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Organization And Basis Of Presentation
12 Months Ended
Dec. 31, 2011
Organization And Basis Of Presentation [Abstract]  
Organization And Basis Of Presentation

NOTE 1 - ORGANIZATION AND BASIS OF PRESENTATION:

     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 $31.75 million consisting of approximately $29 million in cash and 8 million shares of ZAP common stock valued at $2.7 million. 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 minivan 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 second half of 2012, while we anticipate that the EV production facilities in Jonway will be ready for the certification process in the first half of 2012. Meanwhile, the engineering teams from both companies are undertaking extensive testing of the A380 SUV EV at Jonway Auto and ZAP Hangzhou EV research and development center.

     Our target is to deliver the EV A380 SUV and EV minivan in the second 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 consolidated financial statements include the financial statements of ZAP, and its subsidiaries: Jonway Automobile, Voltage Vehicles and ZAP Stores for the years ended December 31, 2011 and 2010 and are in accordance with United States ("U.S.") generally accepted accounting principals ("GAAP"). In these financial statements, "subsidiaries" are companies that are over 50% controlled, the financial statements of which are consolidated with those of the Company. Significant intercompany transactions and balances are eliminated in consolidation; profits from intercompany sales, are also eliminated; non –controlling interests are included in equity. We account for our 37.5% interest in the ZAP Hangzhou Joint Venture using the equity method of accounting. During the year ended December 31, 2011, ZAP Hangzhou incurred an operating loss of $724,160 of which $271,560 is our share.

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

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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 facilities from China-based banks for Jonway Auto, 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. In 2011, we entered into private placement subscription agreements with Mr. Luo for the purchase of ZAP 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 agreed to purchase ZAP 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. During 2011, we issued 7.7 million shares to Mr. Liang for cash of $3.8 million.

     In 2011, we were approved to have grants of up to an aggregate of US$6.2 million of bank facilities from the Taizhou Branch of China Merchants Bank ("CMB") through our majority-owned subsidiary, Jonway. Although we have been approved for these 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.

     Under the above mentioned credit line of US$6.2 million granted by CMB, on August 19, 2011, Jonway entered into a Credit Agreement with CMB for a revolving short term bank loan in the aggregate amount of approximately US$3.2 million which was drawn down in 2011. The annual interest rate is 7.22%. The loan is secured by a Maximum Amount Mortgage Contract by and between Jonway and CMB dated August 11, 2011 in which land use rights over three parcels of land owned by Jonway at Sanmen Factory have been pledged as security for this loan. The remaining US$1.58 million of the credit line is available for future executions at the discretion of Jonway Auto.

     On December 6, 2011, Jonway entered into a Bank promissory note agreement with Taizhou Branch of China Everbright Bank for a revolving bank note facility in the aggregate amount of approximately US$4.7 million. This bank note facility was issued to Jonway Auto's suppliers and is secured by a Maximum Amount Mortgage Contract by and between Jonway and this bank dated December 6, 2011 in which land use right over one parcel of land owned by Jonway at Sanmen Factory has been pledged as security for this facility.

     In December 2011, Jonway established additional short term bank loans amounting to over US$2.22 million from three small-size banks based in Taizhou City, which are subject to Jonway Group guarantee, and US$790,000 of such loans is secured by bank notes received from Jonway dealers.

 

     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.

     On December 11, 2011, Zhejiang Jonway Automobile Co., Ltd. ("Jonway"), a majority owned subsidiary of ZAP, entered into a Promissory Note with Jonway Group Co. Ltd. ("Jonway Group") pursuant to which Jonway could borrow up to a maximum of $3,000,000 to be repaid on demand. The principal amount of the note bears interest at a rate per annum equal to 8%, calculated on the basis of a 365 day year and the actual number of days lapsed. All unpaid principal, together with any interest then unpaid and accrued interest, are due and payable within ten (10) calendar days following demand by Jonway Group. Payment shall be made in the form of cash. As of December 31, 2011, a total of $1.6 million had been advanced to Jonway under the Promissory note arrangement.

     In January 2011, ZAP issued $19 million of convertible debt to make a partial payment in connection with the Jonway Acquisition. On March 22, 2012 this note was amended to extend its maturity to August 12, 2013.

     We used cash in operations of $8.3 million and $6.4 million during the years ended December 31, 2011 and 2010, respectively. Cash used in operations in 2011 was the result of the net loss incurred for the year of $45.4 million, offset by non-cash expenses of $31.7 million. In 2011, non-cash expenses included $144,000 for stock–based compensation for consulting and other services, $2.3 million for stock-based compensation to employees and $3.8 million for stock-based compensation for research and development expenses. In addition, $24.3 million of non cash expenses was due to $16.9 million of amortization of the convertible note discount and $7.4 million of non cash expenses of depreciation and amortization. Cash used in operations in 2010 was the result of the net loss of $19 million, offset by non-cash expenses of $12.2 million. In 2010, non-cash expenses included $1 million related to stock-based compensation for consulting and other services, $2.7 million for stock-based compensation to employees and $2.5 million for stock-based compensation for management fees.

     In 2011, the net change in operating assets and liabilities resulted in a cash increase of $5.6 million. The change was primarily due to decreases in the following: notes receivable of $3.3 million, accounts receivable of $0.9 million, inventories of $3.3million, due from related parties of $0.6 million, due to related parties of $3.5 million and accounts payable of $0.3 million, offset by increases in prepaid expenses and other assets of $0.2 and accrued liabilities of $1.5 million.

     In 2010, the net change in operating assets and liabilities resulted in a cash increase of $360,000. The change was primarily due to increases in prepaid expenses of $220,000 and accrued liabilities of $575,000 offset by decreases in account receivable of $122,000, inventory of $183,000 and accounts payable of $130,000.

     Investing activities used cash of $21.6 million and $12.1 million during the years ended December 31, 2011 and 2010, respectively. In 2011, $19 million was used for the acquisition of 51 % of Jonway Auto. In addition, $2.1 million was used for the acquisition of property and equipments. In 2010, the Company advanced $10.0 million for the 51% acquisition of Jonway Auto and $2.0 million was used to purchase marketable securities.

     Financing activities provided cash of $33.1 million and $15.3 million during the year ended December 31, 2011 and 2010, respectively. In 2011, we financed the following activities; $4.2 million from issuance of common stock to investors, $19 million of convertible debt was issued to partially finance the 51% acquisition of Jonway Automobile, and Jonway Auto gained $ 7 million of short term borrowings from China-based banks. Proceeds from notes payable $5.9 million and proceeds from related parties $1.5 million. These transactions were offset by repayments of $2.3 million of short term debt and an increase in restricted cash of $2.8 million. In 2010, we received $13.0 million from investors and $3.0 million from the issuance of convertible debt; these were offset by settlement of $1.3 million of short term debt.

      We will require additional capital to expand our current operations. In particular, we require additional capital to expand our presence across the world, to continue development of our electric vehicle business, to continue strengthening our dealer network and after-sale service centers 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 on our business plan and pursue our efforts in the research and development of advanced technology vehicles, such as the new ZAP Alias, the electric and other fuel efficient vehicles.

 

     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.

     We had cash and cash equivalents of $5.9 million at December 31, 2011 as compared to $1.5 million at December 31, 2010. We had a working capital deficit of $14.9 million at December 31, 2011 versus working capital of $2.6 million at December 31, 2010. We believe that there is sufficient liquidity for our operations through March 31, 2013 based on the following considerations:

     In the event that we require additional liquidity, our principal shareholders, Cathaya and Jonway Group, have agreed to provide the necessary support to meet our financial obligations through April 2013.