-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, WqWjkmCOguALNIDOlkNw/IeOiZVy0OJXFgIij7oB9yPl7cS+TdbCxWWLnbgK74Bs E3TbwbsqLN7h9rQSLajDqQ== 0001072613-04-001544.txt : 20040816 0001072613-04-001544.hdr.sgml : 20040816 20040816134031 ACCESSION NUMBER: 0001072613-04-001544 CONFORMED SUBMISSION TYPE: 10QSB PUBLIC DOCUMENT COUNT: 6 CONFORMED PERIOD OF REPORT: 20040630 FILED AS OF DATE: 20040816 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ZAP CENTRAL INDEX KEY: 0001024628 STANDARD INDUSTRIAL CLASSIFICATION: MOTORCYCLES, BICYCLES & PARTS [3751] IRS NUMBER: 943210624 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10QSB SEC ACT: 1934 Act SEC FILE NUMBER: 000-30300 FILM NUMBER: 04977553 BUSINESS ADDRESS: STREET 1: 501 FOURTH STREET CITY: SANTA ROSA STATE: CA ZIP: 95401 BUSINESS PHONE: 7075258658 MAIL ADDRESS: STREET 1: 501 FOURTH STREET CITY: SANTA ROSA STATE: CA ZIP: 95401 FORMER COMPANY: FORMER CONFORMED NAME: ZAPWORLD COM DATE OF NAME CHANGE: 19990715 FORMER COMPANY: FORMER CONFORMED NAME: ZAP POWER SYSTEMS INC DATE OF NAME CHANGE: 19970319 10QSB 1 form10qsb_12878.txt FORM 10-QSB (JUNE 30, 2004) ================================================================================ UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ----------------------------- FORM 10-QSB QUARTERLY REPORT PURSUANT SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 ----------------------------- For the quarterly period ended June 30, 2004 Commission File Number 0-303000 ZAP ---------------------------------------------- (NAME OF SMALL BUSINESS ISSUER IN ITS CHARTER) CALIFORNIA 94-3210624 - ------------------------------- ---------------- (STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.) 501 FOURTH STREET SANTA ROSA, CA 95401 (707) 525-8658 ------------------------------------------------------------- (Address, including zip code, and telephone number, including area code, of registrant's principal executive offices) SECURITIES REGISTERED UNDER SECTION 12(b) OF THE EXCHANGE ACT: None SECURITIES REGISTERED UNDER SECTION 12(g) OF THE EXCHANGE ACT: Common Shares Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act during the past 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 [_] State the number of shares outstanding of each of the issuer's classes of common equity, as of the latest practicable date. 19,916,596 shares of common stock as of August 13, 2004. Transitional Small Business Disclosure Format Yes [_] No [X] ================================================================================ ZAP FORM 10-QSB INDEX PAGE NO. -------- PART I. FINANCIAL INFORMATION Item 1. Consolidated Financial Statements (unaudited): Condensed Consolidated Balance Sheet as of June 30, 2004 ..................................... 2 Condensed Consolidated Statements of Operations for the Three and Six Months Ended June 30, 2004 and 2003.... 3 Consolidated Statements of Cash Flows for the Six Months Ended June 30, 2004 and 2003...................... 4 Notes to Condensed Consolidated Financial Statements..... 5 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations...................... 11 Item 3. Controls and Procedures.................................. 16 PART II. OTHER INFORMATION Item 1. Legal Proceedings........................................ 17 Item 2. Changes in Securities and Use of Proceeds................ 17 Item 3. Defaults Upon Senior Securities.......................... 17 Item 4. Submission of Matters to a Vote of Security Holders...... 17 Item 5. Other Information - Subsequent Events.................... 18 Item 6. Exhibits and Reports on Form 8-K......................... 18 SIGNATURES .................................................................. 19 1 Part I. FINANCIAL INFORMATION Item 1. Financial Statements ZAP CONDENSED CONSOLIDATED BALANCE SHEET (UNAUDITED) (IN THOUSANDS)
June 30, 2004 ------------ ASSETS CURRENT ASSETS Cash and cash equivalents $ 2,467 Accounts receivable, net of allowance for doubtful accounts of $537 281 Inventories 1,548 Prepaid expenses and other current assets 1,707 ------------ Total current assets 6,003 PROPERTY AND EQUIPMENT, net of accumulated depreciation of $1,122 3,504 OTHER ASSETS License and distribution fee, net 8,850 Patents and trademarks, net 170 Goodwill 476 Deposits and other 89 ------------ Total assets $ 19,092 ============ LIABILITIES AND SHAREHOLDERS' EQUITY CURRENT LIABILITIES Current portion of long-term debt $ 1,075 Accounts payable 99 Accrued liabilities 867 Deferred revenue 535 ------------ Total current liabilities 2,576 LONG-TERM LIABILITIES Long -term debt, less current portion, net of discount of $37 2,075 ------------ Total liabilities 4,651 ------------ SHAREHOLDERS' EQUITY Preferred stock, authorized 50 million shares; no par value, 9,047 shares issued and outstanding 9,750 Common stock, authorized 100 million shares; no par value; 16,020,548 shares issued and outstanding 30,935 Notes receivable from shareholders, net (56) Accumulated deficit (26,188) ------------ Total shareholders' equity 14,441 ------------ Total liabilities and shareholders' equity $ 19,092 ============
See accompanying notes to condensed consolidated financial statements (Unaudited) 2 ZAP CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED) (THOUSANDS, EXCEPT SHARE AMOUNTS)
THREE MONTHS ENDED JUNE 30 SIX MONTHS ENDED JUNE 30 ------------------------------ ------------------------------ 2004 2003 2004 2003 ------------ ------------ ------------ ------------ NET SALES $ 1,072 $ 1,366 $ 2,392 $ 2,894 COST OF GOODS SOLD 833 1,190 1,817 2,395 ------------ ------------ ------------ ------------ GROSS PROFIT 239 176 575 499 ------------ ------------ ------------ ------------ OPERATING EXPENSES Sales and marketing 209 151 408 342 General and administrative (non-cash of $1,278 in 2004 and $208 in 2003) 1,636 754 3,192 1,318 Loss on disposals of fixed assets 63 100 63 100 ------------ ------------ ------------ ------------ 1,908 1,005 3,663 1,760 ------------ ------------ ------------ ------------ LOSS FROM OPERATIONS BEFORE REORGANIZATION ITEMS, OTHER INCOME (EXPENSE) AND INCOME TAXES (1,669) (829) (3,088) (1,261) ------------ ------------ ------------ ------------ OTHER INCOME (EXPENSE) Interest income (expense) (30) 1 (60) (7) Other income (expense) 385 (207) 393 (207) ------------ ------------ ------------ ------------ 355 (206) 333 (214) ------------ ------------ ------------ ------------ LOSS BEFORE REORGANIZATION ITEMS AND INCOME TAXES (1,314) (1,035) (2,755) (1,475) REORGANIZATION ITEMS: Professional fees 5 15 13 15 ------------ ------------ ------------ ------------ LOSS BEFORE INCOME TAXES (1,319) (1,050) (2,768) (1,490) ------------ ------------ ------------ ------------ PROVISION FOR INCOME TAXES -- -- 2 2 ------------ ------------ ------------ ------------ NET LOSS $ (1,319) $ (1,050) $ (2,770) $ (1,492) ============ ============ ============ ============ NET LOSS PER COMMON SHARE BASIC AND DILUTED $ (0.09) $ (0.09) $ (0.19) $ (0.14) ============ ============ ============ ============ WEIGHTED AVERAGE OF COMMON SHARES OUTSTANDING -- BASIC AND DILUTED RESTATED FOR 2003 14,139 11,197 14,678 10,352 ------------ ------------ ------------ ------------
See accompanying notes to condensed consolidated financial statements (unaudited). 3 ZAP CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) (IN THOUSANDS)
SIX MONTHS ENDED JUNE 30, ------------------------------ 2004 2003 ------------ ------------ CASH FLOWS FROM OPERATING ACTIVITIES Net loss before reorganization items $ (2,770) $ (1,490) Adjustments to reconcile net loss to net cash used for operating activities: Issuance of stock and warrants for services 1,278 208 Loss on disposal of assets 63 100 Amortization on note discount 24 -- Depreciation and amortization 312 133 Allowance for notes receivable 111 -- Allowance for doubtful accounts 74 205 Changes in other items affecting operations Receivables (40) (96) Inventories 360 335 Prepaid expenses and other assets (147) (57) Accounts payable (439) 262 Advances from related party -- (54) Accrued liabilities (292) (24) Deferred revenue 245 -- ------------ ------------ Net cash used in operating activities (1,221) (478) ------------ ------------ CASH FLOWS FROM INVESTING ACTIVITES Acquisiton of distribution license (1,000) -- Purchase of equipment (15) (5) ------------ ------------ Net cash used for investing activities (1,015) (5) ------------ ------------ CASH FLOWS FROM FINANCING ACTIVITIES Sale of preferred stock 1,128 -- Sale of common stock and warrants, net of stock offering costs 2,028 436 Proceeds from issuance of long-term debt 1,000 228 Payments on long-term debt (4) (78) ------------ ------------ Net cash provided by financing activities 4,152 586 ------------ ------------ NET INCREASE IN CASH AND CASH EQUIVALENTS 1,916 103 CASH AND CASH EQUIVALENTS, beginning of period 551 350 ------------ ------------ CASH AND CASH EQUIVALENTS, end of period $ 2,467 $ 453 ============ ============
See accompanying notes to condensed consolidated financial statements (Unaudited) 4 ZAP NOTES TO THE INTERIM UNAUDITED FINANCIAL STATEMENTS (1) BASIS OF PRESENTATION The financial statements included in this Form 10-QSB have been prepared by us, without audit. Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted, although management believes the disclosures are adequate to make the information presented not misleading. The results of operations for any interim period are not necessarily indicative of results for a full year. These statements should be read in conjunction with the financial statements and related notes included in the Company's Annual Report on Form 10-KSB for the year ended December 31, 2003. The financial statements presented herein, for the three and six months ended June 30, 2004 and 2003 reflect, in the opinion of management, all material adjustments consisting only of normal recurring adjustments necessary for a fair presentation of the financial position, results of operations and cash flow for the interim periods. The Risks Related to Our Business The Company has a history of losses, and the Company might not achieve or maintain profitability. The Company's continuation as a going concern is directly dependent upon our ability to increase sales and receive additional financing. The Company has raised approximately $3.5 million in new capital thus far in 2004 but will require substantial additional capital in the short term to realize its business objectives, in particular the creation of a distribution network for and sales of advanced transportation and SMART(R) Cars. There can be no assurance that additional capital would be available, or if it is available, that it would be on acceptable terms. A substantial portion of the Company's growth in the past three years has come through acquisitions and the Company may not be able to identify, complete and integrate future acquisitions. Other risks include, but are not limited to, the following: We face intense competition, which could cause us to lose market share. Changes in the market for electrical or fuel-efficient vehicles could cause our products to become obsolete or lose popularity. We cannot assure you that growth in the electric vehicle industry or fuel-efficient cars will continue and our business may suffer if growth in the electric vehicle industry or fuel-efficient market decreases or if we are unable to maintain the pace of industry demands. We may be unable to keep up with changes in electric vehicle or fuel-efficient technology and, as a result, may suffer a decline in our competitive position. The failure of certain key suppliers to provide us with components could have a severe and negative impact upon our business. Product liability or other claims could have a material adverse effect on our business. We may not be able to protect our Internet address. Our success is heavily dependent on protecting our intellectual property rights. (2) SIGNIFICANT ACCOUNTING POLICIES ACCOUNTING FOR STOCK-BASED COMPENSATION Statement of Financial Accounting Standards (SFAS) No. 123, Accounting for Stock-Based Compensation, as amended by SFAS No. 148, Accounting for Stock-Based Compensation- Transition and Disclosure, establishes a fair-value method of accounting for stock options and similar equity instruments. The fair-value method requires that compensation cost be measured on the value of the award at the grant date, and recognized over the service period. SFAS No.123 as amended allows companies to either account for stock-based compensation to employees under the provisions of SFAS No. 123 as amended or under the provisions of Accounting Principles Board (APB) Opinion No. 25 or its related interpretations. The company accounts for its stock-based compensation to employees in accordance with the provisions of APB opinion No. 25. 5 The Company has recorded deferred compensation for the difference, if any, between the exercise price and the deemed fair market value of the common stock for financial reporting purposes of stock options granted to employees. The compensation expense related to such grants is amortized over the vesting period of the related stock options on a straight-line basis. The Company accounts for equity instruments issued to non-employees in accordance with the provisions of SFAS No. 123, as amended, and Emerging Issues Task Force (EITF) Issues No.96-18 Accounting for Equity Instruments that Are Issued to other than Employees for Acquiring, or in Conjunction with Selling, Goods or Services. Had the Company determined compensation cost based on the fair value at the grant date for its employee stock options and purchase rights under SFAS No. 123, the Company's net loss would have been increased to the pro forma amounts indicated below for the three and six-month periods ended June 30.
IN THOUSANDS EXCEPT PER SHARE AMOUNTS THREE MONTHS ENDED JUNE 30 SIX MONTHS ENDED JUNE 30 ------------------------------ ------------------------------ 2004 2003 2004 2003 ------------ ------------ ------------ ------------ Net loss $ (1,319) $ (1,050) $ (2,770) $ (1,492) Deduct: Employee stock-based compensation expense determined under fair value (27) (10) (42) (60) ------------ ------------ ------------ ------------ Pro forma $ (1,346) $ (1,060) $ (2,812) $ (1,552) ============ ============ ============ ============ Basic and diluted per share: As reported $ (0.09) $ (0.09) $ (0.19) $ (0.14) ============ ============ ============ ============ Pro forma $ (0.10) $ (0.09) $ (0.19) $ (0.15) ============ ============ ============ ============
NET LOSS PER SHARE ATTRIBUTABLE TO COMMON STOCKHOLDERS Basic and diluted loss per common share is based on the weighted average number of common shares outstanding in each period. Potential dilutive securities associated with stock options, warrants and conversion of debt have been excluded from the diluted per share amounts, since the effect of these securities would be anti-dilutive. At June 30, 2004, these potentially dilutive securities include options for 3,425,000 common shares, warrants for 39,636,033 shares of common stock, debt convertible into 1,930,000 shares of common stock and preferred shares that can be converted into 9,047,000 common shares. The Company has also approximately 2.9 million shares of common stock outstanding that were pledged as collateral for a long-term loan that has not funded. The prospective lender notified the Company in December 2003 that the shares have been lost, however they have not been cancelled to date. Thus the net loss per common share and weighted average number of common shares outstanding have been restated for 2003 and do not include the 2.9 million shares that were lost. PRINCIPLES OF CONSOLIDATION - The accounts of the Company and its consolidated subsidiaries are included in the condensed consolidated financial statements after elimination of significant inter-company accounts and transactions. USE OF ESTIMATES - The preparation of financial statements in accordance with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the amounts reported in the Company's financial statements and accompanying notes. Actual results could differ materially from those estimates. Significant estimates include; ACCOUNTS RECEIVABLE - The Company performs ongoing credit evaluations of its customers' financial condition and generally requires no collateral from its customers. The Company maintains allowances for doubtful accounts for estimated losses resulting from the inability of its customers to make required payments. If the financial condition of the Company's customers should deteriorate, resulting in an impairment of their ability to make payments, additional allowances may be required. INVENTORY - The Company maintains reserves for estimated excess, obsolete and damaged inventory based on projected future shipments using historical selling rates, and taking into account market conditions, inventory on-hand, 6 purchase commitments, product development plans and life expectancy, and competitive factors. If markets for the Company's products and corresponding demand were to decline, then additional reserves may be deemed necessary. LEGAL ACCOUNTS - The Company estimates the amount of potential exposure it may have with respect to litigation claims and assessments. The Company settled a legal action in July 2004 for $42,000 plus legal fees and the case is now dismissed. This settlement resulted in other income of $385,000 for the three and six months ended June 30,2004. RECOVERY OF LONG-LIVED ASSETS - The Company evaluates the recovery of its long-lived assets periodically by analyzing its operating results and considering significant events or changes in the business environment. WARRANTY - The Company provides 30 to 90 day warranties on its personal electric products and records the estimated cost of the product warranties at the date of sale. The estimated cost of warranties has not been significant to date. Should actual failure rates and material usage differ from our estimates, revisions to the warranty obligation may be required. RECENT ACCOUNTING PRONOUNCEMENTS: In December 2003, the Securities and Exchange Commission (SEC) issue Staff Accounting Bulletin No.104, Revenue Recognition (SAB 104), which superceded Staff Bulletin No. 101 Revenue Recognition in Financial Statements (SAB 101). SAB 104 rescinds accounting guidance contained in SAB 101 related to multiple elements revenue arrangement, superceded as a result of the issuance of Emerging Issues Task Force Issue No. 00-21 (EITF 00-21), Accounting for Revenue Arrangement with Multiple Deliverables. Additionally, SAB 104 rescinds the SEC's Revenue Recognition in Financial Statements Frequently Asked Questions and Answers (the FAQ) issued with SAB 101 that had been codified in SEC topic 13, Revenue Recognition. While the wording of SAB 104 has changed to reflect the issuance of EITF 00-21, the revenue recognition principles of SAB 101 remain largely unchanged by the issuance of SAB 104. The Company adopted SAB 104 on the first day of 2004. The adoption of SAB 104 did not have an impact on the Company's condensed consolidated financial statements. In April 2003, FASB issued SFAS 149, Amendment of Statement 133 on Derivative Instruments and Hedging Activities. This statement amends and clarifies the financial accounting and reporting requirements, as were originally establishing in SFAS 133, for derivative instruments and hedging activities. SFAS 149 provides greater clarification of the characteristics of a derivative instrument so that contracts with similar characteristics will be accounted for consistently. This statement is effective for contracts entered into or modified after June 30, 2003, as well as for hedging relationships designated after June 30,2003, excluding certain implementation issues that have been effective prior to this date under SFAS 133. The Company's adoption of this statement has not had a material impact on our results of operations or financial condition. In January 2003, the FASB issued FASB Interpretation (FIN) No. 46, Consolidation of Variable Interest Entities, an Interpretation of Accounting Research Bulletin No. 51. FIN 46 provides guidance on how to apply the controlling financial interest criteria in ARB 51 to variable interest entities ("VIE"). Given the complexity of FIN 46 and implementation issues after its original issuance, particularly respect to its scope and application of the consolidation model, FASB staff issued several FASB staff positions throughout 2003 to clarify the Board's intent on certain of the interpretation's provisions. In December 2003, the Board issued FIN 46R to address certain technical corrections and clarify the implementation issues that had arisen. In general, a VIE is subject to consolidation if it has (1) an insufficient amount of equity for the entity to carry on its principle operations without additional subordinated financial support provided by any parties, (2) a group of equity owners that are unable to make decisions about the entity's activities or (3) equity that does not absorb the entity's losses or receive the entity's benefits. Variable interest entities are to be evaluated for consolidation based on all contractual, ownership or other interest that expose their holder to the risk and rewards of the entity. These interests may include equity investments, loans, leases, derivatives, guarantees, service and management contracts and other instruments whose values change with changes in the VIE. Any of these interests may require its holder to consolidate the entity. The holder of a variable interest that receives the majority of the potential variability in 7 gains or losses of the VIE is the VIE's primary beneficiary and is required to consolidate the VIE. FIN 46R became effective immediately for entities created after January 31, 2003. It applies in the first fiscal year or interim period beginning after December 15, 2003, to variable interest entities in which an enterprise holds a variable interest that it acquired before February 1, 2003.The Company has determined that the adoption of the provisions of FIN 46 will not have an impact upon its financial condition or results of operations. (3) INVENTORIES - The Inventories at June30, 2004 are summarized as follows (thousands): Vehicles $ 602 Raw Materials 476 Finished Goods 780 ------ 1,858 Less-inventory reserve (310) ------ $1,548 ====== (4) LICENSE AND DISTRIBUTION FEE On April 19, 2004, ZAP entered into an Exclusive Purchase, License and Supply Agreement with Smart-Automobile LLC, a California limited liability company (Smart Auto), to distribute and manufacture "smart" cars. Smart cars is the brand name of 3-cyclinder gas turbo engine cars manufactured by Daimler Chrysler AG, which can achieve an estimated fuel economy up to 60 miles per gallon. Smart Automobile LLC is not affiliated with Daimler Chrysler, but is a direct importer. Under the agreement ZAP will be the exclusive distributor and licensee of the right to manufacture Smart(R) cars in the United States and the non-exclusive distributor and licensee outside of the United States for a period of ten years from Smart-Automobile LLC. However, it is rumored that in 2006 Mercedes Benz plans to import a 4- door version of the Smart(R) Car that is produced in Brazil. Subject to the terms of the agreement, ZAP will pay Smart-Auto a license and distribution fee of $10,000,000: a $1 million payment in cash was made upon execution of the agreement, $1 million payable in cash ratably with the delivery of the first 1,000 smart cars, and $8 million payable in ZAP preferred stock. The Company has recorded the License and Distribution based upon the agreed value between the parties as outlined in the "Exclusive Purchase, License and Supply Agreement" dated April 19, 2004 with Smart Automobile LLC to manufacture and distribute the Smart(R) Car. An independent appraisal of the fair value of the License and Distribution Fee has not as of yet been obtained since the Company tests for impairment of intangible assets annually. The Company may experience an adjustment to the value of the License and Distribution Fee at year-end depending on the outcome of an independent appraisal. The License and Distribution Fee is currently being amortized monthly over ten years, which is the term of the agreement. Sales of the Smart (R) Car cannot be made by the Company until approval is received by the U. S. Environmental Protection Agency (EPA) who are presently testing the automobile. Management is anticipating that approval will be received in late August of 2004. (5) CURRENT PORTION OF LONG-TERM DEBT - On April 12, 2004, the Company received $1 million in cash in exchange for a convertible promissory note from a private investor and shareholder. The note accrues interest at the rate of 1.47% per annum with a due date of June 1, 2005 for the entire principal and interest. After November 1, 2004, the note and accrued interest may be converted at the holder's election into Series A-2 Preferred Stock. (6) STOCKHOLDERS' EQUITY - On July 1, 2002, ZAP's stock began trading on the National Association of Securities Dealers, Inc. Electronic Bulletin Board (the "OTC Bulletin Board") under the new stock symbol of ZAPZ. 8 During the second quarter ended June 30, 2004, the Company issued approximately 9,200 shares of preferred stock, which is convertible into 9.1 million shares of Common Stock. The preferred stock was issued for the following: 8,000 shares were issued to Smart-Automobile, Inc. for a license and distribution fee for the Smart Car, 500 shares for the purchase of automobile inventory and 700 shares to investors in exchange for cash. The Company issued approximately 999,000 shares of restricted common stock during the second quarter ended June 30, 2004. The stock was issued for the following: 557,000 shares for the conversion of preferred into common, 102,000 shares were issued in exchange for investment funds by shareholders, 41,000 shares for rental expenses, 62,000 shares for repairs on the corporate building, 182,000 shares for legal, consulting and advertising, 22,000 for inventory purchases and 33,000 for Employee bonuses and severance. During the second quarter of 2004, the Company issued approximately 3,960,000 of Series B Restricted Warrants with an exercise price of $1.07. The warrants were issued for the following: 2,200,000 warrants for consulting, 1,260,000 warrants in conjunction with investment funds received and 500,000 warrants for inventory purchases. The warrants issued to consultants were valued between $0.15 and $1.54 based on the stock price on the date of grant as valued under the Black-Scholes pricing model. General and Administrative expenses of $190,000 have been recorded during the second quarter of 2004 related to these warrant issuances. The Company issued at an exercise price of $1.00 approximately 1,150,000 Series K Warrants during the second quarter of 2004. The Warrants were issued for the following: 1,000,000 warrants for consulting and 150,000 warrants for employee bonuses. The warrants issued to consultants were valued at $0.51 based on the stock price on the date of grant as valued under the Black-Scholes pricing model. General and Administrative expenses of $85,000 have been recorded during the second quarter of 2004 related to these warrant issuances. Employees of the Company were also granted a total of 1.8 million stock options under the 2002 ZAP Employee Stock Option Plan. The options are priced at $0.56 and $1.26 and vest over a period of three years. The Company issued 1,035 shares of preferred stock in the first quarter ended March 31, 2004, which is convertible into 1.0 million shares of common stock. ZAP received $460,000 from investors in exchange for 460 shares of preferred stock. Approximately 316 shares of preferred stock were issued in payment for legal, consulting and professional services. In addition, 259 preferred shares were issued to purchase inventory and selected assets. During the first quarter of 2004, the Company issued approximately 3.8 million Series B restricted Warrants priced at $1.07. The warrants were issued for the following: 2.0 million for preferred investors mentioned above, 1.6 million for consulting services and 200,000 for the purchase of inventory and electric automobiles. The warrants issued to consultants were valued between $0.30 and $0.39 based on the stock price on the date of grant as valued under the Black-Scholes pricing model. General and Administration expenses of $530,000 have been recorded during the first quarter of 2004 related to these warrant issuances. On July 29, 2004, The Company filed a Form 8-K with the SEC to announce that the Board of Directors has extended the expiration date of its Series B Warrants and Series B-2 Restricted Warrants by an additional six months from July 1, 2004, and increased the exercise price from $1.07 to $1.26. In addition, for each warrant exercised before August 31, 2004, the Company will issue the holder of the warrant an additional warrant for an equal amount of shares that are exercisable for one year at an exercise price of $2.50 per share. The Company has also approximately 2.9 million shares of common stock outstanding that were pledged as collateral for a long-term loan that has not funded. The prospective lender notified the Company in December 2003 that the shares have been lost, however they have not been cancelled to date. These shares were not included in the weighted average shares outstanding calculation. The Company is still holding notes receivable from shareholders of $864,170, less a reserve of $807,900 resulting in a net balance due of $56,270 at June 30, 2004. The notes were given to the Company last year by three shareholders in exchange for restricted and unrestricted common stock. Reserves were established for two of the shareholder notes, since one of the shareholders has not met the agreed upon payment terms and the other shareholder has not assigned collateral as required by the notes. The Company has hired an attorney to pursue collection from the shareholders. 9 (7) LITIGATION - From time to time, the Company is subject to legal proceedings and claims in the ordinary course of business, including employment-related and trade related claims. A dormant complaint filed in 2002 against the RAP Group and Steve Schneider (CEO of ZAP) individually was reactivated by the plaintiff (Jim Arnold Trucking). The Compliant alleges Breach of Contract, Promissory Estoppel and Fraud and seeks contract damages in the amount $71,000 plus monthly storage fees and punitive damages. Management believes that the ultimate resolution of this claim will not have a material adverse effect on our financial position or on results of operations. The RAP Group has been on probation with the California Department of Motor Vehicles (DMV) for a period of two years that ended on June 12, 2004. The probationary action was primarily due to the RAP Group's untimely transfers of documents for sales of vehicles and lack of compliance with Motor Vehicle Pollution Control guidelines on certain automobile sales. In June of 2004, the California Department of Motor Vehicles filed an Accusation and Petition To Revoke Probation and at present the RAP's Group probation has been extended until the matters are resolved with the DMV. The Company has requested a hearing date with the DMV and intends to refute the accusations. As part of ZAP's original business plan, management is considering converting, depending upon the sales volume, and the dealership into a wholesale distributor for its electric cars. The action that was pending against ZAP in the United States Bankruptcy Court for the Northern District of California, Santa Rosa Division, entitled Esquire Trade and Finance, Ltd., and Celeste Trust Reg. v. ZAP, Adversary Proceeding Number 03-1187 was settled in May 2004. This was an action brought by the Plaintiffs against ZAP for declaratory relief in which they ask the court to issue a declaratory judgment that ZAP's purported redemption of the Plaintiff's Class A Warrants in February of 2003 is ineffective. The Compromise and settlement required the Company to issue Series A Warrants to the Plaintiffs pursuant to ZAP's Second Amended Plan of Reorganization of June 17, 2002 no cash damages were required to be paid. On May 20, 2003, the RAP Group, Inc., a wholly owned subsidiary of ZAP was named as a defendant in a lawsuit filed in the Superior Court of California by Fireside Thrift Co. The suit alleges breach of contract and misrepresentation with respect to the Dealer Agreement. The plaintiff was seeking damages in the amount of $546,108 plus interest. The Company settled the action in July 2004 for $42,000 plus legal fees and the case is now dismissed. This settlement resulted in other income of $385,000 for the three and six months ended June 30, 2004. (8) SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: Six Months Ended June 30, --------------------- 2004 2003 -------- -------- Cash paid during the period for interest $ -- $ -- Cash paid during the period for income taxes $ 2 $ 2 Non-cash investing and financing activities: Stock issued to acquire distribution license $ 8,000 $ -- Note and stock issued to purchase land and building $ -- $ 3,292 Stock issued for: Purchase of equipment $ 68 $ 13 Inventory purchases $ 480 $ 28 Prepaid expenses $ 1,083 $ 198 Repayment of long-term debt $ -- $ 56 Notes receivable $ -- $ 1,015 Advance on future inventory purchases $ -- $ 325 10 (9) SUBSEQUENT EVENTS- On July 29, 2004, the Company filed a Form 8-K with the SEC to announce that it had entered into a $24.5 million common stock purchase agreement with Fusion Capital Fund II, LLC, a Chicago based institutional investor. In accordance with the agreement, Fusion Capital has initially purchased 200,000 shares of ZAP's common stock at a price of $2.50 per share. Fusion Capital has also committed to purchase an additional $24 million of common stock over a 40-month period at a purchase price based upon the market price of ZAP's common stock on the date of each sale without any fixed discount to the market price. The proceeds will be utilized to accelerate the development and commercialization of the Company's full-line of advanced technology vehicles and to purchase additional inventory of Smart Cars. Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS. Special Note Regarding Forward-Looking Statements- Certain statements in this Form 10-QSB, including information set forth under this Item 2. "Management's Discussion and Analysis of Financial Condition and Results of Operations" constitute "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995 (the "Act"). We desire to avail ourselves of certain "safe harbor" provisions of the Act and are therefore including this special note to enable us to do so. Forward-looking statements included in this Form 10-QSB or hereafter included in other publicly available documents filed with the Securities and Exchange Commission, reports to our stockholders and other publicly available statements issued or released by us involve known and unknown risks, uncertainties, and other factors which could cause our actual results, performance (financial or operating), or achievements to differ from the future results, performance (financial or operating), or achievements expressed or implied by such forward looking statements. Such future results reflect our best estimates based upon current conditions and the most recent results of operations. OVERVIEW ZAP (the "Company" or "ZAP") was incorporated under the laws of the State of California on September 23, 1994, as "ZAP Power Systems." The name of the Company was changed to "ZAPWORLD.COM" on May 16, 1999 in order to increase our visibility in the world of electronic commerce. We subsequently changed our name to ZAP on June 18, 2001 in order to reflect our growth and entry into larger, more traditional markets. The Company has grown from a single product line to a full line of electric vehicle and advanced transportation products. Most of the Company's domestic manufacturing has been transferred to lower-cost overseas contract manufacturers. The Company's business strategy has been to develop, acquire and commercialize advanced transportation including electric vehicles, electric vehicle power systems, low emission vehicles and fuel efficient cars, such as the SMART(R) Car, which have fundamental, practical and environmental advantages over available internal combustion modes of transportation that can be produced commercially on an economically competitive basis. In 2004, the Company continued to enhance and broaden its electric vehicle and fuel-efficient product line. The Company intends to further expand its technological expertise through an aggressive plan of acquisitions of companies with exciting new products in the advanced transportation industry and strategic alliances with certain manufacturers, distributors and sales organizations. The Company's business goal is to become the largest and most complete distribution portal for advanced transportation (fuel efficient) and electric vehicles. In 2004, the Company continued to accelerate its market 11 positioning in the electric vehicle industry. The Company is now focused on creating a distribution channel for its vehicles, with special emphasis on entrepreneurs in the power-sport and independent auto industry. According to various sources, the Company has developed perhaps the strongest brand names in the electric vehicle industry. PRODUCT SUMMARY - ZAP markets many forms of advanced transportation, including electric automobiles, motorcycles, bicycles, scooters, personal watercraft, neighborhood electric vehicles, commercial vehicles and gas fuel economy vehicles. Additionally, the Company produces the electric scooter, known as the ZAPPY(R), which is manufactured by the Company, using parts supplied by various subcontractors. ELECTRIC VEHICLE RENTAL PROGRAM - ZAP established ZAP Rental Outlet in 2002 to rent neighborhood electric vehicles in tourist locations. ZAP plans to solicit the participation of rental agencies and other locations for the program. Neighborhood electric cars are a new category of 25 MPH automobiles designed for short trips in urban areas, planned communities, commercial zones or tourist districts. The smaller, low-speed electric cars are a new alternative in places concerned with air and noise pollution, high fuel prices, traffic congestion or parking shortages. In September 2003 the Company acquired a fleet of approximately 100 electric cars, which are being rented to the public at three locations on the main Casino strip in Las Vegas. The purchase was completed in exchange for stock and warrants. VEHICLE DEALERSHIP PROGRAM - The Company began establishing Electric Vehicle Dealerships in various locations in the United States in the fourth quarter of 2003. The new car dealer pays the Company a fee and in return may apply with the respective state to become a licensed new car electric vehicle dealership. The Company also receives a commitment from the new car dealer to purchase a minimum number of electric automobiles annually. The Company intends to expand this network to include the gasoline fuel efficient SMART(R) Car. RESEARCH AND PRODUCT DEVELOPMENT The Company has primarily become a marketer and distributor of products and is only involved in the manufacturing of the ZAPPY Scooters. Thus, we do not require large expenditures for internal research and development costs. In order to maintain our competitive advantage the Company searches globally for the latest technological advances in electric transportation and then determines the feasibility of including the new item into our product. CURRENT PRODUCT LINE The Company's existing product line, which includes new and planned introductions, is as follows: Smart Cars-This vehicle has a gas turbo engine with estimated fuel economy of 60 miles per gallon. This car is a two-passenger coupe that is eight feet in length that provides ample room for two adult passengers. Other "smart" features and options of the Smart(R) car include a 61-hp, 3-cyclinder turbocharged engine, equipped with an advanced electronic stabilization program, or ESP, an anti-skid design that throttles the engine torque along with an anti-lock braking system. The unique 6-speed automatic gear transmission with kick down function allows the user to switch between "automatic" and "manual" gear shifting via a control program that changes gears in response to varying driving characteristics. ZAPCAR (TM) - This electric vehicle is made in China and is the first of its kind to utilize an advanced drive train powered by an asynchronous AC motor system delivering up to four times the horsepower of other models in its class. The Company signed an exclusive agreement to import this nearly completed vehicle into the United States. ZAP LIGHT UTILITY VEHICLE (LUV) - This vehicle is a new kind of automobile called a Neighborhood Electric Vehicle (NEV). A new category of automobile was created for the many car trips people take for inter-city transportation, planned communities, commercial zones and tourist areas. The LUV sports a European design that comes from Italy. The vehicle has speeds up to 25 mph, has room for two and plugs into any normal household electric outlet. The LUV was selected as a finalist for Tech-TV's Best of the Consumer Electronic Show held in Las Vegas in January 2003. 12 ZAPPY(R) - This electric scooter is a stand-up, portable, lightweight scooter featuring a 12-volt battery with a built-in charger and a collapsible frame. Its patented design includes a unique folding mechanism and proprietary circuitry, which increases the efficiency and range of the vehicle. In the fourth quarter last year, we introduced a new 2002 ZAPPY(R) Scooter, which offered significant upgrades over the previous design, from performance and construction to look. ZAPPY 3 - This three-wheeled scooter uses a new, powerful drive technology built into the hub of the front wheel, which offers increased stability while enhancing the maneuverability. The riding platform has two smaller wheels on either side with the larger wheel motor in front, so a person can ride in standing position with both feet placed side-by-side, rather than skateboard-style standing sideways like on the original ZAPPY(R). OTHER ELECTRIC VEHICLES - Commercial road and highway. Under various distribution agreements, the Company has the rights to a wide spectrum of personal and industrial electric vehicles. MICROPROCESSOR DRIVE CONTROLLERS - The Company is working to develop a series of low cost proprietary motor controller microprocessors for all of its electric vehicles, which is believed to increase efficiency and lower costs of operation. SUBSIDIARY BUSINESSES - The Company completed its acquisition of Voltage Vehicles ("VV") and RAP Group on July 1, 2002. Voltage Vehicles is a Sonoma County-based Nevada Corporation with exclusive distribution contracts for advanced transportation in the independent auto dealer network, including rights to one of the only full-performance electric cars certified under federal safety standards. The RAP Group ("RAP") owns an auto dealership focused on the independent automotive and advanced technology vehicle markets. A Voltage Vehicle authorized dealer, RAP showcases an array of advanced transportation at its dealership in Fulton, California. Voltage Vehicles, which began business in February 2001, is a relatively new enterprise. The Company has a $123,500 backlog of orders and purchase contracts in hand for various products and electric vehicles as of August 13, 2004. The Company expects to fill these orders within the current fiscal year. Some of the significant events for the Company that since the last quarterly report were as follows: 1. On July 29, 2004, the Company entered into a $24.5 million common stock purchase agreement with Fusion Capital Fund II, LLC, a Chicago based institutional investor. In accordance with the agreement, Fusion Capital has initially purchased 200,000 shares of ZAP's common stock at a price of $2.50 per share. 2. The Company also secured a $45 million floor plan line of credit with Clean Air Motor, LLC to provide financing to qualified ZAP dealers to purchase their auto inventory. 3. ZAP signed an exclusive purchase, license and supply agreement with Smart Automobile LLC (SA). The Smart Car has a 3-cylinder turbo gas engine with estimated fuel economy up to 60 miles per gallon. 4. ZAP has raised approximately $1.5 million in new funds thus far as a result of various fund raising and stock promotions. The Company also received funds from shareholders exercising their Series B Warrants. The cash position has increased to approximately $2.5 million at June 30, 2004. 5. Two pending legal matters were favorably settled by the Company with minor effect on the financial statements. 13 RESULTS OF OPERATIONS The following table sets forth, as a percentage of net sales, certain items included in the Company's Income Statements (see Financial Statements and Notes) for the periods indicated:
THREE MONTHS ENDED JUNE 30 SIX MONTHS ENDED JUNE 30 ------------------ ------------------ 2004 2003 2004 2003 ------ ------ ------ ------ STATEMENTS OF OPERATIONS DATA: Net sales .............................. 100% 100% 100% 100% Cost of sales .......................... 77.7 87.1 76.0 82.7 Gross profit ........................... 22.3 12.9 24.0 17.3 Operating expenses ..................... 178.0 73.6 153.1 60.8 Loss from operations before other income and expense .................. (155.7) (60.7) (129.1) (43.6) Other income (expenses) ................ 33.1 (15.1) 13.9 (7.4) Loss before reorganization items ....... (122.6) (75.8) (115.3) (51.0) Reorganization items-professional fees.. 0.4 1.1 0.5 0.5 Net loss ............................... (123.0) (76.9) (115.8) (51.5)
QUARTER ENDED JUNE 30, 2004 COMPARED TO QUARTER ENDED JUNE 30, 2003 NET SALES for the quarter ended June 30, 2004 were $1.1 million compared to $1.4 million in 2003. RAP's net sales for the period were $780,000 versus $795,000 in 2003. The net sales for ZAP only were $292,000 versus $571,000 in 2003. The sales were less than last year due to the slow economy for both consumer goods and auto sales at RAP Group. GROSS PROFIT was $239,000 for the second quarter ended June 30, 2004 compared to $176,000 for the quarter ended June 30, 2003. The RAP Group accounted for $133,000 of the gross profit for the quarter ended June 30, 2004 versus $54,000 in 2003. ZAP's gross profit excluding the RAP Group, decreased from $122,000 to $106,000 in 2004. The increase in gross profit was due to product mix. SALES AND MARKETING EXPENSES in the second quarter of 2004 were $209,000 as compared to $151,000 in 2003. As a percentage of sales it represents an increase from 11% to 19% in 2004. RAP's expenses were $41,000 versus $33,000 in 2003. ZAP's expenses were $168,000 versus $118,000 in 2003. RAP's increase was due to higher advertising costs during the second quarter of 2004. While ZAP's increase in expenses was due to higher salaries and marketing expenses. GENERAL AND ADMINISTRATIVE expenses for 2004 were $1,636,000 as compared to $754,000 in 2003. RAP's portion of the expenses was $157,000 versus $172,000 in 2003. For ZAP the expenses increased from $582,000 to $1,479,000. As a percentage of sales, general and administration expenses increased from 55% of sales to 153% of sales. RAP's decrease of $15,000 was primarily due to lower bad debt expenses. ZAP's increase of $897,000 was due to higher consulting, professional fees and bad debt estimates. LOSS ON DISPOSAL OF FIXED ASSETS was due to the write-off of certain leasehold improvements where the Company has never utilized certain excess rental office space that was renovated by the Company. INTEREST EXPENSE increased by $31,000 in the second quarter of 2004 and is due to the quarterly interest for the note payable for the building purchase on March 31, 2003. OTHER INCOME INCREASED from an expense of $207,000 in the second quarter of 2003 to an income of $385,000 in second quarter ended June 30, 2004 due to the settlement of a lawsuit with a favorable adjustment of the legal reserves and less expenses for problem shareholder notes in 2004. REORGANIZATION ITEMS reflect the quarterly trustee fee. 14 NET LOSS - The Net Loss before reorganization fees and income taxes was $1,314,000 for the quarter ended June 30, 2004 as compared to a loss of $1,035,000 for June 30, 2003. The loss for the quarter was higher due to greater general and administration expenses for consulting, professional fees and bad debt estimates. SIX MONTHS ENDED JUNE 30, 2004 COMPARED TO SIX MONTHS ENDED JUNE 30, 2003 NET SALES for the six months ended June 30, 2004 were $2.4 million compared to $2.9 million in 2003. RAP's net sales for the period accounted were $1.7 million versus $1.9 million in 2003. The net sales for ZAP were $702,000 versus $1 million in 2003. The sales were less than last year due to the slow economy. GROSS PROFIT was $575,000 for the six months ended June 30, 2004 compared to $499,000 for the six months ended June 30, 2003. The RAP Group accounted for $382,000 of the gross profit for the period ended June 30, 2004 versus $270,000 in 2003. ZAP's gross profit excluding the RAP Group, decreased from $229,000 to $193,000 in 2004. The change in gross profit was due to product mix. SALES AND MARKETING EXPENSES in the first six months of 2004 were $408,000 as compared to $342,000 in 2003. RAP's expenses were $68,000 versus $112,000 in 2003. For ZAP, the expenses were $340,000 versus $230,000 in 2003. As a percentage of sales, total selling expenses increased from 12% of sales to 17% of sales. RAP's decrease of $44,000 was due to less salaries and advertising expenses. While ZAP's increase in expenses was due to higher salaries and marketing expenses. GENERAL AND ADMINISTRATIVE expenses through the period of June 30, 2004 were $3.2 million as compared to $1.3 million in 2003. RAP's portion of the expenses was $388,000 versus $267,000 in 2003. For ZAP, the expenses increased from $1.1 million to $2.8 million. As a percentage of sales, general and administration expenses increased from 45% of sales to 133% of sales. RAP's increase of $121,000 was primarily due to higher bad debt estimates for problem customer accounts. ZAP's increase of $1.7 million was due to higher consulting, professional fees and bad debt estimates. LOSS ON DISPOSAL OF FIXED ASSETS was due to the write-off of certain leasehold improvements where the Company has never utilized certain excess rental office space that was renovated by the Company. INTEREST EXPENSE increased by $53,000 for the period ended June 30, 2004 as compared to the same period in 2003. This is primarily due to six months of interest recorded in 2004 for the note payable for the building purchase on March 31, 2003, versus only three months of interest expense recorded in 2003. OTHER INCOME INCREASED from an expense of $207,000 in second quarter of 2003 to an income of $393,000. The loss for the quarter was less due to higher other income where the litigation reserve was reduced due to the favorable resolution of a previous lawsuit against the Company. REORGANIZATION ITEMS reflect the quarterly trustee fee. NET LOSS -The Net Loss was $2.8 million for the six months ended June 30, 2004 as compared to a loss of $1.5 million for June 30, 2003. The increase was primarily due to higher General and Administration expenses for consulting, stock promotion and estimates for bad debts on problem customer accounts. LIQUIDITY AND CAPITAL RESOURCES In the first six months of 2004 net cash used by the Company for operating activities was $1,221,000. In the first six months of 2003, the Company used cash for operations of $478,000. Cash used in the first six months of 2004 was comprised of the net loss incurred for the period of $2,770,000 plus net non-cash expenses of $1,862,000 plus the net change in operating assets and liabilities of $313,000. Cash used in operations in the first six months of 2003 was comprised of the net loss before reorganization items incurred for the quarter of $1.5 million plus net non-cash expenses of $646,000, and the net change in operating assets and liabilities resulting in a further use of cash of $366,000. 15 Investing activities used cash of $1,015,000 in the first six months of 2004 and used $5,000 during the first six months ended June 30, 2003. In 2004, the majority of this cash was used to acquire a distribution license for the Smart Cars and in 2003 the cash was used to purchase equipment. Financing activities provided cash of $4,152,000 and $586,000 during the first six months ended June 30, 2004 and 2003, respectively. At June 30, 2004 the Company had cash of $2.5 million compared to $453,000 at June 30, 2003. At June 30, 2004, the Company had working capital of $3.5 million as compared to working capital of $1.6 million at June 30, 2003. The Company, at present, does not have a credit facility in place with a bank or other financial institution. Even though we have raised approximately $3.5 million thus far in 2004, we will need additional short term outside investments on a continuing basis to finance our current operations. Our revenues for the foreseeable future may not be sufficient to attain profitability. We expect to continue to experience losses for the near future. We do not have a bank operating line of credit and there can be no assurance that any required or desired financing will be available through bank borrowings, debt, or equity offerings, or otherwise, on acceptable terms. If future financing requirements are satisfied through the issuance of equity securities, investors may experience significant dilution in the net book value per share of common stock and there is no guarantee that a market will exist for the sale of the Company's shares. On July 29, 2004 ZAP entered into a $24.5 million common stock purchase agreement with Fusion Capital Fund II, LLC, a Chicago based institutional investor, whereby Fusion Capital has initially purchased 200,000 shares of ZAP's common stock at a price of $2.50 per share. Fusion Capital has committed to purchase an additional $24 million of common stock over a 40-month period at a purchase price based upon the market price of ZAP's common stock on the date of each sale without any fixed discount to the market price. The proceeds will be utilized to accelerate the development and commercialization of the Company's full-line of advanced technology vehicles and to purchase additional inventory of Smart Cars. In June of 2004, the Company also secured a $45 million floor plan line of credit with Clean Air Motor, LLC (CAMCO) to provide financing to qualified ZAP dealers to purchase their auto inventory. As part of this agreement, CAMCO will enlist ZAP Dealers and arrange for initial Retail Floor Plan Lines for all qualified ZAP dealers totaling approximately $45 million for the initial one hundred fifty Dealers. Each Dealer would initially purchase a minimum of ten to fifteen Smart Cars Americanized by ZAP per Dealer. The Company's primary capital needs are to fund its growth strategy, which includes creating an auto distribution network for the distribution of the SMART (R) Car and electrical vehicles, increasing its internet shopping mall presence, increasing distribution channels, establish company owned and franchised ZAP stores, introducing new products, improving existing product lines and development of a strong corporate infrastructure. SEASONALITY AND QUARTERLY RESULTS The Company's business is subject to seasonal influences. Sales volumes in this industry typically slow down during the winter months, November to March in the U.S. The Company intends to develop a wide auto distribution network to counter any seasonality effects. INFLATION Our raw materials and finished products and automobiles are sourced from stable, cost-competitive industries. As such, we do not foresee any material inflationary trends for our product sources. ITEM 3. CONTROLS AND PROCEDURES Within 90 days prior to the date of this Form 10-QSB, the Company carried out an evaluation, under the supervision and with the participation of the Company's management, including the Company's President and Chief Executive Officer along with the Company's Chief Financial Officer, of the effectiveness of the design and operation of the 16 Company's disclosure controls and procedures pursuant to Exchange Act Rule 13a-14. Based upon that evaluation, the Company's President and Chief Executive Officer along with the Company's Chief Financial Officer concluded that the Company's disclosure controls and procedures are effective in timely alerting them to material information relating to the Company required to be included in this Form 10-QSB. There have been no significant changes in the Company's internal controls or in other factors, which could significantly affect the internal controls subsequent to the date the Company carried out its evaluation. PART II - OTHER INFORMATION Item 1. Legal Proceedings From time to time, the Company is subject to legal proceedings and claims in the ordinary course of business, including employment-related and trade related claims. A dormant complaint filed in 2002 against the RAP Group and Steve Schneider (CEO of ZAP) individually was reactivated by the plaintiff (Jim Arnold Trucking). The Compliant alleges Breach of Contract, Promissory Estoppel and Fraud and seeks contract damages in the amount $71,000 plus monthly storage fees and punitive damages. Management believes that the ultimate resolution of this claim will not have a material adverse effect on our financial position or on results of operations. The RAP Group has been on probation with the California Department of Motor Vehicles (DMV) for a period of two years that ended on June 12, 2004. The probationary action was primarily due to the RAP Group's untimely transfers of documents for sales of vehicles and lack of compliance with Motor Vehicle Pollution Control guidelines on certain automobile sales. In June of 2004, the California Department of Motor Vehicles filed an Accusation and Petition To Revoke Probation and at present the RAP's Group probation has been extended until the matters are resolved with the DMV. The Company has requested a hearing date with the DMV and intends to refute the accusations. As part of ZAP's original business plan, management is considering converting, depending upon the sales volume, and the dealership into a wholesale distributor for its electric cars. The action that was pending against ZAP in the United States Bankruptcy Court for the Northern District of California, Santa Rosa Division, entitled Esquire Trade and Finance, Ltd., and Celeste Trust Reg. v. ZAP, Adversary Proceeding Number 03-1187 was settled in May 2004. This was an action brought by the Plaintiffs against ZAP for declaratory relief in which they ask the court to issue a declaratory judgment that ZAP's purported redemption of the Plaintiff's Class A Warrants in February of 2003 is ineffective. The Compromise and settlement required the Company to issue Series A Warrants to the Plaintiffs pursuant to ZAP's Second Amended Plan of Reorganization of June 17, 2002 no cash damages were required to be paid. On May 20, 2003, the RAP Group, Inc., a wholly owned subsidiary of ZAP was named as a defendant in a lawsuit filed in the Superior Court of California by Fireside Thrift Co. The suit alleges breach of contract and misrepresentation with respect to the Dealer Agreement. The plaintiff was seeking damages in the amount of $546,108 plus interest. The Company settled the action in July 2004 for $42,000 plus legal fees and the case is now dismissed. This settlement resulted in other income of $385,000 for the three months ended June 30,2004. Item 2. Changes in Securities There were no changes in rights of securities holders. Item 3. Defaults Upon Senior Securities There were no defaults upon senior securities. Item 4. Submission of Matters to a Vote of Security Holders 17 At the Annual Meeting of Shareholders held on July 25, 2004, the following proposals were requested and approved as follows: (a) To elect five Directors, Louis Auletta, Renay Cude, Guy Fieri, Steve Schneider and Gary Starr to serve until the next annual meeting and until their successors are elected and qualified. For: 9,754,823 Withheld: 217,341 Abstain: None (b) To ratify the appointment of Odenberg, Ullakko, Muranishi & Co. LLP as the Company's independent accountant For: 9,966,455 Against: 1,298 Abstain: 4,411 Item 5. Other Information On June 1, 2004, the Company's Board of Directors appointed William Hill to be a member of the Advisory Board. Mr. Hill is the CEO of Donahue Gallagher Woods LLP, a law firm in the San Francisco Bay area with a diverse practice. Item 6. Exhibits and Reports on Form 8-K (a) Exhibits 2.1 ZAP Floor Line and Dealer Development Agreement with Clean Air Motors, LLC for a $45 million Floor Plan Line of Credit for Qualified ZAP Dealers. 31.1 Certificate of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 31.2 Certificate of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 32.1 Certificate of the Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. 32.2 Certificate of the Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. (b) Reports on Form 8-K On July 29, 2004 The Company filed an SEC Form 8-K to report a $24.5 common stock purchase agreement with Fusion Capital Fund II, LLC. The Company also reported the extension of the Company's Series B restricted warrants by an additional six months from July 1, 2004 and to increase the exercise price from $1.07 to $1.26. 18 SIGNATURES ---------- In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. ZAP - --------------------- (Registrant) SIGNATURE TITLE DATE - --------- ----- ---- /s/ Steve Schneider Director / CEO August 13, 2004 - ------------------------- /s/ William Hartman CFO August 13, 2004 - ------------------------- 19 EX-2.1 2 exhibit2-1_12878.txt ZAP FLOOR LINE AND DEALER DEVELOPMENT AGREEMENT EXHIBIT 2.1 ----------- ZAP FLOOR LINE AND DEALER DEVELOPMENT AGREEMENT ----------------------------------------------- This agreement is between ZAP and/or Voltage Vehicles (ZAP), 501 Fourth Street, Santa Rosa, Ca. 95401 and Clean Air Motors, LLC (CAMCO) a wholly-owned subsidiary of Eckhaus Fleet, 2879 Larkin Avenue, Clovis, CA 93612 1. ZAP hereby retains CAMCO as its non-exclusive agent for the purpose of setting up one hundred and fifty (150) qualified Auto Dealers over a period of up to six (6) months, to stock and sell all available ZAP product, currently available or that become available. ZAP authorizes CAMCO to secure Purchase Orders on its behalf. 2. CAMCO will provide a complete service, from the initial dealer presentation (solicitation) through the actual receipt of vehicles and other product, invoicing and receiving payment for the vehicles, and payment to ZAP. ZAP must approve in writing of each dealer that CAMCO provides. 3. CAMCO will remain in regular contact with ZAP dealers, acting as the de-facto representative of ZAP. CAMCO will follow-up and do all re-supply orders from Dealers. ZAP will keep CAMCO informed of new and existing product as it becomes available, and CAMCO will keep all ZAP dealers informed of such new and existing product as it becomes available, and take orders on ZAP's behalf. CAMCO will provide to ZAP weekly progress reports detailing all ongoing marketing efforts. 4. CAMCO will provide to ZAP weekly progress reports detailing all ongoing marketing efforts. 5. As part of this agreement, CAMCO will enlist ZAP dealers and arrange for initial Retail Floor Plan Lines for all qualified ZAP dealers totaling approximately Forty-five (45) million dollars for the initial one hundred and fifty Dealers. Each Dealer would initially purchase a minimum of ten (10) to fifteen (15) Smart Cars Americanized by ZAP per Dealer. a) CAMCO will be compensated as follows for the dealers which they sell and ZAP approves: a.1) Twenty percent (20%) of the net profit margin per car (or other product) as cash payment calculated as the difference between the true net cost per unit to ZAP and the wholesale price per unit to each dealer. In no case shall this be less than $400.00 per vehicle, with one hundred percent (100%) matching shares of stock in ZAP and one hundred percent (100%) matching warrants of ZAP equal to the aforementioned cash payments paid to CAMCO, and a.2) Twenty percent (20%) of the gross amount of cash payment paid by dealer that CAMCO enlists to become a ZAP dealer. b) ZAP will be compensated as follows: Eighty percent (80%) of the profit margin per car (or other product), from which ZAP will pay any of their expenses, including, but not limited to the commissions due their designated dealer development sales people. Said employees, if retained by ZAP will be trained by CAMCO to initially qualify Dealer prospects, and then turn such leads over to CAMCO for final determination of Dealers qualifications. b.2) Eighty percent (80%) of the gross amount of cash payment paid by dealer that CAMCO enlists to become a ZAP dealer. b.3) ZAP will retain one hundred percent (100%) of sale revenue on all Auto Dealers not enlisted by CAMCO. b.4) B3 applies unless dealer requests flooring line with CAMCO or its finance affiliate, then on those deals CAMCO gets paid same as 5a above with ten percent (10%) instead of twenty percent. 6. CAMCO shall retain the right to audit ZAP records to determine the true cost of all products to ZAP, after quantity and or any other additional incentives are paid to ZAP. 7. CAMCO will provide complete ZAP Dealer Support Services, including but not limited to a) Warranty Administration, b) Parts Administration (Smart Automobiles LLC will provide the actual parts), and c) any updates that ZAP provides to CAMCO for the ZAP dealers. 8. CAMCO will lease a private office space of sufficient size, as determined by both CAMCO and ZAP, in the corporate headquarters of ZAP at 501 Fourth Street, Santa Rosa, CA 95401. Rent on said office space shall be $100 per month. CAMCO will supply its own CAMCO personnel at no cost to ZAP. 9. CAMCO agrees to acknowledge and comply with all ZAP trademarks, copyrights, patents, design rights and other industrial and intellectual property rights used or embodied in the products or the parts and any such rights that ZAP may have in the foregoing remain the sole and exclusive property of ZAP. 10. Both parties agree to issue joint press releases announcing the nature of this Agreement, with mutual consent on the wording of such press releases. 11. The term of this Agreement will be for a period of six (6) months from the date of signing of this Agreement, and will be renewed for additional periods by mutual agreement of ZAP and CAMCO. 12. This Agreement shall continue in full force until terminated prior to its expiration pursuant to the following at the option of the other party: a) If either party fails to perform any of the terms, conditions, agreements, or covenants in this Agreement; b) In the event either party subsequently files a petition in bankruptcy; Notice of termination shall be in writing, with thirty (30) days notice; and No other penalties will be associated with termination of this AGREEMENT. 13. Any dispute will be subject to the laws of the state of California and arbitrated in Clovis, California, County of Fresno, by an arbitrator assigned by the American Arbitration Association. Each Party shall bear its own costs and attorneys fees and costs of the Arbitration. No punitive or exemplary damages shall be awarded. The final form of this initial Agreement will be completed within thirty (30) days of the signing of this Agreement, with all terms and conditions of the final Agreement to be agreed to by both parties. This Agreement is agreed to and understood on this 28th day of June, 2004 by the undersigned: ZAP / VOLTAGE VEHICLES CLEAN AIR MOTORS, LLC /s/ Steven Schneider /s/ Mark Eckhaus -------------------- ---------------- Steven Schneider, CEO Mark Eckhaus, Chief Executive Manager EX-31.1 3 exhibit31-1_12878.txt 302 CERTIFICATION - C.E.O. EXHIBIT 31.1 ------------ CERTIFICATION FOR QUARTERLY REPORT ON FORM 10-QSB I, Steve Schneider, certify that: 1. I have reviewed this quarterly report on Form 10-QSB of ZAP; 2. Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report; 3. Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report; 4. The registrant's other certifying officer and I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have: a) designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared; b) evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the "Evaluation Date"); and c) presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date; 5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent function): a) all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize and report financial data and have identified for the registrant's auditors any material weaknesses in internal controls; and b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls; and 6. The registrant's other certifying officer and I have indicated in this quarterly report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses. Date: August 13, 2004 /s/ Steve Schneider ------------------- Steve Schneider Director and Chief Executive Officer EX-31.2 4 exhibit31-2_12878.txt 302 CERTIFICATION - C.F.O. EXHIBIT 31.2 ------------ CERTIFICATION FOR QUARTERLY REPORT ON FORM 10-QSB I, William Hartman, certify that: 1. I have reviewed this Quarterly report on Form 10-QSB of ZAP; 2. Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarter report; 3. Based on my knowledge, the financial statements, and other financial information included in this quarter report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarter report; 4. The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have: a) designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarter report is being prepared; b) evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this report (the "Evaluation Date"); and c) presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date; 5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent function): a) all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize and report financial data and have identified for the registrant's auditors any material weaknesses in internal controls; and b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls; and 6. The registrant's other certifying officer and I have indicated in this quarterly report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses. Date: August 13, 2004 /s/ William Hartman ---------------------- William Hartman Chief Financial Officer EX-32.1 5 exhibit32-1_12878.txt 906 CERTIFICATION - C.E.O. EXHIBIT 32.1 ------------ CHIEF EXECUTIVE OFFICER'S CERTIFICATION TO U.S.C. SECTION 1350 AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the accompanying Form 10-QSB of ZAP for the six months ended June 30, 2004, Steven M. Schneider, Director and Chief Executive Officer of ZAP, hereby certify pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, to my knowledge, that: (1) such Form Type of ZAP for the six months ended June 30, 2004, fully complies with the requirements of Section 13 (a) or 15 (d) of the Securities Exchange of 1934; and (2) the information contained in such Form 10-QSB of ZAP for the six months ended June 30, 2004,fairly presents, in all material respects, the financial condition and results of operations of ZAP. /s/ Steve Schneider - --------------------- Steve Schneider Director and Chief Executive Officer August 13, 2004 EX-32.2 6 exhibit32-2_12878.txt 906 CERTIFICATION - C.F.O. EXHIBIT 32.2 ------------ CHIEF FINANCIAL OFFICER'S CERTIFICATION TO U.S.C. SECTION 1350 AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the accompanying Form 10-QSB of ZAP for the six months ended June 30, 2004, William Hartman, Chief Financial Officer of ZAP, hereby certify pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, to my knowledge, that: (1) such Form Type of ZAP for the six months ended June 30, 2004,fully complies with the requirements of Section 13 (a) or 15 (d) of the Securities Exchange of 1934; and (2) the information contained in such Form 10-QSB of ZAP for the six months ended June 30, 2004,fairly presents, in all material respects, the financial condition and results of operations of ZAP. /s/ William Hartman - --------------------- William Hartman Chief Financial Officer August 13, 2004 -----END PRIVACY-ENHANCED MESSAGE-----