-----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, WyuW8iq7NomKQjqMqApc9g5dcXAf18YSIhbg98EWpIndkf9IfUPXgHq9S5b6VgR4 6hITJpbxzgn3kvR8gHhAHQ== 0000950005-05-000437.txt : 20050516 0000950005-05-000437.hdr.sgml : 20050516 20050516161222 ACCESSION NUMBER: 0000950005-05-000437 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 6 CONFORMED PERIOD OF REPORT: 20050331 FILED AS OF DATE: 20050516 DATE AS OF CHANGE: 20050516 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ENOVA SYSTEMS INC CENTRAL INDEX KEY: 0000922237 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRONIC COMPONENTS & ACCESSORIES [3670] IRS NUMBER: 953056150 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 000-25184 FILM NUMBER: 05834553 BUSINESS ADDRESS: STREET 1: 19850 SOUTH MAGELLAN DR STREET 2: SUITE 305 CITY: TORRANCE STATE: CA ZIP: 90502 BUSINESS PHONE: 3105272800 MAIL ADDRESS: STREET 1: 19850 SOUTH MAGELLAN DR STREET 2: SUITE 305 CITY: TORRANCE STATE: CA ZIP: 90502 FORMER COMPANY: FORMER CONFORMED NAME: US ELECTRICAR INC DATE OF NAME CHANGE: 19940425 10-Q 1 p19370_10q.txt FORM 10Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) (_x_) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended March 31, 2005 or (___) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Transition Period From To . ------------ --------------- Commission File No. 0-25184 ENOVA SYSTEMS, INC. (Exact name of registrant as specified in its charter) CALIFORNIA 95-3056150 - ---------- ---------- (State or other jurisdiction of (IRS employer identification number) incorporation or organization) 19850 South Magellan Drive Torrance, CA 90502 (Address of Principal Executive Offices and Zip Code) Registrant's telephone number, including area code (310) 527-2800 Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter periods that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes (_X_) No (___) Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Act). Yes [ ] No [X] As of May 13, 2005, there were 416,912,000 shares of Common Stock, no par value, 2,734,000 shares of Series A Preferred Stock, no par value, and 1,217,000 shares of Series B Preferred Stock, no par value, outstanding. 1 INDEX ENOVA SYSTEMS, INC. Page No. -------- PART 1. FINANCIAL INFORMATION Item 1. Financial Statements............................................3 Balance Sheets: March 31, 2005 (unaudited) and December 31, 2004................3 Statements of Operations (unaudited): Three months ended March 31, 2005 and 2004......................4 Statements of Cash Flows (unaudited): Three months ended March 31, 2005 and 2004......................5 Notes to Financial Statements (unaudited): Three months ended March 31, 2005 and 2004......................7 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations.............................9 Item 3. Quantitative and Qualitative Disclosure about Market Risk......23 Item 4. Control and Procedures.........................................23 PART II. OTHER INFORMATION Item 1. Legal Proceedings .............................................24 Item 2. Unregistered Sales of Equity Securities and Use of Proceeds....24 Item 3. Defaults upon Senior Securities................................24 Item 4. Submission of Matters to a Vote of Security Holders............24 Item 5. Other Information..............................................24 Item 6. Exhibits.......................................................24 SIGNATURE ...............................................................25 CERTIFICATIONS ...............................................................34 2 ENOVA SYSTEMS, INC. BALANCE SHEETS - ------------------------------------------------------------------------------------------------------------------------------------
As of As of March 31, 2005 December 31, 2004 ------------- ----------------- (unaudited) ASSETS Current assets Cash and cash equivalents $ 750,000 $ 1,575,000 Accounts receivable, net 668,000 522,000 Inventories and supplies, net 1,171,000 1,036,000 Prepaid expenses and other current assets 364,000 304,000 ------------- ------------- Total Current Assets 2,953,000 3,437,000 Property and equipment, net 388,000 387,000 Equity method investment 1,728,000 1,768,000 Other assets 269,000 296,000 ------------- ------------- Total assets $ 5,338,000 $ 5,888,000 ============= ============= LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT) Current liabilities Accounts payable $ 291,000 $ 66,000 Deferred revenues 274,000 392,000 Line of credit 228,000 229,000 Accrued payroll and related expense 193,000 194,000 Other accrued expenses 75,000 13,000 Current portion of notes payable 172,000 166,000 Current portion of capital lease obligations 4,000 6,000 ------------- ------------- Total current liabilities 1,237,000 1,066,000 Accrued interest payable 1,451,000 1,378,000 Notes payable, net of current portion 3,332,000 3,341,000 ------------- ------------- Total liabilities $ 6,020,000 $ 5,785,000 ------------- ------------- Commitments and contingencies Stockholders' equity (deficit) Series A convertible preferred stock - no par value 30,000,000 shares authorized 2,734,000 and 2,748,000 shares issued and outstanding Liquidating preference at $0.60 per share, aggregating $1,640,000 and $1,649,000 $ 1,758,000 $ 1,774,000 Series B convertible preferred stock - no par value 5,000,000 shares authorized 1,217,000 and 1,217,000 shares issued and outstanding Liquidating preference at $2 per share aggregating $2,434,000 2,434,000 2,434,000 Common Stock, no par value 750,000,000 shares authorized 416,473,000 and 415,265,000 shares issued and outstanding 90,644,000 90,465,000 Common stock subscribed 28,000 165,000 Stock notes receivable (1,176,000) (1,176,000) Additional paid-in capital 6,900,000 6,900,000 Accumulated deficit (101,271,000) (100,459,000) ------------- ------------- Total stockholders' equity (deficit) (683,000) 103,000 ------------- ------------- Total liabilities and stockholders' equity (deficit) $ 5,338,000 $ 5,888,000 ============= ============= The accompanying notes are an integral part of these financial statements
3 ENOVA SYSTEMS, INC. STATEMENTS OF OPERATIONS (Unaudited) For the Three Months Ended March 31, - ---------------------------------------------------------------------------------------
2005 2004 ------------- ------------- Net revenues Research and development contracts $ 200,000 $ 436,000 Production 492,000 672,000 ------------- ------------- Total net revenues 692,000 1,108,000 ------------- ------------- Cost of revenues Research and development contracts 119,000 305,000 Production 451,000 353,000 ------------- ------------- Total cost of revenues 570,000 658,000 ------------- ------------- Gross profit 122,000 450,000 ------------- ------------- Other costs and expenses Research & development 217,000 128,000 Selling, general & administrative 608,000 438,000 Interest and other income/expense, net 69,000 1,000 Equity in losses of equity method investee 40,000 44,000 ------------- ------------- Total other costs and expenses 934,000 611,000 ------------- ------------- Net loss $ (812,000) $ (161,000) ============= ============= Basic loss and diluted loss per share $ (0.01) $ (0.01) ============= ============= Weighted-average number of shares outstanding 415,717,000 374,644,000 ============= ============= The accompanying notes are an integral part of these financial statements
4 ENOVA SYSTEMS, INC. STATEMENTS OF CASH FLOWS (Unaudited) For the Three Months Ended March 31, - ------------------------------------------------------------------------------------------------------------------------------------
----------- ----------- 2005 2004 ----------- ----------- Cash flows from operating activities Net loss $ (812,000) $ (161,000) Adjustments to reconcile net loss to net cash used by operating activities Change in allowance for doubtful accounts 23,000 -- Depreciation and amortization 72,000 85,000 Equity in losses of equity method investee 40,000 44,000 Issuance of common stock for services 28,000 16,000 (Increase) decrease in Accounts receivable (170,000) (155,000) Inventory and supplies (135,000) 77,000 Prepaid expenses and other current assets (60,000) 12,000 Increase (decrease) in Accounts payable 226,000 (94,000) Accrued expenses 61,000 (6,000) Deferred revenues (118,000) -- Accrued interest payable 73,000 62,000 ----------- ----------- Net cash used by operating activities (772,000) (120,000) ----------- ----------- Cash flows from investing activities Purchases of property and equipment $ (46,000) $ -- ----------- ----------- Net cash used in investing activities (46,000) -- ----------- ----------- Cash flows from financing activities Net payments on line of credit $ (1,000) $ (3,000) Payment on notes payable and capital lease obligations (6,000) (8,000) Proceeds from exercise of stock options -- 188,000 ----------- ----------- Net cash provided by (used in) financing activities (7,000) 177,000 ----------- ----------- Net increase (decrease) in cash and cash equivalents (825,000) 57,000 Cash and cash equivalents, beginning of year 1,575,000 530,000 ----------- ----------- Cash and cash equivalents, end of year $ 750,000 $ 587,000 =========== =========== The accompanying notes are an integral part of these financial statements
5 ENOVA SYSTEMS, INC. STATEMENTS OF CASH FLOWS (Unaudited) For the Three Months Ended March 31, - ------------------------------------------------------------------------------------------------------------------------------------
----------- ----------- 2005 2004 ----------- ----------- Supplemental disclosure of cash flow information Interest paid $ 3,000 $ 9,000 =========== =========== Income taxes paid $ -- $ -- =========== =========== Supplemental schedule of non- cash investing and financing activities Conversion of preferred stock to common stock $ 14,000 $ -- =========== =========== The accompanying notes are an integral part of these financial statements
6 ENOVA SYSTEMS, INC. NOTES TO FINANCIAL STATEMENTS (Unaudited) For the Three Months Ended March 31, 2005 and 2004 NOTE 1 - Basis of Presentation The accompanying unaudited financial statements have been prepared from the records of our company without audit and have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not contain all the information and notes required by accounting principles generally accepted in the United States of America for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation of the financial position at March 31, 2005 and the interim results of operations for the three months ended March 31, 2005 and cash flows for the three months ended March 31, 2005 have been included. The balance sheet at December 31, 2004, presented herein, has been prepared from the audited financial statements of our company for the year then ended. The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires us to make estimates and assumptions affecting the reported amounts of assets, liabilities, revenues and expenses, and the disclosure of contingent assets and liabilities. The March 31, 2005 and December 31, 2004 inventories are reported at market value. Inventories have been valued on the basis that they would be used, converted and sold in the normal course of business. Certain reclassifications have been made to the prior period's financial statements to conform to the current period's presentation. The amounts estimated for the above, in addition to other estimates not specifically addressed, could differ from actual results; and the difference could have a significant impact on the financial statements. Accounting policies followed by us are described in Note 1 to the audited financial statements for the fiscal year ended December 31, 2004. 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 for purposes of the interim financial statements. The financial statements should be read in conjunction with the audited financial statements, including the notes thereto, for the year ended December 31, 2004, which are included in our Form 10-K Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 as filed with the Securities and Exchange Commission. Basic and diluted net loss per common share is computed using the weighted average number of common shares outstanding. Since a loss from operations exists, diluted earnings per share number is not presented because the inclusion of common stock equivalents, consisting of Series A and B preferred stock, unexercised stock options and warrants, would be anti-dilutive. The results of operations for the three months ended March 31, 2005 presented herein are not necessarily indicative of the results to be expected for the full year. Revenue Recognition From time to time, the Company enters into arrangements with its customers where there are multiple deliverables. In accordance with Emerging Issues Task Force Issue No. 00-21 "Revenue Arrangements with Multiple Deliverables", when a company enters into these types of arrangements, the contract is divided into 7 separate units of accounting based on relative fair values, and revenue recognition criteria are assessed separately for each separate unit of accounting. These elements will include product sales, service elements, and fixed-price development elements. Revenues from Component Sales Revenues from sales of components are recognized when shipped and title passes to the customer. Service Revenue Services revenues are billed and recognized in the period the services are rendered and earned and the collection of the related receivable is probable. Method of Accounting for Long-Term Contracts In accordance with the American Institute of Certified Public Accountant's Statement of Position 81-1, "Accounting for Performance of Certain Construction-Type and Certain Product Type Contracts," the Company records its revenues on long-term, fixed price contracts on the basis of the percentage-of-completion method applied to individual contracts, commencing when progress reaches a point where experience is sufficient to estimate final results with reasonable accuracy and collection of the related receivable is probable. That portion of the total contract price is accrued which is allocable, on the basis of the Company's estimates of the percentage-of-completion, to contract expenditures and work performed. Operating expenses, including indirect costs and administrative expenses, are charged to income as incurred and are not allocated to contract costs. As these long-term contracts are performed, revisions in cost and profit estimates during the course of the work are recognized in the accounting period in which the facts which require the revision become known. At the time a loss on a contract becomes known, the entire amount of the estimated ultimate loss on both short- and long-term contracts is accrued. Recently Issued Pronouncement In March 2005, the FASB issued FIN 47, "Accounting for Conditional Asset Retirement Obligations - an Interpretation of FASB Statement No. 143, Accounting for Asset Retirement Obligations." This interpretation addresses the timing of liability recognition for legal obligations associated with the retirement of a tangible long-lived asset when the timing and/or method of settlement of the obligation are conditional on a future event. The interpretation requires an entity to recognize a liability for the fair value of a conditional asset retirement obligation when incurred if the liability's fair value can be reasonably estimated. The adoption of this interpretation did not have any impact on our financial statements 8 NOTE 2 - Notes Payable, Long-Term Debt and Other Financing Notes payable and long-term debt is comprised of the following:
March 31, 2005 December 31, 2004 -------------- ----------------- (unaudited) Secured note payable to Credit Managers Association of California, bearing interest at 6% per annum during 2003 and at prime plus 3% per annum in 2004 and through maturity. Principal and unpaid interest due in April 2016. A sinking fund escrow is required to be funded with 10% of future equity financing, as defined in the agreement 3,332,000 3,332,000 Unsecured note payable, bearing interest at 10% per annum. This note payable is in default 120,000 120,000 Secured note payable to a Coca Cola Enterprises in the original amount of $40,000, bearing interest at 5% per annum. Principal and unpaid interest due in July 2005 40,000 40,000 Secured note payable to a financial institution in the original amount of $33,000, bearing interest at 8% per annum, payable in 36 equal monthly installments 12,000 15,000 ---------- ---------- 3,504,000 3,507,000 Less current maturities 172,000 166,000 ---------- ---------- Total $3,332,000 $3,341,000 ========== ==========
NOTE 3 - Tomoe LTA Long-Term Contract Enova has entered into a development and production contract with Tomoe Electro-Mechanical Engineering and Manufacturing, Inc. for eight battery-electric locomotives for the Singapore Land Transport Authority for service vehicles for the Singapore Mass Rapid Transit Circle Line system for maintenance, repair, shunting and recovery of passenger trains. Completion of the contract will take approximately 15-18 months and is valued at approximately $3,100,000. We are recording revenues for this long-term, fixed price contract on the basis of the percentage-of-completion method. The contract contains several deliverables over its life and therefore we will divide these deliverables into separate units of accounting based on relative fair values. Revenue recognition criteria will be assessed separately for each separate unit of accounting. As of March 31, 2005, we recorded revenues of $188,000 related to the development portion of this contract. NOTE 4 - Shareholders' Equity/ (Deficit) During the three months ended March 31, 2005, we recorded 272,000 shares of restricted common stock as common stock subscribed to the Board of Directors at an average price of $0.105 per share for full board meetings and committee meetings during the first quarter of 2005. 9 During the three months ended March 31, 2005, 1,196,000 shares of restricted common stock, totaling $165,000, were issued to the Board of Directors from common stock subscribed. NOTE 5 - Subsequent Events On April 21, 2005, the Board of Directors of Enova Systems, Inc. approved an Employment Agreement between the Company and Edwin Riddell, the President and Chief Executive Officer of the Company. The agreement is effective as of May 1, 2005. Mr. Riddell is also a director of the Company. Pursuant to the agreement, Mr. Riddell will receive a yearly salary of at least $208,000, subject to increase upon annual reviews of his compensation and performance. In addition, Mr. Riddell will be eligible for performance bonuses to be mutually agreed upon by both parties. Mr. Riddell will also receive options to purchase 1,000,000 shares of the Company's common stock at an original exercise price of $0.11 per share, representing at least the fair market value of the Companys' common stock as of April 21, 2005 as determined in accordance with the Company's equity plan. The stock options will vest over three years in equal monthly installments and will expire five years from the date of issuance. Mr. Riddell shall be entitled to all other fringe benefits to which all executives and employees of the Enova are entitled as well as a company automobile and company apartment while employed by the Company. Mr. Riddell's employment is at-will and may be terminated by the Company for any reason and at any time. In the event that Mr. Riddell's employment is terminated by the Company without cause, as defined in the Agreement, Mr. Riddell is entitled to receive one year's salary and health benefits as severance. If the Board should change Mr. Riddell's duties or authority so that it may reasonably be found that Mr. Riddell is no longer performing as the Chief Executive Officer of the Company or if the Company is sold, merged, or closed, then, in either instance, Mr. Riddell shall have the right to terminate the Agreement and receive the same severance payment as if his employment had been terminated without cause. Mr. Riddell may otherwise terminate his employment at any time but will not be entitled to any severance benefits. In the event of a single period of prolonged inability to work due to the result of a sickness or an injury, Mr. Riddell will be compensated at his full rate pay for at least 6 (six) months from the date of the sickness or injury. On April 21, 2005, the Company also entered into a Release Agreement with Carl Perry relating to his transition from the position of Chief Executive Officer of the Company. The agreement is effective as of April 21, 2005. Pursuant to the release agreement, (a) Mr. Perry will receive a lump sum payment of $75,924.18, and (b) the Company will pay him an amount for health insurance coverage and will continue to pay the premiums of a life insurance policy, in each case for the period January through December 2005. Under the release agreement, Mr. Perry also received his salary of Ten Thousand Dollars ($10,000.00) per month from August 18, 2004 through the end of December 2004. The foregoing amounts and benefits, among other things, are being provided to Mr. Perry in exchange for a general release of all claims, an express release of claims for age discrimination and a covenant not to pursue complaints with the Company. The release agreement sets forth certain restrictions on the sale of Enova common stock which Mr. Perry holds through the earlier of (a) January 1, 2006 or (b) six months after Enova receives additional capital funding of at least Five Million Dollars . 10 ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS OVERVIEW The following information should be read in conjunction with the interim financial statements and the notes thereto in Part I, Item I of this Quarterly Report and with Management's Discussion and Analysis of Financial Condition and Results of Operations contained in the Company's Annual report on Form 10-K for the year ended December 31, 2004. The matters addressed in this Management's Discussion and Analysis of Financial Condition and Results of Operations, with the exception of the historical information presented contains certain forward-looking statements involving risks and uncertainties. Our actual results could differ materially from those anticipated in these forward-looking statements as a result of certain factors, including the risks discussed in this Item 2 and specifically discussed in this report under the heading "Certain Factors That May Affect Future Results" following this Management's Discussion and Analysis section, and elsewhere in this report. In the ordinary course of business, the Company has made a number of estimates and assumptions relating to the reporting of results of operations and financial condition in the preparation of its financial statements in conformity with accounting principles generally accepted in the United States of America. Actual results could differ significantly from those estimates under different assumptions and conditions. The Company believes that the following discussion addresses the Company's most critical accounting policies, which are those that are most important to the portrayal of the Company's financial condition and results. The Company constantly re-evaluates these significant factors and makes adjustments where facts and circumstances dictate. Historically, actual results have not significantly deviated from those determined using the necessary estimates inherent in the preparation of financial statements. Estimates and assumptions include, but are not limited to, customer receivables, inventories, equity investments, fixed asset lives, contingencies and litigation. The Company has also chosen certain accounting policies when options were available, including: o Inventories are priced at the lower of cost or market using standard costs, which approximate actual costs on a first-in, first-out (FIFO) basis. We maintain a perpetual inventory system and continuously record the quantity on-hand and standard cost for each product, including purchased components, subassemblies and finished goods. We maintain the integrity of perpetual inventory records through periodic physical counts of quantities on hand. Finished goods are reported as inventories until the point of transfer to the customer. Generally, title transfer is documented in the terms of sale. Standard costs are generally re-assessed at least annually and reflect achievable acquisition costs, generally the most recent vendor contract prices for purchased parts, currently obtainable assembly and test labor, and overhead for internally manufactured products. Manufacturing labor and overhead costs are attributed to individual product standard costs at a level planned to absorb spending at average utilization volumes. We maintain an allowance against inventory for the potential future obsolescence or excess inventory that is based on our estimate of future sales. A substantial decrease in expected demand for our products, or decreases in our selling prices could lead to excess or overvalued inventories and could require us to substantially increase our allowance for excess inventory. If future customer demand or market conditions are less favorable than our projections, additional inventory write-downs may be required, and would be reflected in cost of revenues in the period the revision is made. 11 o Stock Based Compensation - we periodically issue common stock or stock options to employees and non-employees for services rendered. For common stock issuances, the cost of these services is recorded based upon the fair value of our common stock on the date of issuance. SFAS No. 123, "Accounting for Stock-Based Compensation," establishes and encourages the use of the fair value based method of accounting for stock-based compensation arrangements under which compensation cost is determined using the fair value of stock-based compensation determined as of the date of grant and is recognized over the periods in which the related services are rendered. The statement also permits companies to elect to continue using the current implicit value accounting method specified in Accounting Principles Board ("APB") Opinion No. 25, "Accounting for Stock Issued to Employees," to account for stock-based compensation. We have elected to use the intrinsic value based method and has disclosed the pro forma effect of using the fair value based method to account for its stock-based compensation. For issuances of stock options to employees and directors we measure compensation costs using the intrinsic value method, or APB Opinion No. 25. Stock options granted to non-employees are accounted for under the fair value method. The fair value of stock options granted is calculated using the Black Scholes option pricing model based on the weighted average assumptions. o Allowance for Doubtful Accounts - we maintain allowances for doubtful accounts for estimated losses resulting from the inability of its customers to make required payments. A considerable amount of judgment is required in assessing the ultimate realization of accounts receivable including the current credit-worthiness of each customer. If the financial condition of the Company's customers were to deteriorate, resulting in an impairment of their ability to make payments, additional allowances may be required. o Contract Services Revenue and Cost Recognition - The Company is required to make judgments based on historical experience and future expectations, as to the reliability of shipments made to its customers. These judgments are required to assess the propriety of the recognition of revenue based on Staff Accounting Bulletin ("SAB") No. 101 and 104, "Revenue Recognition," and related guidance. The Company makes these assessments based on the following factors: i) customer-specific information, ii) return policies, and iii) historical experience for issues not yet identified. Under FAS Concepts No. 5, revenues are not recognized until earned. The Company manufactures proprietary products and other products based on design specifications provided by its customers. Revenue from sales of products are generally recognized at the time title to the goods and the benefits and risks of ownership passes to the customer which is typically when products are shipped based on the terms of the customer purchase agreement. Revenue relating to long-term fixed price contracts is recognized using the percentage of completion method. Under the percentage of completion method, contract revenues and related costs are recognized based on the percentage that costs incurred to date bear to total estimated costs. Changes in job performance, estimated profitability and final contract settlements may result in revisions to cost and revenue, and are recognized in the period in which the revisions are determined. Contract costs include all direct materials, subcontract and labor costs and other indirect costs. General and administrative costs are charged to expense as incurred. At the time a loss on a contract becomes known, the entire amount of the estimated loss is accrued. The aggregate of costs incurred and estimated earnings recognized on uncompleted contracts in excess of related billings is shown as a current asset, and billings on uncompleted contracts in excess of costs incurred and estimated earnings is shown as a current liability. These accounting policies were applied consistently for all periods presented. Our operating results would be affected if other alternatives were used. Information about the impact on our operating results is included in the footnotes to our financial statements. 12 Recently Issued Accounting Standard - ----------------------------------- In March 2005, the FASB issued FIN 47, "Accounting for Conditional Asset Retirement Obligations - an Interpretation of FASB Statement No. 143, Accounting for Asset Retirement Obligations." This interpretation addresses the timing of liability recognition for legal obligations associated with the retirement of a tangible long-lived asset when the timing and/or method of settlement of the obligation are conditional on a future event. The interpretation requires an entity to recognize a liability for the fair value of a conditional asset retirement obligation when incurred if the liability's fair value can be reasonably estimated. The adoption of this interpretation did not have any impact on our financial statements GENERAL Enova Systems, Inc., a California Corporation ("Enova" or the "Company"), was incorporated on July 30, 1976. The Company's fiscal year ends December 31. Enova believes it is a leader in the development and production of proprietary, commercial digital power management systems for transportation vehicles and stationary power generation systems. Power management systems control and monitor electric power in an automotive or commercial application such as an automobile or a stand-alone power generator. Drive systems are comprised of an electric motor, an electronics control unit and a gear unit which power an electric vehicle. Hybrid systems, which are similar to pure electric drive systems, contain an internal combustion engine in addition to the electric motor, eliminating external recharging of the battery system. A hydrogen fuel cell based system is similar to a hybrid system, except that instead of an internal combustion engine, a fuel cell is utilized as the power source. A fuel cell is a system which combines hydrogen and oxygen in a chemical process to produce electricity. Stationary power systems utilize similar components to those which are in a mobile drive system in addition to other elements. These stationary systems are effective as power-assist or back-up systems, alternative power, for residential, commercial and industrial applications. A fundamental element of Enova's strategy is to develop and produce advanced proprietary software, firmware and hardware for applications in these alternative power markets. Our focus is digital power conversion, power management, and system integration, for two broad market applications - vehicle power generation and stationary power generation. Specifically, we develop; design and produce drive systems and related components for electric, hybrid-electric, fuel cell and microturbine-powered vehicles. We also develop, design and produce power management and power conversion components for stationary distributed power generation systems. These stationary applications can employ hydrogen fuel cells, microturbines, or advanced batteries for power storage and generation. Additionally, we perform research and development to augment and support others' and our own related product development efforts. Our product development strategy is to design and introduce to market successively advanced products, each based on our core technical competencies. In each of our product / market segments, we provide products and services to leverage our core competencies in digital power management, power conversion and system integration. We believe that the underlying technical requirements shared among the market segments will allow us to more quickly transition from one emerging market to the next, with the goal of capturing early market share. Enova's primary market focus centers on both series and parallel heavy-duty drive systems for multiple vehicle and marine applications. We believe series-hybrid and parallel hybrid heavy-duty drive system sales offer Enova the greatest return on investment in both the short and long term. Additionally, Enova management believes that this area will see significant growth over the next several years. As we penetrate more market areas, we are continually refining and optimizing both our market strategy and our product line to maintain our leading edge in power management and conversion systems for mobile applications. 13 Management's strategy is to provide a dual path approach in offering both a series and parallel hybrid drive systems solution. We have developed or are developing a variety of heavy-duty drive system solutions including our series hybrid drive system featuring our diesel generator set; a post-transmission parallel hybrid system and two variations of a pre-transmission parallel hybrid drive system. Many of these systems are currently being utilized in our customer's trucks and buses such as the Mack R-11 refueler vehicle which utilizes our post-transmission parallel hybrid and WrightBus of the United Kingdom's 10m bus which utilizes our series hybrid drive system. Additionally, we continue to pursue privately and governmental funded development programs. These programs allow us to increase our revenue base, form new alliances with major OEMs and participate in the latest trends in alternative fuel technologies. Research and development revenues in the first quarter of 2005 are a result of engineering services for the Mack/Volvo hybrid drive system, the EDO minesweeper project, the First Auto Work (FAW) parallel hybrid program and various Hawaii Center for Advanced Transportation Technologies (HCATT) programs. In the quarter ended March 31, 2005, we entered into contracts for several new development efforts with both new and existing customers. Enova is teaming with Concurrent Technologies Corporation (CTC) to provide and integrate a fuel cell hybrid drive system for another MB4 tow tractor for the U.S. Air Force. Additionally, we are working on a parallel hybrid drive system study for HCATT in conjunction with the U.S. Air Force. We continue to receive greater recognition from both governmental and private industry with regards to both commercial and military application of our hybrid drive systems and fuel cell power management technologies. Although we believe that current negotiations with several parties may result in development and production contracts during 2005 and beyond, there are no assurances that such additional agreements will be realized. During the quarter ended March 31, 2005, we continued to develop and produce electric and hybrid electric drive systems and components for FAW China, Wright Bus and Eneco of the United Kingdom, EcoPower Technology (EPT) of Italy, Tsinghua University of China, MTrans of Malaysia, Tomoe Electro-Mechanical Engineering and Manufacturing, Inc. of Japan and several other domestic and international vehicle and bus manufacturers. Our various electric and hybrid-electric drive systems, power management and power conversion systems are being used in applications, including Class 8 trucks, train locomotives, transit buses and industrial vehicles as well as in non-transportation applications such as fuel-cell management and power management systems, including the EDO minesweeper. We have furthered our development and production of systems for both mobile and stationary fuel cell powered systems with major companies such as Ford and Hydrogenics, a fuel cell developer in Canada. Heavy-Duty Drive Systems - Buses, Trucks, Vans and Other Industrial Vehicle - -------------------------------------------------------------------------------- Applications - ------------ Enova's primary market focus centers on both series and parallel heavy-duty drive systems for multiple vehicle and marine applications. We believe series-hybrid and parallel hybrid heavy-duty drive system sales offer Enova the greatest return on investment in both the short and long term. Although this market sector has developed more slowly than anticipated, management believes that this area will see significant growth over the next several years. As the Company penetrates more market areas, we are continually refining and optimizing both our market strategy and our product line to enhance our power management and conversion systems for mobile applications. In the first quarter of 2005, we continued to market our latest hybrid, the HybridPower Series Hybrid, to customers in Europe and Asia. Enova's new diesel 14 generator set, the power component within the hybrid drive system, delivers 60 kilowatts volts of continuous power, enabling it to integrate seamlessly with Enova's 240kW or 120kW drive motors and other digital power management components. The series hybrid genset consists of a 60kW electric motor, a motor controller and a diesel engine meeting stringent Euro 3 or Euro 4 emission specifications. The genset is distinctively designed to allow end users to choose the engine best suited for their commercial needs, permitting a wide variety of engine choices. For the three months ended March 31, 2005, we received orders for six HybridPower Series Hybrid 120kW drive systems to WrightBus of the United Kingdom and one system to Tomoe of Japan for their Seoul Metro Railway Transit (SMRT) project. Additionally, WrightBus has ordered our HybridPower Series Hybrid 240kW drive system for its double-decker buses and Tomoe has ordered three of our post-transmission parallel hybrid drive systems for its SMRT project. Tsinghua University in China continues to order both 120kW and 240kW HybridPower drive system for its fuel cell hybrid bus development program. During the first quarter of 2005, we received orders for two each of these systems. Our pre-transmission parallel hybrid drive system program with FAW for their buses continued during the first quarter of 2005. The first vehicle was successfully integrated and tested, and FAW has commenced integration of the second and third buses. We anticipate an order for an additional three systems in the second quarter of 2005 to be followed by increased demand toward the end of 2005. Management believes that these development and initial production programs will result in additional production contracts during 2005 and beyond; however at this time; there are no assurances that such additional contracts will be consummated. Our eight drive system contract with Tomoe for Singapore Land Transport Authority's eight battery-electric locomotives continues on target. Over the last several years, Enova successfully integrated its HybridPowerTM drive systems into Tomoe's heavy-duty Isuzu dump truck application, three passenger trams and a mine tunnel crawler. It is anticipated that the hybrid drive train components will begin being delivered in late 2005 at Tomoe's Japan-based facilities. Enova anticipates the total contract to exceed US$3 million over the life of the contract which is anticipated to run through the second quarter of 2006. This latest market penetration in Asia enhances not only Enova's alliances with both Tomoe and HHI, but also advances Enova's hybrid-electric technologies in high voltage power management components. As part of this contract, Enova will develop a high voltage charging system to enable the locomotive to receive a direct battery charge from the high voltage rail. Tomoe and Enova continue to develop other commercial and industrial applications for our drive systems, including potential light rail applications. For the quarter ended March 31, 2005 we billed approximately $108,000 for these various systems. Although we anticipate additional orders for these systems in 2005 and beyond, there are no assurances that such additional orders will be forthcoming. As noted, WrightBus, one of the largest low-floor bus manufacturers in the United Kingdom, continues to purchase our diesel genset-powered, series hybrid drive systems for their medium and large bus applications. WrightBus ordered six 120kW drive systems and one 240kW drive system in early 2005 for a total of $215,000 to be delivered in the 1st and 2nd quarters of 2005. In late 2004, we entered into an exclusive three-year agreement with WrightBus for the sale of certain Enova products for specific vehicles in the United Kingdom. WrightBus has notified us of potential additional orders for 2005 as well as requirements for 2006 through 2007. At this time, however, there are no assurances that such additional orders will be forthcoming. Eneco of the United Kingdom, a vehicle integrator which utilizes Enova's HybridPower 120kW drive systems in its hybrid bus applications, has ordered sixteen 120kW electric drive systems in early 2005, totaling $483,000 for delivery in the second and third quarters of 2005. Eneco has notified us of its plans to order additional 120kw systems in the 3rd and 4th quarter 2005 for its bus programs. At this time, however, there are no assurances that such additional orders will be forthcoming. 15 In Italy, our relationship with EPT continues to build as they order additional hybrid electric HybridPowerTM 120kw drive systems for their bus customers in Turin, Genoa, Brescia, Ferrara and Vicenza. EcoPower ordered five additional drive systems in the first quarter of 2005 for delivery in the 2nd quarter which totals $138,000. EPT has notified Enova of its requirements for additional drive systems in 2005; however, there are no assurances that such additional orders will be forthcoming. MTrans of Malaysia continues to utilize Enova's series hybrid drive system solutions in its hybrid bus applications. In the 1st quarter 2005, MTrans ordered two additional drive systems, a 120kW and a 240kW, for integration into their vehicles. MTrans has discussed the potential of utilizing Enova drive systems for all of its hybrid and monorail requirements in 2005 and beyond. At this time, however, there are no assurances that such additional orders will be forthcoming. Additionally, we are in discussions with other bus manufacturers and industrial, commercial and military vehicle manufacturers regarding the purchase of our heavy-duty, high performance, parallel and series hybrid drive systems in 2005. There are no assurances, however, that these discussions will result in any sales of the HybridPower parallel or series hybrid drive systems. Light-Duty Drive Systems - Automobiles and Delivery vehicles - ------------------------------------------------------------ Our 90kW controller, motor and gear unit is utilized in light duty vehicles such as midsize automobiles and delivery vehicles. The topology of this system is being adapted to also be utilized as a parallel hybrid motor and controller system. We are beginning to receive more interest in our light-duty systems from both European and Asian customers. Our 90kW motor controller is utilized in the parallel hybrid drive system designed for FAW. In conjunction with the 90kW motor, FAW and Enova are evaluating this latest usage of our hybrid technologies. As noted earlier, we anticipate additional demand for these systems. At this time, however, there are no assurances that such additional orders will be forthcoming. We continue to cross-sell our systems to new and current customers in the light and medium duty vehicle markets, both domestically and globally. Fuel Cell Technologies - ---------------------- Due to the success of the 20kW High Voltage Energy Converter (HVEC) development program with Ford Motor Company for their fuel cell vehicle, Ford has entered into another development contract with Enova for a 30kW converter. The new program is for two 30kW HVEC systems for delivery in the third quarter of 2005. The 20kW HVEC is a key component in Ford's Focus Fuel Cell Vehicle (FCV) which utilizes the Ballard fuel cell system. It converts high voltage power from the fuel cell into a lower voltage for use by the drive system and electronic accessories. There is a potential for additional production orders for HVEC units from Ford in 2005 and beyond; however, at this time, there are no assurances that such additional orders will be forthcoming. Furthermore, we are applying the technology and components derived from this program to other applications. The HVEC is a critical component of our Fuel Cell bus programs and other fuel cell powered systems such as the Hyundai fuel cell vehicle. Both of these projects are further detailed in the research and development programs section set forth below. Our latest projects with both CTC and HCATT for a fuel cell powered MB-4 tow tractor and a step-van, respectively, both utilize our HVEC units to control and adapt power between the fuel cells, the batteries and the power electronics of the drive system. In heavy-duty mobile applications such as these, Enova has developed firmware to run our HVEC units in parallel for greater power capacity. 16 Enova's fuel cell enabling components are part of the proposed fleets of fuel cell vehicles being utilized by both Ford Motor Company - the Ford Focus FCV- and Hyundai Motor Company - the Hyundai Tucson fuel cell hybrid electric vehicle - - in response to the U.S. Department of Energy's solicitation, entitled "Controlled Hydrogen Fleet and Infrastructure Demonstration and Validation Project." This government-funded project, which commenced in late 2004, will last over five years evaluating the economic and performance feasibility of fuel cell vehicles and infrastructure across the U.S. The Company will continue to explore new applications for this versatile technology in both mobile and stationary systems. Research and Development Programs - --------------------------------- We continue to pursue government and commercially sponsored development programs for both ground and marine heavy-duty drive system applications. Our program with Mack Truck, Inc., Powertrain division - a unit of The Volvo Group, Sweden, for the development and manufacture of a motor controller, electric motor and battery management systems for a new parallel hybrid drive system continues on schedule. The new parallel hybrid vehicle program is part of the Air Force's efforts to improve efficiency, reduce fuel and maintenance costs, provide re-generative brake energy and reduce emissions. The refueler fleet consists of approximately 300 vehicles and, upon successful completion and evaluation of the refueler vehicle, there is the potential for additional upgrades to the parallel hybrid drive system. As part of the program, Mack Trucks will also evaluate the applicability of the drive system to commercial vehicles commencing with its Class 8 Refuse Hauler. Mack Trucks currently produces approximately 3,000 refuse vehicles per annum for major customers such as Waste Management. This development program is anticipated to be completed in mid 2005, followed by an evaluation period of approximately three to nine months. Our development contract with EDO Corporation of New York for the design and fabrication of a high voltage DC-DC power conversion system utilizing a Capstone microturbine as the primary power source for the U.S. Navy unmanned minesweeper project was completed in the first quarter of 2005. The electronics package will include Enova's advanced power components, including a new, enhanced 50V, 700A DC-DC power converter, our Battery Care Unit and Hybrid Control Unit which will power the minesweeper's electromagnetic detection system. Our power management and conversion system will be used to provide on-board power to other accessories on the minesweeper platform. Although this program also has the potential for additional system sales following the demonstration phase, there are no assurances that such additional orders will be forthcoming. The all-electric Hyundai Santa Fe SUV demonstration project in Honolulu Hawaii is nearing its completion in June 2005 for three of the program's vehicles. Fast-charging capabilities and performance will be the primary focus of this continued evaluation. This is a continuation of the State of Hawaii and Hyundai Motor Company's program for pure electric vehicle performance. Enova has completed its development for Hyundai Motor Company (HMC) of the fuel cell power management and conversion components for Hyundai's latest fuel cell hybrid electric vehicle, the Tucson, which was unveiled at the Geneva Auto Show in March 2004. During the first quarter of 2005, Enova completed test and evaluation of the 8 systems delivered in 2004. HMC has notified Enova of its intent to order up to 40 more motors and controllers for additional vehicles commencing in the second half of 2005. Although we believe there is potential for such production in 2005, there can be no assurances at this time that such orders will be realized. 17 We also completed our Hydrogenics fuel cell HybridPower 120kW hybrid drive program for the Purolator step-van. In integrating this system, we utilized several Enova power management systems, including our dual 8kW inverter and our Mobile Fuel Cell Generator that utilizes our HVECs. This fuel cell vehicle application utilized a Hydrogenics 20kW fuel cell power generation module underscoring our technologies' ability to optimize fuel cell performance across a range of fuel cell products. The program is in its final stage of evaluation. Our HCATT fuel cell powered step-van continues on schedule to be completed in the third quarter of 2005, ending with an evaluation phase. This vehicle is almost identical to the Purolator step-van and utilizes the same fuel cell powered drive systems and components. We are experiencing a notable increase in interest from both government and military organizations for our products and integration services. The first of these being the project with CTC for the fuel cell powered MB-4 tow tractor. For the quarter ended March 31, 2005, we billed approximately $139,000 for all of our HCATT programs. Additionally, during the first quarter of 2005, we commenced a parallel hybrid study project with HCATT which may lead to a contract for the development of a pre-transmission parallel hybrid step-van for the U.S. Air Force in the second half of 2005. . Although we believe there is potential for production of this type of drive system and other development programs in 2005, there can be no assurances at this time that such contracts will be realized. We intend to establish new development programs with the Hawaii Center for Advanced Transportation Technologies in mobile and marine applications as well as other state and federal government agencies as funding becomes available. Stationary Power Applications - ----------------------------- Enova continues to attract new partners and customers from both fuel cell manufacturers and petroleum companies. It is our belief that utilizing our power management systems for stationary applications for fuel cells will open new markets for our Company. We believe the stationary power market will play a key role in our future. We continue to pursue alliances with leading manufacturers in this area. There are, however, no assurances that this market will develop as anticipated or that such alliances will occur. LIQUIDITY AND CAPITAL RESOURCES The audited December 31, 2004 financial statements have been prepared on a going concern basis which contemplates the realization of assets and satisfaction of liabilities in the normal course of business. Over the next few years, we expect to incur losses from operations as we continue to develop future products and market our current products. We will need to raise additional capital through debt or equity financings or collaborative arrangements with industry partners to continue our business operations. Our ability to continue as a going concern is dependent on our success at obtaining additional capital sufficient to meet our obligations on a timely basis, and to ultimately attain profitability. Management is actively engaged in seeking to raise capital through product licensing, co-development programs, or public or private equity financing. There is no assurance, however, that we will raise capital sufficient to enable us to continue operations through the end of the fiscal year. In the event we are unable to successfully obtain additional capital, it is unlikely that we will have sufficient cash flows and liquidity to finance our business operations as currently contemplated. Accordingly, in the event additional capital is not obtained, we will likely further downsize the organization, defer marketing programs, reduce general and administrative expenses and delay or reduce the scope of research and development projects until we are able to obtain sufficient financing to do so. These factors could 18 significantly limit our ability to continue as a going concern. The balance sheets do not include any adjustments relating to recoverability and classification of recorded asset amounts or the amounts of classification of liabilities that might be necessary should the Company be unable to continue in existence. We have experienced cash flow shortages due to operating losses primarily attributable to research, development, marketing and other costs associated with our strategic plan as an international developer and supplier of electric propulsion and power management systems and components. Cash flows from operations have not been sufficient to meet our obligations. Therefore, we have had to raise funds through several financing transactions. At least until we reach breakeven volume in sales and develop and/or acquire the capability to manufacture and sell our products profitably, we will need to continue to rely on cash from external financing sources. We are seeking new investment capital to fund research and development and create new market opportunities. In order to fuel our growth in the stationary power market, we will need additional capital to further these development programs and augment our intellectual properties. However, our current sources of funds are not sufficient to provide the working capital for material growth, and we will need to obtain additional debt or equity financing to support such growth. As of March 31, 2005, there were no firm commitments for such funds. Our operations during the quarter ended March 31, 2005 were financed by development contracts and product sales, as well as from working capital reserves. During the quarter ended March 31, 2005, our operations required $825,000 more in cash than was generated. Enova continues to increase marketing and development spending as well as administrative expenses necessary for expansion to meet customer demand. Accounts receivable increased by $170,000 from $522,000, or approximately 32% from the balance at December 31, 2004 (net of write-offs). The increase results from additional product sales in the first quarter as well as the completion of several development contracts which were originally scheduled to finish in late 2004. We are realizing an increase in sales activity for our drive systems, components and development services which commenced in the fourth quarter of 2004 and we anticipate that we will increase receivables during the next several quarters. Inventory increased slightly by $135,000 from $1,036,000 or 13% from December 31, 2004 balances. The increase was due to purchases of additional raw materials and finished goods for orders to be fulfilled in the second and third quarters of 2005. Prepaid expenses increased by net $60,000 at March 31, 2005 from the December 31, 2004 balance of $304,000 or 20% due to the renewal of our various insurance policies. There was an offsetting increase in insurance contracts payables as these policies are financed in the normal course of business. Fixed assets increased by $46,000 or 3%, before depreciation, for the quarter ended March 31, 2005 from the prior year balance of $1,754,000 due to the purchase of both computer and production equipment. Investments decreased by $40,000 in the first quarter of 2005 from $1,768,000 at December 31, 2004, which reflects our pro-rata share of losses attributable to our forty percent investment interest in the Hyundai-Enova Innovative Technology Center (ITC). For the quarter ended March 31, 2005, the ITC generated a net loss of approximately $100,000, resulting in a charge to Enova of $40,000 utilizing the equity method of accounting for our interest in the ITC. Other assets decreased by $27,000 during the three months ended March 31, 2005 from $296,000 at December 31, 2004 as we continued to amortize the asset relating to the Ford Value Participation Agreement and our other intellectual property assets. Intellectual property assets, including patents and trademarks remained unchanged at $92,000 at March 31, 2005. 19 Accounts payable increased in the first quarter of 2005 by $225,000 to $291,000 from $66,000 at December 31, 2004. The increase in accounts payable is due to additional purchases of materials and goods for customers, as well as expenses incurred for the 2004 audit and Form 10K. These payables were subsequently reduced in the second quarter of 2005. Deferred revenue decreased from $392,000 to $274,000 in the first quarter of 2005 as we recognized $108,000 in revenues on the Tomoe Singapore project based on the percentage of completion method of revenue recognition. These deferred revenues will continue to be recognized throughout 2005 and early 2006 as we progress on the development and production phases of that contract. Other accrued expenses increased by $61,000 for the three months ended March 31, 2005 from the balance of $13,000 at December 31, 2004, primarily due to an increase in insurance contracts payable associated with our liability insurance policies. Accrued interest increased by $73,000 for the quarter ended March 31, 2005, an increase of 5% from the balance of $1,378,000 at December 31, 2004. The increase was due to interest on the Note due the Credit Managers Association of California for $3.2 million per the terms of the Note as well as the Schulz note payable. The future unavailability or inadequacy of financing to meet future needs could force us to delay, modify, suspend or cease some or all aspects of our planned operations. RESULTS OF OPERATIONS Net revenues for the three months ending March 31, 2005 were $692,000 as compared to $1,108,000 for the corresponding period in 2004. Net production sales for the quarter ended March 31, 2005 decreased to $492,000 from $672,000 in the same period in 2004. The decrease in production revenues is primarily the result of our customers shifting orders to later in 2004 and early 2005 than originally anticipated and extensions of integration and evaluation time lines. We anticipate that these revenues will be generated in the second and third quarters of 2005. Research and development revenues decreased to $200,000 in the first quarter of 2005 from $436,000 during the same period in 2004. Our sources of revenue for the first quarter of 2005 came predominantly from product sales rather than development contracts. Product sales as a percentage of total revenues of 71% for the three months ended March 31, 2005 with sales of our HybridPower 120kW drive systems accounted for a majority of our product sales. We believe this trend will continue to accelerate for the foreseeable future as more current and prospective customers purchase additional drive systems for their production vehicles. We will continue to seek out and contract for new development programs with both our current partners such as Ford, Mack/Volvo, FAW, Tomoe, Hyundai and our other U.S., Asian and European alliance partners, as well as with new alliances with other vehicle manufacturers and energy companies to enhance our technology and our product offerings. Research and development revenues for the first quarter of 2005 are a result of engineering services for the Mack/Volvo hybrid drive system, the EDO minesweeper project and various HCATT programs. Cost of revenues consists of component and material costs, direct labor costs, integration costs and overhead related to manufacturing our products. Product development costs incurred in the performance of engineering development contracts for the U.S. Government and private companies are charged to cost of sales for this contract revenue. Cost of revenues for the quarter ended March 31, 2005 decreased $88,000, or 13%, from $658,000 for the same period in 2004. This decrease is primarily attributable to the decrease in sales for the quarter, although we are also experiencing a reduction in integration support costs. We anticipate there may be an increase in cost of sales for products in 2005 due to foreign exchange rate fluctuations of the U.S. dollar versus those currencies of our primary manufacturers. We anticipate this to be offset by a reduction in costs associated with manufacturing these products due to increasing purchases, thereby improving our gross margins. 20 Internal research, development and engineering expenses increased in the three months ended March 31, 2005 to $217,000 as compared with $128,000 in the same period in 2004. Enova continues to develop several new products such as its post transmission parallel hybrid drive system and enhancements to its diesel generator set which account for a majority of the increase. Enova continues to allocate increased resources to the development of its parallel hybrid drive systems, upgraded proprietary control software, enhanced DC-DC converters and advanced digital inverters and other power management firmware. Selling, general and administrative expenses increased $170,000 to $608,000 for the three months ended March 31, 2005 from the previous year's comparable period. The increase is attributable to additional marketing, engineering and technical staff employed in the first quarter as well as increased expense due to stricter regulatory oversight in conjunction with the Sarbanes-Oxley Act of 2002. Management continues to implement cost reduction strategies in 2005 in its efforts to achieve profitability, although management cannot assure that profitability will be achieved. Interest and financing fees remained relatively constant at approximately $69,000 for the first quarter of 2005, up slightly from the same period in 2004 due to an increase in the interest rate charged per the terms of our long term note. We incurred a loss from continuing operations of $812,000 in the first quarter of 2005 compared to a loss of $161,000 in the first quarter of 2004. The increase was attributable to several factors, including lower revenues, higher comparative cost of revenues due to the type of products sold in the fist quarter of 2005, increased internal development efforts and higher general operating costs due to factors noted above. CERTAIN FACTORS THAT MAY AFFECT FUTURE RESULTS This Form 10-Q contains forward-looking statements concerning our existing and future products, markets, expenses, revenues, liquidity, performance and cash needs as well as our plans and strategies. Forward-looking statements may be identified by the use of terminology such as "may," "anticipate," "estimate," "plans," "expects," "believes," "will," "potential" and by other comparable terminology or the negative of any of the foregoing. These forward-looking statements involve risks and uncertainties and are based on current management's expectations and we are not obligated to update this information. Many factors could cause actual results and events to differ significantly from the results anticipated by us and described in these forward looking statements including, but not limited to, the following risk factors. Net Operating Losses. We experienced recurring losses from operations and had an accumulated deficit of $101,271,000 at March 31, 2005. There is no assurance, however, that any net operating losses will be available to us in the future as an offset against future profits for income tax purposes. Continued Losses. For the three months ended March 31, 2005 and 2004, we had losses from continuing operations of $812,000 and $161,000 respectively on sales of $692,000 and $1,108,000, respectively. Our independent auditors' opinion on our audited financial statements includes a going concern qualification. Our independent auditors have included an explanatory paragraph in their audit report issued in connection with our financial statements which states that our recurring operating losses raise substantial doubt about our ability to continue as a going concern. Our financial statements do not include any adjustments to the amounts and classification of assets and liabilities that may be necessary should we be unable to continue as a going concern. Our ability to continue as a going concern is dependent upon our ability to generate profitable operations in the future and/or to obtain the necessary financing to meet our obligations and repay our liabilities arising from normal business operations when they come due. The outcome of these matters cannot be predicated with any certainty at this time. 21 The Company's ability to continue as a going concern is dependent on its success at obtaining additional capital sufficient to meet its obligations on a timely basis, and to ultimately attain profitability. Management is actively engaged in seeking to raise capital through product licensing, co-promotional arrangements, or public or private equity financing. However, there is no assurance that the Company will raise capital sufficient to enable the Company to continue its operations through the end of the fiscal year. In the event the Company is unable to successfully obtain additional capital, it is unlikely that the Company will have sufficient cash flows and liquidity to finance its business operations as currently contemplated. Accordingly, in the event additional capital is not obtained, the Company will likely further downsize the organization, defer marketing programs, reduce general and administrative expenses and delay or reduce the scope of research and development projects until it is able to obtain sufficient financing to do so. Nature of Industry. The mobile and stationary power markets, including electric vehicle and hybrid electric vehicles, continue to be subject to rapid technological change. Most of the major domestic and foreign automobile manufacturers: (1) have already produced electric and hybrid vehicles, and/or (2) have developed improved electric storage, propulsion and control systems, and/or (3) are now entering or have entered into production, while continuing to improve technology or incorporate newer technology. Various companies are also developing improved electric storage, propulsion and control systems. In addition, the stationary power market is still in its infancy. A number of established energy companies are developing new technologies. Cost-effective methods to reduce price per kilowatt have yet to be established and the stationary power market is not yet viable. Our current products are designed for use with, and are dependent upon, existing technology. As technologies change, and subject to our limited available resources, we plan to upgrade or adapt our products in order to continue to provide products with the latest technology. We cannot assure you, however, that we will be able to avoid technological obsolescence, that the market for our products will not ultimately be dominated by technologies other than ours, or that we will be able to adapt to changes in or create "leading-edge" technology. In addition, further proprietary technological development by others could prohibit us from using our own technology. Our industry is affected by political and legislative changes. In recent years there has been significant public pressure to enact legislation in the United States and abroad to reduce or eliminate automobile pollution. Although states such as California have enacted such legislation, we cannot assure you that there will not be further legislation enacted changing current requirements or that current legislation or state mandates will not be repealed or amended, or that a different form of zero emission or low emission vehicle will not be invented, developed and produced, and achieve greater market acceptance than electric or hybrid electric vehicles. Extensions, modifications or reductions of current federal and state legislation, mandates and potential tax incentives could also adversely affect our business prospects if implemented. Changed legislative climate. Because vehicles powered by internal combustion engines cause pollution, there has been significant public pressure in Europe and Asia, and enacted or pending legislation in the United States at the federal level and in certain states, to promote or mandate the use of vehicles with no tailpipe emissions ("zero emission vehicles") or reduced tailpipe emissions ("low emission vehicles"). Legislation requiring or promoting zero or low emission vehicles is necessary to create a significant market for electric vehicles. The California Air Resources Board (CARB) is continuing to modify its regulations regarding its mandatory limits for zero emission and low emission vehicles. Furthermore, several car manufacturers have challenged these mandates in court and have obtained injunctions to delay these mandates. 22 ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK None. ITEM 4. CONTROLS AND PROCEDURES Evaluation of disclosure controls and procedures. In accordance with Rule 13a-15(b) of the Securities Exchange Act of 1934 (the "Exchange Act"), an evaluation was carried out by the Company's President, Chief Executive Officer and its acting Chief Financial Officer, of the effectiveness of the design and operation of the Company's disclosure controls and procedures (as defined in Rule 13a-14(c) and 15d-14(c) under the Exchange Act) as of the end of the quarter ended March 31, 2005. Based upon that evaluation of these disclosure controls and procedures, the President, Chief Executive Officer and acting Chief Financial Officer concluded that the disclosure controls and procedures were effective as of the end of the quarter ended March 31, 2005 to ensure that material information relating to the Company was made known to him particularly during the period in which this quarterly report on Form 10-Q was being prepared. Changes in internal controls over financial reporting. There was not any change in the Company's internal control over financial reporting that occurred during the quarter ended March 31, 2005 that has materially affected, or is reasonably likely to materially affect, the Company's internal control over financial reporting. 23 PART II. OTHER INFORMATION Item 1. Legal Proceedings We may from time to time become a party to various legal proceedings arising in the ordinary course of business. As of May 12, 2005, the Company was not involved in any legal proceedings. Item 2. Unregistered Sales of Equity Securities and Use of Proceeds. California law prohibits the payment of dividends unless the Company has sufficient retained earnings or meets certain asset to liability ratios. During the three months ended March 31, 2005, the Company has issued or accrued common stock of Enova to the non-executive board directors in accordance with the September 1999 Board of Directors compensation package for outside directors. For each meeting attended in person, each outside director is to receive $1,000 in cash and $2,000 of stock valued on the date of the meeting at the average of the closing ask and bid prices; for each telephonic Board meeting, each outside director is to receive $250 in cash and $250 of stock valued on the date of the meeting at the average of the closing ask and bid prices; for each meeting of a Board committee attended in person, the committee members are to receive $500 in cash and $500 of stock valued on the date of the meeting at the average of the closing ask and bid prices. During the three months ended March 31, 2005, 272,000 shares of common stock were issued to our outside Board members at an average price of $0.105 per share for full board meetings and committee meetings during that period. We relied on Rule 506 of Regulation D and Section 4(2) of the Securities Act of 1933, as amended, for the exemption from registration of the sale of such shares. As of March 31, 2005, 3,811,602 shares had been issued under the above compensation plan for Directors. Item 3. Defaults upon Senior Securities: None. Item 4. Submission of Matters to a Vote of Securities Holders: None. Item 5. Other Information: None. Item 6. Exhibits: 10.22* Form of Employment Agreement dated May 1, 2005 between Registrant and Edwin Riddell, Chief Executive Officer and president of the Registrant. 10.23* Form of Release Agreement dated April 21, 2005 between Registrant and Carl D. Perry, Vice Chairman of the Board of Directors of Registrant. 31.1* Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act Of 2002 31.2* Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 32* Certification Pursuant to 18 U.S.C. Section 1350 - ---------------------- * - filed herewith 24 SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. Date: May 16, 2005 ENOVA SYSTEMS, INC. (Registrant) /s/ Larry B. Lombard - --------------------------------------------- By: Larry B. Lombard, Chief Financial Officer 25 EX-10 2 p19370_ex10-22.txt EXHIBIT 10.22 Exhibit 10.22 EXHIBIT 10.22 PRESIDENT and CHIEF EXECUTIVE OFFICER EMPLOYMENT CONTRACT ================================================================================ This agreement, made and effective as of the 1st day of May, 2005, is by and between Enova Systems, Inc., a California corporation (hereinafter "Enova"), and Edwin O. Riddell, an individual (hereinafter "Riddell"). This Agreement provides for a continuous employment, unless otherwise noted herein. WHEREAS, the Enova desires to secure the services of Riddell as president and CEO of Enova, and Riddell desires to accept such employment. NOW THEREFORE, in consideration of the material advantages accruing to the two parties and the mutual covenants contained herein, and intending to be legally and ethically bound hereby, Enova and Riddell agree with each other as follows: 1. Riddell will render full-time professional services to Enova in the capacity of President and Chief Executive Officer of the Enova Systems, Inc. Riddell will at all times, faithfully, industriously and to the best of his ability, perform all duties that may be required of him by virtue of his position as President and Chief Executive Officer and all duties set forth in Enova's bylaws and in policy statements of the Board. It is understood that these duties shall be substantially the same as those of a president and chief executive officer of other business corporations. The President and CEO is hereby vested with authority to act on behalf of the Board in keeping with policies adopted by the Board, as amended from time to time. In addition, Riddell shall perform in the same manner any special duties assigned or delegated to him by the Board. 2. Continued employment will be contingent upon Riddell signing a copy of this contract, an Arbitration Agreement, and his ability to provide legally required documentation of his eligibility to work within the United States, as required by the Immigration Reform and Control Act. 3. In addition, as an employee of Enova, Riddell will have access to certain Enova confidential information and may, during the course of his employment, develop certain information or trade secrets which will be the property of Enova. To protect the interests of the company, Riddell will sign a "Confidential Information Agreement" if so requested at any time by Enova. Enova wishes to impress upon Riddell that it does not want him to bring any confidential or proprietary material of any former employers prior to Enova Systems, or to violate any other obligation to his former employers. 4. In consideration for these services as Chief Executive Officer, Enova Systems, Inc. agrees to pay Riddell a salary of $208,000 per annum or such higher figure as shall be agreed upon at an annual review of his compensation and performance by the Board payable in bi-weekly installments throughout the contract year. This annual review shall occur three months prior to the end of each year of the contract for the express purpose of considering increments. 5. Riddell will receive 1,000,000 options to purchase common stock in Enova Systems, Inc. at the exercise price of $0.11 per share. The options will vest over three years in equal monthly installments with expiration at five years from the date of issuance. 6. Riddell will be eligible for bonus consideration established by Enova's Compensation Committee annually. Objectives for such consideration shall be set forth no later than November of each year. 26 7. Benefits: a. Riddell shall be entitled to all other fringe benefits to which all executives and employees of the Enova are entitled. b. Riddell will become eligible on the first of the month following the date of hire for Medical, Dental, Vision and the standard term benefit life insurance policy with his choice of beneficiary. In lieu of medical benefits, Enova agrees to pay the monthly employee-portion of Riddell's current medical insurance not to exceed $700.00 per month unless otherwise mutually agreed by both parties. c. In the event of a single period of prolonged inability to work due to the result of a sickness or an injury, Riddell will be compensated at his full rate pay for at least 6 (six) months from the date of the sickness or injury. 8. Enova Systems also agrees to: a. furnish, for the use of Riddell, an automobile, leased or purchased, and reimburse him for expenses of its operation. b. furnish, for the use of Riddell, a furnished, leased apartment, not to exceed $2,000 per month, for the term of this Contract, and reimburse him for expenses associated with the maintenance of such limited to utilities and maintenance. 9. The Board may at its discretion terminate Riddell's duties as Chief Executive Officer. Such action shall require a majority of vote of the entire Board and become effective upon written notice to Riddell or at such later time as may be specified in said notice. After such termination, all rights, duties and obligations of both parties shall cease except that Enova Systems, Inc. shall continue to pay Riddell his then monthly salary for the month in which his duties were terminated and for 12 consecutive months thereafter as an agreed upon severance payment. During this period, Riddell shall not be required to perform any duties for Enova Systems, Inc. or come to Enova's offices. Neither shall the fact that Riddell seeks, accepts and undertakes other employment during this period affect such payments. Also, for the period during which such payments are being made, Enova agrees to keep Riddell's group life, health and major medical insurance coverage paid up and in effect. The severance arrangements described in this paragraph will not be payable in the event that Riddell's employment is terminated for cause. Cause may include but not be limited to; fraud, other illegal acts either internal or external to Enova's business; material violations of Enova policy; unethical acts; substantiated, unlawful discriminatory conduct including sexual/racial harassment. 10. Should the Board in its discretion change Riddell's duties or authority so it can reasonably be found that Riddell is no longer performing as the Chief Executive Officer of Enova, Riddell shall have the right, within 90 days of such event, in his complete discretion, to terminate this contract by written notice delivered to the Chairman of the Board. Upon such termination, Riddell shall be entitled to the severance payment described in Paragraph 9, in accordance with the same terms of that paragraph. 11. If Enova Systems, Inc. is merged, sold or closed; Riddell may terminate his employment at his discretion or be retained as President of Enova or any successor corporation to or holding company of Enova Systems, Inc. If Riddell elects to terminate his employment at such time, he shall be entitled to the same severance arrangement as would be applicable under Paragraph 9 if Enova Systems, Inc. had terminated his employment at such time. Any election to terminate employment under this Paragraph must be made prior to Enova Systems, Inc. merger, sale or closure, as applicable. 27 If Riddell continues to be employed by Enova or its successor organization, all of the terms and conditions of this Agreement shall remain in effect. Enova agrees that neither it nor its present or any future holding company shall enter into any agreement that would negate or contradict the provisions of this Agreement. 12. Should Riddell at his discretion elect to terminate this contract for any other reason than as stated in Paragraph 9, he shall give the Board 120 days' written notice of his decision to terminate. At the end of the 120 days, all rights, duties and obligations of both parties to the contract shall cease and Riddell will not be entitled to severance benefits. 13. If an event described in Paragraph 9, 10, or 11 occurs and Riddell accepts any of the severance benefits or payments described therein, to the extent not prohibited by law, Riddell shall be deemed to voluntary release and forever discharge Enova and its officers, directors, employees, agents, and related corporations and their successors and assigns, both individually and collectively and in their official capacities (hereinafter referred to collectively as "Releasees"), from any and all liability arising out of his employment and/or the cessation of said employment. Nothing contained in this paragraph shall prevent Riddell from bringing an action to enforce the terms of this Agreement. 14. Riddell shall maintain confidentiality with respect to information that he receives in the course of his employment and not disclose any such information. Riddell shall not, either during the term of employment of thereafter, use or permit the use of any information of or relating to Enova in connection with any activity or business and shall not divulge such information to any person, firm, or corporation whatsoever, except as may be necessary in the performance of his duties hereunder or as may be required by law or legal process. 15. During the term of his employment and during the 12-month period following termination of his employment, Riddell shall not directly own, manage, operate, join, control, or participate in or be connected with, as an officer, employee, partner, stockholder or otherwise, any competitive company or related business, partnership, firm, or corporation (all of which hereinafter are referred to as "entity") that is at the time engaged principally or significantly in a business that is, directly or indirectly, at the time in competition with the business of Enova Systems. Nothing herein shall prohibit Riddell from acquiring or holding any issue of stock or securities of any entity that has any securities listed on a national securities exchange or quoted in a daily listing of over-the-counter market securities, provided that any one time Riddell and members of Riddell's immediate family do not own more than one percent of any voting securities of any such entity. This covenant shall be construed as an agreement independent of any other provision of this Agreement, and the existence of any claim or cause of action, whether predicted on this Agreement or otherwise, shall not constitute a defense to the enforcement by Enova of this covenant. In the event of actual or threatened breach by Riddell of this provision, Enova shall be entitled to an injunction restraining Riddell from violation or further violation of the terms thereof. 16. Riddell shall not directly or indirectly through his own efforts, or otherwise, during the term of this Agreement, and for a period of 12 months thereafter, employ, solicit to employ, or otherwise contract with, or in any way retain the services of any employee or former employee of the Enova, if such individual has provided professional or support services to Enova at any time during this Agreement without the express written consent of Enova. Riddell will not interfere with the relationship of Enova and any of its employees and Riddell will not attempt to divert from Enova any business in which Enova has been actively engaged during his employment. 17. This contract constitutes the entire agreement between the parties and contains all the agreements between them with respect to the subject matter hereof. It also supersedes any and all other agreements or contracts, either oral or written, between the parties with respect to the subject matter hereof. 28 18. Except as otherwise specifically provided, the terms and conditions of this contract may be amended at any time by mutual agreement of the parties, provided that before any amendment shall be valid or effective it shall have been reduced to writing and signed by the Chairman of the Board and Riddell. 19. The invalidity or unenforceability of any particular provision of this contract shall not affect its other provisions, and this contract shall be construed in all respects as if such invalid or unenforceable provisions had been omitted. 20. This agreement shall be binding upon Enova Systems, Inc., its successors and assigns, including, without limitation, any corporation into which Enova may be merged or by which it may be acquired, and shall inure to the benefit of Riddell, his administrators, executors, legatees, heirs and assigns. 21. This agreement shall be construed and enforced under and in accordance with the laws of the State of California. Enova Systems, Inc. By:________________________________________________________ Anthony Rawlinson, Chairman of the Board By:________________________________________________________ Bjorn Ahlstrom, Chairman - Compensation Committee Accepted by:___________________________ Edwin O. Riddell REMAINDER OF PAGE INTENTIONALLY BLANK 29 EX-10 3 p19370_ex10-23.txt EXHIBIT 10.23 Exhibit 10.23 EXHIBIT 10.23 RELEASE AGREEMENT ----------------- This RELEASE AGREEMENT ("Agreement") is made and entered into by and between Carl Perry, an individual (hereinafter "PERRY"), and Enova Systems, Inc., a California corporation (hereinafter, the "ENOVA"). RECITALS A. PERRY was employed as the Chief Executive Officer of ENOVA until August 17, 2004. B. PERRY continues to serve ENOVA as Vice Chairman of the Board of Directors. C. PERRY and ENOVA desire to confirm their agreement regarding PERRY's transition from the position of Chief Executive Officer of ENOVA all on the terms and conditions set forth below. NOW, THEREFORE, in consideration of the premises and promises herein contained, the parties agree as follows: AGREEMENTS 1. Lump Sum Payment: ENOVA will pay PERRY a gross amount of $75,924.18 (Seventy-Five Thousand Nine Hundred Twenty-Four Dollars and Eighteen Cents). This sum will be paid to PERRY within three (3) business days after this Agreement becomes effective and enforceable as set forth in Paragraph 14 below, whichever is later. This amount is subject to payroll tax withholding. 2. Salary Continuation: In consideration for the release terms described herein, ENOVA continued to pay PERRY his salary of Ten Thousand Dollars ($10,000.00) per month through the end of December 2004. This amount was paid to PERRY according to ENOVA's regular payroll practices, and was subject to payroll tax withholding. PERRY also continued to be eligible for and received the employee benefits which he has enjoyed as an employee of ENOVA through December 31, 2004. 3. Payment For Health Insurance Coverage: In further consideration for the release terms described herein, for health insurance coverage for the period January through December 2005, ENOVA will pay PERRY for the lesser of: (a) the cost of continuation coverage for ENOVA's group plan under COBRA for the period, or (b) the premium cost actually incurred by PERRY for any replacement health coverage obtained by PERRY. Provided PERRY timely elects continuation coverage under COBRA, payment of this benefit will be made by ENOVA paying PERRY's monthly premium for COBRA coverage until such time as PERRY provides ENOVA with written notice to ENOVA's Chief Executive Officer that he has secured replacement coverage. In addition, ENOVA will pay premiums on life insurance carried by ENOVA on behalf of PERRY as the beneficiary in the amount of $171.60 per month for the twelve months during 2005. 4. Office And Telephone: In further consideration for the release terms described herein, for so long as PERRY remains a member of the Board of Directors of ENOVA, he will with prior consent of the Chief Executive Officer be able to use a visiting office available for Board members' use at ENOVA's place of business. The office will be furnished with basic office furniture and a telephone. 5. Continuing Service On Board Of Directors: Notwithstanding any other provision of this Agreement, ENOVA confirms that nothing herein is intended to deprive PERRY of any benefit to which he may be entitled as a member of the Board of Directors of ENOVA, including but not limited to such indemnification afforded each member of the Board of Directors as in existence from time to time pursuant to Enova's Bylaws, Articles of Incorporation and contractual arrangements. For so long as PERRY remains a member of the Board of Directors of ENOVA, he shall be entitled to receive such fees and reimbursement for expenses 30 as are generally available to other members of the Board by virtue of their status as a Board member. 6. Limitation On Sale Of Stock: Except as expressly permitted in this Paragraph, PERRY agrees that he will not, prior to the earlier of (a) January 1, 2006 or (b) six months after ENOVA receives additional capital funding of at least Five Million Dollars ($5,000,000.00); sell, make any short sale of, loan, grant any option for the purchase of, or otherwise dispose of (collectively, "Transfer") any shares of ENOVA stock which he presently owns or has the right to acquire so long as each Director and Executive Officer of ENOVA is subject to similar transfer restrictions. During this period, before PERRY shall Transfer any such shares, PERRY shall notify ENOVA in advance of any such Transfer to ascertain if the Directors and Executive Officers of ENOVA are at such time permitted to transfer their shares in ENOVA. Notwithstanding the foregoing, prior to January 1, 2006, PERRY may gift up to Ten Thousand Dollars ($10,000.00) of stock to each of five (5) children or grandchildren of his. 7. Termination Of Participation And Entitlement: PERRY acknowledges that the compensation and benefits set forth above collectively exceed the compensation and benefits to which he was entitled to receive. at any time.. PERRY acknowledges that upon payment of the amounts and benefits set forth in Paragraphs 1, 2 and 3 above, ENOVA is not and shall not be obligated to pay any additional money, compensation, or benefits to him except as expressly provided herein. Except for PERRY's existing equity ownership in ENOVA as set forth on Exhibit A attached hereto and as otherwise specifically set forth herein, PERRY's participation in and entitlement to any and all other compensation, stock, stock options, fringe benefits, and employee benefit plans of ENOVA ceased as of December 31, 2004. ENOVA confirms that PERRY retains all rights under COBRA and Cal-COBRA. PERRY acknowledges that it is his intent and understanding that he will be entitled to no benefits or payments of any kind beyond those which are expressly provided for in this Agreement. PERRY confirms that no other compensation or benefits are due to him. 8. General Release Of All Claims: As a material inducement to ENOVA to enter into this Agreement, each of PERRY; on behalf of himself, his heirs, and assigns on the one hand and ENOVA on the other; hereby releases and forever discharges - except as expressly set forth in Paragraphs 5 and 12 herein - the other party and their respective current and former shareholders, officers, directors, trustees, employees, agents, assigns, representatives, attorneys, insurers, and all persons or entities acting by, through, under or in concert with any of them (collectively "Releasees"), to the full extent permitted by law of and from any and all liabilities, claims, obligations, promises, agreements, demands, damages, actions, charges, complaints, cost, losses, debts and expenses (including attorney's fees and costs actually incurred), causes of action of every kind, known or unknown, disclosed or undisclosed, matured or unmatured, including, but not limited to, all claims under state, federal, or common law, whether based in contract, tort, statute or otherwise, including claims of discrimination, in any way related to PERRY's employment by ENOVA and the termination of such employment which are unrelated to any claims involving state or federal securities laws(collectively, "Claims"). 9. Express Release Of Claims For Age Discrimination: Without limiting the scope of Paragraph 8, PERRY specifically acknowledges that this Release Agreement includes, without limitation, any and all Claims and rights he may have under the federal Age Discrimination in Employment Act which prohibits discrimination against employees because of their age. PERRY understands that, as a result of his signing this Agreement, he will be barred from pursuing any claims for age discrimination against Releasees. 10. Covenant Not To Pursue Complaints: As a further material inducement to ENOVA to enter into this Agreement, PERRY represents that he will not initiate, file, prosecute or pursue any claim, complaint or charge against the Releasees with any agency or body that licenses, regulates, or otherwise monitors the activities of Releasees; or with any other local, state or federal agency or court based on any occurrences arising from or relating to his employment by ENOVA. If any such association, agency or court assumes jurisdiction of any complaint, claim or charge against the Releasees on behalf of PERRY, he will request such association, agency, or court to withdraw from the matter. 11. Waiver Of Unknown Claims: In order to provide a full release of all Claims, including those which are unknown and unsuspected, PERRY and ENOVA 31 hereby waive all rights under California Civil Code Section 1542, which section reads as follows: A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor. 12. No Admission Of Liability: The parties acknowledge and agree in good faith that this Agreement is the result of a compromise and shall never at any time or for any purpose be considered as an admission of liability or responsibility of the parties hereby released, who continue to deny such liability and to disclaim such responsibility. 13. Consideration Period And Advice Of Counsel: PERRY acknowledges that he has been afforded twenty-one (21) days to consider this Release Agreement, its benefits, and its consequences. He understands that he has the option of signing this Agreement at any time before the end of the twenty-one (21) day period, but that any election to do so is completely within his discretion. PERRY further acknowledges that he has been advised that he may seek the advice of an attorney before signing this Release Agreement, and that he has had a full and adequate opportunity to do so. 14. Revocation Period: It is understood and agreed by PERRY that he will have seven (7) days after signing this Release Agreement to revoke it. The Agreement will not become effective and enforceable until this revocation period has expired. No payment to PERRY under Paragraphs 1, 2 or 3 above will be due earlier than three (3) business days after the Agreement becomes effective and enforceable. 15. No Reliance On Other Representations: PERRY and ENOVA represent and acknowledge that in executing this Agreement, neither party has relied upon any representation or statements made by any of the Releasees with regard to the subject matter, basis, or effect of this Agreement or otherwise beyond those expressly contained herein. PERRY and ENOVA represent that each has carefully read and fully understands all provisions of this Agreement, and that each is voluntarily entering into this Agreement after adequate time to consider its terms. 16. Miscellaneous: In further consideration of this Agreement, PERRY and ENOVA agree as follows: (a) The terms mentioned in the preceding paragraphs of this Agreement are the entire and only consideration for it, and each party shall be responsible for payment of his or its own attorney's fees, costs, and legal expenses, if any; (b) The language of all parts of this Agreement shall in all cases be construed as a whole, according to its fair meaning, and not strictly for or against any of the parties; (c) This Agreement is entered into in the State of California and shall be construed and interpreted in accordance with its law; (d) The various provisions of this Agreement are severable and if any is unenforceable, at law or in equity, that provision may be severed, leaving the others remaining in full force and effect; (e) Paragraph headings contained in this Agreement are for convenience only and shall not be considered for any purpose in construing the Agreement; (f) This Agreement contains the entire agreement between the parties to it with regard to the matters set forth in it and shall be binding upon and inure to the benefit of the executors, administrators, personal representatives, heirs, successors and assigns of each; (g) This Agreement fully supersedes any and all negotiations, and all prior written, oral, or implied agreements or understandings between the parties pertaining to the subject matters hereof; and 32 (h) This Agreement may only be modified by a written agreement identified as an amendment/modification to this Agreement and signed by the parties hereto. PLEASE READ CAREFULLY. THIS RELEASE AGREEMENT INCLUDES A RELEASE OF ALL KNOWN AND UNKNOWN CLAIMS. DATED: ___________________ CARL PERRY __________________________________________ DATED: ___________________ ENOVA SYSTEMS, INC. By: _____________________________________ Edwin Riddle, Chief Executive Officer REMAINDER OF PAGE INTENTIONALLY BLANK 33 EX-31 4 p19370_ex31-1.txt EXHIBIT 31.1 Exhibit 31.1 EXHIBIT 31.1 CERTIFICATIONS I, Edwin O. Riddell, certify that: 1. I have reviewed this quarterly report on Form 10-Q of Enova Systems, Inc.; 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 are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have: a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, 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 and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation: and c) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and 5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent functions): a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. Date: May 16, 2005 /s/ Edwin O. Riddell - ----------------------------------------------------------- By: Edwin O. Riddell, President and Chief Executive Officer 34 EX-31 5 p19370_ex31-2.txt EXHIBIT 31.2 Exhibit 31.2 EXHIBIT 31.2 CERTIFICATIONS I, Larry B. Lombard, certify that: 1. I have reviewed this quarterly report on Form 10-Q of Enova Systems, Inc.; 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 are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have: a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, 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 and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation: and c) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and 5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent functions): a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. Date: May 16, 2005 /s/ Larry B. Lombard - ---------------------------------------------------- By: Larry B. Lombard, Acting Chief Financial Officer 35 EX-32 6 p19370_ex32-1.txt EXHIBIT 32.1 Exhibit 32.1 EXHIBIT 32.1 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Quarterly of Enova Systems, Inc. (the "Company") on Form 10-Q for the quarter ended March 31, 2005 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), the undersigned, Edwin O. Riddell, Chief Executive Officer, and Larry B. Lombard, Chief Financial Officer, of the Company, certify, pursuant to 18 U.S.C. ss. 1350, as adopted pursuant to ss. 906 of the Sarbanes-Oxley Act of 2002, that: The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company. /s/ Edwin O. Riddell - --------------------------- Edwin O. Riddell Chief Executive Officer May 16, 2005 /s/ Larry B. Lombard - --------------------------- Larry B. Lombard Chief Financial Officer May 16, 2005 This certification accompanies this Report pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and shall not, except to the extent required by the Sarbanes-Oxley Act of 2002, be deemed filed by the Company for purposes of Section 18 of the Securities Exchange Act of 1934, as amended. 36 -----END PRIVACY-ENHANCED MESSAGE-----