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Organization And Operations
9 Months Ended
Sep. 30, 2011
Organization And Operations [Abstract] 
Organization And Operations

NOTE 1-ORGANIZATION AND OPERATIONS:

 

ZAP was incorporated in California in September 1994 (together with its subsidiaries, "the Company," or "ZAP"). ZAP markets advanced transportation, including alternative energy and fuel efficient automobiles, motorcycles, bicycles, scooters, personal watercraft, hovercraft, neighborhood electric vehicles and commercial vehicles. The Company's business strategy has been to develop, acquire and commercialize electric vehicles and electric vehicle power systems, which the Company believes have fundamental practical and environmental advantages over available internal combustion modes of transportation that can be produced commercially on an economically competitive basis. In pursuit of a manufacturing plant and a partner with an existing product line, a distribution and customer support network in China and experience in vehicle manufacturing, ZAP acquired a majority of the outstanding equity in Zhejiang Jonway Automobile Co., Ltd. ("Jonway").

 

On January 21, 2011, the Company completed the acquisition of 51% of the equity shares of Jonway for a total purchase price of $35.9 million consisting of approximately $29 million in cash and 8 million shares of ZAP common stock. The Company believes that the acquisition will allow it to expand its electric vehicle ("EV") business and distribution network around the world, give it access to the rapidly growing Chinese market for electric vehicles and have competitive production capacity in an ISO 9000 certified manufacturing facility with the capacity and resources to support production of ZAP's electric vehicles and new product line of mini vans and mini SUVs.

 

Jonway is a limited liability company incorporated in Sanmen County, Zhejiang Province of the People's Republic of China ("the PRC") on April 28, 2004 by Jonway Group Co., Ltd. ("Jonway Group"). Jonway Group is under the control of three individuals, Wang Huaiyi, Alex Wang (the son of Wang Huaiyi) and Wang Xiao Ying (the daughter of Wang Huaiyi and all three individuals collectively referred to as the "Wang Family")

 

Jonway's approved scope of business operations includes the production and sale of vehicle spare parts, and the sale of UFO licensed SUV vehicles.  The principal activities of Jonway are the production and sale of automobile spare parts and the production and distribution of SUVs in China using the consigned UFO license from an affiliate of Jonway Group.

 

With the completion of the acquisition of a majority interest in Jonway, the combined companies' new product lines planned for 2012 include the A380 SUV EV, and the mini van EV. Both products leverage the production moldings, the manufacturing engineering infrastructure and facilities currently in place for the gasoline models of these vehicles. Since the acquisition, the companies have been working on developing the joint product line, marketing and sales plans for the 2012 EV product lines.

 

Jonway is preparing for certification of the EV production line by the Chinese electric vehicle authorities, which we expect to occur in the first quarter of 2012, while we anticipate that the EV production facilities in Jonway will be ready for the certification process by the end of 2011. . Meanwhile, the engineering teams from both companies are undertaking extensive testing of the A380 SUV EV at the Hangzhou ZAP EV research and development center.

 

Our target is to deliver the EV A380 SUV and EV minivan in the first half of 2012, with the purpose of obtaining the Chinese central government electric vehicle incentives of up to 60,000 RMB per vehicle. ZAP intends to use the existing manufacturing plant from Jonway that is being upgraded for the production of the electric vehicles and utilizing the existing Jonway models to gain economy of scale and reduce molding investment costs. ZAP also intends to leverage Jonway's distribution and customer support centers in China to support the sales and marketing of its new EV product line.

 

ZAP's strategy outside of China is to open up markets ready to accept affordable, fully electric SUVs and vans for fleets.

 

Basis of Presentation

 

The accompanying unaudited condensed consolidated financial statements include the financial statements of ZAP, its wholly owned subsidiaries Voltage Vehicles and ZAP Stores and its 51% owned subsidiary Jonway. All significant inter-company transactions and balances have been eliminated.  We account for our 37.5% interest in the ZAP Hangzhou Joint Venture using the equity method of accounting.  During the three and nine months ended September 30, 2011, ZAP Hangzhou incurred an operating loss of $170,600 and $600,000 of which $64,000 and $225,000 is our share at three and nine months ended September 30, 2011 respectively.

 

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles ("GAAP") for interim financial information and with the instructions to Form 10-Q and Article 8 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. In the opinion of management, all adjustments (all of which are of a normal recurring nature) considered necessary for a fair presentation have been included. Operating results for the three and nine months ended September 30 , 2011 are not indicative of the results that may be expected for the year ending December 31, 2011 or for any other future period. Certain reclassifications have been made to the Company's unaudited condensed consolidated financial statements for the nine month period ended September 30, 2011 to conform to the current period's consolidated financial statement presentation. These condensed consolidated financial statements and the notes thereto should be read in conjunction with the audited financial statements and notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2010 filed with the Securities and Exchange Commission (the "SEC") on April 15, 2011 (our "10-K").

 

ZAP's common stock is quoted on the OTC Bulletin Board under the symbol "ZAAP.OB."

 Recent Authoritative Guidance

 In September 2011, the FASB issued ASU No. 2011-08, Testing Goodwill for Impairment ("ASU 2011-08") that gives an entity the option of performing a qualitative assessment to determine whether it is necessary to perform Step 1 of the annual goodwill impairment test. An entity is required to perform Step 1 only if it concludes that it is more likely than not that a reporting unit's fair value is less than its carrying amount. An entity may choose to perform the qualitative assessment on none, some or all of its reporting units or an entity may bypass the qualitative assessment for any reporting unit in any period and proceed directly to Step 1 of the impairment test. ASU 2011-08 is effective January 1, 2012 and we do not believe that the adoption of ASU 2011-08 will have a significant effect on our results of operations or financial position.

 In June 2011, the FASB issued ASU No. 2011-05, "Comprehensive Income (ASC Topic 220): Presentation of Comprehensive Income," ("ASU 2011-05") which amends current comprehensive income guidance. This accounting update eliminates the option to present the components of other comprehensive income as part of the statement of shareholders' equity. Instead, the Company must report comprehensive income in either a single continuous statement of comprehensive income which contains two sections, net income and other comprehensive income, or in two separate but consecutive statements. ASU 2011-05 will be effective for public companies during the interim and annual periods beginning after Dec. 15, 2011 with early adoption permitted. The Company does not believe that the adoption of ASU 2011-05 will have a material impact on the Company's consolidated results of operation and financial condition.

 In May 2011, the FASB issued ASU 2011-04, "Fair Value Measurement (Topic 820): Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and International Financial Reporting Standards ("IFRSs")." Under ASU 2011-04, the guidance amends certain accounting and disclosure requirements related to fair value measurements to ensure that fair value has the same meaning in U.S. GAAP and in IFRSs and that their respective fair value measurement and disclosure requirements are the same. ASU 2011-04 is effective for public entities during interim and annual periods beginning after December 15, 2011. Early adoption by public entities is not permitted. The Company does not believe that the adoption of ASU 2011-04 will have a material impact on the Company's consolidated results of operation and financial condition.

 

 


Liquidity and Capital Resources

 

In assessing our liquidity, we monitor and analyze our cash on-hand, liquidation value of our investment in securities, and our operating and capital expenditure commitments.  Our principal liquidity needs are to meet our working capital requirements, operating expenses and capital expenditure obligations. 

 

Our principal sources of liquidity consist of our existing cash on hand, bank loans, our investment in securities with Samyang Optics, Ltd. and transactions with Luo Hua Liang, the brother-in-law of Alex Wang, the Co-CEO and director of ZAP. As previously disclosed in our 10-Q filed for the period ended March 31, 2011, we entered into private placement subscription agreements with Mr. Luo for the purchase of ZAP's common stock for the aggregate purchase price of $7 million, of which we received $2 million as of the quarter ended March 31, 2011. The private placement subscription agreements were superseded and terminated by a stock purchase agreement with Mr. Luo in August 2011. Pursuant to the stock purchase agreement, Mr. Luo will purchase ZAP's common stock for an aggregate purchase price of $2 million in multiple closings. On September 8, 2011, we issued approximately 2.3 million shares of ZAP common stock in connection with the initial closing of $771,000. We received an additional $1.025 million in subsequent closings for which we have issued approximately 3.35 million shares of ZAP common stock. We anticipate an additional closing for approximately $203,000.

 

               In the third quarter of 2011, we were approved to borrow up to an aggregate of US$6.2 million from the Taizhou Branch of China Merchants Bank and US$10 million from the Taizhou Branch of Everbright Bank of China, for a total of US$16.2 million through our majority-owned subsidiary, Jonway. Although we have been approved for the credit lines, there are no legal obligations or rights to the credit lines until we execute agreements with the respective lenders to borrow funds under the credit lines. When drawn down, the credit lines will be secured by lands owned by Jonway and guaranteed by Jonway Group.

 

In July 2011, Jonway was approved for a credit line in the aggregate amount of RMB40 million (which as of September 30, 2011 is approximately US$6.2 million) from the Taizhou Branch of China Merchants Bank. On August 11, 2011, Jonway entered into a Credit Agreement with the Taizhou Branch of China Merchants Bank for a revolving short term bank loan in the aggregate amount of RMB21 million (which as of September 30, 2011 is approximately US$3.2 million). The loans issuable under the Credit Agreement are secured by a Maximum Amount Mortgage Contract by and between Jonway and China Merchants Bank dated August 11, 2011 in which land use rights over two parcels of land owned by Jonway at Sanmen, Jian Tiao Town, Da Tang Village, Shang Peng Factory have been pledged as security for the loans.

 

On September 15, 2011, Jonway was also approved for another credit line in the aggregate amount of RMB64.5 million (which as of September 30, 2011 is approximately US$10 million) from the Taizhou Branch of Everbright Bank of China. Jonway has not entered any agreements to borrow funds under this credit line.

 

               Jonway intends to utilize the credit lines to expand its electric vehicle business as well as other future vehicle models.  This includes on-going working capital needs, electric vehicle production equipment requirements, testing, homologation and new EV product molds. These credit lines will also be used to support the company's expansion plans, with emphasis on its electric vehicle production line facilities in China. The credit will also help advance new electric vehicle initiatives, launch new strategic global sales and marketing operations, bolster infrastructure, and finance working capital.

 

In January 2011, ZAP issued $19 million of convertible debt to make a partial payment in connection with the Jonway Acquisition.  ZAP believes that CEVC will convert the note into shares of ZAP common stock, but if CEVC does not elect to so convert the note, the note will either be converted into shares of Jonway capital stock owned by ZAP or require cash repayment in February 2012.  Assuming that the note is converted into shares of ZAP common stock and does not require cash repayment in February 2012, we believe that we will have sufficient liquidity required to conduct operations through September 30, 2012.

 

At present, the Company will require additional capital to expand the current operations.  In particular, we require additional capital to expand our presence across the world, continue development of our electric vehicle business projects, expanding our market initiatives, continue building our dealer network and after-sale services and expanding our market initiatives.  We also require financing the investment for the continued roll-out of new products and to add qualified sales and professional staff to execute our efforts in of the business strategy of advanced technology vehicles, such as the new ZAP alias and other fuel efficient vehicle projects.

 

We intend to fund our long term liquidity needs related to operations through the incurrence of indebtedness, equity financing or a combination of both.  Although we believe that these sources will provide sufficient liquidity for us to meet our future liquidity and capital obligations, our ability to fund these needs will depend on our future performance, which will be subject in part to general economic, financial, regulatory and other factors beyond our control, including trends in our industry and technological developments.  However, we may not be able to obtain this additional financing on terms acceptable to us or at all.