Interim Consolidated Financial Statements For the three and six months ended Unaudited Notice to Reader The accompanying unaudited interim consolidated financial statements of ZENN Motor Company Inc. (the Company ) for the three and six months ended have been prepared by management and approved by the Board of Directors of the Company. These statements have not been audited, reviewed or verified by the Company s external auditors or any other accounting firm.
Consolidated Balance Sheets Note Mar. 31 2010 Sep. 30 2009 (audited) Assets Current Cash and cash equivalents 382,990 2,543,540 Short-term investments 7,100,000 7,600,000 Accounts receivable 34,304 118,601 Inventory 4 210,757 552,074 Prepaid expenses and sundry assets 386,032 482,611 8,114,083 11,296,826 Property and equipment 155,870 237,876 Rental deposits 11,833 13,358 EEStor technology marketing rights 2,303,275 2,303,275 Investment in EEStor, Inc. 8,674,771 8,674,771 19,259,832 22,526,106 Liabilities Current Accounts payable and accrued liabilities 1,635,840 1,641,457 1,635,840 1,641,457 Shareholders' Equity Capital stock 5 52,239,586 52,009,481 Contributed surplus 7 2,379,145 1,946,725 Warrant capital 8 170,525 232,479 Deficit (37,165,264) (33,304,036) 17,623,992 20,884,649 19,259,832 22,526,106 See accompanying notes 2
Consolidated Statements of Operations and Deficit For the three and six months ended March 31 Three Months Six Months 2010 2009 2010 2009 Note Gross revenue 405,375 391,227 1,386,266 936,619 Provision for rebates 154,425 115,266 545,812 166,422 Net revenue 250,950 275,961 840,454 770,197 Cost of sales 221,529 291,356 747,140 880,455 Gross profit (loss) 29,421 (15,395) 93,314 (110,258) Expenses Marketing and promotion 334,838 376,727 734,161 813,716 Engineering and development 405,008 276,165 885,972 485,610 General and administrative 988,975 1,298,413 1,996,076 2,423,856 Provision for severance costs 15 418,036-418,036 - Inventory valuation adjustment 4 (140,115) - (140,115) - Foreign exchange loss (gain) (1,538) 25,103 (3,369) 4,196 Amortization 49,152 44,639 85,802 89,047 2,054,356 2,021,047 3,976,563 3,816,425 Loss from operations (2,024,935) (2,036,442) (3,883,249) (3,926,683) Interest income 10,096 63,427 22,021 167,295 Net loss for the period (2,014,839) (1,973,015) (3,861,228) (3,759,388) Deficit, beginning of period (35,150,425) (25,001,282) (33,304,036) (23,214,909) Deficit, end of period (37,165,264) (26,974,297) (37,165,264) (26,974,297) Loss per share, basic and diluted (0.05) (0.06) (0.10) (0.11) Weighted average number of shares outstanding 37,194,152 34,057,793 37,139,650 33,843,092 See accompanying notes 3
Consolidated Statement of Cash Flows For the three and six months ended March 31 Three Months Six Months 2010 2009 2010 2009 Cash flows from (to) operating activities Net loss for period (2,014,839) (1,973,015) (3,861,228) (3,759,388) Add items not affecting cash flow Loss on disposal of assets 11,879-11,879 - Amortization 49,152 44,639 85,802 89,047 Stock based compensation 162,582 263,713 419,464 520,630 (1,791,226) (1,664,663) (3,344,083) (3,149,711) Changes in non-cash working capital Accounts receivable (9,174) (10,420) 84,296 (147,180) Inventory 42,044 115,894 341,317 (460,905) Prepaid expenses and other assets 53,736 85,302 96,579 (15,716) Accounts payable and accrued liabilities (268,868) (89,464) (5,613) (562,610) (1,973,488) (1,563,351) (2,827,504) (4,336,122) Cash flow from (to) investing activities Short-term investments 500,000 425,000 500,000 2,200,000 Proceeds on sale of assets 2,650 6,090 2,650 6,090 Rental deposits 9,700 (8,136) 1,525 1,564 Development costs - (100,254) - (250,093) Purchase of property, plant and equipment - (10,109) (18,327) (25,610) 512,350 312,591 485,848 1,931,951 Cash flow from (to) financing activities Exercise of options and warrants 57,000 715,000 181,106 722,498 57,000 715,000 181,106 722,498 Increase (decrease) in cash during period (1,404,138) (535,760) (2,160,550) (1,681,673) Cash and cash equivalents at beginning of period 1,787,128 6,540,187 2,543,540 7,686,100 Cash and cash equivalents at end of period 382,990 6,004,427 382,990 6,004,427 Consists of: Cash 382,990 819,588 382,990 819,588 Cash equivalents - 5,184,839-5,184,839 382,990 6,004,427 382,990 6,004,427 See accompanying notes 4
1. INTERIM REPORTING ZENN Motor Company Inc. ( ZMC or the Company ) prepares its financial statements in accordance with Canadian generally accepted accounting principles. The disclosures contained in these unaudited interim consolidated financial statements do not include all requirements of Canadian generally accepted accounting principles for the presentation of annual financial statements. Notwithstanding, the unaudited interim financial statements follow the same accounting policies and methods of application as the audited financial statements of the Company for the year ended September 30, 2009. These unaudited interim consolidated financial statements should be read in conjunction with the audited consolidated financial statements of ZENN Motor Company Inc. for the years ended September 30, 2009 and 2008. Accounting measurements at interim dates inherently involve greater reliance on estimates than at year-end. In the opinion of management, the accompanying unaudited interim consolidated financial statements include all adjustments of a normal recurring nature to present fairly the position of the Company as at and reflect the results of operation and cash flows for the three and six month periods then ended. 2. NATURE OF THE CORPORATION'S BUSINESS ZENN Motor Company Inc. (the "Company") is incorporated under the Business Corporation Act (Ontario). The Company's primary business to date has been the development, assembly and distribution of a fully electric low speed vehicle (LSV) called the ZENN TM. In December 2009, the Company announced that it would be discontinuing the manufacture of the ZENN LSV prior to April 2010 in order to focus on the development and marketing of ZENNergy TM, a suite of electric vehicle technologies, components and services designed to capitalize on the unique characteristics of EEStor, Inc.'s ( EEStor) capacitor based energy storage technology. The Company intends to capitalize on certain exclusive and non-exclusive rights to purchase and deploy the energy storage product currently under development by EEStor through original equipment manufacturers (OEMs) and Tier 1 suppliers. The Company's success depends on the completion and commercialization of both the ZENNergy solutions and technologies and EEStor's energy storage technology. There is no assurance that the Company and/or EEStor will be successful in the completion of the development and commercialization of their respective products. Management of the Company believes the current level of cash, cash equivalents and short-term investments will be sufficient to fund the Company's planned operations for fiscal 2010; however, if the Company requires additional cash resources to fund operations, there is no assurance that the Company will be able to obtain the required cash resources to fund operations. Accordingly the financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classifications of liabilities that may result from the possible inability of the Company to continue as a going concern. 5
3. SIGNIFICANT ACCOUNTING POLICIES These consolidated financial statements have been prepared by management in accordance with generally accepted accounting principles ("GAAP") in Canada. The Company s significant accounting policies, detailed in the audited consolidated financial statements of ZENN Motor Company Inc. for the years ended September 30, 2009 and 2008 include the following: Basis of Consolidation The consolidated financial statements include the accounts of the Company and its wholly- owned subsidiaries ZENN Motor Company Limited, ZENN Capital Inc., ZENN Vehicules Electriques Inc., ZENNergy Inc., 2186025 Ontario Inc. and ZMC America, Inc. Inter-company balances and transactions are eliminated upon consolidation. Technology Marketing Rights with EEStor The cost incurred to acquire certain exclusive and non-exclusive rights to purchase and deploy EEStor s electric energy storage unit ( EESU ), as set out in the Technology Agreement (the Agreement ) between the two companies is being capitalized. The amortization period will be determined once the EESU technology is available for use. The Company performs an impairment evaluation of the Agreement yearly or whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. In the event that the Agreement is terminated and the Company does not fully acquire the purchase and deployment rights as set out therein, the capitalized costs will be written off to operations. As at, no events or changes in circumstances had occurred which would indicate that the carrying amount of the rights under the Agreement may not be fully recoverable. Investment in EEStor, Inc. The Company has an investment in the common shares of EEStor and is categorized as an available for sale financial instrument. The Company does not have significant influence, control or joint control over EEStor. The common shares of EEStor do not have a quoted market price in an active market; accordingly, the shares are carried at cost. The Company would recognize a loss on this investment if there were a permanent impairment in the value of the investment. As at March 31, 2010, no events or changes in circumstances had occurred which would indicate an impairment in the value of the investment. Use of Estimates The preparation of financial statements in conformity with Canadian GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amount of revenue and expenses during the year. Actual results could differ from those estimates. Significant areas requiring the use of management estimates relate to the determination of the useful lives of property and equipment for amortization purposes, inventory impairment, amounts recorded as accrued liabilities, valuation of stock options and warrants, impairment assessment of the Technology Agreement and the investment in EEStor, valuation allowance on future tax assets and the fair value of financial instruments. 6
4. INVENTORY The following table summarizes the composition of inventory at and September 30, 2009: Mar 31, 2010 Sept 30, 2009 Service stock 166,367 403,791 Work in progress - 66,809 Finished goods 44,390 81,474 210,757 552,074 Work in progress and finished inventory values include the direct cost of materials and an allocation of labour and overhead based on standard rates. Inventory is valued based on estimates of its net realizable value. In the three months ended, the Company recorded an inventory revaluation increase of 140,115. The increase in inventory valuation is to reverse inventory write downs recorded in previous financial periods resulting from changes in foreign exchange rates and gross margin assumption. 5. CAPITAL STOCK Authorized: Unlimited common shares Issued and outstanding common shares: Number of Shares Value Balance September 30, 2009 37,055,502 52,009,481 Shares issued on exercise of warrants (i) 33,095 173,105 Balance December 31, 2009 37,088,597 52,182,586 Shares issued on exercise of options 126,666 57,000 Balance 37,215,263 52,239,586 (i) Includes net cash proceeds of 124,106 and non cash cost transfer from warrant capital of 48,999. 7
6. MANAGEMENT OF CAPITAL The Company's objective when managing capital is to maintain its ability to continue as a going concern for the benefit of shareholders and other stakeholders. As a company focusing on development (see Note 2), the Company must manage the balance between cash conservation and prudent investment in its operations in order to further business objectives. Working capital management is fundamental to the broader management of capital. The Company has a defined investment policy restricting the investment of cash balances to term deposits and bankers acceptances. Non-cash working capital is managed with defined business practices and policies intended to optimize the investment and safeguard the assets. The Company includes equity in its definition of capital. Equity is comprised of capital stock, warrant capital, contributed surplus and deficit. The Company s approach to raising equity has been to raise sufficient capital to take the Company toward a target milestone, with an objective of successive capital raises being at a higher price and less dilutive for shareholders. To secure additional capital to pursue its objectives, the Company may raise additional funds through the issuance of equity. The Company s ability to continue with its incremental raise strategy is a function of many factors, including capital markets, and there is no assurance that this approach will be practical on a go forward basis. There has been no change with respect to the overall capital risk management strategy during the three and six month periods ended. 7. CONTRIBUTED SURPLUS The following summarizes the change in contributed surplus: Amount Balance September 30, 2009 1,946,725 Transfer from warrant capital on expiry of warrants 12,956 Stock based compensation in period 256,882 Balance December 31, 2009 2,216,563 Stock based compendation in period 162,582 Balance 2,379,145 8
8. WARRANT CAPITAL The following summarizes the change in warrant capital: Amount Balance September 30, 2009 232,479 Trasfer to contributed surplus on expiry of warrants (12,956) Less exercise of warrants (48,999) Balance December 31, 2009 170,525 No activity in period - Balance 170,525 9. STOCK OPTIONS AND WARRANTS Stock Option Plan The Company has a stock option plan (the Plan ) which authorizes the Board to issue options to employees, directors and consultants providing services to the Company or its subsidiaries. The Plan is structured as a floating plan. Under the terms of the Plan, the number of shares issuable under stock options and the performance warrants cannot exceed 10% of the outstanding common shares of the Company. The Company sets the exercise price based on the closing market price at the time of the grant. Options are for a term not to exceed five years and generally vest over a three year period. In the event of a takeover bid which results in the Offeror exercising control of the Company, stock options which might otherwise not be vested may be exercised and tendered as part of the takeover transaction. The following table outlines the options transactions and numbers outstanding: Number of Options Outstanding Weighted Average Exercise Price Number of Options Exercisable Weighted Average Exercise Price Balance September 30, 2009 2,457,166 2.61 948,911 2.47 Granted in period 150,000 4.02 Forfeited in period (4,001) 3.85 Balance December 31, 2009 2,603,165 2.69 1,503,730 2.49 Exercised in period (126,666) 0.45 Forfeited in period (77,408) 3.27 Balance 2,399,091 2.78 1,388,399 2.68 9
9. STOCK OPTIONS AND WARRANTS (cont d) The following table summarizes options outstanding by expiry date as of : Expiry Date Number of Options Exercise Price Number of Exercisable Options April 3, 2011 30,000 1.40 30,000 June 11, 2011 30,000 1.45 30,000 August 20, 2011 100,000 1.30 100,000 November 21, 2011 505,000 2.40 505,000 March 18, 2012 26,400 3.50 26,400 March 27, 2012 10,000 3.57 10,000 May 6, 2012 4,800 3.41 3,200 June 17, 2012 100,000 3.50 66,666 June 24, 2012 290,000 3.95 199,998 July 15, 2012 13,333 5.03 13,333 November 22, 2012 19,997 4.29 15,193 June 3, 2013 20,932 4.25 9,727 October 15, 2013 1,045,832 2.55 362,493 October 28, 2013 16,797 1.87 6,389 November 17, 2013 30,000 2.05 10,000 July 10, 2014 6,000 3.59 - December 8, 2014 150,000 4.02-2,399,091 1,388,399 Warrant Transactions The following table outlines the warrant transactions and numbers outstanding: Number of Warrants Outstanding Weighted Average Exercise Price Number of Warrants Exercisable Weighted Average Exercise Price BalanceSeptember 30, 2009 147,845 3.75 147,845 3.75 Granted in period - Exercised in period (33,095) 1.48 Cancelled/expired in period (8,750) 1.48 Balance December 31, 2009 106,000 3.50 106,000 3.50 No activity in period Balance 106,000 3.50 106,000 3.50 10
9. STOCK OPTIONS AND WARRANTS (cont d) The following warrants were outstanding at : Expiry Date Number of Options Exercise Price January 14, 2011 106,000 3.50 106,000 10. STOCK-BASED COMPENSATION AND STOCK-BASED PAYMENTS In the three and six months ended, the Company recorded 162,582 and 419,464, respectively (2009-263,713 and 520,630, respectively) in stock-based compensation costs. The fair value of options and warrants is determined using the Black-Scholes option pricing model with the following weighted average assumptions: (i) dividend yield of 0% (2009-0%), (ii) expected volatility of approximately 82% (2009-74%), (iii) risk free interest rate of 1.3% (2009-3%), and (iv) the expected life of 3 years (2009-3 years). The Company has assumed no forfeiture rate as adjustments for actual forfeiture as made in the period they occur. 11. CHANGE IN OPERATIONS In December 2009, the Company announced it would discontinue production of the ZENN LSV no later than April 2010. In the three months ended, the Company continued to produce and sell the ZENN LSV in its principle markets with the intention of liquidating its inventory of finished ZENNs. As of, the Company had sold substantially all of its finished units and work in progress units that could be finished and sold for a net cash gain. 12. COMMITMENTS AND CONTINGENCIES Operating Lease The Company is contracted for minimum lease payments relating to premises as follows: 2010 393,623 2011 145,005 2012 41,400 580,032 11
13. FINANCIAL INSTRUMENTS Fair Value The fair value of the investment in EEStor is not readily determinable as the common shares of EEStor, Inc. are not traded in a public market. Foreign Currency Risk Currency risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in foreign exchange rates. The Company s exposure to currency risk is negligible. Credit Risk Credit risk arises from the possibility that the entities to which the Company sells products may experience financial difficulties and be unable to fulfill their contractual obligations. The Company mitigates its credit risk by setting credit policies, purchasing credit insurance where possible, securing personal and third party guarantees where possible and by actively managing the credit exposure to individual accounts. 14. SEGMENTED INFORMATION Substantially all of the Company's revenues are derived from the sale of the ZENN LSV. Substantially all sales in the three and six months ended were to markets in the United States. 15. SUBSEQUENT EVENT In April, 2010, the Company shipped its last ZENN LSV, discontinued the production of the vehicles and closed its Saint Jerome assembly facility. As of, the Company recorded a provision for severance and related costs of 418,036. With the Company s exit from LSV production, it is a development stage enterprise as it develops the ZENNergy related offerings. In subsequent reporting periods, the LSV operation will be reported as a discontinued operation. 12