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 June 30. 2001
-------------
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 (___)
As of August 10, 2001, there were 295,890,735 shares of Common Stock, no par
value, outstanding.
1
INDEX
ENOVA SYSTEMS, INC.
Page No.
PART 1. FINANCIAL INFORMATION
Item 1. Financial Statements (Unaudited)...............................3
Balance Sheets:
June 30, 2001 and December 31, 2000............................3
Statements of Operations:
Three and Six months ended June 30, 2001 and 2000..............4
Statements of Cash Flows:
Six months ended June 30, 2001 and 2000........................5
Notes to Financial Statements:
for the Six months ended June 30, 2001 and 2000................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.....13
PART II. OTHER INFORMATION
Item 1. Legal Proceedings ............................................14
Item 2. Changes in Securities and Use of Proceeds.....................14
Item 3. Defaults upon Senior Securities...............................14
Item 4. Submission of Matters to a Vote of Security Holders...........14
Item 5. Other Information.............................................14
Item 6. Exhibits and Reports on Form 8-K..............................14
SIGNATURE ..............................................................15
Exhibits. Exhibits 10.1.................................................16
2
PART 1. FINANCIAL INFORMATION
- ------------------------------
ITEM 1. FINANCIAL STATEMENTS
ENOVA SYSTEMS, INC.
BALANCE SHEETS
(In thousands, except for share and per share data)
- --------------------------------------------------------------------------------
As of As of
June 30, 2001 December 31, 2000
------------- -----------------
(Unaudited)
ASSETS
CURRENT ASSETS:
Cash $ 2,613 $ 1,310
Accounts receivable 888 1,004
Inventory 866 406
Stockholder receivable 0 25
Prepaids and other current assets 84 68
-------- --------
Total Current Assets 4,451 2,813
PROPERTY, PLANT AND EQUIPMENT - NET 178 214
OTHER ASSETS 676 67
-------- --------
TOTAL ASSETS $ 5,305 $ 3,094
======== ========
LIABILITIES AND SHAREHOLDERS' (DEFICIT)
CURRENT LIABILITES:
Accounts payable $ 255 $ 106
Accrued payroll and related expense 332 301
Other accrued expenses 62 119
Bonds and notes payable 120 129
-------- --------
Total Current Liabilities 769 655
ACCRUED INTEREST PAYABLE 571 514
LONG TERM PAYABLES 202 210
CAPITAL LEASE OBLIGATIONS 34 31
LONG TERM DEBT 3,332 3,332
-------- --------
TOTAL LIABILITIES $ 4,908 $ 4,742
-------- --------
SHAREHOLDERS' (DEFICIT):
Series A preferred stock - No par value; 30,000,000 shares authorized;
2,844,000 shares issued and outstanding at 6/30/01 and 12/31/00 1,867 1,867
Series B preferred stock - No par value; 5,000,000 shares authorized;
1,217,000 shares issued and outstanding at 6/30/01 and 12/31/00 2,434 2,434
Stock notes receivable (1,306) (1,149)
Common Stock - No par value; 500,000,000 shares authorized; 287,557,401
and 244,249,000 shares issued and outstanding at 6/30/01 and 12/31/00 78,375 75,680
Common stock subscribed 0 13
Additional paid-in capital 6,949 6,372
Accumulated deficit (87,922) (86,865)
-------- --------
Total Shareholders' (Deficit) 397 (1,648)
-------- --------
TOTAL LIABILITIES AND SHAREHOLDERS' (DEFICIT) $ 5,305 $ 3,094
======== ========
<FN>
Note: The balance sheet at December 31, 2000 has been derived from the audited
financial statements at that date. See notes to financial statements.
</FN>
3
ENOVA SYSTEMS, INC.
STATEMENTS OF OPERATIONS
(Unaudited)
(In thousands, except for share and per share data)
- --------------------------------------------------------------------------------
Three Months Ended Six Months Ended
June 30 June 30
------------------------------------- -----------------------------------
2001 2000 2001 2000
----------------- ---------------- --------------- ---------------
NET SALES $ 770 $ 544 $ 1,887 $ 1,174
COST OF SALES 505 430 1,164 887
------------- ------------- ------------- -------------
GROSS MARGIN 265 114 723 287
------------- ------------- ------------- -------------
OTHER COSTS AND EXPENSES:
Research & development 239 110 498 281
Selling, general & administrative 823 594 1,290 810
Interest and financing fees 30 28 59 96
Other (income)/expense (1) (165) (1) (9)
Interest income (15) (22) (31) (45)
------------- ------------- ------------- -------------
Total other costs and expenses 1,076 545 1,815 1,133
------------- ------------- ------------- -------------
LOSS FROM CONTINUING OPERATIONS $ (811) $ (431) $ (1,092) $ (846)
------------- ------------- ------------- -------------
GAIN ON DEBT RESTRUCTURING 35 127 35 277
NET LOSS $ (776) $ (304) $ (1,057) $ (569)
============= ============= ============= =============
NET LOSS PER COMMON SHARE: $ (0.01) $ (0.01) $ (0.01) $ (0.01)
============= ============= ============= =============
WEIGHTED AVERAGE SHARES
OUTSTANDING 255,130,114 228,375,554 255,130,114 228,375,554
4
ENOVA SYSTEMS, INC.
STATEMENTS OF CASH FLOWS
(Unaudited)
(In thousands, except for share and per share data)
- --------------------------------------------------------------------------------
Six Months Ended June 30
----------------------------------------
2001 2000
--------------- -----------------
OPERATIONS
Net loss $(1,057) $ (569)
Adjustments to reconcile net loss to net cash used
by operating activities:
Depreciation and Amortization 79 74
Gain on Debt Restructuring (35) (277)
Stock issued for Services 18
Change in operating assets and liabilities:
Accounts Receivable 116 (114)
Inventory (460) (66)
Stockholder receivable 25 38
Prepaids and other assets (48) 23
Accounts payable and accrued expenses 207 (307)
------- -------
Net cash used by operating activities (1,155) (1,198)
------- -------
INVESTING:
Purchases of property, plant and equipment, net of disposals (43) (57)
------- -------
Net cash used by investing activities (43) (57)
------- -------
FINANCING:
Net borrowing on leases and notes payable (6) 0
Re-purchase of common stock 0 (100)
Proceeds from issuance of common stock 2,507 1,367
------- -------
Net cash provided by financing activities 2,501 1,267
------- -------
NET INCREASE (DECREASE) IN CASH AND EQUIVALENTS 1,303 12
CASH AND EQUIVALENTS:
Beginning of period 1,310 1,465
------- -------
End of period $ 2,613 $ 1,477
======= =======
5
ENOVA SYSTEMS, INC.
STATEMENTS OF CASH FLOWS (Continued)
SUPPLEMENTAL CASH FLOW INFORMATION
(UNAUDITED)
(In thousands, except for share and per share data)
- --------------------------------------------------------------------------------
Six Months Ended June 30,
--------------------------------------
2001 2000
--------------- --------------
Cash paid for interest $ -- $ 38
NONCASH INVESTING AND FINANCING ACTIVITIES:
Conversion of Series A preferred stock to common stock $ -- $ 87
Conversion of Series A preferred stock to common stock $ -- $ 52
Conversion of debt to common stock $ -- $ 14
Conversion of accrued interest to equity $ -- $ 39
Issuance of common stock for services $ 18 $ 27
Issuance of common stock for receivables $ 157 $ --
6
ENOVA SYSTEMS, INC.
NOTES TO FINANCIAL STATEMENTS
(Unaudited)
For the Six Months Ended June 30, 2001 and 2000
NOTE 1 - Basis of Presentation
The accompanying unaudited financial statements have been prepared from the
records of the Company without audit and have been prepared in accordance with
generally accepted accounting principles 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
generally accepted accounting principles 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 June 30, 2001 and the interim results of operations and cash flows for the
three and six months ended June 30, 2001 have been included. The balance sheet
at December 31, 2000, presented herein, has been prepared from the audited
financial statements of the Company for the fiscal year then ended.
The preparation of financial statements in conformity with generally accepted
accounting principles requires the Company to make estimates and assumptions
affecting the reported amounts of assets, liabilities, revenues and expenses,
and the disclosure of contingent assets and liabilities. The December 31, 2000
and June 30, 2001 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. Warranty reserves and certain accrual expenses are
based upon an analysis of future costs expected to be incurred in meeting
contracted obligations. 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 the Company are described in Note 1 to the
audited financial statements for the fiscal year ended December 31, 2000.
Certain information and footnote disclosures normally included in financial
statements prepared in accordance with generally accepted accounting principles
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, 2000, which are included in the Company's 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.
The loss per common share is based on the weighted average of common shares
outstanding. Potential anti-dilution exists in earnings per share for the six
months ended June 30, 2001 if common stock equivalents, consisting of
unexercised stock options and warrants, were included in the calculation. The
resulting anti-dilution in the net loss per share, when compared to the loss of
$0.01 currently reflected in the financial statements for the six months ended
June 30, 2001, would be insignificant and, therefore, has not been calculated.
The results of operations for the three and six months ended June 30, 2001
presented herein are not necessarily indicative of the results to be expected
for the full year.
7
NOTE 2 - Inventories
Inventories are comprised of the following (in thousands):
June 30, 2001 December 31, 2000
(unaudited) -----------------
-------------
Raw materials 631 406
Work in Process 152 -
Finished Goods 83 -
$866 $406
==== ====
NOTE 3 - Notes and Bonds Payable, Long-Term Debt and Other Financing
Notes and bonds payable and long-term debt are comprised of the following (in
thousands):
June 30, 2001 December 31, 2000
------------- -----------------
Secured subordinated promissory note -
CMAC as exclusive agent for
Non-Qualified Creditors; interest at 3%
for the first 5 years, 6% for years 6
and 7, and then at prime plus 3% through
date of maturity; interest payments are
made upon payment of principal, with
principal and interest due no later than
April 2016; with an interest in a
sinking fund escrow with a zero balance
as of December 31, 2000 and June 30,
2001. The sinking fund escrow requires
the Company to fund the account with 10%
of future equity financing, including
convertible debt converted to equity at
the investor's option. 3,332 3,332
Other 120 120
_______ ______
3,452 3,452
Less current maturities 120 120
_______ ______
$ 3,332 $3,332
======= ======
8
ENOVA SYSTEMS, INC.
NOTES TO FINANCIAL STATEMENTS (Continued)
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 consolidated
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, 2000. 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 herein
and in the report under the heading "Certain Factors That May Affect Future
Results" following this Management's Discussion and Analysis section, and
elsewhere in this report.
GENERAL
In July 2000, the Company changed its name to Enova Systems, Inc. The Company,
previously U.S. Electricar, Inc., a California Corporation (the "Company"), was
incorporated on July 30, 1976.
The Company's fiscal year ends December 31. All year references refer to fiscal
years.
Enova Systems believes it is a leader in the development and production of
commercial digital power management systems. The Company's business activities
focus on the development of electric and hybrid electric drive systems and
related components, fuel cell power management systems for both mobile and
stationary power applications, vehicle systems integration and the performance
of various engineering contracts for government and commercial enterprises.
The Company is now building, under contract with global vehicle and technology
companies, efficient, robust, cost effective digital power processing and energy
management enabling technologies for electric, hybrid electric and fuel cell
powered vehicles. These power management technologies are now being applied to
commercialization of fuel cell power generation for stationary non-automotive
applications.
The Company's development and production program with Ecostar Electric Drive
Systems, a joint venture of Ford, Daimler Chrysler and Ballard Power, for low
voltage electric drive system components for use in Ford's Global Th!nk City is
progressing as planned. Ecostar has announced that an all electric vehicle is
scheduled to be introduced in the 2nd quarter of 2002 for markets in North
America. Enova is designing and manufacturing the electronics for the drive
system as well as certain auxiliary components. The final prototype systems are
currently undergoing pre-production testing and validation in the Ford Th!nk
vehicle. Enova plans to provide production systems for Ecostar in early 2002.
Enova continues to expand its alliances with Hyundai, Ford, other Original
Equipment Manufacturers or OEMs and Tier-One suppliers for sales of its
automotive products. The Company offers its modular drive systems to OEMs and
other customers. These drive systems have been installed in various passenger
vehicles and buses operating in North America, Europe and Asia.
9
Enova has successfully integrated its newest hybrid electric PantherTM 120kW
drive system (utilizing the Capstone Microturbine as its power source) with
Wrights Environment, a division of Wrights Bus, one of the largest low-floor bus
manufacturers in the United Kingdom. This is the initial delivery to Wrights as
part of the Company's agreement to manufacture and integrate pure electric and
hybrid electric drive systems into Wrights' low floor, mid-size buses for sale
in the United Kingdom and the European Continent. Enova has additionally
delivered a pure electric PantherTM 120kW drive system to Wrights for
integration into their Crusader II bus.
Enova has also delivered two of its 120 kW hybrid drive systems to Eco Power
Technology (EPT) in Italy along with its 40kW Fast Charger system. EPT is
currently evaluating these systems and intends to purchase additional systems
during the 3rd and 4th quarter of 2001. EPT is an integrator of medium size
transit buses for the European shuttle bus market with key contacts in Rome and
Genoa.
The Company's stationary power programs continue to attract new potential
partners and customers from both fuel cell manufacturers and petroleum
companies. It is the Company's belief that utilizing its power management
systems for stationary applications for fuel cells will open new markets for
Enova. Enova is developing applications for its products in the
telecommunications and distributed generation markets. The Company discussions
are progressing well and we anticipate an initial development contract within
six months.
The Company continues to attract new development and integration contracts with
the U. S. Government's Department of Transportation, or DOT. Enova, Hyundai
Motor Company and the State of Hawaii introduced 15 Hyundai Santa Fe electric
vehicles in Honolulu Hawaii for test and evaluation prior to their entry into
the U.S. markets. The program will utilize Hawaii's rapid charging stations,
manufactured by AeroVironment, now being installed. Governor Cayetano of Hawaii.
Hyundai Motor Company management and various other state and local dignitaries
were on hand for the dedication ceremonies in July, 2001.
Additionally, the Company is integrating, in conjunction with DOT and the State
of Hawaii, its drive systems into several vehicles. Enova completed the
manufacture and integration of a PantherTM 120kW drive system into an Enoa
trolley for evaluation in the Hawaii tourist market. Enoa is a major player in
the Hawaii tourist industry providing scenic transportation services to the
islands. Enova will also be upgrading eight Chevrolet S-10 trucks owned by the
City of Honolulu to its PantherTM 60kW drive system including its Battery Care
Unit (BCU-II) to incorporate fast-charge capability for Hawaii. Also, the
Company is converting an Eldorado 30-foot bus utilizing its PantherTM 120kW
drive system for the Hickam Air Force base in Honolulu, Hawaii. All of these
programs are funded in conjunction with the Hawaii Electric Vehicle Development
Project, the U.S. Department of Transportation and State of Hawaii.
The Company's contract with the U.S. Department of Transportation to design and
test a three-car tram utilizing the Panther 120kW drive system is nearing
completion. This tram, capable of carrying 100 passengers, is to be delivered in
the third quarter of 2001 to the Honolulu, Hawaii Airport for test and
evaluation. The Company intends to market this tram system to international
markets for application to other airports, national and recreational parks and
other high capacity transit applications.
The development of Enova's 240kW drive system continues to progress. Enova is
working in conjunction with other leading edge motor and gear manufacturers to
develop a truly robust, efficient and powerful drive system for heavy-duty
applications including transit buses, heavy-duty trucks and other applications.
The Company is continually creating new alliances in these markets for
introduction in early 2002.
The Company has had significant technology advances with Hyundai Motor Company
of Korea, or HMC, the world's seventh largest automobile manufacturer, with
engineering contracts to design, develop and test electric and hybrid electric
drive systems and related products. The
10
Company, having successfully completed it hybrid drive system and fuel cell EV
program, is working with HMC to earn the production contract for their upcoming
parallel hybrid drive system program. Furthermore, HMC has produced four
additional fuel cell SUV's for test and evaluation utilizing Enova's Panther
90kW drive systems.
LIQUIDITY AND CAPITAL RESOURCES
The Company has experienced cash flow shortages due to operating losses
primarily attributable to research, development, marketing and other costs
associated with the Company's strategic plan to become an international
manufacturer and supplier of electric propulsion and power management systems
and components. Cash flows from operations have not been sufficient to meet the
Company's obligations as they came due. The Company has therefore had to raise
funds through numerous financial transactions. At least until the Company
reaches breakeven volume in sales and develops and/or acquires the capability
and technology necessary to manufacture and sell its products profitably, it
will need to continue to rely on cash from external financing. The Company
anticipates that it will require additional outside financing for at least the
next twelve months.
During the six months ended June 30, 2001, the Company spent $1,155,000 in cash
on operating activities to fund the net loss of $1,057,000 resulting from
factors explained in the following section of this discussion and analysis.
Accounts receivable decreased by $116,000 primarily due to the payment of
outstanding receivables from Ecostar. Inventory increased by $460,000 from
December 31, 2000 as the Company prepared for delivery of power electronics
components to Ecostar, EPT and Ford in the third and fourth quarters of 2001.
Accrued expenses were reduced by $57,000 due to recapture of certain accrued
expenses and payments of the same. The operations of the Company during the
first two quarters of fiscal 2001 were financed primarily by the funds received
on engineering contracts and sales of drive system components as well as cash
reserves provided by prior equity financings. During May 2001, Jagen Pty, Ltd
invested an additional $2,500,000 for the exercise of warrants to purchase of
41,666,666 shares of common stock. In July 2001, Anthony Rawlinson also
exercised warrants to purchase 8,333,334 shares of common stock for $500,000.
It is management's intention to continue its debt restructuring, support current
operations through sales of products and technology consulting, as well as seek
additional financing through private placements and other means to increase
research and development. As of July 31, 2001, the Company has no firm
commitments for additional financing.
RESULTS OF OPERATIONS
Net sales for the three months ending June 30, 2001 decreased $347,000 from the
previous quarter, and net sales for the six months ended June 30, 2001 increased
$713,000 in the first six months as compared to the corresponding period of
2000. The decrease from the previous quarter was due to the Company completing
its Ecostar development prior to April 2001 and billing the majority of such in
the first quarter. Development contracts with Ford Motor Company, Ecostar
Electric Drive Systems and the U.S. Government account for almost all of the
Company's sales for 2001.
Cost of sales in the quarter ended June 30, 2001 increased to $505,000 compared
to cost of sales of $430,000 for the same three-month period in 2000. The
increase corresponds to increased sales over the similar period in 2000. The
gross profit margin increased due to the nature of the sales in the second
quarter which were primarily engineering development for Ford Th!nk and DOT
programs.
11
Research and development expense increased in the second quarter of 2001 to
$239,000 as compared with $110,000 in the second quarter of 2000. Enova further
developed its 240kW drive system, the Fuel Cell Care Unit and other mobile and
stationary power management applications.
Selling, general and administrative expense increased $229,000 for the three
months ended June 30, 2001 from the previous year's comparable period. The
Company believes a majority of this increase is temporary due to new regulatory
requirements and legal fees as well as increased salaries and new hires during
the year.
The Company incurred a net loss from continuing operations of $811,000 in the
second quarter of 2001 compared to a net loss of $431,000 in the second quarter
of 2000. Again, the majority of the difference being attributable to increased
professional fees, salaries and R&D.
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. 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. The Company has experienced recurring losses from
operations and had an accumulated deficit of $87,922,000 at June 30, 2001. There
is no assurance, however, that any net operating losses will be available to the
Company in the future as an offset against future profits for income tax
purposes.
12
Continued Losses. For the six months ended June 30, 2001 and 2000, the Company
had net losses of $1,057,000 and $569,000 respectively on sales of $1,887,000
and $1,174,000, respectively.
Nature of Industry. The electric vehicle ("EV") and Hybrid EV ("HEV") industry
continues to be subject to rapid technological change. There are many large and
small companies, both domestic and foreign, now in, poised to enter, or entering
this industry. Most of the major domestic and foreign automobile manufacturers:
(1) have 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. Various non-automotive companies are
also developing improved electric storage, propulsion and control systems.
Growth of the present limited demand for electric vehicles depends upon: (a)
future regulation and legislation requiring more use of non-polluting or
low-emission vehicles, (b) the environmental consciousness of customers, and (c)
the ability of electric and hybrid-electric vehicles to successfully compete
with vehicles powered with internal combustion engines on price and performance.
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) has recently confirmed its
mandatory limits for zero emission and low emission vehicles. There can be no
assurance, however, that further legislation will be enacted 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
vehicles. Extensions, modifications or reductions of current federal and state
legislation, mandates and potential tax incentives could adversely affect the
Company's business prospects if implemented.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
None.
13
PART II. OTHER INFORMATION
Item 1. Legal Proceedings
None
Item 2. Changes in Securities and Use of Proceeds
In May 2001, Jagen Pty, Ltd exercised warrants to purchase 41,666,666 shares of
common stock at $0.06 per share for a total of $2,500,000. Jagen, an Australian
company and the majority shareholder, represented that they were accredited
investors, an Australian company. The Company 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.
In June 2001, the Company issued warrants to purchase 15,000,000 shares of
common stock of Enova Systems to a customer. The Company 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.
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 and Reports on Form 8-K:
(a) Exhibits:
---------
10.1 Agreement between the Company and a customer, dated June
14, 2001, to develop and produce power management systems.
(b) Reports on Form 8-K
The Company filed no current reports on Form 8-K during the quarter
ended June 30, 2001.
14
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: August 14, 2001
ENOVA SYSTEMS, INC.
(Registrant)
/s/ Carl D. Perry
- --------------------------------------------------------------------------------
By: Carl D. Perry, Chief Executive Officer and Acting Chief Financial Officer
(Duly Authorized Officer, Principal Financial Officer and Principal
Accounting Officer)
15