UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

xQUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 for the quarterly period ended March 31, 20162017

 

¨TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT

For the transition period from _________ to _________

 

Commission file number 000-11991

 

SORL AUTO PARTS, INC.

(Exact name of registrant as specified in its charter)

 

DELAWARE30-0091294
 30-0091294
(State or other jurisdiction of incorporation or
organization)
(IRS Employer Identification No.)

 

No. 1169 Yumeng Road

Ruian Economic Development District

Ruian City, Zhejiang Province

People’s Republic Of China

(Address of principal executive offices)

 

86-577-6581-7720

(Registrant’s telephone number)

  

Indicate by check mark whether the registrant (1) 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 period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yesx No¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

Yesx No¨

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See definition of “accelerated filer”, “large accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large Accelerated Filer¨Accelerated Filer¨Non-Accelerated Filer¨Smaller Reporting Companyx

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act):

Yes¨ Nox

Emerging Growth Company¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.¨

 

APPLICABLE ONLY TO CORPORATE ISSUERS

 

Indicate the number of shares outstanding of each of the issuer classes of common stock, as of the latest practicable date:

As of May 16, 201615, 2017 there were19,304,921shares of common stock outstanding

 

 

 

  

SORL AUTO PARTS, INC.

FORM 10-Q

For the Three Months Ended March 31, 20162017

 

INDEX

 

  Page
   
PART I.FINANCIAL INFORMATION (Unaudited) 
   
Item 1.Financial Statements: 
   
 Consolidated Balance Sheets as of March 31, 20162017 (Unaudited) and December 31, 201520163
   
 Consolidated Statements of Income and Comprehensive Income for the Three Months Ended March 31, 2017 and 2016 and 2015 (Unaudited)4
   
 Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2017 and 2016 and 2015 (Unaudited)5
   
 Consolidated Statements of Changes in Equity for the Three Months Ended March 31, 2016 (Unaudited)2017 (Unaudited)6
   
 Notes to Consolidated Financial Statements (Unaudited)7
   
Item 2.Management’s Discussion and Analysis or Financial Condition and Results of Operations2026
   
Item 3.Quantitative and Qualitative Disclosures About Market Risk2631
   
Item 4.Controls and Procedures2631
   
PART II.OTHER INFORMATION2632
   
Item 1.Legal Proceedings2632
   
Item 1A.Risk Factors2632
   
Item 2.Unregistered Sales of Equity Securities and Use of Proceeds2632
   
Item 3.Defaults Upon Senior Securities2632
   
Item 4.Mine Safety Disclosures2632
   
Item 5.Other Information2632
   
Item 6.Exhibits2732
   
SIGNATURES2733

 

 2 

 

  

SORL Auto Parts, Inc. and Subsidiaries

Consolidated Balance Sheets

March 31, 20162017 and December 31, 20152016

 

  March 31, 2016  December 31, 2015 
  (Unaudited)    
Assets        
Current Assets        
Cash and cash equivalents US$6,103,766  US$30,230,828 
Accounts receivable, net  71,711,260   71,823,328 
Bank acceptance notes from customers  28,096,561   22,870,791 
Short term investments  58,527,775   61,007,709 
Inventories  68,154,818   73,661,860 
Prepayments, including $1,754,420 and $0 prepayments to related parties at March 31, 2016 and December 31, 2015, respectively  8,233,271   3,350,607 
Due from related party  18,247,384   - 
Prepaid capital lease interest  54,189   93,458 
Restricted cash  1,067,461   785,999 
Other current assets, net  1,463,295   1,241,864 
Deferred tax assets  3,506,814   2,909,729 
Total Current Assets  265,166,594   267,976,173 
         
Property, plant and equipment, net  37,053,716   37,561,905 
Land use rights, net  13,208,647   13,232,149 
Intangible assets, net  21,050   23,854 
Security deposits on lease agreement  1,768,800   1,759,975 
Total Non-Current Assets  52,052,213   52,577,883 
Total Assets US$317,218,807  US$320,554,056 
         
Liabilities and Equity        
Current Liabilities        
Accounts payable and bank acceptance notes to vendors, including $496,146 and $1,133,537 due to related parties at March 31, 2016 and December 31, 2015, respectively US$37,640,498  US$35,292,277 
Deposit received from customers  21,304,652   20,012,087 
Short term bank loans  17,447,655   23,367,207 
Accrued expenses  11,964,864   13,870,587 
Capital lease obligations  2,653,200   3,519,949 
Other current liabilities, including $97,404 and $0 due to related parties at March 31, 2016 and December 31, 2015, respectively  2,198,308   2,067,449 
Total Current Liabilities  93,209,177   98,129,556 
Total Liabilities  93,209,177   98,129,556 
         
Equity        
Preferred stock - no par value; 1,000,000 authorized; none issued and outstanding as of March 31, 2016 and December 31, 2015  -   - 
Common stock - $0.002 par value; 50,000,000 authorized, 19,304,921 issued and outstanding as of March 31, 2016 and December 31, 2015  38,609   38,609 
Additional paid-in capital  42,199,014   42,199,014 
Reserves  13,260,606   13,207,972 
Accumulated other comprehensive income  16,658,615   15,662,639 
Retained earnings  129,433,106   129,055,099 
Total SORL Auto Parts, Inc. Stockholders' Equity  201,589,950   200,163,333 
Noncontrolling Interest In Subsidiaries  22,419,680   22,261,167 
Total Equity  224,009,630   222,424,500 
Total Liabilities and Equity US$317,218,807  US$320,554,056 

  March 31, 2017   December 31, 2016 
  (Unaudited)     
Assets         
Current Assets         
Cash and cash equivalents US$11,455,214   US$8,057,155 
Accounts receivable, net, including $0 and $5,025,509 from related parties at March 31, 2017 and December 31, 2016, respectively  104,844,561    102,129,294 
Bank acceptance notes from customers  45,638,224    42,697,276 
Inventories  71,745,365    65,776,517 
Prepayments, current  9,711,086    10,797,601 
Restricted cash  5,596,257    5,476,621 
Other current assets  1,774,940    1,124,608 
Deferred tax assets  3,219,643    3,210,575 
Total Current Assets  253,985,290    239,269,647 
          
Property, plant and equipment, net  54,885,852    53,737,706 
Land use rights, net  8,284,055    8,309,333 
Intangible assets, net  9,324    11,438 
Prepayments, non-current  10,448,650    - 
Total Non-Current Assets  73,627,881    62,058,477 
Total Assets US$327,613,171   US$301,328,124 
          
Liabilities and Equity         
Current Liabilities         
Accounts payable and bank acceptance notes to vendors, including $6,234,911 and $1,953,707 due to related parties at March 31, 2017 and December 31, 2016, respectively US$60,477,514   US$65,672,626 
Deposit received from customers  25,900,566    22,733,742 
Short term bank loans  48,871,970    27,416,376 
Income tax payable  1,268,213    996,522 
Accrued expenses  17,688,422    20,103,392 
Other current liabilities, including $117,723 and $0 payables to related party at March 31, 2017 and December 31, 2016, respectively  2,410,732    2,013,943 
Total Current Liabilities  156,617,417    138,936,601 
          
Total Liabilities  156,617,417    138,936,601 
          
Equity         
Preferred stock - no par value; 1,000,000 authorized; none issued and outstanding as of March 31, 2017 and December 31, 2016  -    - 
Common stock - $0.002 par value; 50,000,000 authorized, 19,304,921 issued and outstanding as of March 31, 2017 and December 31, 2016  38,609    38,609 
Additional paid-in capital  (28,582,654)   (28,582,654)
Reserves  15,822,287    15,129,935 
Accumulated other comprehensive income  6,937,331    6,117,042 
Retained earnings  152,583,697    146,352,530 
Total SORL Auto Parts, Inc. Stockholders' Equity  146,799,270    139,055,462 
Noncontrolling Interest In Subsidiaries  24,196,484    23,336,061 
Total Equity  170,995,754    162,391,523 
Total Liabilities and Equity US$327,613,171   US$301,328,124 

 

The accompanying notes are an integral part of these unaudited consolidated financial statements

 

 3 

 

  

SORL Auto Parts, Inc. and Subsidiaries

Consolidated Statements of Income and Comprehensive Income

For The Three Months Ended March 31, 20162017 and 20152016 (Unaudited)

 

 Three Months Ended March 31,  Three Months Ended March 31, 
 2016  2015  2017 2016 
          
Net Sales US$53,836,728  US$52,197,966 
Sales US$73,895,781 US$53,836,728 
Include: sales to related parties  2,580,846   1,011,924  3,026,924 2,580,846 
Cost of sales  39,397,649   38,466,892   53,348,076  39,397,649 
Gross profit  14,439,079   13,731,074  20,547,705 14,439,079 
             
Expenses:             
Selling and distribution expenses  5,562,432   5,350,998  5,608,623 5,562,432 
General and administrative expenses  6,929,858   2,719,372  4,044,913 6,929,858 
Research and development expenses  1,743,687   1,712,621   2,055,096  1,743,687 
Total operating expenses  14,235,977   9,782,991  11,708,632 14,235,977 
             
Other operating income  914,205   585,717 
Other operating income, net  788,468  914,205 
             
Income from operations  1,117,307   4,533,800  9,627,541 1,117,307 
             
Interest income  88,102   110,955  10,550 88,102 
Government grants  4,757   25,980  28,909 4,757 
Other income  45,589   67,411  664 45,589 
Interest expenses  (174,460)  (166,656) (481,160) (174,460)
Other expenses  (637,629)  (370,688)  (207,531)  (637,629)
             
Income before income taxes provision / benefit  443,666   4,200,802 
Income before income taxes provision (benefit) 8,978,973 443,666 
             
Income taxes provision (benefit)  (34,824)  998,278   1,286,174  (34,824)
             
Net income US$478,490  US$3,202,524  US$7,692,799 US$478,490 
             
Net income attributable to noncontrolling interest In subsidiaries  47,849   152,243 
Net income attributable to noncontrolling interest in subsidiaries 769,280 47,849 
             
Net income attributable to common stockholders US$430,641  US$3,050,281  US$6,923,519 US$430,641 
             
Comprehensive income:             
             
Net income US$478,490  US$3,202,524  US$7,692,799 US$478,490 
Foreign currency translation adjustments  1,106,640   (813,243)  911,432  1,106,640  
Comprehensive income  1,585,130   2,389,281  8,604,231 1,585,130 
Comprehensive income attributable to noncontrolling interest in subsidiaries  158,513   88,568   860,423  158,513 
Comprehensive income attributable to common shareholders US$1,426,617  US$2,300,713 
Comprehensive income attributable to common stockholders US$7,743,808 US$1,426,617 
             
Weighted average common share - basic  19,304,921   19,304,921  19,304,921 19,304,921 
             
Weighted average common share - diluted  19,304,921   19,304,921  19,304,921 19,304,921 
             
EPS - basic US$0.02  US$0.16  US$0.36 US$0.02 
             
EPS - diluted US$0.02  US$0.16  US$0.36 US$0.02 

 

The accompanying notes are an integral part of these unaudited consolidated financial statements

 

 4 

 

  

SORL Auto Parts, Inc. and Subsidiaries

Consolidated Statements of Cash Flows

For The Three Months Ended March 31, 20162017 and 20152016 (Unaudited)

 

  Three Months Ended March 31, 
  2016  2015 
       
Cash Flows From Operating Activities        
Net Income US$478,490  US$3,202,524 
Adjustments to reconcile net income to net cash used in operating activities:        
         
Allowance for doubtful accounts  3,676,683   (338,319)
Depreciation and amortization  1,733,874   1,937,064 
Deferred income tax  (596,802)  (162,875)
Changes in assets and liabilities:        
Accounts receivable  (3,192,855)  (4,556,747)
Bank acceptance notes from customers  (5,236,626)  720,695 
Other currents assets  (216,932)  (557,779)
Inventories  6,020,763   3,937,590 
Prepayments  (4,828,231)  (492,545)
Prepaid capital lease interest  40,714   87,570 
Accounts payable and bank acceptance notes to vendors  2,389,292   (4,765,769)
Income tax payable  -   394,992 
Deposits received from customers  1,221,498   1,716,287 
Other current liabilities and accrued expenses  (1,900,667)  (1,608,205)
Net Cash Flows Used In Operating Activities  (410,799)  (485,517)
         
Cash Flows From Investing Activities        
Change in short term investments  2,854,289   (10,157,715)
Acquisition of property and equipment  (1,247,024)  (859,313)
Change in restricted cash  (284,338)  - 
Advance to related party  (18,695,590)  - 
Net Cash Flows Used In Investing Activities  (17,372,663)  (11,017,028)
         
Cash Flows From Financing Activities        
Proceeds from bank loans  13,795,728   8,643,266 
Repayment of bank loans  (20,050,944)  (5,470,663)
Repayment of capital lease  (906,123)  (932,092)
Net Cash Flows Provided By (Used In) Financing Activities  (7,161,339)  2,240,511 
         
Effects on changes in foreign exchange rate  817,739   (20,110)
         
Net change in cash and cash equivalents  (24,127,062)  (9,282,144)
         
Cash and cash equivalents- beginning of the period  30,230,828   14,009,597 
         
Cash and cash equivalents - end of the period US$6,103,766  US$4,727,453 
         
Supplemental Cash Flow Disclosures:        
Interest paid US$275,913  US$191,154 
Income taxes paid US$677,301  US$766,161 

   Three Months Ended March 31, 
   2017   2016 
         
Cash Flows From Operating Activities          
Net Income  US$7,692,799   US$478,490 
Adjustments to reconcile net income to net cash used in operating activities:          
           
Allowance for doubtful accounts   -    3,676,683 
Depreciation and amortization   2,017,224    1,733,874 
Deferred income tax   8,453    (596,802)
           
Changes in assets and liabilities:          
Accounts receivable   (2,151,307)   (3,192,855)
Bank acceptance notes from customers   (2,700,239)   (5,236,626)
Other currents assets   (638,653)   (216,932)
Inventories   (5,594,100)   6,020,763 
Prepayments, current   1,142,387    (4,828,231)
Prepaid capital lease interest     -    40,714 
Accounts payable and bank acceptance notes to vendors   (4,434,657) �� 2,389,292 
Income tax payable   265,518    - 
Deposits received from customers   3,033,848    1,221,498 
Other current liabilities and accrued expenses   (2,133,534)   (1,900,667)
Net Cash Flows Used In Operating Activities   (3,492,261)   (410,799)
           
Cash Flows From Investing Activities          
Change in short term investments   -    2,854,289 
Acquisition of property and equipment   (14,320,981)   (1,247,024)
Advance to related party   -    (18,695,590)
Change in restricted cash   (89,465)   (284,338)
Net Cash Flows Used In Investing Activities   (14,410,446)   (17,372,663)
           
Cash Flows From Financing Activities          
Proceeds from bank loans   21,247,576    13,795,728 
Repayment of bank loans     -    (20,050,944)
Repayment of capital lease   -    (906,123)
Net Cash Flows Provided By (Used In) Financing Activities   21,247,576    (7,161,339)
           
Effects on changes in foreign exchange rate   53,190    817,739 
           
Net change in cash and cash equivalents   3,398,059    (24,127,062)
           
Cash and cash equivalents - beginning of the period   8,057,155    30,230,828 
           
Cash and cash equivalents - end of the period  US$11,455,214   US$6,103,766 
           
           
Supplemental Cash Flow Disclosures:          
Interest paid  US$250,601   US$275,913  
Income taxes paid  US$1,012,203   US$677,301 

 

The accompanying notes are an integral part of these unaudited consolidated financial statements

 

 5 

 

  

SORL Auto Parts, Inc. and Subsidiaries

Consolidated Statements of Changes in Equity

For The Three Months Ended March 31, 20162017 (Unaudited)

 

          Accumulated
 Total SORL Auto
                 Accumulated Total SORL
Auto
     
 Number  Additional      Other Parts, Inc.        Additional     Other Parts, Inc.     
 of Common Paid-in     Retained Comprehensive Stockholders' Noncontrolling Total  Number of
Share
 Common
Stock
 Paid-in
Capital
 Reserves Retained
Earnings
 Comprehensive
Income
 Stockholders'
Equity
 Noncontrolling
Interest
 Total Equity 
 Shares Stock  Capital  Reserves Earnings  Income  Equity  Interest  Equity 
Beginning Balance – December 31, 2015  19,304,921  $38,609  $42,199,014  $13,207,972  $129,055,099  $15,662,639  $200,163,333  $22,261,167  $222,424,500 
Balance as of December 31, 2016  19,304,921 38,609 (28,582,654) 15,129,935 146,352,530 6,117,042 139,055,462 23,336,061 162,391,523  
                                                       
Net income  -   -   -   -   430,641   -   430,641   47,849   478,490  - - - - 6,923,519 - 6,923,519 769,280 7,692,799 
                                                       
Foreign currency translation adjustment  -   -   -   -   -   995,976   995,976   110,664   1,106,640  - - - - - 820,289 820,289 91,143 911,432 
                                                       
Transfer to reserve  -   -   -   52,634   (52,634)  -   -   -   -   -  -  -  692,352  (692,352)  -  -  -  - 
                                                       
Ending Balance - March 31, 2016  19,304,921  $38,609  $42,199,014  $13,260,606  $129,433,106  $16,658,615  $201,589,950  $22,419,680  $224,009,630 
Balance as of March 31, 2017  19,304,921 $38,609 $(28,582,654) $15,822,287 $152,583,697 $6,937,331 $146,799,270 $24,196,484 $170,995,754 

 

The accompanying notes are an integral part of these unaudited consolidated financial statements

 

 6 

 

  

SORL Auto Parts, Inc. and Subsidiaries

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

March 31, 20162017

(Unaudited)

 

NOTE A - DESCRIPTION OF BUSINESS

 

SORL Auto Parts, Inc. (together with its subsidiaries, “we,” “us,” “our” or the “Company” or “SORL”), a Delaware corporation incorporated on March 24, 1982, is principally engaged in the manufacture and distribution of vehicle brake systems and other key safety-related components, through its 90% ownership of Ruili Group Ruian Auto Parts Co., Ltd. (the “Joint Venture” or “Ruian”). The Company distributes products both in China and internationally under SORL trademarks. The Company’s product range includes 65 categories and over 20002,000 different specifications.

 

The Joint Venture was formed in the People’s Republic of China (“PRC” or “China”) as a Sino-Foreign joint venture on January 17, 2004, pursuant to the terms of a Joint Venture Agreement between the Ruili Group Co., Ltd. (the “Ruili Group”), a related party under common control, and Fairford Holdings Limited (“Fairford”), a wholly owned subsidiary of the Company. The Ruili Group was incorporated in China in 1987 and specializes in the development, production and sale of various kinds of automotive parts. Fairford and the Ruili Group contributed 90% and 10%, respectively, of the paid-in capital of the Joint Venture.

  

On November 11, 2009, the Company, through its wholly owned subsidiary, Fairford, entered into a joint venture agreement with MGR Hong Kong Limited (“MGR”), a Hong Kong-based global auto parts distribution specialist firm and an unaffiliated Taiwanese individual investor. The joint venture was named SORL International Holding, Ltd. (“SIH”) based in Hong Kong. SORL held a 60% interest in the joint venture, MGR held a 30% interest, and the Taiwanese individual investor held a 10% interest. SIH was primarily devoted to expanding SORL's international sales network in Asia-Pacific and creating a larger footprint in Europe the Middle East and Africa with a target to create a truly global distribution network. In December 2015, due to poor financial performance of SIH, Fairfold sold all of its interest in SIH to the Taiwanese investor for US$77 (HK$600). The loss on disposalinvestor. After this transaction, SIH ceased to be a distributor of SIH was $3,170,821.SORL in the international market.

7

 

NOTE B - BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES

 

(1)BASIS OF PRESENTATION

 

The consolidated financial statements include the accounts of the Company and its majority owned subsidiaries. All intercompany balances and transactions have been eliminated in the consolidation. Certain information and footnote disclosures normally included in financial statements prepared in conjunction with generally accepted accounting principles have been condensed or omitted as permitted by the rules and regulations of the United States Securities and Exchange Commission (“SEC”), although the Company believes that the disclosures contained in this report are adequate to make the information presented not misleading. The consolidated balance sheet information as of December 31, 20152016 was derived from the consolidated audited financial statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2015.2016. These consolidated financial statements should be read in conjunction with the annual consolidated audited financial statements and the notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2015,2016, and other reports filed with the SEC.

 

The accompanying unaudited interim consolidated financial statements reflect all adjustments of a normal and recurring nature which are, in the opinion of management, necessary to present fairly the financial position, results of operations and cash flows of the Company for the interim periods presented. The results of operations for these periods are not necessarily comparable to, or indicative of, results of any other interim period or for the fiscal year taken as a whole.

 

 79 

 

  

(2)SIGNIFICANT ACCOUNTING POLICIES

 

a.ACCOUNTING METHOD

 

The Company uses the accrual method of accounting for financial statement and tax return purposes.

 

b.USE OF ESTIMATES

 

The preparation of financial statements in conformity with U.S generally accepted accounting principles 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 amounts of revenues and expenses during the reporting period.periods. Management makes its best estimate of the outcome for these items based on historical trends and other information available when the financial statements are prepared. Changes in estimates are recognized in accordance with the accounting rules for the estimate, which is typically in the period when new information becomes available to management. Actual results could differ from those estimates.

 

c.FAIR VALUE OF FINANCIAL INSTRUMENTS

 

For certain of the Company’s financial instruments, including cash and cash equivalents, restricted cash, accounts receivable, bank acceptance notes from customers, inventories, current prepayments, other current assets, accounts payable and bank acceptance notes to vendors, short term investments, trade receivables and payables, prepaidbank loans, deposit received from customers, income tax payable, accrued expenses, deposits and other current assets, short-term bank borrowings, and other payables and accruals,liabilities, the carrying amounts approximate fair values due to their short maturities.

 

Transactions involving related parties cannot be presumed to be carried out on an arm's-length basis, as the requisite conditions of competitive, freemarketfree market dealings may not exist. Representations about transactions with related parties, if made, shall not imply that the related party transactions were consummated on terms equivalent to those that prevail in arm's-length transactions unless such representations can be substantiated. It is not, however, practical to determine the fair value of amounts due from/to related parties due to their related party nature.

 

d.10SHORT TERM INVESTMENTS

 

The Company’s short term investments include term deposits with an original maturity from three months to one year with financial institutions. Term deposits in the amount of $21,667,802 (RMB 140,000,000) were pledged for the credit line granted to Ruili Group, a related party, by Bank of Ningbo for the period from March 24, 2015 to March 24, 2016. The pledge term ends two years after the main borrowing contract expires. Term deposit in the amount of $6,190,800 (RMB 40,000,000) was pledged as security interest for the bank acceptance notes payable issued to Hangzhou Xiangwei Wuzi Co., Ltd, a related party controlled by the relative of Ms. Shu Ping Chi, by Zhejiang Chouzhou Commercial Bank for the period from December 17, 2015 to June 17, 2016.

 

e.d.RESTRICTED CASH

 

Restricted cash mainly represents bank deposits used to pledge the bank acceptance notes. The Company entered into credit agreements with commercial banks in China (“endorsing banks”) which agree to provide credit within stipulated limits. Within the stipulated credit limits, the Company can issue bank acceptance notes to its suppliers as payments for the purchases. In order to issue bank acceptance notes, the Company is generally required to make initial deposits or pledge note receivables to the endorsing banks in amounts of certain percentage of the face amount of the bank acceptance notes to be issued by the Company. The cash in such accounts is restricted for use over the terms of the bank acceptance notes, which are normally three to six months.

 

f.e.RELATED PARTY TRANSACTIONS

 

A related party is generally defined as (i) any person that holds 10% or more of the Company’s securities and their immediate families, (ii) the Company’s management, (iii) someone that directly or indirectly controls, is controlled by or is under common control with the Company, or (iv) anyone who can significantly influence the financial and operating decisions of the Company. A transaction is considered to be a related party transaction when there is a transfer of resources or obligations between related parties. The Company conducts business with its related parties in the ordinary course of business.

 

 811 

 

  

g.f.BANK ACCEPTANCE NOTES RECEIVABLEFROM CUSTOMERS

 

Notes receivableBank acceptance notes from customers generally due within six months are issued by some customers to pay certain outstanding receivable balances to the Company with specific payment terms and definitive due dates. Notes receivableBank acceptance notes from customers do not bear interest. As of March 31, 20162017 and December 31, 2015,2016, bank acceptance notes receivablesfrom customers in the amount of $21,487,155$34,621,628 and $13,647,583,$32,916,198, respectively, were pledged to endorsing banks to issue bank acceptance notes. The banks charge discount fees if the Company chooses to discount the bank acceptance notes receivablesfrom customers for cash before the maturity of the notes and such discount fees are included in interest expenses.

 

h.g.REVENUE RECOGNITION

 

Revenue from the sale of goods is recognized when the risks and rewards of ownership of the goods have transferred to the buyer. The transfer is decided by several factors, including factors such as when persuasive evidence of an arrangement exits, delivery has occurred, the sales price is fixed and determinable, and collection is probable. Revenue consists of the invoice value for the sale of goods and services net of value-added tax, rebates and discounts and returns. The Company nets sales return in gross revenue, i.e., the revenue shown in the income statement is the net sales.

 

i.h.COST OF SALES

 

Cost of sales consists primarily of materials costs, applicable local government levies, freight charges, purchasing and receiving costs, inspection costs, employee compensation, depreciation and related costs, which are directly attributable to production. Write-down of inventories to lower of cost or market is also recorded in cost of sales, if any.

 

j.i.FOREIGN CURRENCY TRANSLATION

 

The Company maintains its books and accounting records in RMB, the currency of the PRC. The Company’s functional currency is also RMB. The Company has adopted FASB ASC 830-30 in translating financial statement amounts from RMB to the Company’s reporting currency, United States dollars (“US$”). All assets and liabilities are translated at the current rate. The shareholders’stockholders’ equity accounts are translated at the appropriate historical rate. Revenue and expenses are translated at the weighted average rates in effect on the transaction dates.

 

Translation adjustments resulting from this process are included in accumulated other comprehensive income in the statement of stockholders’ equity. Transaction gains and losses that arise from exchange rate fluctuations on transactions denominated in a currency other than the functional currency are included in the results of operations as incurred.

 

k.12RECLASSIFICATIONS

 

Certain prior period amounts have been reclassified to conform to the current period presentation. These reclassifications had no impact on net earnings and financial position.

  

NOTE C – RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS

 

In March 2016,January 2017, the FASB issued ASU 2016-08,2017-03,Revenue from Contracts with CustomersAccounting Changes and Error Corrections (Topic 606): Principal versus Agent Considerations (Reporting Revenue Gross versus Net)250) and Investments - Equity Method and Joint Ventures (Topic 323)”. 'The amendmentsThis pronouncement amends the SEC’s reporting requirements for public filers in this ASUregard to new accounting pronouncements or existing pronouncements that have not yet been adopted. Companies are intended to improveprovide qualitative disclosures if they have not yet implemented an accounting standards update. Companies should disclose if they are unable to estimate the operabilityimpact of a specific pronouncement, and understandabilityprovide disclosures including a description of the implementation guidanceeffect on principal versus agent considerationsaccounting policies that the registrant expects to apply. These provisions apply to all pronouncements that have not yet been implemented by amending certain existing illustrative examples and addingregistrants. There are additional illustrative examplesprovisions that relate to assistcorrections to several other prior FASB pronouncements. The Company has incorporated language into other recently issued accounting pronouncement notes, where relevant for the corrections in the application of the guidance. The effective date and transition of these amendments is the same as the effective date and transition ofFASB ASU 2014-09,“Revenue from Contracts with Customers (Topic 606)”. Public entities should apply the amendments in ASU 2014-09 for annual reporting periods beginning after December 15, 2017, including interim reporting periods therein.2017-03. The Company is currently inimplementing the process of evaluating the impact of the adoptionupdated SEC requirements on its consolidated financial statements.

9

In April 2016, the FASB issued ASU 2016- 10, “Revenue from Contractsnot yet adopted accounting pronouncements with Customers (Topic 606): Identifying Performance Obligations and Licensing”. The amendments add further guidance on identifying performance obligations and also to improve the operability and understandability of the licensing implementation guidance. The amendments do not change the core principle of the guidance in Topic 606. Public entities should apply the amendments for annual reporting periods beginning after December 15, 2017, including interim reporting periods therein. Early application for public entities is permitted only as of annual reporting periods beginning after December 15, 2016, including interim reporting periods within that reporting period. The Company is currently in the process of evaluating the impact of the adoption on itsthese consolidated financial statements.

 

NOTE D - RELATED PARTY TRANSACTIONS

 

The Company continues to purchase primarily packaging materials from the Ruili Group. The Ruili Group is the minority stockholder of Joint Venture and is collectively controlled by Mr. Xiao Ping Zhang, his wife Ms. Shu Ping Chi, and his brother Mr. Xiao Feng Zhang. In addition, the Company purchases automotive components from threefour other related parties, Guangzhou Kormee Automotive Electronic Control Technology Co., Ltd. (“Guangzhou Kormee”), Ruian Kormee Vehicle BrakeAutomobile Braking Co., Ltd. (“Ruian Kormee”), Ruili MeiLian Air Management System (LangFang) Co., Ltd (“Ruili MeiLian”) and Shanghai Dachao Electric Technology Co., Ltd. (“Shanghai Dachao”). Guangzhou Kormee isand Ruili Meilian are controlled by the Ruili Group and Ruian Kormee is the wholly-owned subsidiary of Guangzhou Kormee. Ruili Group owns 49% equity interest in Shanghai Dachao. The Company sells certain automotive products to the Ruili Group. The Company also sells scrap materials and parts to Guangzhou Kormee and Ruian Kormee. In addition, during the three months ended March 31, 2016, the Company advanced $18,247,384 to Ruili Group for working capital purpose. The Company collects dormitory utility fees from employees and pays to Ruili Group periodically which is recorded as other payables. As of March 31, 2016, the payable balance was $97,404.

13

  

The following related party transactions occurred for the three months ended March 31, 20162017 and 2015:2016:

  Three Months Ended March 31, 
  2016  2015 
PURCHASES FROM:        
Guangzhou Kormee Vehicle Brake Technology Development Co., Ltd. $392,924  $286,415 
Ruian Kormee Vehicle Brake Co., Ltd.  130,513   74,603 
Ruili Group Co., Ltd.  865,798   810,864 
Shanghai Dachao Electric Technology Co., Ltd.  33,744   - 
Total Purchases $1,422,979  $1,171,882 
         
SALES TO:        
Guangzhou Kormee Vehicle Brake Technology Development Co., Ltd. $617,846  $94,896 
Ruian Kormee Vehicle Brake Co., Ltd.  573   17,315 
Ruili Group Co., Ltd.  2,580,846   1,011,924 
Total Sales $3,199,265  $1,124,135 

 

10
  Three Months Ended March 31, 
  2017  2016 
PURCHASES FROM:        
Guangzhou Kormee Automotive Electronic Control Technology Co., Ltd. $335,927  $392,924 
Ruian Kormee Automobile Braking Co., Ltd.  355,671   130,513 
Ruili MeiLian Air Management System (LangFang) Co.,Ltd.  783,070    
Shanghai Dachao Electric Technology Co., Ltd.  55,230   33,744 
Ruili Group Co., Ltd.  1,126,718   865,798 
Total Purchases $2,656,616  $1,422,979 
         
SALES TO:        
Guangzhou Kormee Automotive Electronic Control Technology Co., Ltd. $777,357  $617,846 
Ruian Kormee Automobile Braking Co., Ltd.     573 
Ruili Group Co., Ltd.  3,026,924   2,580,846 
Total Sales $3,804,281  $3,199,265 

 

During the three months ended March 31, 20162017 and 2015,2016, for the sales mentioned above, the sales to Guangzhou Kormee and Ruian Kormee were sales of scrap materials and the related operating results were included in other operating income, net in the consolidated statements of income and comprehensive income. The sales to Ruili Group were included in sales in the consolidated statements of income and comprehensive income.

 

  March 31,  December 31, 
  2016  2015 
PREPAYMENTS TO RELATED PARTIES        
Ruili Group Co., Ltd. $1,451,651  $ 
Guangzhou Kormee Vehicle Brake Technology Development Co., Ltd.  302,769    
Total $1,754,420  $ 
         
DUE FROM RELATED PARTIES      
Ruili Group Co., Ltd. $18,247,384  $ 
Total $18,247,384  $ 
         
ACCOUNTS PAYABLE TO RELATED PARTIES        
Ruian Kormee Vehicle Brake Co., Ltd. $488,735  $340,175 
Guangzhou Kormee Vehicle Brake Technology Development Co., Ltd.     75,968 
Ruili Group Co., Ltd.     697,643 
Shanghai Dachao Electric Technology Co., Ltd.  7,411   19,751 
Total $496,146  $1,133,537 
         
OTHER PAYABLES TO RELATED PARTIES      
Ruili Group Co., Ltd. $97,404  $ 
Total $97,404  $ 
14

  March 31,  December 31, 
  2017  2016 
ACCOUNTS RECEIVABLE FROM RELATED PARTIES        
Ruili Group Co., Ltd. $  $4,361,010 
Guangzhou Kormee Automotive Electronic Control Technology Co., Ltd.     664,499 
Total $  $5,025,509 
         
ACCOUNTS PAYABLE AND BANK ACCEPTANCE NOTES TO RELATED PARTIES        
Ruian Kormee Automobile Braking Co., Ltd. $801,409  $628,310 
Guangzhou Kormee Automotive Electronic Control Technology Co., Ltd.  1,133,781    
Shanghai Dachao Electric Technology Co., Ltd.  6,820   100,441 
Ruili MeiLian Air Management System (LangFang) Co., Ltd.  1,771,012   1,224,956 
Ruili Group Co., Ltd.  2,521,889    
Total $6,234,911  $1,953,707 
         
OTHER PAYABLES TO RELATED PARTY        
Ruili Group Co., Ltd. $117,723  $ 
Total $117,723  $ 

The Company collects dormitory utility fees from employees and pays to Ruili Group periodically which is recorded as other payables. As of March 31, 2017 and December 31, 2016, the payable balance was $117,723 and $0, respectively.

 

The Company entered into several lease agreements with related parties, seeparties. See Note MK for more details.

11

In addition, the Company provided a guarantee for credit line granted to Ruili Group by Bank of Ningbo in a maximum amount of RMB 168,000,000 (approximately $25,871,627) for the period from March 24, 2015 to March 24, 2016. The pledge term ends two years after the main borrowing contract expires. As of March 31, 2016, the term deposits were still under pledge. As of March 31, 2016, the Company pledged a 6-month fixed term deposit of RMB 54,000,000 (approximately $8,315,880) with a maturity date of May 19, 2016, and a 6-month fixed term deposit of RMB 86,000,000 (approximately $13,243,809) with a maturity date of May 18, 2016. The balance of these fixed term deposits was included in short term investments.

 

The Company provided a guarantee for the credit line granted to Ruili Group by China Everbright Bank of Ningbo in the amount of RMB 60,000,000150,000,000 (approximately $9,239,867)$21,623,180) for athe period from February 26, 2015 until two years afterMay 30, 2016 to May 14, 2017. As of the duefiling date, of each loan withdrawn by Ruili Group underwas negotiating with the bank to extend the credit line.

Theline and the Company provided awould continue to provide guarantee for the credit line granted to Ruili Group by China Guangfa Bank in the amount of RMB 54,000,000 (approximately $8,315,880) for a period from September 22, 2015 until two years after the due date of each loan withdrawn by Ruili Group under theextended credit line.

 

The Company provided a guarantee for the credit line granted to Ruili Group by the China Merchants Bank in the amount of RMB 50,000,000 (approximately $7,699,889) for a period from July 29, 2015 until two years after the due date of each loan withdrawn by Ruili Group under the credit line. The credit line was replaced by the one issued by the same bank in the amount of RMB 40,000,000 (approximately $5,766,181) for a period of 12 months starting on October 24, 2016, the guarantee of which was continued to be provided by the Company.

 

The Company has short term bank loans guaranteed or pledged its term deposit of RMB 40,000,000 (approximately $6,159,911)by related parties. See Note I for the bank acceptance notes issued to Hangzhou Xiangwei Wuzi Co., Ltd, a related party controlled by the relative of Ms. Shu Ping Chi, by Zhejiang Chouzhou Commercial Bank for the period from December 17, 2015 to June 17, 2016.more details.

15

  

The Company provided a guarantee for the credit line granted to Ruili Group by theChina Guangfa Bank of Ningbo in the amount of RMB 108,000,000200,000,000 (approximately $17,182,404)$28,830,907) for the period from AugustMay 22, 20142016 to August 21, 2015. The pledge term ends two years after the main borrowing contract expires.May 22, 2017.

16

  

NOTE E - ACCOUNTS RECEIVABLE, NET

 

Accounts receivable, net consisted of the following:

 

 March 31, December 31,  March 31, December 31, 
 2016  2015  2017  2016 
Accounts receivable $87,435,754  $83,898,730  $116,594,836  $113,815,711 
Less: allowance for doubtful accounts  (15,724,494)  (12,075,402)  (11,750,275)  (11,686,417)
Accounts receivable, net $71,711,260  $71,823,328  $104,844,561  $102,129,294 

 

No customer individually accounted for more than 10% of our revenues or accounts receivable for the quartersthree months ended March 31, 20162017 and 2015.2016. The changes in the allowance for doubtful accounts at March 31, 20162017 and December 31, 20152016 are summarized as follows:

 

  March 31,  December 31, 
  2016  2015 
Beginning balance $12,075,402  $6,475,587 
Add: Increase to allowance  3,649,092   5,599,815 
Less: Accounts written off      
Ending balance $15,724,494  $12,075,402 

12

  March 31,  December 31, 
  2017  2016 
Beginning balance $11,686,417  $12,075,402 
Add: increase to allowance     395,491 
Less: accounts written off      
Effects on changes in foreign exchange rate  63,858   (784,476)
Ending balance $11,750,275  $11,686,417 

 

NOTE F - INVENTORIES

 

At March 31, 20162017 and December 31, 2015,2016, inventories consisted of the following:

 

  March 31,  December 31, 
  2016  2015 
Raw Materials $9,075,542  $13,038,945 
Work in process  26,068,514   28,786,709 
Finished Goods  33,010,762   31,836,206 
Less: Write-down of inventories      
Total Inventory $68,154,818  $73,661,860 
  March 31,  December 31, 
  2017  2016 
Raw materials $16,220,912  $20,121,513 
Work-in-process  14,586,579   14,843,653 
Finished goods  40,937,874   30,811,351 
Less: write-down of inventories      
Total inventories $71,745,365  $65,776,517 

17

  

NOTE G - PROPERTY, PLANT AND EQUIPMENT, NET

 

Property, plant and equipment consisted of the following at March 31, 20162017 and December 31, 2015:2016:

 

 March 31, December 31,  March 31, December 31, 
 2016  2015  2017  2016 
Machinery $53,262,624  $50,680,639  $90,559,680  $87,694,677 
Molds  1,350,468   1,343,730   1,264,714   1,257,841 
Office equipment  2,099,591   2,077,411   2,049,011   2,021,982 
Vehicles  2,089,777   1,983,028   2,661,084   2,246,203 
Buildings  7,795,815   7,756,917   15,913,220   15,826,738 
Machinery held under capital lease  27,624,655   29,012,601 
Leasehold improvements  492,335   489,878   461,071   458,566 
Sub-Total  94,715,265   93,344,204 
Sub-total  112,908,780   109,506,007 
                
Less: Accumulated depreciation  (57,661,549)  (55,782,299)
Less: accumulated depreciation  (58,022,928)  (55,768,301)
                
Property, plant and equipment, net $37,053,716  $37,561,905  $54,885,852  $53,737,706 

 

Depreciation expense charged to operations was $1,638,817$1,944,565 and $1,839,283$1,638,817 for the three months ended March 31, 20162017 and 2015,2016, respectively.

 

In May 2016, the Company, through its principal operating subsidiary, entered into a Purchase Agreement with Ruili Group, pursuant to which the Company agreed to exchange the land use rights and factory facilities located at No. 1169 Yumeng Road, Rui'an Economic Development Zone, Rui'an City, Zhejiang Province, the People's Republic of China (the “Dongshan Facility”), purchased in 2007 from Ruili Group, plus RMB 501 million (approximately $76.5 million) in cash for the land use rights and factory facilities located at No. 2666 Kaifaqu Avenue, Rui’an Economic Development Zone, Rui’an City, Zhejiang Province, the People’s Republic of China (the “Development Zone Faciliy”). As of the filing date, the Company has not obtained the property ownership certificate or land use right certificate of the Development Zone Facility. The Company reserved the relevant tax amount of RMB 4,560,000 (approximately $745,220) for the Dongshan Facility and RMB 15.0 million (approximately $2.3 million) for the Development Zone Facility. These amounts were determined based on a 3% tax rate on the consideration paid for the Dongshan Facility and the Development Zone Facility in the transactions, which the Company considered as the most probable amount of tax liability.

 1318 

 

  

NOTE H - DEFERRED TAX ASSETS

 

Deferred tax assets consisted of the following as of March 31, 20162017 and December 31, 2015:2016:

 

 March 31, December 31,  March 31, December 31, 
 2016  2015  2017  2016 
Deferred tax assets - current                
Allowance for doubtful accounts $2,407,989  $1,860,379  $1,754,918  $1,798,894 
Revenue (net of cost)  62,060   45,815   92,062   76,719 
Unpaid accrued expenses  145,979   180,174   344,876   357,352 
Warranty  890,786   875,751   1,027,787   977,610 
Deferred tax assets  3,506,814   2,962,119   3,219,643   3,210,575 
Valuation allowance          ―    
Net deferred tax assets - current $3,506,814  $2,962,119 
        
Deferred tax liabilities - current        
Others $  $52,390 
Deferred tax liabilities - current $  $52,390 
        
Net deferred tax assets - current $3,506,814  $2,909,729 
Deferred tax assets - current $3,219,643  $3,210,575 

19

  

Deferred taxation is calculated under the liability method in respect of taxation effect arising from all timing differences, which are expected with reasonable probability to realize in the foreseeable future. The Company and its subsidiaries do not have income tax liabilities in U.S. as the Company had no taxable income for the reporting period. The Company’s subsidiary registered in the PRC is subject to income taxes within the PRC at the applicable tax rate.

 

NOTE I - SHORT-TERM BANK LOANS

 

Bank loans represented the following as of March 31, 20162017 and December 31, 2015:2016:

 

  March 31,  December 31, 
  2016  2015 
         
Secured $17,447,655  $23,367,207 
  March 31,  December 31, 
  2017  2016 
         
Secured $48,871,970  $27,416,376 

 

The Company obtained those short term loans from Bank of China, Bank of Ningbo, China Construction Bank and Agricultural Bank of China, China Zheshang Bank, and China Construction Bank, respectively, to finance general working capital as well as new equipment acquisition. Interest rate for the loans outstanding during the three months ended March 31, 20162017 ranged from 1.33%0.55% to 5.35%4.48% per annum. The maturity dates of the loans existing as of March 31, 20162017 ranged from April 12, 201628, 2017 to January 21, 2017.March 9, 2018. As of March 31, 20162017 and December 31, 2015,2016, the Company'sCompany’s accounts receivablesreceivable of $7,681,558$8,668,980 and $15,836,158,$4,484,755, respectively, were pledged as collateral under loan arrangements. In addition, the Company also pledged bank acceptance notes of $10,712,681 as collateral under loan arrangements, as of March 31, 2017. The interest expense for short-term bank loans were $460,912 and $75,698 and $27,291 for the three months ended March 31, 20162017 and 2015,2016, respectively.

 

As of March 31, 2016, corporate or personal guarantees provided for those bank loans were as follows:

As of March 31, 2017, corporate or personal guarantees provided for those bank loans were as follows:

 

$1,547,700  Pledged and guaranteed by Ruili Group, a related party, with its land and buildings.
$12,884,911  Guaranteed by Ruili Group, a related party, Mr. Xiao Ping Zhang and Ms. Shu Ping Chi, both the Company’s principal stockholders.
$3,015,044  Guaranteed by Ruili Group, a related party, Mr. Xiao Ping Zhang and Ms. Shu Ping Chi, both the Company’s principal stockholders and Jia Rui Zhang, the daughter of Mr. Xiao Ping Zhang and Ms. Shu Ping Chi.

14

$1,998,753  Pledged by Ruili Group, a related party, with its land and buildings. Guaranteed by Ruili Group, a related party, and Mr. Xiao Ping Zhang and Ms. Shu Ping Chi, both the Company’s principal stockholders.
     
$2,832,171  Pledged by Ruili Group, a related party, with its land and buildings. Guaranteed by Mr. Xiao Ping Zhang and Ms. Shu Ping Chi, both the Company’s principal stockholders.
     
$14,358,993  Guaranteed by Ruili Group, a related party, Mr. Xiao Ping Zhang and Ms. Shu Ping Chi, both the Company’s principal stockholders.
     
$5,824,852  Guaranteed by Ruili Group, a related party.
     
$7,247,112  Pledged by Hangzhou Ruili Zhiye Development Ltd., a related party under common control of Ruili Group, with its property. Guaranteed by Mr. Xiao Ping Zhang and Ms. Shu Ping Chi, both the Company’s principal stockholders.
     
$10,712,681  Pledged by the Company with its bank acceptance notes.
     
$5,897,408  Pledged by the Company with its accounts receivable.

 

NOTE J – CAPITAL LEASE OBLIGATIONS

  March 31,  December 31, 
  2016  2015 
Total capital lease obligations $2,653,200  $3,519,949 
Less: current portion  (2,653,200)  (3,519,949)
Non-current portion $-  $- 

On September 13, 2011, the Company entered into a leasing agreement with International Far Eastern Leasing Co., Ltd., a subsidiary of China Sinochem Corporation, for a term of 60 months and an interest rate of 7.95% per annum, payable monthly in arrears. To reduce the financing expense, the Company entered into a new leasing agreement with International Far Eastern Leasing Co., Ltd. in December 2012 and terminated the original agreement. The lease inception date of the new lease agreement is January 4, 2013 and the termination date is January 4, 2017. The duration of the new agreement is 48 months with an interest rate of 6.4% per annum and is secured with the Company’s equipment in the original cost of $28,396,853. The capital lease obligation obtained by the Company is RMB91,428,571 (approximately $14,545,950) and the Company is required to maintain a security deposit of RMB 11,428,571 (approximately $1,818,244). The Company prepaid all interests of RMB 10,705,357 (approximately $1,703,212) after the discount and is obligated for the payment of RMB 1,904,761.9 (approximately $303,041) monthly. The prepaid interest for capital lease obligation is amortized over the life of capital lease agreement using the effective interest method.

NOTE K - INCOME TAXES

 

The Joint Venture is registered in the PRC, and is therefore subject to state and local income taxes within the PRC at the applicable tax rate on the taxable income as reported in the PRC statutory financial statements in accordance with relevant income tax laws.

 

20

In 2009,2015, the Joint Venture was awarded the Chinese government's "High-Tech Enterprise" designation. The High-Tech Enterprise certificatedesignation for a third time, which is valid for three years and provides for a reduced tax rate for years 2009 through 2011. In December 2012, the Joint Venture passed the re-assessment of the High-Tech Enterprise certificate by the government, according to the relevant PRC income tax laws. Accordingly, it continued to be taxed at a 15% rate in 2012 through 2014. The Company used a tax rate of 25% for the first three quarters of 2015. In the fourth quarter of 2015, the Joint Venture passed the re-assessment by the government, based on PRC income tax laws. Accordingly, it continues to be taxed at the 15% tax rate in 2015, 2016 and 2017. The current income tax rate used by the Company for the three months ended March 31, 2016 is 15%.

15

 

The reconciliation of the effective income tax rate of Ruian to the statutory income tax rate in the PRC for the three months ended March 31, 20162017 and 20152016 is as follows:

 

 Three Months Ended
March 31, 2016
  Three Months Ended
March 31, 2015
  Three Months Ended
March 31, 2017
  Three Months Ended
March 31, 2016
 
US statutory income tax rate  35.00%  35.00%  35.00%  35.00%
Valuation allowance recognized with respect to the loss in the US company  -35.00%  -35.00%  -35.00%  -35.00%
HK statutory income tax rate  -   16.50%
Valuation allowance recognized with respect to the loss in the HK company  -   -16.50%
China statutory income tax rate  25.00%  25.00%  25.00%  25.00%
Effects of income tax exemptions and reliefs  -10.00%  -   -10.00%  -10.00%
Effects of additional deduction allowed for R&D expenses  -29.48%  -5.10%  -2.14%  -29.48%
Expenses not deductible for tax purpose  6.63%  3.86%  0.62%  6.63%
Other items  0.84%   
Effective tax rate  -7.85%  23.76%  14.32%  -7.85%

 

Income taxes are calculated on a separate entity basis. Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. There currently is no tax benefit recorded for the United States. The tax authority may examine the tax returns of the Company three years after the year ended December, 31, 2015. In the three months ended March 31, 20162017 and 2015,2016, there were no penalties and interest, which generally are recorded in the general and administrative expenses or in the tax expenses. The provisions (benefit) for income taxes for the three months ended March 31, 20162017 and 2015,2016, respectively, are summarized as follows:

 

  Three Months Ended
March 31, 2016
  Three Months Ended
March 31, 2015
 
Current $561,978  $1,161,153 
Deferred  (596,802)  (162,875)
Total $(34,824) $998,278 
21

  Three Months Ended
March 31, 2017
  Three Months Ended
March 31, 2016
 
Current $1,294,627  $561,978 
Deferred  (8,453)  (596,802)
Total $1,286,174  $(34,824)

 

ASC 740-10 requires recognition and measurement of uncertain income tax positions using a “more-likely-than-not” approach. The management evaluated the Company‘sCompany’s tax positions and considered that no provision for uncertainty in income taxes was necessary as of March 31, 20162017 and December 31, 2015.2016.

 

NOTE L – NON-CONTROLLING INTEREST IN SUBSIDIAIRES

Non-controlling interest in subsidiaries represents a 10% non-controlling interest, owned by Ruili Group Co., Ltd., in Ruian, and a 40% non-controlling interest, owned by the Company’s Joint Venture Partners, in SIH. On December 15, 2015, the Company disposed of its entire 60% equity interest in SIH. The non-controlling interest in SIH was fully removed. The results of SIH disposed of are included in the consolidated statements of income up to the effective date of disposal. Net income attributable to non-controlling interests in subsidiaries amounted to $47,849 and $152,243 for the three months ended March 31, 2016 and 2015, respectively.

  March 31, 2016  March 31, 2015 
10% non-controlling interest in Ruian $47,849  $350,927 
40% non-controlling interest in SIH     (198,684)
         
Total $47,849  $152,243 

16

NOTE MK – OPERATING LEASES WITH RELATED PARTIES

 

In December 2006, Ruian entered into a lease agreement with Ruili Group Co., Ltd. for the lease of two apartment buildings. These two apartment buildings are for Ruian’s management personnel and staff, respectively. The lease term is from January 2013 to December 2016. This lease was amended in 2013 with a new lease term from January 1, 2013 to December 31, 2022. The annual lease expense is RMB2,100,000 (approximately $333,688).

  

In May 2009, Ruian entered into a lease agreement with Ruili Group Co., Ltd. for the lease of a manufacturing plant. The lease term is from September 2009 to May 2017. In August 2010, a new lease agreement was signed between Ruian and Ruili Group Co., Ltd., under which Ruian leased 89,229 square meters manufacturing plant for its new purchased passenger vehicles brake systems business. The lease term is from September 2009 to August 2020. This lease was amended in 2013. The amended lease term is from January 1, 2013 to December 31, 2017. The annual lease expense is RMB8,137,680 (approximately $1,293,070). The lease will be terminated upon the completion of the purchase of the leased properties incurred in the period subsequent to March 31, 2016. See Note Q for details.

The lease expenses were $422,611$75,887 and $417,483$422,611 for the three months ended March 31, 20162017 and 2015,2016, respectively.

 

NOTE NL - WARRANTY CLAIMS

 

Warranty claims were $495,385$637,874 and $485,334$495,385 for the three months ended March 31, 20162017 and 2015,2016, respectively. Warranty claims are classified as accrued expenses on the balance sheet. The movement of accrued warranty expenses for the three months ended March 31, 20162017 was as follows:

 

Beginning balance at January 1, 2016 $5,838,343 
Aggregate increase for new warranties issued during current period  495,385 
Aggregate reduction for payments made  (446,510)
Ending balance at March 31, 2016 $5,887,218 
22

Beginning balance at January 1, 2017 $6,517,402 
Aggregate increase for new warranties issued during current period  637,874 
Aggregate reduction for payments made  (339,795)
Effect of exchange rate fluctuation  36,431 
Ending balance at March 31, 2017 $6,851,912 

 

NOTE OM – SEGMENT INFORMATION

 

The Company produces brake systems and other related components for different types of commercial vehicles (“Commercial Vehicle Brake Systems”). On August 31, 2010, the Company through Ruian, executed an Asset Purchase Agreement to acquire, and purchased, a segment of the passenger vehicle auto parts business (“Passenger Vehicle Brake Systems”) of Ruili Group. As a result of this acquisition, the Company's product offerings were expanded to both commercial and passenger vehicles' brake systems and other key safety-related auto parts.

 

The Company has two operating segments: Commercial Vehicle Brake Systems and Passenger Vehicle Brake Systems.

 

AllFor the reporting periods, all of the Company’s long-lived assets are located in the PRC. Before the disposal of SIH, the Company also had long-lived assets located in Hong Kong. The Company and its subsidiaries do not have long-lived assets in the United States for the reporting periods.

 

 1723 

 

  

 Three Months Ended March 31,  Three Months Ended March 31, 
 2016  2015  2017  2016 
          
NET SALES TO EXTERNAL CUSTOMERS        
SALES TO EXTERNAL CUSTOMERS        
Commercial vehicles brake systems $44,080,072  $43,253,546  $60,676,304  $44,080,072 
Passenger vehicles brake systems  9,756,656   8,944,420   13,219,477   9,756,656 
                
Net sales $53,836,728  $52,197,966 
Sales $73,895,781  $53,836,728 
INTERSEGMENT SALES                
Commercial vehicles brake systems $  $  $  $ 
Passenger vehicles brake systems            
                
Intersegment sales $  $  $  $ 
GROSS PROFIT                
Commercial vehicles brake systems $11,960,732  $11,378,176  $16,400,238  $11,960,732 
Passenger vehicles brake systems  2,478,347   2,352,898   4,147,467   2,478,347 
Gross profit $14,439,079  $13,731,074  $20,547,705  $14,439,079 
Selling and distribution expenses  5,562,432   5,350,998   5,608,623   5,562,432 
General and administrative expenses  6,929,858   2,719,372   4,044,913   6,929,858 
Research and development expenses  1,743,687   1,712,621   2,055,096   1,743,687 
                
Other operating income  914,205   585,717 
Other operating income, net  788,468   914,205 
                
Income from operations  1,117,307   4,533,800   9,627,541   1,117,307 
                
Interest income  88,102   110,955   10,550   88,102 
Government grants  4,757   25,980   28,909   4,757 
Other income  45,589   67,411   664   45,589 
Interest expenses  (174,460)  (166,656)  (481,160)  (174,460)
Other expenses  (637,629)  (370,688)  (207,531)  (637,629)
Income before income tax expense $443,666  $4,200,802 
        
Income before income tax provision (benefit) $8,978,973  $443,666 
CAPITAL EXPENDITURE                
Commercial vehicles brake systems $1,021,063  $712,065  $11,758,957  $1,021,063 
Passenger vehicles brake systems  225,961   147,248   2,562,024   225,961 
                
Total $1,247,024  $859,313  $14,320,981  $1,247,024 
        
DEPRECIATION AND AMORTIZATION                
Commercial vehicles brake systems $1,419,696  $1,605,137  $1,656,343  $1,419,696 
Passenger vehicles brake systems  314,178   331,927   360,881   314,178 
                
Total $1,733,874  $1,937,064  $2,017,224  $1,733,874 

 

 1824 

 

  

 March 31, 2016  December 31, 2015  March 31, 2017  December 31, 2016 
      
TOTAL ASSETS                
Commercial vehicles brake systems $259,738,759  $261,924,719  $269,003,175  $248,023,179 
Passenger vehicles brake systems  57,480,048   58,629,337   58,609,996   53,304,945 
                
Total $317,218,807  $320,554,056  $327,613,171  $301,328,124 

  

 March 31, 2016  December 31, 2015  March 31, 2017  December 31, 2016 
      
LONG LIVED ASSETS                
Commercial vehicles brake systems $42,620,352  $42,961,388  $51,876,467  $51,080,332 
Passenger vehicles brake systems  9,431,861   9,616,495   11,302,764   10,978,145 
                
Total $52,052,213  $52,577,883  $63,179,231  $62,058,477 

25

 

NOTE PN – CONTINGENCIES

 

(1)According to the laws of China, the Chinese government owns all the land in China. Companies and individuals are authorized to possess and use the land only through land use rights granted by the Chinese government. The Company purchased the land use rights and all buildings on the land located at No. 1169 Yumeng Road, Rui’an Economic Development Zone, Rui’an City, Zhejiang Province, the People’s Republic of China (the “Dongshan Facility”)Dongshan Facility from Ruili Group for approximately $20 million on September 28, 2007.in 2007 and subsequently transferred the plants and land use right to Ruili Group. The Company has not yetnever obtained the land use right certificate nor the property ownership certificate of the building. There is no new development of negotiation regarding taxes related tobuilding for the land use rights. Although the Company plans to conclude negotiations with the local government and to obtain the land use right certificate as soon as practicable, the Company is unable to predict when the negotiations will be resolved or concluded. There is no assurance that the Company can obtain the land use right certificate.Dongshan Facility. The Company reserved the relevant tax amount of RMB 4,560,000 (approximately $745,220). This amount was determined based on a 3% tax rate on the consideration paid for the land use rightDongshan Facility in the transaction, which the Company considered as the most probable amount of tax liability. This amount also represented the maximum amount of tax the Company expectsThe Dongshan Facility was transferred back to pay if the negotiation with the local government ultimately is not successful. Even if it is unable to resolve the tax issues and obtain the land use right certificate for the land and related building, there will be no potential adverse implicationRuili Group on the Company. Also see Note Q.May 5, 2016.

 

(2)The information of lease commitments is provided in Note J and Note M.K.

 

(3)The information of guarantees and assets pledged is provided in Note D.

19

Note Q – SUBSEQUENT EVENTS

On May 5, 2016, the Company entered into a Purchase Agreement (the “Purchase Agreement”) with the Ruili Group through Ruian, a related party under common control, pursuant to which the Company agreed to purchase the land use rights and factory facilities located at No. 2666 Kaifaqu Avenue, Rui’an Economic Development Zone, Rui’an City, Zhejiang Province, the People’s Republic of China (the “Development Zone Facility”). In exchange for the Development Zone Facility, the Company will transfer to the Ruili Group the land use rights and factory facilities of the Dongshan Facility that Ruian currently owns, plus RMB501,000,000 (approximately $77,540,000) in cash. The total floor areas of the Dongshan Facility and the Development Zone Facility are 58,714 square meters and 157,619 square meters, respectively.

The cash consideration in the amount of RMB481,000,000 (approximately $74,444,000) will be paid to the Ruili Group before June 30, 2016, and the remaining RMB20,000,000 (approximately $3,096,000) will be paid within 10 days of completion of the required procedures for transferring the title of the facilities and the land use right as specified in the Purchase Agreement.

The Company is currently leasing 89,229 square meters of the Development Zone Facility from Ruili Group for its brake systems business, which lease will expire on December 31, 2017. This lease will be terminated upon the completion of the purchase.

The transaction was approved by a committee of independent directors of the Company based on the valuation reports of a third party real estate appraisal firm.

 

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 

The following is management’s discussion and analysis of certain significant factors that have affected our financial position and operating results during the periods included in the accompanying consolidated unaudited financial statements, as well as information relating to the plans of our current management. The following discussion and analysis should be read in conjunction with our consolidated unaudited financial statements and the related notes thereto and other financial information contained elsewhere in this Form 10-Q.

 

FORWARD-LOOKING STATEMENTS

 

This quarterly report on Form 10-Q includes forward-looking statements. Any statements contained in this report that are not statements of historical fact may be deemed to be forward-looking statements. Generally, the words “believe,” “anticipate,” “may,” “will,” “should,” “expect,” “intend,” “estimate,” “continue,” and similar expressions, or the negative thereof, or comparable terminology, are intended to identify forward-looking statements. Such statements are subject to certain risks and uncertainties, including the matters set forth in this report or other reports or documents we file with SEC from time to time, which could cause actual results or outcomes to differ materially from those anticipated. Some of the factors that could cause actual results to differ include: our ability to effectively implement our business strategy; our ability to handle downward pricing pressures on our products; and our ability to accurately or effectively plan our production or supply needs. For a discussion of these and all other known risks and uncertainties that could cause actual results to differ from those contained in the forward-looking statements, see “Risk Factors” in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2015,2016, which is available on the SEC’s website at www.sec.gov. Undue reliance should not be placed on these forward-looking statements that speak only as of the date hereof. We undertake no obligation to revise or update these forward-looking statements.

 

OVERVIEW

 

The Company manufactures and distributes automotive brake systems and other key safety-related components to automotive original equipment manufacturers, or OEMs, and the related aftermarket both in China and internationally for use primarily in different types of commercial vehicles, such as trucks and buses, and in passenger vehicles. Management believes that it is the largest manufacturer of automotive brake systems in China for commercial vehicles such as trucks and buses.

 

20

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

 

For a summary of our accounting policies and estimates, see Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Critical Accounting Policies and Estimates” in our Annual Report on Form 10-K for the Year ended December 31, 2015.2016.

26

  

See Note KJ to the attached Unaudited Consolidated Financial Statements for the information regarding changes in taxation by the government of China.

 

RESULTS OF OPERATIONS

 

The following statements are about results of operations for the three months ended March 31, 20162017 as compared to the three months ended March 31, 2015.2016.

 

Sales

 

 Three Months Ended Three Months Ended  Three Months Ended Three Months Ended 
 March 31, 2016 March 31, 2015  March 31, 2017  March 31, 2016 
 (U.S. dollars in millions) (U.S. dollars in millions) 
Commercial vehicle brake systems $44.0   82% $43.3   83% $60.7   82% $44.0   82%
                
Passenger vehicle brake systems $9.8   18% $8.9   17% $13.2   18% $9.8   18%
                                
Total $53.8   100% $52.2   100% $73.9   100% $53.8   100%

 

The sales were $53,836,728$73.9 million and $52,197,966$53.8 million for the three months ended March 31, 20162017 and 2015,2016, respectively, an increase of $1.6$20.1 million or 3.1%37.4%. The increase was mainly due to the increased sales of commercial vehicle brake systems to China OEM and aftermarket market.

 

The sales from commercial vehicle brake systems increased by $0.7$16.7 million or 1.6%38.0%, to $44.0$60.7 million for the first fiscal quarter of 2016,2017, compared to $43.3$44.0 million for the same period of 2015.2016. Our high quality, low cost products continued to generate higher sales and further penetrated into the commercial vehicle market, which impacted the sales of the commercial vehicle brake systems.

 

The sales from passenger vehicle brake systems increased by $0.9$3.4 million or 10.1%34.7%, to $9.8$13.2 million for the first fiscal quarter of 2016,2017, compared to $8.9$9.8 million for the same period of 2015.2016. The increase was mainly due to the increase of passenger vehicle market in the first fiscal quarter of 2016.2017.

21

 

A breakdown of net sales revenue for these markets for the first fiscal quarter of the 20162017 and 2015,2016, respectively, is set forth below:

 

 Three
Months
 Percent Three
Months
 Percent     Three Months Percent Three Months Percent    
 Ended of Ended of    Ended of Ended of Percentage 
 March 31,
2016
  Total
Sales
  March 31,
2015
  Total
Sales
  Percentage
Change
  March 31, 2017  Total Sales  March 31, 2016  Total Sales  Change 
 (U.S. dollars in millions)     (U.S. dollars in millions)    
China OEM market $28.1   52.3% $25.9   49.7%  8.9% $41.8   56.6% $28.1   52.3%  48.8%
China aftermarket $13.2   24.5% $12.4   23.7%  6.5% $18.1   24.5% $13.2   24.5%  37.1%
International market $12.5   23.2% $13.9   26.6%  -10.1% $14.0   18.9% $12.5   23.2%  12.0%
Total $53.8   100.0% $52.2   100.0%  3.3% $73.9   100.0% $53.8   100.0%  37.4%

 

Considering the increase of the production and sales of the trucks for the first fiscal quarter of 20162017 in the automobile industry, our sales to the Chinese OEM Market increased by 8.9%48.8% from the first fiscal quarter of 2015,2016, to $28.1$41.8 million for the first fiscal quarter of 2016.2017.

27

  

Our sales to the China aftermarket increased by $0.8$4.9 million or 6.5%37.1%, to $13.2$18.1 million for the first fiscal quarter of 2016,2017, compared to $12.4$13.2 million for the same period of 2015.2016. The increased new vehicle sales in China and the expiration of OEM warranties helped to drive our aftermarket business. Sales of our new model products, applicable to both the Chinese OEM Market and Chinese Aftermarket, also increased during the three months ended March 31, 2016.2017. We will continue with our strategies to further optimize our sales network and to help further penetrate into new markets. Accelerated urbanization and the Chinese government’s increased support for public transportation favor our expansion in the bus aftermarket.

 

Our export sales decreasedincreased by $1.4$1.5 million or 10.1%12.0%, to $12.5$14.0 million for the first fiscal quarter of 2016,2017, as compared to $13.9$12.5 million for the same period of 2015.2016. The decreaseincrease in export sales was mainly due to the truck production decline and currency depreciation in some countries.our broadened customer base.

 

Cost of Sales and Gross Profit

 

Cost of sales for the three months ended March 31, 20162017 were $39,397,649$53.3 million, an increase of $0.9$13.9 million or 2.4%35.3%, from $38,466,892$39.4 million for the same period last year. Our gross profit increased by 5.2%42.4% from $13,731,074$14.4 million for the first fiscal quarter of 20152016 to $14,439,079$20.5 million for the first fiscal quarter of 2016.2017.

 

Gross margin increased to 26.8%27.8% from 26.3%26.8% for the three months ended March 31, 20162017 compared to the three months ended March 31, 2015.2016. The increase was mainly due to increased sales of higher margin products in the first fiscal quarter of 2016.2017. We intend to focus in 20162017 on increasing production efficiency, improving the technologies of products, and improving our product portfolio, to help us to maintain or increase our gross profit margins.

 

Cost of sales from commercial vehicle brake systems for the three months ended March 31, 20162017 were $32.1$44.3 million, an increase of $0.2$12.2 million or 2.1%38.0% from $31.9$32.1 million for the same period last year. The gross profit from commercial vehicle brake systems increased by 5.1%36.7% from $11.4 million for the first fiscal quarter of 2015 to $12.0 million for the first fiscal quarter of 2016.2016 to $16.4 million for the first fiscal quarter of 2017. Gross margin from commercial vehicle brake systems increaseddecreased to 27.1%27.0% from 26.3%27.1% for the three months ended March 31, 20162017 compared with 2015. The increase was mainly due to increased sales of higher margin products in the first fiscal quarter of 2016.

Cost of sales from passenger vehicle brake systems for the three months ended March 31, 2016 were $7.3 million, an increase of $0.7 million or 29.2% from $6.6 million for the same period last year. The gross profit from passenger vehicle brake systems increased by 5.3% from $2.4 million for the first fiscal quarter of 2015 to $2.5 million for the first fiscal quarter of 2016. Gross margin from passenger vehicle brake systems decreased to 25.4% from 26.3% for the three months ended March 31, 2016 compared with 2015. To strengthen our competitiveness and increase our market share, we started the price promotion in the aftermarket and international market for the three months ended March 31, 2016.2017. The increased labor cost also decreased our gross margin for the three months ended March 31, 2017.

Cost of sales from passenger vehicle brake systems for the three months ended March 31, 2017 were $9.0 million, an increase of $1.7 million or 23.3% from $7.3 million for the same period last year. The gross profit from passenger vehicle brake systems increased by 64.0% from $2.5 million for the first fiscal quarter of 2016 to $4.1 million for the first fiscal quarter of 2017. Gross margin from passenger vehicle brake systems increased to 31.0% from 25.4% for the three months ended March 31, 2017 compared with 2016. The increase was mainly due to increased sales of higher margin products in the first fiscal quarter of 2017.

 

Selling and Distribution Expenses

 

Selling and distribution expenses were $5,562,432$5.61 million for the three months ended March 31, 2016,2017, as compared to $5,350,998$5.56 million for the same period of 2015,2016, an increase of $0.2$0.05 million or 4.0%0.8%.

22

 

The increase was mainly due to increased freight expense and packaging expense. As the percentage of sales revenue, selling expenses percentage was 10.3%decreased to 7.6% for the three months ended March 31, 2016 and 2015.2017, as compared to 10.3% for the same period of 2016.

 

General and Administrative Expenses

 

General and administrative expenses were $6,929,858$4.0 million for the three months ended March 31, 2016,2017, as compared to $2,719,372$6.9 million for the same period of 2015, an increase2016, a decrease of $4.2$2.9 million or 154.8%41.6%. The increasedecrease was mainly due to the increasedecrease in allowance for doubtful accounts during this quarter. As a percentage of sales revenue, general and administrative expenses increaseddecreased to 12.9%5.5% for the three months ended March 31, 2016,2017, as compared to 5.2%12.9% for the same period of 2015.2016.

28

  

Research and Development Expenses

 

Research and development expenses include payroll, employee benefits, and other headcount-related expenses associated with product development. Research and development expenses also include first-party development costs. For the three months ended March 31, 2016,2017, research and development expenses were $1,743,687,$2.1 million, as compared to $1,712,621$1.7 million for the same period of 2015,2016, an increase of $31,066.$0.3 million. 

 

Other Operating Income

 

Other operating income was $914,205$0.8 million for the three months ended March 31, 2017, as compared to $0.9 million for the three months ended March 31, 2016, as compared to $585,717 for the three months ended March 31, 2015, an increasea decrease of $328,488.$0.1 million. The increasedecrease was mainly due to an increasea decrease in sales of raw material scraps for the three months ended March 31, 2016.2017.

 

Depreciation and Amortization

 

Depreciation and amortization expense decreasedincreased to $1,733,874$2.0 million for the three months ended March 31, 2016,2017, as compared to that of $1,937,064$1.7 million for the same period of 2015, a decrease2016, an increase of $203,191.$0.3 million. The decrease in depreciation and amortization expenseincrease was primarilymainly due to some new addition in PPE and the fact that more production equipment was depreciated to residual valueland and stopped being further depreciatedfactory transaction with Ruili Group for the three months ended March 31, 2016.2017.

 

Interest Income

 

Interest income for the three months ended March 31, 20162017 decreased by $22,853$0.08 million to $88,102$0.01 million from $110,955$0.09 million for the same period of 2015,2016, mainly due to increaseddecreased short term investments during the periods.period.

 

Interest Expenses

 

The interest expenses for the three months ended March 31, 20162017 increased by $7,804$0.3 million to $174,460$0.5 million from $166,656$0.2 million for the same period of 2015,2016, mainly due to increased interest rate and increased amount of average loans outstanding during the period.

 

Income Tax

 

The Joint Venture is registered in the PRC, and is therefore subject to state and local income taxes within the PRC at the applicable tax rate on the taxable income as reported in the PRC statutory financial statements in accordance with relevant income tax laws.

  

The Company increased its investment inIn 2009, the Joint Venture as a result of its financing in December 2006. In accordance with the Income Tax Law of the People's Republic of China on Foreign-invested Enterprises and Foreign Enterprises, the Joint Venture was eligible for additional preferential tax treatment for the years 2007 and 2008. In those years, the Joint Venture was entitled to an income tax exemption on all pre-tax income generated by the Company above its pre-tax income generated in the year 2006. This tax exemption was superseded as a result of the Joint Venture having been awarded the Chinese government's "High-Tech Enterprise" designation. The High-Tech Enterprise certificate is valid for three years and provides for a reduced tax rate for years 2009 through 2011. In December 2012, the Joint Venture passed the re-assessment of the High-Tech Enterprise certificate by the government, according to the relevant PRC income tax laws. Accordingly, it continued to be taxed at a 15% rate in 2012 through 2014. The Company used a tax rate of 25% for the first three quarters of 2015. In the fourth quarter of 2015, the Joint Venture passed the re-assessment by the government, based on PRC income tax laws. Accordingly, it continues to be taxed at the 15% tax rate in 2015, 2016 and 2017.The current income tax rate used by the Company for the three month ended March 31, 20162017 is 15%.

 

23

Income tax expense of $1.3 million and income tax benefit of $34,824 and income tax expense of $998,278$0.03 million was recorded for the fiscal quarter ended March 31, 20162017 and 2015,2016, respectively. The decreaseincrease was mainly due to decreased income tax rate andincreased pre-tax income.

29

  

Net Income Attributable to Non-Controlling Interest in Subsidiaries

 

Non-controlling interest in subsidiaries represents a 10% non-controlling interest in Ruian and 40% non-controlling interest in SIH, in each case held by our joint venture partners. On December 15, 2015, the Company disposed of its entire 60% equity interest in SIH. Net income attributable to non-controlling interest in subsidiaries amounted to $47,849$0.8 million and $152,243$0.05 million for the first fiscal quarter ended March 31, 20162017 and 2015,2016, respectively.

 

Net Income Attributable to Stockholders

  

The net income attributable to stockholders for the fiscal quarter ended March 31, 2016 decreased2017 increased by $2.6$6.5 million, to $430,641$6.9 million from $3,050,281$0.4 million for the fiscal quarter ended March 31, 20152016 due to the increaseincreased sales and decrease in our general and administrative expenses. Earnings per share (“EPS”), both basic and diluted, for the fiscal quarter ended March 31, 2017 and 2016, were $0.36 and 2015, were $0.02, and $0.16, respectively.

 

Liquidity and Capital Resources

 

CASH FLOWS

 

As of March 31, 2016,2017, the Company had cash and cash equivalents of $6,103,766,$11.5 million, as compared to cash and cash equivalents of $4,727,453$8.1 million as of MarchDecember 31, 2015.2016. The Company had working capital of $171,957,417$107.8 million at March 31, 2016,2017, as compared to working capital of $165,955,674$100.3 million at MarchDecember 31, 2015,2016, reflecting current ratios of 2.84:1.69:1 and 3.69:1.72:1, respectively.

  

OPERATING - Net cash used in operating activities was $410,799$3.5 million for the three months ended March 31, 20162017 compared with $485,517$0.4 million of net cash used in operating activities in the same period of 2015, a decrease2016, an increase of $0.07$3.1 million, primarily due to the increased cash inflowoutflow resulted by changes in inventories and accounts payable and bank acceptance notes to vendors.

 

INVESTING - During the three months ended March 31, 2016,2017, the Company expended net cash of $17,372,663$14.4 million in investing activities, mainly for acquisition of new equipment to support the growth of the business and advance to related party.business. For the three months ended March 31, 2015,2016, the Company expended net cash of $11,017,028$17.4 million in investing activities.

  

FINANCING - During the three months ended March 31, 2016,2017, the cash provided by financing activities was $21.2 million. The cash used in financing activities was $7,161,339. The cash provided by financing activities was $2,240,511$7.2 million for the three months ended March 31, 2015.2016.

 

The Company has been negotiating withtaken a number of steps to improve the government for a reduction in or exemption from the tax being sought by the government in connection with the transfer of the land use rights. Because of the change in personnel of the local government, there is no new development of negotiations regarding taxes related to the transfer of the land use rights. Due to the lack of resolution of that issue, the land use right certificate and the property ownership certificate have not been issued to the Company. There is no assurance that we can conclude the negotiations with the government and obtain a favorable result. We will continue negotiations in furtherancemanagement of our effortcash flow. We place more emphasis on collection of accounts receivable from our customers, and we maintain good relationships with local banks. We believe that our current cash and cash equivalents and anticipated cash flow generated from operations and our bank lines of credit will be sufficient to obtainfinance our working capital requirements in the land use rights certificate as soon as practicable.foreseeable future.

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OFF-BALANCE SHEET ARRANGEMENTS

 

As of March 31, 2016,2017, we did not have any material commitments for capital expenditures or have any transactions, obligations or relationships that could be considered off-balance sheet arrangements.

30

  

According to the laws of China, the government owns all the land in China. Companies and individuals are authorized to possess and use the land only through land use rights granted by the Chinese government. In 2007, the Company purchased the land use rights of the Dongshan Facility from the Ruili Group, a related party. The Company also purchased a buildingthe buildings on the land in the same transaction. The purchase price of land use right and building amounted to approximately $20 million.

The On May 5, 2016, the Company has been negotiatingentered into a Purchase Agreement with the governmentRuili Group through Ruian, pursuant to which the Company agreed to exchange the Dongshan Facility plus RMB501 million (approximately $76.5 million) in cash for a reduction in or exemption from the tax being sought by the government in connection with the transferDevelopment Zone Facility. The value of the land use rights. BecauseDongshan Facility and Development Zone Facility was appraised to be RMB 125 million (approximately $19.1 million) and RMB 626 million (approximately $95.6 million), respectively. As of March 31, 2017, total amount of RMB481 million (approximately $73.5 million) was paid to the Ruili Group in installments, and the remaining RMB20 million (approximately $3.0 million) will be paid within 10 days of completion of the change in personnelrequired procedures for transferring the title of the local government, there is no new development of negotiations regarding taxes related to the land use rights. Due to the lack of resolution of that issue,facilities and the land use right certificate andas specified in the property ownership certificate have not been issued to the Company. There is no assurance that we can conclude the negotiations with the government and obtain a favorable result. We plan to conclude negotiations with the government and to obtain the land use rights certificate as soon as practicable.Purchase Agreement.

  

Even if the Company is unable to timely resolve obtain the land use right certificate for the land and related building, the Company believes that there will be no potential adverse implication on the Company for the following reasons:reasons.

1.        The Company acquired the land use rights in a transaction between the Company and the Ruili Group, a related party. The Ruili Group, as the original land use right owner, has granted the land use right to the Company by contract which is supported by valid consideration.

 

2.        We do not believe that aNo third party would have a reasonable basis for opposingoppose the Company’s use of the land, because we believe no third party has any interest in the land use right or property ownership right, other than the Ruili Group and the government.

 

3.a)        The Ruili Group promised that the Company will havehas the right to use the land and related building, even before the land use certificate is transferred.

 

4.b)        According to the laws of China, the government owns all the land and the buildings attached to the land in China. Once the land use right wasis granted to Ruili Group, Ruili Group has the right to assign its land use rights to any third parties, including the Company, without interference from the government. Therefore, it is unlikely that the government will oppose the Company’s right to use the land and related building.

 

5.c)       The Company has reserved tax payables in the amount of RMB 4,560,00019,590,000 (approximately US$745,220)2,891,580) on its consolidated balance sheets under the line item “accrued expenses” as if no reduction or exemption of tax is approved. This amount was determined based on a 3% tax rate on the consideration paid for the land use right in the transaction, which the Company considersconsidered as the most probable amount of tax liability. This amount also represented the maximum amount of tax the Company expects to pay if the negotiation with the local government ultimately is not successful.

 

The Dongshan Facility will be transferred back to the Ruili Group upon the completion of the purchase of the Development Zone Facility incurred in the period subsequent to March 31, 2016. See Note Q for details.

CONTRACTUAL OBLIGATIONS

 

As of March 31, 2016,2017, we had no material changes outside the ordinary course of business in our contractual obligations.

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ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

 

Not Applicable.

 

ITEM 4. CONTROLS AND PROCEDURES

 

Evaluation of Disclosure Controls and Procedures:

 

We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our reports pursuant to the Exchange Act, is recorded, processed, summarized and reported within the time periods specified in the rules and forms, and that such information is accumulated and communicated to us, including our chief executive officer and chief financial officer, as appropriate, to allow timely decisions regarding required disclosure. In designing and evaluating the disclosure controls and procedures, we recognize that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, as ours are designed to do, and we necessarily were required to apply our judgment in evaluating whether the benefits of the controls and procedures that we adopt outweigh their costs. As required by Rules 13a-15(b) and 15d-15(b) of the Exchange Act, an evaluation as of March 31, 20162017 was performed under the supervision and with the participation of the Company’s management, including the Chief Executive Officer (“CEO”) and the Chief Financial Officer (“CFO”), of the effectiveness of the design and operation of the Company’s disclosure controls and procedures (as defined in Rules 13a-15(b) and 15d-15(b) of the Exchange Act). Based on this evaluation, the Company’s management, including the CEO and CFO, concluded that the Company’s disclosure controls and procedures, as of March 31, 2016,2017, were effective, in all material respects, for the purpose stated above.

 

Changes in Internal Control over Financial Reporting:

 

There were no changes in the Company’s internal control over financial reporting during the three months ended March 31, 20162017 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

 

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PART II. OTHER INFORMATION

 

ITEM 1. LEGAL PROCEEDINGS.

 

None.

 

ITEM 1A. RISK FACTORS.

 

Not applicable.

 

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.

 

None.

 

ITEM 3. DEFAULTS UPON SENIOR SECURITIES.

 

None.

 

ITEM 4. MINE SAFETY DISCLOSURES.

 

Not applicable.

 

ITEM 5. OTHER INFORMATION.

 

None.

26

 

ITEM 6. EXHIBITS

 

3.1Amended and Restated Articles of Incorporation, as further amended (approved May 27, 2010). (1)

3.2Amended and Restated Bylaws effective as of March 14, 2009. (2)
  
31.1Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
  
31.2Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
  
32Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (3)

 

101.INSXBRL Instance Document
101.SCHXBRL Taxonomy Extension Schema Document
101.CALXBRL Taxonomy Extension Calculation Linkbase Document
101.LABXBRL Taxonomy Extension Label Linkbase Document
101.PREXBRL Taxonomy Extension Presentation Linkbase Document
101.DEFXBRL Taxonomy Extension Definition Linkbase Document

(1)Incorporated herein by reference from the Registrant’s Form 8-K Current Report filed with the Securities and Exchange Commission, on June 1, 2010.

 

(2)Incorporated herein by reference from the Registrant’s Form 8-K Current Report as filed with the Securities and Exchange Commission, on March 17, 2009.

 

(3)Furnished in accordance with Item 601(b) (32) of Regulation S-K, this Exhibit is not deemed “filed” for purposes of Section 18 of the Exchange Act or otherwise subject to the liabilities of that section. Such certifications will not be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except to the extent that the registrant specifically incorporates it by reference.

32

  

SIGNATURES

 

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 

Dated : May 16, 201615, 2017SORL AUTO PARTS, INC.
  
 By: /s/ Xiao Ping Zhang
 Name: Xiao Ping Zhang
 Title: Chief Executive Officer
 (Principal Executive Officer)

 

 By: /s/ Zong Yun Zhou
 Name: Zong Yun Zhou
 Title: Chief Financial Officer
 (Principal Accounting Officer)

 

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