducers, and Class 12 for utility land vehicles and Class
16 for Publications). The Class 12 trademark is subject to renewal in June 2006;
the Class 7 trademark is subject to renewal in August 2006; and the Class 16
trademark is subject to renewal in February 2007.
The Company registered the letters "UQM" and a stylized version thereof in the
U.S. Counterpart applications have been filed in 26 countries throughout the
world and 25 of those countries have granted registrations or indicated them to
be allowable. These trademarks are directed to the same trademark classes as for
the mark "UNIQ". The foreign trademark registrations and applications include
major markets where the company is doing business or establishing business
contacts.
The Company has registered "POWERPHASE" as a trademark in the same trademark
classes as for the mark "UNIQ". Corresponding applications for trademark
registration were filed in 11 countries. The trademark was registered in the
European community on March 21, 1997. Trademark registrations have been granted
in Mexico, Canada, China, Israel, Japan, Singapore, South Korea, Taiwan and
Thailand.
The Company's future success depends, in part, on the diligent prosecution of
its issued and pending motor and electronic patents, as well as the filing and
prosecution of patents on future technological advances, if any. There can be no
assurance that the Company will possess the financial resources necessary to
prosecute and maintain existing applications or to pursue additional patents. If
the Company is not able to prosecute and maintain its existing patent
applications, they will lapse. There can be no assurance that the Company's
patents will not be circumvented, invalidated or infringed, or that the Company
will possess the financial resources to enforce its existing patents and patent
applications in the event of an infringement. Further, new technology may be
developed by third parties or may already exist unknown to the Company causing
the Company's proprietary technology to be obsolete.
The Company also intends to rely on the un-patented proprietary know-how it has
developed and now utilizes in its products. There can be no assurance that
others will not independently develop, acquire or obtain access to the Company's
technology. Although the Company protects its proprietary rights by executing
confidentiality agreements with its management, employees and others with access
to the Company's technology, these measures may not be adequate to protect the
Company from disclosure or misappropriation of its proprietary information.
Backlog
The Company's technology segment had unperformed service contracts from
customers which will provide payments to the Company upon completion aggregating
approximately $1.3 million and an order backlog for prototype motors and
controls of approximately $.2 million at May 31, 2001. All such service
contracts are subject to amendment, modification or cancellation. The Company
expects to perform all unperformed service contracts and ship motor and
controller backlog products over the next twelve months.
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The Company's mechanical products segment had an order backlog of approximately
$1.9 million at May 31, 2001. The Company expects to ship all backlog products
within the next twelve months.
The Company's electronic products segment had an order backlog of approximately
$8.7 million at May 31, 2001. The Company expects to ship all backlog products
within the next twelve months.
Customers and Suppliers
The Company has two significant customers in its electronic products segment,
Tyco International, Ltd., and Handera which accounted for revenue of $4,706,810
and $6,427,983, respectively representing 17.5 percent and 23.9 percent of
consolidated revenue, respectively.
Principal raw materials and components purchased by the Company include iron,
steel, electronic components, magnet material and copper wire. Most of the above
items are available from several suppliers and the Company generally relies on
more than one supplier for each item. Certain components used by the Company are
custom designs and if the Company's current supplier no longer made them
available to the Company, the Company could experience production delays.
U.S. Government Contracts
For the year ended March 31, 2001, $853,341, or approximately 3.2 percent of the
Company's consolidated revenue was derived from contracts with agencies of the
U.S. Government and from subcontracts with U.S. Government prime contractors.
For the year ended March 31, 2000, $910,770, or approximately 4.4 percent of
consolidated revenue was derived from contracts with agencies of the U.S.
Government and from subcontracts with U.S. Government prime contractors.
Some of the Company's contracts with the U.S. Government provide for the
reimbursement of costs on a 50 percent cost sharing basis based on not-to-exceed
billing rates negotiated between the Company and the U.S. Government. Other U.S.
Government business is performed under firm fixed price contracts. On
"cost-share" and "firm fixed price" contracts, the Company can incur an actual
loss in the performance thereof if incurred costs exceed the contract amount.
All U.S. Government contracts with the Company are subject to modification or
cancellation at the convenience of the Government.
Employee and Labor Relations
As of May 31, 2001, the Company had 165 full-time employees. The Company has
entered into employment contracts with two of its executive officers which
expire December 31, 2002. None of the Company's employees are covered by a
collective bargaining agreement. The Company's management believes that its
relationship with its employees has been generally satisfactory.
In addition to its full-time staff, the Company from time to time engages the
services of outside consultants and contract labor to meet peak workload or
specialized program requirements. The Company does not anticipate any difficulty
in locating additional qualified professional engineers, technicians and
production workers, if so required, to meet expanded research and development or
manufacturing operations.
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ITEM 2. PROPERTIES
The Company owns or leases its offices and manufacturing facilities and believes
these facilities to be well maintained, adequately insured and suitable for
their present and intended uses. Information concerning facilities of the
Company as of May 31, 2001, is set forth in the table below:
Ownership or
Square Expiration Date
Location Feet of Lease Use
Golden, Colorado (1) 40,000 (2) September 2002 manufacturing,
laboratories
and offices
Frederick, Colorado 25,000 Own manufacturing
and offices
St. Charles, Missouri 31,000 March 2007 manufacturing,
warehouse and
offices
(1) The Company sold its fifty percent member interest in a limited liability
company which owns this facility in January 2001.
(2) The Company occupies 25,000 square feet and sub-leases the remaining 15,000
square feet.
ITEM 3. LEGAL PROCEEDINGS
There is no material litigation with respect to which the Company is a party.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
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A special meeting of the shareholders of the Company was held on January 24,
2001. The following is a summary of the matters submitted to a vote of security
holders and the results of the voting thereon:
Proposal to amend our Certificate of Incorporation to change our
name to UQM Technologies, Inc.
For Against Abstain
15,014,651 36,017 37,606
Outstanding votable shares: 17,363,517
Total voted shares represented in person and by proxy: 15,088,274
Percentage of the outstanding votable shares: 86.9%
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ITEM 5. MARKET PRICE OF COMMON STOCK
The Company's common stock trades on the American, Chicago, Pacific, Frankfurt
and Berlin Stock Exchanges. The high and low closing prices, by fiscal quarter,
as reported by the American Stock Exchange for the last two years are as
follows:
2001 High Low
Fourth Quarter $ 7.75 $6.13
Third Quarter $ 8.38 $6.50
Second Quarter $ 8.38 $7.19
First Quarter $ 9.00 $6.25
2000 High Low
Fourth Quarter $10.88 $3.69
Third Quarter $ 4.38 $3.50
Second Quarter $ 4.63 $4.06
First Quarter $ 6.44 $4.31
On June 13, 2001 the closing price of the Company's common stock, as reported on
the American Stock Exchange, was $6.60 per share and there were 896 holders of
record of the Company's common stock.
The Company has not paid any cash dividends on its common stock since inception
and intends for the foreseeable future to retain any earnings to finance the
growth of its business. Future dividend policy will be determined by the Board
of Directors of the Company based upon consideration of the Company's earnings,
capital needs and other factors then relevant.
ITEM 6. SELECTED FINANCIAL DATA
UQM Technologies, Inc.
Consolidated Selected Financial Data
Year Year Year Year Five Months Year
Ended Ended Ended Ended Ended Ended
March 31, March 31, March 31, March 31, March 31, October 31,
2001 2000 1999 1998 1997 1996
--------- --------- --------- ----------- ----------- -------
Contract Services
Revenue $ 2,283,292 1,702,937 1,517,960 2,790,496 700,132 1,436,484
Product Sales $ 24,613,779 18,894,923 14,280,458 1,274,236 152,016 611,213
Operating
Loss $ (2,758,606) (5,688,774) (3,144,592) (3,007,599) (1,120,900) (2,744,606)
Net Loss $ (3,140,122) (6,471,807) (3,754,070) (3,266,360) (1,201,085) (2,904,743)
Net Loss
Per Common Share-
basic and diluted $ (.18) (.39) (.24) (.23) (.12) (.26)
Total Assets $ 27,481,593 24,257,843 27,206,578 19,585,551 12,370,699 8,712,649
Long-Term Obligations $ 2,606,075 3,422,459 4,396,127 1,029,924 726,218 744,389
Cash Dividend
Declared Per Common
Share $ -0- -0- -0- -0- -0- -0-
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ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
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RESULTS OF OPERATIONS
Financial Condition
Cash and cash equivalents at March 31, 2001 was $2,399,006 and working capital
(the excess of current assets over current liabilities) was $4,737,780 compared
with $2,085,115 and $5,672,559,respectively, at March 31, 2000.
Accounts receivable rose $1,077,147 to $3,899,041 at March 31, 2001 from
$2,821,894 at March 31, 2000. The increase is primarily attributable to record
revenue levels during the fiscal year ended March 31, 2001 and extended payment
terms offered to selected customers of the Company's mechanical products and
electronic products segments.
Costs and estimated earnings in excess of billings on uncompleted contracts
increased $242,898 to $572,009 at March 31, 2001 from $329,111 at March 31,
2000. The increase is attributable to higher levels of unbilled work in process
on engineering contracts. Estimated earnings on contracts in process rose to
$720,333 at March 31, 2001 on costs incurred on contracts in process of
$1,974,471 compared to estimated earnings on contracts in process of $180,293 on
costs incurred on contracts in process of $645,425 at March 31, 2000. The
increase in estimated earnings on contracts in process is attributable to higher
levels of contracts in process at March 31, 2001.
Inventories rose $3,535,957 to $6,656,236 at March 31, 2001 from $3,120,279 at
March 31, 2000. Of this amount, raw material inventories rose $2,712,853
reflecting higher revenue levels, periodic electronic component shortages which
necessitated higher stocking levels for all related parts used in the
manufacture of affected products, and delays in customer production release
authorizations. Finished products inventories rose $1,097,603 reflecting the
stocking of certain completed electronic products in anticipation of future
shipment release orders.
Other current assets declined $348,003 to $52,065 at March 31, 2001 reflecting
the collection of amounts due from the disposition of the Company's remaining
equity interest in its German joint venture.
The Company invested $2,381,564 for the acquisition of property and equipment
during fiscal 2001 compared to $483,716 for the prior fiscal year. $1,862,851 of
the increase represents expenditures for manufacturing equipment at the
Company's electronic products segment to improve manufacturing throughput and
component placement density. Land and Buildings declined $335,500 and
$1,438,090, respectively, reflecting the sale of real estate held by Unique
Building Partners Limited Liability Co. (UBPL).
Goodwill, net of accumulated amortization, declined $332,666 to $5,662,797 at
March 31, 2001 from $5,995,463 at March 31, 2000 due to the amortization of this
asset over its 20 year useful life.
Accounts payable increased $1,087,943 to $2,467,259 at March 31, 2001 from
$1,379,316 at March 31, 2000. The increase is primarily attributable to higher
levels of inventory purchases from suppliers.
VII-1
Other current liabilities rose $496,044 to $1,341,506 at March 31, 2001 from
$845,462 at March 31, 2000. The increase is primarily attributable to higher
payroll associated with higher staffing levels at the Company's electronics
products segment and prepayments on engineering contracts not yet in process at
year-end in the Company's technology segment.
In January, 2001, UBPL a limited partnership in which the Company was a 50
percent owner sold its principal asset, the Company's headquarters building in
Golden, Colorado, and was subsequently liquidated. As a result of this
transaction, the Company received cash proceeds of $1.2 million and recorded a
deferred gain that will be recognized over the remaining term of the Company's
lease, including extensions. At March 31, 2001 the current portion of the
deferred gain was $115,713 and the long-term portion of the deferred gain was
$636,423.
Current portion of long-term debt decreased $106,438 to lease including $865,685
at March 31, 2001 from $972,123 at March 31, 2000 primarily due to the
retirement of the mortgage upon sale of the Company's headquarters building in
Golden, Colorado by UBPL.
Revolving line-of-credit rose to $4,037,000 at March 31, 2001 due to expanded
working capital requirements during the fiscal year associated with higher
levels of trade accounts receivable and inventory.
Billings in excess of costs and estimated earnings on uncompleted contracts rose
$118,320 to $197,819 at March 31, 2001 from $79,499 at March 31, 2000 reflecting
payments by customers for certain sponsored development contracts in advance of
the performance of the associated project work.
Long-term debt declined $816,384 to $2,606,075 at March 31, 2001 primarily due
to scheduled principal repayments on the Company's term bank debt during the
fiscal year, and the retirement of the mortgage upon sale of the Company's
headquarters in Golden, Colorado, by UBPL.
Minority interest in consolidated subsidiary decreased to zero at March 31, 2001
from $413,066 at March 31, 2000 reflecting the liquidation of UBPL.
Common stock and additional paid-in capital increased to $174,233 and
$50,626,120 at March 31, 2001, respectively, compared to $171,942 and
$49,382,877 at March 31, 2000. The increases in these accounts totaling
$1,245,534 is attributable to the cash received upon the exercise of stock
options by employees of $994,721; cash from the sale of common stock under the
Company's Employee Stock Purchase Plan of $29,270 and cash received upon the
exercise of warrants of $96,000.
Results of Operations
Operations for the year ended March 31, 2001, resulted in a net loss of
$3,140,122, or $0.18 per share on total revenue of $26,897,071, compared to a
net loss of $6,471,807, or $0.39 per share on total revenue of $20,597,860 for
the year ended March 31, 2000 and a net loss of $3,754,070 or $0.24 per share on
total revenue of $15,798,418 for the year ended March 31, 1999.
Operations for the fiscal year ended March 31, 2001, excluding asset write-down
charges of $712,599 or $0.04 per common share, resulted in a net loss of
$2,427,523 or $0.14 per common share compared to a net loss of $2,367,179 or
$0.14 per common share and $3,754,070 or $0.24 per common share for the fiscal
years ended March 31, 2000 and 1999, respectively. Earnings before interest,
VII-2
taxes, depreciation and amortization ("EBITDA") for the fiscal year before the
foregoing charges improved by $150,148 to $386,760 versus EBITDA of $236,612
last fiscal year and $(1,590,351) for the fiscal year ended March 31, 1999.
EBITDA for the fiscal year ended March 31, 2001 including charges was $(325,839)
compared to $ (3,868,016) and $(1,590,351) for the comparable fiscal years ended
March 31, 2000 and 1999, respectively.
Revenue from contract services increased 34 percent to $2,283,292 during fiscal
2001 from $1,702,937 for the year ended March 31, 2000 and 50 percent over
revenue for the year ended March 31, 1999. The increase in contract services
revenue is attributable to continued strong demand for development programs.
Product sales for the year increased 30 percent to $24,613,779 compared to
$18,894,923 for the year ended March 31, 2000 and 72 percent compared to
$14,280,458 for the year ended March 31, 1999. Product sales for the fiscal year
ended March 31, 2001 by the mechanical products segment increased $292,164 or 7
percent to $4,407,721 compared to $4,115,557 for the comparable fiscal year
ended March 31, 2000. The growth in revenue in the mechanical products segment
is primarily attributable to increased shipments of wheelchair motors. Product
sales during fiscal 2001 for the electronic products segment increased 36
percent to $19,110,954 compared to $14,056,151 for the year ended March 31,
2000. The growth in revenue in the electronic products segment is primarily
attributable to the launch of a value added product for an existing customer,
higher production volumes for certain customers and new business launches during
the fiscal year. Product sales for the year by the technology segment increased
51 percent to $1,095,104 compared to $723,215 for the year ended March 31, 2000.
The growth in revenue in the technology segment is primarily attributable to
increased shipment of Powerphase 100(R) systems during the year.
Consolidated gross profit margin for fiscal 2001 was 8.8 percent compared to
15.4 and 8.2 percent for the comparable fiscal years ended March 31, 2000 and
March 31, 1999, respectively. Gross profit on contract services was 15.4 percent
this year compared to 23.7 and 3.0 percent for fiscal 2000 and fiscal 1999,
respectively. The decline in contract services margins for the current year
versus last year is attributable to cost overruns on development programs. The
improvement in contract services margins for the current year versus fiscal 1999
is attributable to reduced levels of cost overruns on development programs and
improved pricing. Gross profit margins on product sales this year were 8.2
percent compared to 14.6 and 8.7 percent in fiscal 2000 and fiscal 1999,
respectively. The decrease in margins on product sales for this year versus
fiscal 2000 and fiscal 1999 is primarily attributable to product launch costs
and pricing pressure on selected accounts and lower than expected overhead
absorption on gear manufacturing operations in the Company's mechanical products
segment.
Research and development expenditures for the fiscal year ended March 31, 2001
declined to $ 103,231 compared to $378,954 and $667,989 for the fiscal years
ended March 31, 2000 and 1999, respectively. The decrease in this year versus
fiscal 2000 and 1999 is generally attributable to lower levels of
internally-funded development activities and cost-share type contracts.
General and administrative expense for the year was $3,990,301 compared to
$4,036,732 and $3,461,161 for fiscal years ended March 31, 2000 and 1999,
respectively. The decrease in general and administrative expenses this year
versus last year is primarily due to compensation payable to the Company's
former CEO under the terms of his employment agreement last year. The increase
in general and administrative expenses for this year versus the fiscal year
ended March 31, 1999 is primarily attributable to increased marketing
VII-3
expenditures, investment banking fees associated with acquisition activities,
and increased reserves for bad debts.
Write-down of investments and other assets this year of $320,401 are
attributable to the retirement of obsolete electronic equipment and the
impairment write-down of the Company's investment in Aeromax Corporation, which
did not meet the Company's expectation of near term profitable operations.
Write-down of investments and other assets for the year ended March 31, 2000
represents write-downs of the Company's investments in EV Global, Unique
Mobility Europa, Taiwan UQM Electric Company and a note receivable from
Windemere Eco Development, all of which did not meet the Company's expectation
of near term profitable operations.
Write-down of inventory for the year ended March 31, 2001 is attributable to the
write-down of slow moving and not readily marketable electronic component
inventory, reflecting deteriorating economic climate during the last half of the
fiscal year.
Interest income for fiscal 2001 rose to $66,833 compared to $59,369 in fiscal
2000. The increase is generally attributable to higher yields on invested cash
balances. Interest income this year declined $44,532 compared to $111,365 in
fiscal 1999. The decrease is attributable to lower levels of cash and cash
equivalents throughout this fiscal year.
Interest expense declined to $450,322 for the year ended March 31, 2001 compared
to $483,298 last year. The decrease is attributable to lower levels of term-debt
throughout the fiscal year. Interest expense rose $111,926 this year from
$338,396 for fiscal 1999. The increase is attributable to higher levels of
borrowings throughout this fiscal year on the Company's lines-of-credit.
Equity in loss of joint ventures was zero this year versus $280,170 and $417,801
for the years ended March 31, 2000 and 1999, respectively. The decrease for this
year versus last year and fiscal 1999 is due to the Company's write-down of its
investment in Taiwan UQM, EV Global, Europa, and WED last year at which time it
ceased recording its pro-rata shares of the operating losses of these entities.
Liquidity and Capital Resources
The Company's cash balances and liquidity throughout the fiscal year ended March
31, 2001 were adequate to meet operating needs. For the year ended March 31,
2001 net cash used by operations was $3,522,690 compared to $1,744,746 for the
comparable prior year. The increase in cash used by operating activities is
primarily attributable to higher levels of accounts receivables resulting from
increased revenues and the granting of extended terms to selected customers and
higher inventory levels somewhat offset by higher levels of trade accounts
payable. Cash used by investing activities for the year ended March 31, 2001 was
$342,750 compared to $1,015,393 for the prior fiscal year. The change is
primarily attributable to the proceeds of $1,752,365 from the sale of the Unique
Building Partners Limited Liability Co's principal asset, the Company's
headquarters building located in Golden, Colorado and the subsequent liquidation
of the Limited Liability Company offset by increased capital expenditures for
property and equipment of $1,897,848. The Company's cash requirements throughout
the period were funded primarily from existing cash balances, cash proceeds from
the exercise of warrants and employee stock options, proceeds for the sale of
the Company's Headquarters Building by UBPL and from borrowings on the Company's
revolving lines-of-credit.
VII-4
UQM Power Products has a line-of-credit facility with a commercial bank in the
amount of $750,000 which is scheduled for renewal in December 2001. At March 31,
2001 no amount was drawn against this facility. All financing of UQM Power has
been unconditionally guaranteed by UQM Technologies as the parent entity.
UQM Electronics has a line-of-credit with a commercial bank in the amount of
$5.0 million expiring in August 2001 which the Company either expects to renew
or replace with a similar facility. At March 31, 2001, approximately $4.0
million was drawn against this facility. All financing of UQM Electronics has
been unconditionally guaranteed by UQM Technologies as the parent entity.
The Company believes that its existing cash balances and bank lines-of-credit
will be sufficient to meet its operating capital requirements for at least the
next twelve months, exclusive of acquisition financing requirements. 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.
Quantitative and Qualitative Disclosures about Market Risk
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
lines-of-credit have variable rates of interest indexed to the prime rate.
Interest rates on these instruments approximate current market rates as of March
31, 2001.
VII-6
ITEM 8. Financial Statements
Independent Auditors' Report
The Board of Directors
UQM Technologies, Inc.:
We have audited the accompanying consolidated balance sheets of UQM
Technologies, Inc. (formerly Unique Mobility, Inc.) and subsidiaries (Company)
as of March 31, 2001 and 2000, and the related consolidated statements of
operations, stockholders' equity and comprehensive income (loss), and cash flows
for each of the years in the three-year period ended March 31, 2001. These
consolidated 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 did not audit the financial statements of
Taiwan UQM Electric Co., Ltd., (a 38.25 percent owned investee company). For the
year ended March 31, 1999 the Company recognized equity in the losses of Taiwan
UQM Electric Co., Ltd. of $417,801. The financial statements of Taiwan UQM
Electric Co., Ltd. were audited by other auditors whose report has been
furnished to us, and our opinion, insofar as it relates to the amounts included
for Taiwan UQM Electric Co., Ltd. for the year ended March 31, 1999 is based
solely on the report of the other auditors.
We conducted our audits in accordance with auditing standards generally accepted
in the United States of America. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the consolidated
financial statements are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the consolidated 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, based on our audits and the report of the other auditors, the
consolidated financial statements referred to above present fairly, in all
material respects, the financial position of UQM Technologies, Inc. and
subsidiaries as of March 31, 2001 and 2000, and the results of their operations
and their cash flows for each of the years in the three-year period ended March
31, 2001, in conformity with accounting principles generally accepted in the
United States of America.
KPMG LLP
Denver, Colorado
May 18, 2001
VIII-1
UQM TECHNOLOGIES, INC.
AND SUBSIDIARIES
Consolidated Balance Sheets
March 31, March 31,
Assets 2001 2000
- ------ --------- ---------
Current assets:
Cash and cash equivalents $ 2,399,006 2,085,115
Accounts receivable (notes 11 and 16) 3,899,041 2,821,894
Costs and estimated earnings in excess
of billings on uncompleted contracts
(note 2) 572,009 329,111
Inventories (notes 3 and 16) 6,656,236 3,120,279
Prepaid expenses 184,405 192,492
Other 52,065 400,068
---------- ----------
Total current assets 13,762,762 8,948,959
---------- ----------
Property and equipment, at cost:
Land (notes 4 and 6) 181,580 517,080
Building (notes 4 and 6) 1,240,435 2,678,525
Machinery and equipment (note 6) 12,433,475 10,711,392
---------- ----------
13,855,490 13,906,997
Less accumulated depreciation (6,577,035) (5,365,304)
---------- ----------
Net property and equipment 7,278,455 8,541,693
---------- ----------
Patent and trademark costs, net of
accumulated amortization of $170,204
and $125,078 731,707 731,282
Goodwill, net of accumulated amortization
of $989,362 and $656,696 5,662,797 5,995,463
Other assets 45,872 40,446
---------- ----------
$ 27,481,593 24,257,843
========== ==========
(Continued)
VIII-2
UQM TECHNOLOGIES, INC.
AND SUBSIDIARIES
Consolidated Balance Sheets, Continued
March 31, March 31,
Liabilities and Stockholders' Equity 2001 2000
- ------------------------------------ --------- ---------
Current liabilities:
Accounts payable $ 2,467,259 1,379,316
Other current liabilities (notes 5
and 16) 1,341,506 845,462
Current portion of long-term deferred
gain on sale of real estate (note 4) 115,713 -
Current portion of long-term
debt (note 6) 865,685 972,123
Revolving line-of-credit (note 6) 4,037,000 -
Billings in excess of costs and
estimated earnings on uncompleted
contracts (note 2) 197,819 79,499
---------- ----------
Total current liabilities 9,024,982 3,276,400
Long-term deferred gain on sale of real
estate (note 4)
636,423 -
Long-term debt, less current portion
(note 6) 2,606,075 3,422,459
---------- ----------
Total liabilities 12,267,480 6,698,859
Minority interest in consolidated
subsidiary (note 4) - 413,066
Stockholders' equity (notes 8 and 9):
Common stock, $.01 par value, 50,000,000
shares authorized; 17,423,358 and
17,194,192 shares issued 174,233 171,942
Additional paid-in capital 50,626,120 49,382,877
Accumulated deficit (35,164,723) (32,024,601)
Accumulated other comprehensive income (384,300) (384,300)
Note receivable from officer (37,217) -
---------- ---
Total stockholders' equity 15,214,113 17,145,918
---------- ----------
Commitments (notes 6, 13, and 15)
$ 27,481,593 24,257,843
========== ==========
See accompanying notes to consolidated financial statements.
VIII-3
UQM TECHNOLOGIES, INC.
AND SUBSIDIARIES
Consolidated Statements of Operations
Year Ended Year Ended Year Ended
March 31, March 31, March 31,
2001 2000 1999
----------- ---------- ----------
Contract services $ 2,283,292 1,702,937 1,517,960
Product sales 24,613,779 18,894,923 14,280,458
---------- ---------- ----------
26,897,071 20,597,860 15,798,418
---------- ---------- ----------
Operating costs and expenses:
Costs of contract services 1,930,601 1,300,052 1,471,827
Costs of product sales 22,586,279 16,133,891 13,033,930
Research and development 103,231 378,954 667,989
General and administrative 3,990,301 4,036,732 3,461,161
Amortization of goodwill 332,666 332,377 308,103
Write-down of investments and other assets 320,401 4,104,628 -
Write-down of inventory 392,198 - -
---------- --- ---
29,655,677 26,286,634 18,943,010
---------- ---------- ----------
Operating loss (2,758,606) (5,688,774) (3,144,592)
Other income (expense):
Interest income 66,833 59,369 111,365
Interest expense (450,322) (483,298) (338,396)
Equity in loss of joint ventures - (280,170) (417,801)
Minority interest share of earnings
of consolidated subsidiary (65,426) (80,823) (72,596)
Other 67,399 1,889 107,950
---------- ---------- ----------
(381,516) (783,033) (609,478)
---------- --------- ----------
Net loss $ (3,140,122) (6,471,807) (3,754,070)
========== ========== ==========
Net loss per common share -
basic and diluted (note 1o) (.18) (.39) (.24)
=== === ===
Weighted average number of shares
of common stock outstanding 17,314,891 16,573,391 15,960,966
========== ========== ==========
See accompanying notes to consolidated financial statements.
VIII-4
UQM TECHNOLOGIES, INC.
AND SUBSIDIARIES
Consolidated Statements of Stockholders' Equity and Comprehensive Income (Loss)
Number of Accumulated Notes
common Additional Accumu- other receivable Total
shares Common paid-in lated comprehensive due from Treasury stockholders'
issued stock capital deficit loss officers stock equity
--------- ------ ---------- ------- ------------- ---------- -------- -----------
Balances at March 31, 1998 15,394,621 $153,946 38,852,446 (21,798,724) (420,480) (56,056) - 16,731,132
Issuance of common stock in private
offerings, net of offering costs
of $33,671 123,125 1,231 950,098 - - - - 951,329
Issuance of common stock upon
exercise of employee and directors
options 329,339 3,294 942,316 - - (794,341) - 151,269
Issuance of common stock upon
exercise of warrants 68,600 686 297,689 - - - - 298,375
Issuance of common stock under
employee stock purchase plan 3,120 31 15,089 - - - - 15,120
Issuance of common stock for services 17,845 179 91,303 - - - - 91,482
Compensation expense accrued for
issuance of common stock options
granted for services - - 19,000 - - - - 19,000
Issuance of common stock for
acquisition of UQM Electronics 286,282 2,863 2,244,449 - - - - 2,247,312
Comprehensive income (loss):
Net loss - - - (3,754,070) - - - (3,754,070)
Translation adjustment - - - - (31,159) - - (31,159)
---------- ------- - - --------
Total comprehensive income (loss) (3,754,070) (31,159) (3,785,229)
---------- ------- -----------
Repayment of officers' notes - - - - - 396,334 - 396,334
---------- ------- ---------- ---------- ------- ------- ------ --------
Balances at March 31, 1999 16,222,932 162,230 43,412,390 (25,552,794) 451,639) (454,063) - 17,116,124
Issuance of common stock in private
offerings, net of offering costs
of $11,235 88,900 889 487,939 - - - - 488,828
Issuance of common stock upon
exercise of employee and directors
options 204,970 2,050 774,671 - - - (3,062) 773,659
Issuance of common stock upon
exercise of warrants 493,087 4,931 3,771,728 - - - - 3,776,659
Issuance of common stock under
employee stock purchase plan 9,072 91 33,730 - - - - 33,821
Compensation expense accrued for
issuance of common stock options
granted for services - - 46,368 - - - - 46,368
Issuance of common stock for
investment in Germany joint venture 208,333 2,083 1,147,811 - - - - 1,149,894
Adjustment in purchase price of
UQM Electronics and UQM Power Products - - - - - - (167,395) (167,395)
Comprehensive income (loss):
Net loss - - - (6,471,807) - - - (6,471,807)
Translation adjustment - - - - 67,339 - - 67,339
---------- ------- -------
Total comprehensive income (loss) (6,471,807) 67,339 (6,404,468)
---------- ------- -----------
Retirement of treasury shares (33,102) (332) (291,760) - - - 292,092 -
Repayment of officers' notes - - - - - 454,063 (121,635) 332,428
---------- ------- ---------- ---------- ------- ------- ------- -------
Balances at March 31, 2000 17,194,192 $171,942 49,382,877 (32,024,601) (384,300) - - 17,145,918
(Continued)
VIII-5
UQM TECHNOLOGIES, INC.
AND SUBSIDIARIES
Consolidated Statements of Stockholders' Equity and Comprehensive Income (Loss), Continued
Number of Accumulated Notes
common Additional Accumu- other receivable Total
shares Common paid-in lated comprehensive due from Treasury stockholders'
issued stock capital deficit loss officers stock equity
--------- ------ ---------- ------- ------------- ---------- -------- -----------
Issuance of common stock upon
exercise of employee and directors
options 212,408 $ 2,124 1,094,961 - - (38,500) (63,864) 994,721
Issuance of common stock upon
exercise of warrants 12,000 120 95,880 - - - - 96,000
Issuance of common stock under
employee stock purchase plan 6,774 68 29,202 - - - - 29,270
Issuance of common stock for services 5,967 59 44,944 - - - - 45,003
Compensation expense accrued for
issuance of common stock options
granted for services - - 42,040 - - - - 42,040
Retirement of treasury shares (7,983) (80) (63,784) - - - 63,864 -
Comprehensive income (loss):
Net loss - - - (3,140,122) - - - (3,140,122)
Translation adjustment - - - - - - - -
---------- -----------
Total comprehensive income (loss) - - - (3,140,122) - - - (3,140,122)
---------- -----------
Repayment of officers' notes - - - - - 1,283 - 1,283
---------- ------- ---------- ---------- ------- ------- ------- -----
Balances at March 31, 2001 17,423,358 $ 174,233 50,626,120 (35,164,723) (384,300) (37,217) - 15,214,113
========== ======= ========== ========== ======= ======= ======= ==========
See accompanying notes to consolidated financial statements.
VIII-6
UQM TECHNOLOGIES, INC.
AND SUBSIDIARIES
Consolidated Statements of Cash Flows
Year Ended Year Ended Year Ended
March 31, March 31, March 31,
2001 2000 1999
---------- ---------- ----------
Cash flows used by operating activities:
Net loss $ (3,140,122) (6,471,807) (3,754,070)
Adjustments to reconcile net loss to net cash used
by operating activities:
Depreciation and amortization 2,363,961 2,120,493 1,825,323
Gain on sale of real estate by consolidated
subsidiary, net of minority interest (771,421) - -
Deferred gain on sale of building 752,136 - -
Write-down of investments and other assets 320,401 4,104,628 -
Write-down of inventory 392,198 - -
Minority interest share of earnings of
consolidated subsidiary 65,426 80,823 72,596
Non-cash compensation expense for common stock,
stock options and warrants issued for services 87,043 46,368 110,482
Equity in loss of joint ventures - 280,170 417,801
Loss (gain) on sale of property and equipment 2,917 (1,875) -
Other (5,426) (16,241) (8,373)
Change in operating assets and liabilities:
Accounts receivable and costs and estimated
earnings in excess of billings on
uncompleted contracts (1,320,045) (452,207) 231,768
Inventories (3,928,155) (423,027) (1,444,538)
Prepaid expenses and other current assets (43,910) (50,313) (361,498)
Accounts payable and other current liabilities 1,583,987 (971,864) 506,805
Billings in excess of costs and estimated
earnings on uncompleted contracts 118,320 10,106 68,943
---------- ---------- ----------
Net cash used by operating activities (3,522,690) (1,744,746) (2,334,761)
---------- ---------- ----------
Cash flows used by investing activities:
Cash paid for acquisition of subsidiary, net - - (3,848,640)
Acquisition of property and equipment (2,381,564) (483,716) (4,399,114)
Increase in patent and trademark costs (45,551) (79,296) (137,537)
Proceeds from sale of property and equipment 7,000 63,327 -
Proceeds from sale of real estate by subsidiary, net 2,961,158 - -
Distribution to minority interest on liquidation of
consolidated subsidiary (1,208,793) - -
Investment in other long-term assets (75,000) (515,708) -
Proceeds from sale of Germany joint venture 400,000 - -
---------- ---------- ----------
Net cash used by investing activities (342,750) (1,015,393) (8,385,291)
---------- ---------- ----------
Cash flows provided by financing activities:
Proceeds from borrowings 6,198,000 10,898,494 10,827,358
Repayment of debt (2,502,422) (12,928,740) (7,320,466)
Repayment of mortgage on sale of real estate by
subsidiary (581,400) - -
Proceeds from sale of common stock, net - 488,828 951,329
Issuance of common stock upon exercise of employee
options, net of note repayments 996,004 1,106,087 547,603
Issuance of common stock under employee stock purchase
plan 29,270 33,821 15,120
Issuance of common stock upon exercise of warrants 96,000 3,776,659 298,375
Distributions paid to holders of minority interest (56,121) (67,348) (67,347)
---------- ---------- ----------
Net cash provided by financing activities 4,179,331 3,307,801 5,251,972
---------- ---------- ----------
Increase (decrease) in cash and cash equivalents 313,891 547,662 (5,468,080)
Cash and cash equivalents at beginning of period 2,085,115 1,537,453 7,005,533
----------- ---------- ----------
Cash and cash equivalents at end of period $ 2,399,006 2,085,115 1,537,453
========== ========== ==========
Interest paid in cash during the period $ 429,764 488,601 314,983
========== ========== ==========
(Continued)
VIII-7
UQM TECHNOLOGIES, INC.
AND SUBSIDIARIES
Consolidated Statements of Cash Flows, Continued
Non-cash investing and financing transactions:
Translation adjustments of $(67,339) and $31,159, were recorded for the years
ended March 31, 2000 and 1999, respectively.
In February 2000, the Company accepted 10,675 shares of its $0.01 par value
common stock with a fair market value of $90,742 in satisfaction of purchase
price adjustments arising subsequent to the acquisition of UQM Electronics in
accordance with the provisions of the Purchase Agreement.
In March 2000, the Company accepted 7,762 shares of its $0.01 per share
common stock with a fair market value of $76,653 in satisfaction of purchase
price adjustments arising subsequent to the acquisition of UQM Power Products
in accordance with the provisions of the Purchase Agreement.
In May 1999, the Company acquired a 33.6 percent ownership interest in a
Germany Joint Venture. 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.
In April 1998, the Company purchased all of the outstanding stock of UQM
Electronics for $4 million cash and 286,282 shares of the Company's common
stock.
In accordance with the provisions of the Company's stock option plans, the
Company accepts as payment of the exercise price or as repayment of
promissory notes from officers issued under the option plans, mature shares
of the Company's common stock held by the option holder for a period of six
months prior to the date of the option exercise or promissory note
repayment. For the years ended March 31, 2001 and 2000, the Company issued
20,045 and 5,000 shares of common stock for an aggregate exercise price of
$63,864 and $3,750, respectively, for which the Company received 7,983 and
355 shares of common stock as payment for the exercise price.
In accordance with the provisions of the Company's stock option plans, the
Company accepts promissory notes from officers of the Company in
satisfaction of the exercise price of options exercised. These notes
receivable are recorded as a reduction of shareholders' equity in the
consolidated financial statements. For the years ended March 31, 2001 and
1999, the Company issued 11,000 and 267,362 shares of common stock for an
aggregate exercise price of $38,500 and $794,341, respectively, for which
the Company received promissory notes for the same amount. For the year
ended March 31, 2000 the Company received 14,310 shares of common stock with
a fair market value of $121,635 in repayment of promissory notes issued
under the option plans. The shares received were recorded at cost as
treasury stock and subsequently retired.
See accompanying notes to consolidated financial statements.
VIII-8
UQM TECHNOLOGIES, INC.
AND SUBSIDIARIES
Notes to Consolidated Financial Statements
(1) Summary of Significant Accounting Policies
(a) Description of Business
UQM Technologies, Inc., formerly Unique Mobility, Inc. and
subsidiaries (the "Company") is engaged in the research,
development and commercialization of permanent magnet electric
motors and the electronic controls for such motors, the grinding
and manufacturing of high precision gears and the manufacture and
sale of electronic printed circuit board assemblies, wire harness
assemblies and other electronic products. The Company's revenue is
derived primarily from product sales to customers in the
automotive, agriculture, telecommunications, industrial, medical
and aerospace markets, and from contract research and development
services. The Company is impacted by other factors such as the
continued receipt of contracts from industrial and governmental
parties, its ability to protect and maintain the proprietary
nature of its technology, its continued product and technological
advances and the ability of the Company and its partners to
commercialize its products and technology.
(b) Principles of Consolidation
The consolidated financial statements include the accounts of UQM
Technologies, Inc. and those of all majority-owned or controlled
subsidiaries. All significant intercompany accounts and
transactions have been eliminated in consolidation.
Investments in affiliated entities in which the Company has less
than a 50 percent ownership interest and the ability to exercise
significant influence are accounted for by the equity method.
Under the equity method, the investment is originally recorded at
cost and subsequently adjusted to recognize the Company's share of
the net income or losses of the affiliates. Recognition of any
such losses is generally limited to the extent of the Company's
investment in, advances to, commitments and guarantees for the
investee.
Other investments, in which the Company has a minimal ownership
interest and does not exercise significant influence, are carried
at cost.
The minority interests as of March 31, 2000, consisted of the
other stockholders' ownership interests in a subsidiary of the
Company. See Note 4.
(c) Cash and Cash Equivalents
The Company considers cash on hand and investments with original
maturities of three months or less to be cash equivalents.
VIII-9
UQM TECHNOLOGIES, INC.
AND SUBSIDIARIES
Notes to Consolidated Financial Statements, Continued
(d) Inventories
Inventories are stated at the lower of cost or market. Cost is
determined by the first-in, first-out method.
(e) Property and Equipment
Property and equipment is stated at cost. Depreciation is computed
using the straight-line method over the estimated useful lives of
the assets which range from three to five years, except for
buildings, which are depreciated over 31 years. Maintenance and
repairs are charged to expense as incurred.
(f) Patent and Trademark Costs
Patent and trademark costs consist primarily of legal expenses,
and represent those costs incurred by the Company for the filing
of patent and trademark applications and the costs to maintain the
patents in good standing. Amortization of patent and trademark
costs is computed using the straight-line method over the
estimated useful life of the asset, typically 17 years for
patents, and 40 years for trademarks.
(g) Goodwill
The excess of the consideration exchanged over the fair value of
the net assets obtained in acquisitions is recorded as goodwill.
Amortization of goodwill is calculated using the straight-line
method over a period of 20 years.
(h) Long-Lived Assets
The Company accounts for long-lived assets in accordance with the
provisions of 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 that long-lived assets, investments and certain
identifiable intangibles be reviewed for impairment whenever
events or changes in circumstances indicate that the carrying
amount of an asset may not be recoverable.
(i) Contract Services Revenue and Cost Recognition
Revenue relating to long-term fixed price contracts is recognized
using the percentage of completion method. Under the percentage of
completion method, contract revenues and related costs are
recognized based on the percentage that costs incurred to date bear
to total estimated costs.
Changes in job performance, estimated profitability and final
contract settlements may result in revisions to cost and revenue,
and are recognized in the period in which the revisions are
determined.
VIII-10
UQM TECHNOLOGIES, INC.
AND SUBSIDIARIES
Notes to Consolidated Financial Statements, Continued
Contract costs include all direct materials, subcontract and labor
costs and other indirect costs. General and administrative costs
are charged to expense as incurred. At the time a loss on a
contract becomes known, the entire amount of the estimated loss is
accrued.
The aggregate of costs incurred and estimated earnings recognized
on uncompleted contracts in excess of related billings is shown as
a current asset, and billings on uncompleted contracts in excess of
costs incurred and estimated earnings is shown as a current
liability.
(j) Income Taxes
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 and operating loss and tax credit
carryforwards. 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. 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.
(k) Research and Development
Costs of researching and developing new technology or significantly
altering existing technology are charged to operations as incurred.
(l) Equity Instruments Issued for Non-Employee Services
The Company periodically issues common stock or stock options to
non-employees for services rendered. The cost of these services is
recorded based upon the fair market value of the Company's common
stock on the date of issuance or the fair market value of the stock
option determined using an appropriate option pricing model.
(m) Foreign Currency Translation
The net assets of foreign investments of the Company are translated
at the appropriate period-end exchange rates. Income and expense
accounts are translated at average monthly exchange rates. Net
exchange gains or losses resulting from such translation are
excluded from results of operations and accumulated as a separate
component of stockholders' equity until realized or investments are
disposed of. Gains and losses from foreign currency transactions
are included in other income (expense).
VIII-11
UQM TECHNOLOGIES, INC.
AND SUBSIDIARIES
Notes to Consolidated Financial Statements, Continued
(n) Comprehensive Income (Loss)
Comprehensive income (loss) consists of net loss and other
comprehensive income (loss) items which under generally accepted
accounting principles are excluded from net loss but included as a
component of stockholders' equity. At March 31, 2001 and 2000,
accumulated other comprehensive loss consisted entirely of
unrealized foreign currency losses.
(o) Loss Per Common Share
Statement of Financial Accounting Standards No. 128, Earnings per
Share ("SFAS 128"), requires presentation of both basic earnings
per share and diluted earnings per share. Basic earnings per share
is computed by dividing income or loss available to common
shareholders by the weighted average number of common shares
outstanding during the periods presented. Diluted earnings per
share is computed by dividing income or loss available to common
shareholders by all outstanding and dilutive potential shares
during the periods presented, unless the effect is antidilutive.
(p) 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.
(q) Reclassifications
Certain prior year amounts have been reclassified to conform to the
current period presentation.
(2) Costs and Estimated Earnings in Excess of Billings on Uncompleted
Contracts and Billings in Excess of Costs and Estimated Earnings on
Uncompleted Contracts
At March 31, 2001, the estimated period to complete contracts in process
ranged from 1 to 15 months, and the Company expects to collect
substantially all related accounts receivable arising therefrom within
sixteen months.
VIII-12
UQM TECHNOLOGIES, INC.
AND SUBSIDIARIES
Notes to Consolidated Financial Statements, Continued
The following summarizes contracts in process at March 31, 2001, and 2000:
March 31, March 31,
2001 2000
Costs incurred on uncompleted
contracts $ 1,974,471 645,425
Estimated earnings 720,333 180,293
--------- -------
2,694,804 825,718
Less billings to date (2,320,614) (576,106)
--------- -------
$ 374,190 249,612
========= =======
Included in the accompanying balance sheets as follows:
Costs and estimated earnings
in excess of billings on
uncompleted contracts $ 572,009 329,111
Billings in excess of costs and
estimated earnings on
uncompleted contracts (197,819) (79,499)
--------- -------
$ 374,190 249,612
========= =======
(3) Inventories
Inventories at March 31, 2001, and 2000 consist of:
March 31, March 31,
2001 2000
--------- ---------
Raw materials $ 5,159,632 2,446,779
Work in process 352,632 627,131
Finished products 1,143,972 46,369
--------- ---------
$ 6,656,236 3,120,279
========= =========
(4) Limited Liability Company
In September 1992, the Company and a private investor formed a Colorado
limited liability company to acquire, own and maintain a 40,000
square-foot facility in Golden, Colorado, and the surrounding land. This
facility serves as the Company's corporate headquarters. Ownership in
this limited liability company is divided equally between the Company and
the private investor. However, the Company is deemed to have a
controlling interest in the limited liability company by virtue of the
operating agreement which authorizes the Company to make all decisions
with respect to the business of the limited liability company, subject
only to certain protective rights of the private investor, and by virtue
of the lease agreement with the limited liability company covering the
entire facility.
VIII-13
UQM TECHNOLOGIES, INC.
AND SUBSIDIARIES
Notes to Consolidated Financial Statements, Continued
The limited liability company is, therefore, accounted for as a
consolidated subsidiary. Minority interest in consolidated subsidiary
represents the private investor's allocable portion of the equity of the
consolidated subsidiary.
In January 2001, the Limited Liability Company sold the Golden, Colorado
real estate held by it for $3.0 million in cash. Subsequent to the sale
the Limited Liability Company was liquidated. Cash proceeds to the
Company from the transaction and the subsequent liquidation were $1.2
million. The Company's lease on the facility expires in September 2002,
and the Company has an option to extend the lease for an additional term
of five years at the then prevailing market lease rate. Recognition of
the Company's gain on the transaction of $752,136 is being deferred over
the remaining term of the Company's lease of the facility, including
available extensions.
(5) Other Current Liabilities
Other current liabilities at March 31, 2001 and 2000, consist of:
March 31, March 31,
2001 2000
Accrued interest $ 41,917 21,360
Accrued legal and accounting fees 85,110 71,275
Accrued payroll, consulting, personal property
taxes and real estate taxes 684,296 339,263
Customer deposits 44,575 -
Accrued material purchases 310,478 327,828
Accrued warranty costs 34,275 6,473
Other 140,855 79,263
--------- -------
$ 1,341,506 845,462
========= =======
(6) Long-term debt
Long-term debt at March 31, 2001 and 2000 consists of:
March 31, March 31,
2001 2000
Note payable to bank, payable in monthly
installments with interest at 8.65%; matures
July 2003; secured by land and building $ 838,357 871,675
Note payable to bank, payable in monthly
installments with interest at 9.1%; matures
October 2007; secured by land and building - 622,486
Notes payable to bank, payable in monthly
installments with interest at 8.5%; matures
November 2001, April, September, and
November 2005; secured by equipment 906,423 1,190,456
VIII-14
UQM TECHNOLOGIES, INC.
AND SUBSIDIARIES
Notes to Consolidated Financial Statements, Continued
Note payable to bank, payable in monthly
installments with interest at 9.50%; matures
June 2006; secured by equipment 46,207 52,753
Note payable to bank, payable in monthly
installments with interest at 8.125%; matures
July 2001; secured by accounts receivable,
inventory and equipment 104,167 416,667
Note payable to bank, payable in monthly
installments with interest at 7.70%; matures
March 2004; secured by equipment 964,879 1,240,545
Note payable to bank, payable in monthly
installments with interest at 8.75%;
matures August 2004 611,727 -
-------- ---------
Total long-term debt 3,471,760 4,394,582
Less current portion 865,685 972,123
--------- ---------
Long-term debt, less current portion $ 2,606,075 3,422,459
========= =========
Certain of the above loan agreements require the Company to maintain
certain financial ratios as defined in the agreements. As of March 31,
2001, the Company was in compliance with the required ratios or they had
been waived by the lender.
The annual aggregate maturities of long-term debt for each of the next
five fiscal years and thereafter are as follows:
2002 $ 865,685
2003 721,405
2004 780,037
2005 349,157
2006 137,110
Thereafter 618,366
--------
$ 3,471,760
Lines of credit
At March 31, 2001, the Company has lines of credit of $.75 million and
$5.0 million. The $.75 million line-of-credit expires in December 2001
and had no amount outstanding at March 31, 2001. The $5.0 million
line-of-credit is due on demand, but if no demand is made, it is due
August 15, 2001. The Company expects that its lines-of-credit will be
renewed or replaced with similar facilities. At March 31, 2001,
$4,037,000 was outstanding on this facility. Interest on the
lines-of-credit is payable monthly at prime plus .75% (8.75% at March 31,
2001) and prime (8.0% at March 31, 2001), respectively. 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. 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
VIII-15
UQM TECHNOLOGIES, INC.
AND SUBSIDIARIES
Notes to Consolidated Financial Statements, Continued
agreements. As of March 31, 2001, the Company was in compliance with
the required ratios or they had been waived by the lender.
(7) Income Taxes
Income tax benefit attributable to loss from continuing operations
differed from the amounts computed by applying the U.S. federal income
tax rate of 34% as a result of the following:
Year Ended Year Ended Year Ended
March 31, March 31, March 31,
2001 2000 1999
---------- ---------- -----------
Computed "expected" tax benefit $ (1,067,641) (2,200,414) (1,276,384)
Increase (decrease) in taxes
resulting from:
Amortization of goodwill
not deductible for tax 91,820 107,286 97,915
Expiration of net operating
loss (NOL) carry-forwards 126,992 76,822 89,369
Increase in valuation
allowance for net deferred
tax assets 884,072 2,160,758 906,668
Other, net (35,243) (144,452) 182,432
--------- --------- ---------
Income tax benefit $ - - -
========= ========= =========
The tax effects of temporary differences that give rise to significant
portions of the net deferred tax asset are presented below:
March 31, March 31,
2001 2000
--------- ---------
Deferred tax assets:
Research and development credit
carryforwards $ 78,568 78,568
Net operating loss carryforwards - Federal 10,089,638 9,631,018
Net operating loss carryforwards - State,
net of valuation allowance - -
Accruals and reserves 349,655 41,149
Property and equipment 23,693 -
Write-down of investments 1,029,311 1,029,311
---------- ----------
Total deferred tax assets 11,570,865 10,780,046
Less valuation allowance 11,570,865 10,686,792
---------- ----------
Net deferred tax assets, net of
valuation allowance - 93,254
---------- ----------
Deferred tax liabilities - property
and equipment - 93,254
---------- ----------
Net deferred tax liability $ - -
========== ==========
VIII-16
UQM TECHNOLOGIES, INC.
AND SUBSIDIARIES
Notes to Consolidated Financial Statements, Continued
As of March 31, 2001, the Company had net operating loss carryforwards
(NOL) of approximately $32 million for U.S. income tax purposes which
expire in varying amounts through 2021. Approximately $2.8 million of
the net operating loss carryforwards are attributable to stock options,
the benefit of which will be credited to additional paid-in capital if
realized. However, due to the provisions of Section 382 of the Internal
Revenue Code, the utilization of a portion of these NOLs is limited.
Future ownership changes under Section 382 could occur that would result
in a Section 382 limitation which would restrict the use of NOLs. In
addition, any Section 382 limitation could be further reduced to zero if
the Company fails to satisfy the continuity of business enterprise
requirement for the two-year period following an ownership change.
(8) Stockholders' Equity
During the year ended March 31, 2000, the Company completed a private
placement of 88,900 shares of common stock with an institutional
investor. Cash proceeds to the Company, net of offering costs was
$488,828.
(9) 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:
Shares Under Weighted-Average
Option Exercise Price
------------ ---------------
Outstanding at March 31, 1998 2,828,352 5.34
Granted 650,000 5.20
Exercised (331,647) 2.90
Forfeited (109,151) 7.68
---------
Outstanding at March 31, 1999 3,037,554 5.49
Granted 495,000 8.31
Exercised (204,970) 3.79
Forfeited (96,190) 6.12
---------
VIII-17
UQM TECHNOLOGIES, INC.
AND SUBSIDIARIES
Notes to Consolidated Financial Statements, Continued
Outstanding at March 31, 2000 3,231,394 6.01
Granted 472,633 7.18
Exercised (212,408) 5.16
Forfeited (676,799) 7.31
---------
Outstanding at March 31, 2001 2,814,820 $5.96
=========
Exercisable at March 31, 2001 1,995,630 $5.47
=========
The following table presents summarized information about stock options
outstanding at March 31, 2001:
Options Outstanding Options Exercisable
--------------------------------------- -----------------------
Weighted Weighted Weighted
Number Average Average Number Average
Range of Outstanding Remaining Exercise Exercisable Exercise
Exercise Prices at 3/31/01 Contractual Life Price at 3/31/01 Price
--------------- ----------- ---------------- -------- ----------- --------
$2.25 - 3.31 452,198 4.5 years $3.02 452,198 $3.02
$3.50 - 5.00 816,405 5.1 years $4.24 684,478 $4.21
$5.38 - 8.75 1,546,217 7.2 years $7.73 858,954 $7.77
--------- ---------
$2.25 - 8.75 (2,814,820) 6.1 years $5.96 1,995,630 $5.47
========= =========
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 are exercisable from 3 to 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:
Weighted
Shares Under Average
Option Exercise Price
Outstanding at March 31, 1998 189,333 5.86
Granted 64,000 5.06
-------
Outstanding at March 31, 1999 253,333 5.66
Granted 9,275 4.25
Forfeited (221,333) 5.59
-------
Outstanding at March 31, 2000 41,275 5.68
Granted 5,785 7.94
-----
Outstanding at March 31, 2001 47,060 $5.96
=======
Exercisable at March 31, 2001 29,758 $6.09
=======
VIII-18
UQM TECHNOLOGIES, INC.
AND SUBSIDIARIES
Notes to Consolidated Financial Statements, Continued
The following table presents summarized information about stock options
outstanding for non-employee directors:
Options Outstanding Options Exercisable
--------------------------------------- -----------------------
Weighted Weighted Weighted
Number Average Average Number Average
Range of Outstanding Remaining Exercise Exercisable Exercise
Exercise Prices at 3/31/01 Contractual Life Price at 3/31/01 Price
--------------- ----------- ---------------- -------- ----------- --------
$4.25 - 6.00 25,275 5.6 years $4.76 13,758 $4.88
$6.25 - 7.13 21,785 5.7 years $7.34 16,000 $7.13
------ ------
$4.25 - 7.13 47,060 5.6 years $5.96 29,758 $6.09
====== ======
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 new fair value method of accounting or continue to measure
compensation costs using the intrinsic value methods prescribed by APB25.
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:
Year Ended Year Ended Year Ended
March 31, 2001 March 31, 2000 March 31, 1999
-------------- -------------- --------------
Net loss - as reported $ (3,140,122) (6,471,807) (3,754,070)
Compensation expense - current
period option grants (219,753) (163,069) (129,406)
Compensation expense - prior
period option grants (778,689) (1,390,466) (1,274,213)
--------- --------- ----------
Net loss - pro forma $ (4,138,564) (8,025,342) (5,157,689)
--------- --------- ---------
Net loss per common share -
as reported $ (.18) (.39) (.24)
Net loss per common share -
pro forma $ (.24) (.48) (.32)
The fair value of stock options granted was calculated using the Black
Scholes option pricing model based on the following weighted average
assumptions:
Year Ended Year Ended Year Ended
March 31, 2001 March 31, 2000 March 31, 1999
-------------- -------------- --------------
Expected volatility 48.4% 48.7% 48.3%
Expected dividend yield 0.0% 0.0% 0.0%
Risk free interest rate 5.3% 6.8% 5.4%
Expected life of option granted 6 years 6 years 6 years
Fair value of options granted
as computed under the Black
Scholes option pricing models $4.75 per share $4.78 per share $2.74 per share
VIII-19
UQM TECHNOLOGIES, INC.
AND SUBSIDIARIES
Notes to Consolidated Financial Statements, Continued
Future pro forma compensation cost by fiscal year, assuming no
additional grants by the Company to employees and directors, is as
follows:
Fiscal Year Pro Forma
Ended Compensation
March 31, Expense
----------- ----------
2002 $1,480,006
2003 $1,129,214
2004 $ 507,524
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 the years ended March 31, 2001 and
2000 warrants to acquire 12,000 and 436,212 shares of the Company's
common stock at $8.00 per share were exercised resulting in cash
proceeds to the Company of $96,000 and $3,489,696, respectively. In
March 2000, warrants to acquire 179,000 shares expired unexercised.
Warrants to purchase 299,375 shares of common stock were extended in
fiscal 2000 for a period of eighteen months at the fair value of such
extension resulting in cash proceeds to the Company of $78,151 and all
remain outstanding at March 31, 2001.
(10) Alcan Royalty Agreement
During 1994, the Company and Alcan Aluminum Limited ("Alcan") executed
an agreement in which Alcan assigned to the Company all of its rights,
title and interests in certain motor technology developed under a
program funded by Alcan. This agreement further provides that the
Company shall pay to Alcan royalties of one-half of one percent on
revenue derived from the manufacture and sale of products or processes
embodying the related technology. For the years ended March 31, 2001,
2000 and 1999 the Company recorded royalty expense of $30,162, $23,612
and $14,240, respectively, under this agreement.
(11) Significant Customers
The Company has historically derived significant revenue from a few key
customers. The customers from which more than 10% of total revenue has
been derived and the percentage of revenue is summarized as follows:
VIII-20
UQM TECHNOLOGIES, INC.
AND SUBSIDIARIES
Notes to Consolidated Financial Statements, Continued
Year Ended Year Ended Year Ended
March 31, March 31, March 31,
2001 2000 1999
---------- ---------- ----------
Customer A $ 4,706,810 4,434,454 3,108,929
B 6,427,983 647,584 -
---------- --------- ---------
$ 11,134,793 5,082,038 3,108,929
============ ========= =========
Percentage of revenue 41% 25% 20%
=== === ===
The significant customers for the years ended March 31, 2001, 2000 and
1999, were customers in the Company's Electronic Products Segment.
These customers, in total, also represented 66%, 29% and 19% of total
accounts receivable at March 31, 2001, 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 $853,341, $910,770, and $758,853 and for the years
ended March 31, 2001, 2000 and 1999, respectively.
(12) Fair Value of Financial Instruments
The following methods and assumptions were used to estimate the fair
value of each class of financial instruments:
Cash and cash equivalents, certificates of deposit, accounts receivable
and accounts payable:
The carrying amounts approximate fair value because of the short
maturity of these instruments.
Long-term debt and revolving line-of-credit:
The carrying amount of the Company's long-term debt and revolving
line-of-credit approximates fair value since the interest rate on this
debt represents the current market rate for similar financing available
to the Company providing comparable security to the lender.
(13) Employee Benefit Plans
401(k) Plan
The Company has established a 401(k) Savings Plan (the Plan) under
which eligible employees may contribute up to 15% of their
compensation. At the direction of the participants, contributions are
invested in several investment options offered by the Plan. The
Company currently matches 33% of participants contributions, subject
to certain limitations. These
VIII-21
UQM TECHNOLOGIES, INC.
AND SUBSIDIARIES
Notes to Consolidated Financial Statements, Continued
contributions vest ratably over a three-year period. Matching
contributions to the Plan by the Company were $99,179, $97,715 and
$107,455 for the years ended March 31, 2001, 2000 and 1999,
respectively.
Stock Purchase Plan
The Company has established a Stock Purchase Plan which allows eligible
employees to purchase, through payroll deductions, shares of the
Company's common stock at 85% of the fair market value at specified
dates. The Company has reserved 200,000 shares of common stock for
issuance under the Stock Purchase Plan. During the years ended March
31, 2001, 2000 and 1999, the Company issued 6,774, 9,072 and 3,120
shares of common stock, respectively, under the Stock Purchase Plan.
(14) 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. Salaries of the
executive officers and corporate general and administrative expense is
allocated equally to each segment. 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 printed circuit board assemblies
and electronic products.
For the year ended March 31, 2000, intersegment sales or transfers were
$96,894. During the years ended March 31, 2001 and 1999 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 year ended
March 31, 2001:
VIII-22
UQM TECHNOLOGIES, INC.
AND SUBSIDIARIES
Notes to Consolidated Financial Statements, Continued
Mechanical Electronic
Technology Products Products Total
Revenue $ 3,378,396 4,407,721 19,110,954 26,897,071
Interest income 58,782 8,051 - 66,833
Interest expense (45,795) (168,479) (236,048) (450,322)
Depreciation and
amortization (398,344) (963,722) (669,229) (2,031,295)
Goodwill amortization - (62,318) (270,348) (332,666)
Write-down of
investments and other
assets 75,000 28,583 216,818 320,401
Write-down of inventory - - 392,198 392,198
Segment loss (604,623) (1,195,219) (1,340,280) (3,140,122)
Segment assets 5,623,473 5,977,966 15,880,154 (27,481,593)
Expenditures for
segment assets $ (401,024) (238,240) (1,862,851) (2,502,115)
Segment information has been reclassified to reflect corporate overhead
allocation consistent with the current year presentation. The following
table summarizes significant financial statement information for each
of the reportable segments for the year ended March 31, 2000:
Mechanical Electronic
Technology Products Products Total
Revenue $ 2,426,152 4,115,557 14,056,151 20,597,860
Interest income 56,621 2,748 - 59,369
Interest expense (61,894) (194,427) (226,977) (483,298)
Depreciation and
amortization (352,485) (933,092) (502,538) (1,788,115)
Goodwill amortization - (62,318) (270,060) (332,378)
Write-down of
investments (4,104,628) - - (4,104,628)
Equity in loss of
joint ventures (280,170) - - (280,170)
Segment earnings (loss) (5,285,807) (1,190,423) 4,423 (6,471,807)
Segment assets 7,955,110 6,396,297 9,906,436 24,257,843
Expenditures for
segment assets $ (777,314) (141,912) (159,494) (1,078,720)
Segment information has been reclassified to reflect corporate overhead
allocation consistent with the current year presentation. The following
table summarizes significant financial statement information for each
of the reportable segments for the year ended March 31, 1999:
VIII-23
UQM TECHNOLOGIES, INC.
AND SUBSIDIARIES
Notes to Consolidated Financial Statements, Continued
Mechanical Electronic
Technology Products Products Total
Revenue $ 2,135,818 3,532,871 10,129,729 15,798,418
Interest income 88,307 23,058 - 111,365
Interest expense (67,306) (165,473) (105,617) (338,396)
Depreciation and
amortization (399,823) (804,246) (313,151) (1,517,220)
Goodwill amortization - (61,682) (246,421) (308,103)
Equity in loss of
joint ventures (417,801) - (417,801)
Segment loss (1,806,442) (1,625,556) (322,072) (3,754,070)
Segment assets 8,032,683 7,495,481 11,678,414 27,206,578
Expenditures for
segment assets $ (487,550) (2,418,688) (1,630,413) (4,536,651)
(15) Commitments and Contingencies
Employment Agreements
The Company has entered into employment agreement with two of its
officers which expire December 31, 2002. The aggregate future
compensation under the employment agreements is $726,250.
Lease Commitments
The Company has entered into operating lease agreements for office
space and equipment which expire at various times through 2007. As of
March 31, 2001, the future minimum lease payments under operating
leases with initial noncancelable terms in excess of one year are as
follows:
Year ending March 31:
2002 $ 522,883
2003 531,729
2004 534,246
2005 530,212
2006 521,872
Thereafter 360,475
--------
$ 3,031,417
Rental expense under these leases totaled approximately $349,837,
$377,000, and $327,000 for the years ended March 31, 2001, 2000 and
1999, respectively.
Litigation
The Company is involved in various claims and legal actions arising in
the ordinary course of business. In the opinion of management, the
ultimate disposition of these matters will not have a material adverse
effect on the Company's financial position.
VIII-24
UQM TECHNOLOGIES, INC.
AND SUBSIDIARIES
Notes to Consolidated Financial Statements, Continued
(16) Schedule of Valuation and Qualifying Accounts
Additions
--------------------
Balance at Charged to Charged
Beginning Costs and to Other Balance End
of Year Expenses Accounts Deductions of Year
----------- ---------- --------- ---------- -----------
Year ended March 31, 2001
Deducted from asset accounts:
Allowance for doubtful
accounts $ 2,674 57,257 - 18,391(A) $ 41,540
Inventory obsolescence
reserve $81,829 400,822(C) - 112,499(B) $370,152
Accrued warranty cost $ 6,473 44,657 - 16,855(B) $ 34,275
Year ended March 31, 2000
Deducted from asset accounts:
Allowance for doubtful
accounts $ 9,358 - - 6,684(A) $ 2,674
Inventory obsolescence
reserve - 95,125 - 13,296(B) $ 81,829
Accrued warranty cost - 28,706 - 22,233(B) $ 6,473
Year ended March 31, 1999
Deducted from asset accounts:
Allowance for doubtful
accounts $ 9,358 - - - $ 9,358
Note (A) Uncollectible accounts written off, net of recoveries. Note (B) Amounts
written off or payments incurred. Note (C) Includes write down of inventory in
2001 of approximately $392,000.
VIII-24
ITEM 9. CHANGE IN AND DISAGREEMENTS ON ACCOUNTING AND FINANCIAL
- ------ DISCLOSURE.
None.
IX-1
PART III
Pursuant to instruction G(3) to Form 10-K, the information required in Items
10-13 is hereby incorporated by reference from the Company's definitive Proxy
Statement for the Annual Meeting of Shareholder to be held on August 22, 2001,
to be filed on or about July 6, 2001, pursuant to Regulation 14A.
X-1
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K.
- -------
(a) 1. Financial Statements:
--------------------
UQM Technologies, Inc. (included in Part II):
Independent Auditors' Report.
Consolidated Balance Sheets, March 31, 2001 and March 31,
2000.
Consolidated Statements of Operations for the years ended
March 31, 2001, 2000 and 1999.
Consolidated Statements of Stockholders' Equity and
Comprehensive Income (Loss) for the years ended March 31,
2001, 2000 and 1999.
Consolidated Statements of Cash Flows for the years ended
March 31, 2001, 2000 and 1999.
Notes to Consolidated Financial Statements.
2. Financial Statement Schedules:
-----------------------------
None.
(b) Reports on Form 8-K:
- ----------------------------
None
(c) Exhibits
3.2 Restated Articles of Incorporation. Reference is made to Exhibit 3.2
of the Company's Quarter Report on Form 10-K for the year ended
October 31, 1993 (No. 0-9146) which is incorporated herein by
reference.
4.1 Specimen Stock Certificate. Reference is made to Exhibit 3.1 of the
Company Registration Statement on Form 10, dated February 27, 1980
(No. 0-9146) which is incorporated herein by reference.
10.2 UQM Technologies, Inc. Incentive and Non-qualified Stock Option Plan
(amended and restated effective January 1, 1988). Reference is made to
Exhibit 10.4 of the Company's Quarterly Report on Form 10-Q for the
quarter ended April 30, 1988 (No. 0-9146).
10.3 UQM Technologies, Inc. 1992 Stock Option Plan. Reference is made to
Exhibit 4.1 to the Company's Registration Statement on Form S-8 (No.
33-47454), which is incorporated herein by reference.
10.4 UQM Technologies, Inc. Employee Stock Purchase Plan. Reference is made
to Exhibit 4.3 to the Company's Registration Statement on Form S-8
(No. 33-34612), which is incorporated herein by reference.
10.5 401(k) Savings Plan of UQM Technologies, Inc. Reference is made to
Exhibit 4.3 to the Company's Registration Statement on Form S-8 (No.
33-34613), which is incorporated herein by reference.
10.8 Lease between the Company and Unique Building Partners, Ltd. Liability
Co. dated September 22, 1992. Reference is made to Exhibit 10.34 of
the Company's Registration Statement on Form S-2 (No. 33-53376), which
is incorporated herein by reference.
XIV-1
10.9 UQM Technologies, Inc. Stock Option Plan for Non-Employee Directors.
Reference is made to Exhibit 10.39 of the Company's Quarter Report on
Form 10-K (No. 0-9146) for the year ended October 31, 1993 which is
incorporated herein by reference.
10.10 Warrant Agreement with Arnhold and S. Bleichroeder, Inc. Reference is
made to Exhibit 10.41 of the Company's Quarter Report on Form 10-K
(No. 0-9146) for the year ended October 31, 1993 which is incorporated
herein by reference.
10.11 Assignment Agreement with Alcan International Limited. Reference is
made to Exhibit 10.3 to the Company's Quarterly Report on Form 10-Q
for the quarter ended April 30, 1994 (No. 0-9146) which is
incorporated herein by reference.
10.12 Amendment to the 1992 Stock Option Plan of UQM Technologies, Inc.
Reference is made to Exhibit 10.4 to the Company's Quarterly Report on
Form 10-Q for the quarter ended April 30, 1994 (No. 0-9146) which is
incorporated herein by reference.
10.13 Amendment to the 401(k) Savings Plan of UQM Technologies, Inc. dated
January 18, 1995. Reference is made to Exhibit 10.1 in the Company's
Quarterly Report on Form 10-Q for the Quarter ended January 31, 1995
(No. 0-9146) which is incorporated herein by reference.
10.14 Amendment to the 1992 Stock Option Plan of UQM Technologies, Inc.
dated December 7, 1994. Reference is made to Exhibit 10.2 in the
Company's Quarterly Report on Form 10-Q for the Quarter ended January
31, 1995 (No. 0-9146) which is incorporated herein by reference.
10.15 Stock Purchase Agreement by and among UQM Technologies, Inc. and
Invacare Corporation dated December 7, 1995. Reference is made to
Exhibit 10.36 in the Company's Annual Report on Form 10-K for the
fiscal year ended October 31, 1995, (No. 1-10869) which is
incorporated herein for reference.
10.16 Amendment to the Stock Purchase Agreement by and among UQM
Technologies, Inc. and Invacare Corporation. Reference is made to
Exhibit 10.3 in the Company's Quarterly Report on Form 10-Q for the
quarter ended April 30, 1996, (No. 0-9146) which is incorporated
herein by reference.
21 Subsidiaries of the Company. Reference is made to Exhibit 21 of the
Company's Annual Report Form 10-K for the year ended March 31, 2000
(No. 1-10869) which is incorporated herein by reference.
23.1 Consent of KPMG LLP.
XIV-2
SIGNATURES
Pursuant to the requirements of Section 13 of the Securities and Exchange Act of
1934, UQM Technologies, Inc. has duly caused this Annual Report on Form 10-K to
be signed on its behalf by the undersigned, thereunto duly authorized, in
Golden, Colorado on the 14th day of June, 2001.
UQM TECHNOLOGIES, INC.,
a Colorado Corporation
By: "William G. Rankin"
William G. Rankin
Chairman of the Board of Directors
Pursuant to the requirements of the Securities and Exchange Act of 1934, this
Annual Report on Form 10-K has been signed below by the following persons on
behalf of UQM Technologies, Inc., in the capacities indicted and on the date
indicated.
Signature Title Date
Chairman of the Board of
"William G. Rankin" Directors and President
---------------------
William G. Rankin (Principal Executive Officer) June 14, 2001
Treasurer and Secretary
(Principal Financial and
"Donald A. French" Accounting Officer) June 14, 2001
---------------------
Donald A. French
"Ernest H. Drew" Director June 13, 2001
---------------------
Ernest H. Drew
"Stephen J. Roy" Director June 13, 2001
---------------------
Stephen J. Roy
"J. B. Richey" Director June 14, 2001
---------------------
J. B. Richey