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 September 30, 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
(State or other jurisdiction of incorporation or
organization)
(IRS Employer Identification No.)

 

No. 1169 Yumeng Road2666 Kaifaqu Avenue

Ruian Economic Development District

Ruian City, Zhejiang Province

People’s Republic Ofof 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.

YesxNo¨

 

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).

YesxNo¨

 

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
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.¨

 

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

Yes¨Nox

 

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 November 14, 20162017 there were 19,304,921 shares of Common Stock outstandingoutstanding.

 

 

 

 

SORL AUTO PARTS, INC.

FORM 10-Q

For the Quarter Ended September 30, 20162017

 

INDEX

 

  Page
  

PART I.FINANCIAL INFORMATION (Unaudited)1Page
   
Item 1.PART I.Financial Statements:1FINANCIAL INFORMATION (Unaudited)3
   
Item 1.Financial Statements:3
 Consolidated Balance Sheets as of September 30, 20162017 (Unaudited) and December 31, 2015201613
   
 Consolidated Statements of Income and Comprehensive Income for the Three and Nine Months Ended September 30, 20162017 and 20152016 (Unaudited)24
   
 Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2017 and 2016 and 2015(Unaudited)(Unaudited)35
   
 Consolidated Statements of Changes in Equity for the Nine MonthsEndedMonths Ended September 30, 20162017 (Unaudited)46
   
 Notes to Consolidated Financial Statements (Unaudited)57
   
Item 2.Management’s Discussion and Analysis or Financial Condition and Results of Operations2022
   
Item 3.Quantitative and Qualitative Disclosures About Market Risk2831
   
Item 4.Controls and Procedures2831
   
PART II.OTHER INFORMATION29
   
Item 1.PART II.

Legal Proceedings.

29OTHER INFORMATION31
   
Item 1A.1.Risk Factors.Legal Proceedings.2931
   
Item 1A.Risk Factors.31
Item 2.Unregistered Sales of Equity Securities and Use of Proceeds.2931
   
Item 3. Defaults Upon Senior Securities.2932
   
Item 4.Mine Safety Disclosures.2932
   
Item 5. Other Information.

29

32
  
Item 6.Exhibits3032
   
SIGNATURES3033

 

2 

 

 

PART I. FINANCIAL INFORMATION (Unaudited)

Item 1. Financial Statements:

SORL Auto Parts, Inc. and Subsidiaries

Consolidated Balance Sheets

September 30, 20162017 and December 31, 20152016

 

 September 30, 2016  December 31, 2015  September 30, 2017  December 31, 2016 
 (Unaudited)     (Unaudited)    
Assets                
Current Assets                
Cash and cash equivalents US$7,489,967  US$30,230,828  US$7,653,174  US$8,057,155 
Net accounts receivable, including $1,224,333 and $0 accounts receivable from related party at September 30, 2016 and December 31, 2015, respectively.  84,491,142   71,823,328 
Bank acceptance notes from customers  44,328,289   22,870,791 
Short term investments  -   61,007,709 
Accounts receivable, net, including $0 and $5,025,509 from related parties at September 30, 2017 and December 31, 2016, respectively  125,807,155   102,129,294 
Bank acceptance notes receivable  66,563,935   42,697,276 
Inventories  63,879,154   73,661,860   83,079,686   65,776,517 
Prepayments  8,720,473   3,350,607 
Prepaid capital lease interest  6,991   93,458 
Prepayments, current, including $138,075 and $0 from related parties at September 30, 2017 and December 31, 2016, respectively  11,811,104   10,797,601 
Advances to related party  9,011,700   - 
Restricted cash  4,938,600   785,999   700,974   5,476,621 
Other current assets, net  1,548,764   1,241,864 
Other current assets  6,632,395   1,124,608 
Deferred tax assets  4,041,524   2,909,729   3,312,529   3,210,575 
Total Current Assets  219,444,904   267,976,173   314,572,652   239,269,647 
                
Property, plant and equipment, net  52,087,620   37,561,905   72,977,873   53,737,706 
Land use rights, net  8,686,365   13,232,149   14,796,670   8,309,333 
Intangible assets, net  14,711   23,854   5,263   11,438 
Security deposits on lease agreement  855,714   1,759,975 
Total Non-Current Assets  61,644,410   52,577,883 
Prepayments, non-current  9,184,597   - 
Total Non-current Assets  96,964,403   62,058,477 
Total Assets US$281,089,314  US$320,554,056  US$411,537,055  US$301,328,124 
                
Liabilities and Equity                
Current Liabilities                
Accounts payable and bank acceptance notes to vendors, including $5,582,717 and $1,133,537 due to related parties at September 30, 2016 and December 31, 2015, respectively. US$52,363,883  US$35,292,277 
Deposit received from customers  23,557,397   20,012,087 
Accounts payable and bank acceptance notes to vendors, including $2,188,003 and $1,953,707 to related parties at September 30, 2017 and December 31, 2016, respectively US$70,124,109  US$65,672,626 
Deposits received from customers  40,656,344   22,733,742 
Short term bank loans  25,133,254   23,367,207   77,779,094   27,416,376 
Income tax payable  1,125,201   -   1,972,847   996,522 
Accrued expenses  16,688,831   13,870,587   19,981,863   20,103,392 
Capital lease obligations  855,714   3,519,949 
Other current liabilities, including $177,603 and $0 payables to related party at September 30, 2016 and December 31, 2015, respectively  2,201,334   2,067,449 
Due to related party  4,129,808   - 
Other current liabilities  2,695,541   2,013,943 
Total Current Liabilities  121,925,614   98,129,556   217,339,606   138,936,601 
        
Total Liabilities  121,925,614   98,129,556   217,339,606   138,936,601 
                
Equity                
Preferred stock - no par value; 1,000,000 authorized; none issued and outstanding as of September 30, 2016 and December 31, 2015  -   - 
Common stock - $0.002 par value; 50,000,000 authorized, 19,304,921 issued and outstanding as of September 30, 2016 and December 31, 2015  38,609   38,609 
Preferred stock - no par value; 1,000,000 authorized; none issued and outstanding as of September 30, 2017 and December 31, 2016  -   - 
Common stock - $0.002 par value; 50,000,000 authorized, 19,304,921 issued and outstanding as of September 30, 2017 and December 31, 2016  38,609   38,609 
Additional paid-in capital  (28,582,654)  42,199,014   (28,582,654)  (28,582,654)
Reserves  14,541,184   13,207,972   17,273,279   15,129,935 
Accumulated other comprehensive income  11,523,318   15,662,639   13,308,933   6,117,042 
Retained earnings  138,629,990   129,055,099   165,642,629   146,352,530 
Total SORL Auto Parts, Inc. Stockholders' Equity  136,150,447   200,163,333   167,680,796   139,055,462 
Noncontrolling Interest In Subsidiaries  23,013,253   22,261,167 
Noncontrolling Interest in Subsidiaries  26,516,653   23,336,061 
Total Equity  159,163,700   222,424,500   194,197,449   162,391,523 
Total Liabilities and Equity US$281,089,314  US$320,554,056  US$411,537,055  US$301,328,124 

 

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

 

13 

 

SORL Auto Parts, Inc. and Subsidiaries

Consolidated Statements of Income and Comprehensive Income

For Thethe Three and Nine Months Ended September 30, 2017 and 2016 and 2015 (Unaudited)

  Three Months Ended September 30,  Nine Months Ended September 30, 
  2016  2015  2016  2015 
             
Net sales US$61,878,492  US$50,323,832  US$189,250,952  US$161,796,676 
Include: sales to related parties  1,785,443   2,171,824   8,334,394   4,241,472 
Cost of sales  43,240,780   36,228,783   133,540,473   116,533,620 
Gross profit  18,637,712   14,095,049   55,710,479   45,263,056 
                 
Expenses:                
Selling and distribution expenses  7,949,947   4,813,129   20,637,464   15,250,216 
General and administrative expenses  4,878,979   5,634,735   16,717,966   15,784,330 
Research and development expenses  2,409,891   2,261,665   6,533,540   5,831,756 
Total operating expenses  15,238,817   12,709,529   43,888,970   36,866,302 
                 
Other operating income, net  334,845   69,480   694,717   229,801 
                 
Income from operations  3,733,740   1,455,000   12,516,226   8,626,555 
                 
Interest income  33,979   162,770   1,047,667   683,561 
Government grants  424,029   150,177   569,041   176,157 
Other income  212,513   1,675,000   763,534   2,517,901 
Interest expenses  (214,974)  (395,121)  (515,547)  (804,321)
Other expenses  (155,261)  (198,828)  (582,820)  (884,879)
                 
Income before income taxes  4,034,026   2,848,998   13,798,101   10,314,974 
                 
Income taxes provision  435,534   427,905   1,677,987   2,220,327 
                 
Net income US$3,598,492  US$2,421,093  US$12,120,114  US$8,094,647 
                 
Net income attributable to noncontrolling interest in subsidiaries  359,849   373,067   1,212,011   734,265 
                 
Net income attributable to common stockholders US$3,238,643  US$2,048,026  US$10,908,103  US$7,360,382 
                 
Comprehensive income:                
                 
Net income US$3,598,492  US$2,421,093  US$12,120,114  US$8,094,647 
Foreign currency translation adjustments  (1,109,719)  (8,972,031)  (4,599,246)  (8,790,448)
Comprehensive income (loss)  2,488,773   (6,550,938)  7,520,868   (695,801)
Comprehensive income (loss) attributable to noncontrolling interest in subsidiaries  248,877   (524,189)  752,086   (160,294)
Comprehensive income (loss) attributable to common shareholders US$2,239,896  US$(6,026,749) US$6,768,782  US$(535,507)
                 
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$0.17  US$0.11  US$0.57  US$0.38 
                 
EPS - diluted US$0.17  US$0.11  US$0.57  US$0.38 

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

SORL Auto Parts, Inc. and Subsidiaries

Consolidated Statements of Cash Flows

For The Nine Months Ended on September 30, 2016 and 2015 (Unaudited)

 

  Nine Months Ended September 30, 
  2016  2015 
       
Cash Flows From Operating Activities        
Net Income US$12,120,114  US$8,094,647 
Adjustments to reconcile net income to net cash        
provided by operating activities:        
Allowance for doubtful accounts  6,328,318   6,817,520 
Depreciation and amortization  5,357,366   5,765,138 
Deferred income tax  (1,253,285)  (1,838,158)
Gain on disposal of property and equipment  -   (44,486)
Changes in assets and liabilities:        
Accounts receivable  (21,237,420)  (7,700,931)
Bank acceptance notes from customers  (22,588,093)  5,653,836 
Other currents assets  (360,110)  (8,665)
Inventories  8,225,129   13,369,960 
Prepayments  (5,240,758)  (536,193)
Prepaid capital lease interest  86,777   227,367 
Accounts payable and bank acceptance notes to vendors  15,400,637   1,381,794 
Income tax payable  1,153,011   434,069 
Deposits received from customers  4,217,264   8,243,799 
Other current liabilities and accrued expenses  1,086,934   (874,410)
Net Cash Flows Provided by Operating Activities  3,295,884   38,985,287 
         
Cash Flows From Investing Activities        
Change in short term investments  60,567,408   (54,985,353)
Acquisition of property, equipment, plant and land use right  (12,266,591)  (2,440,511)
Change in restricted cash  (4,193,003)  - 
Proceeds of disposal of property and equipment  -   48,956 
Advance to related party  (18,247,384)  - 
Repayment of advance to related party  18,247,384   - 
Net Cash Flows Provided by (Used in) Investing Activities  44,107,814   (57,376,908)
         
Cash Flows From Financing Activities        
Proceeds from bank loans  39,309,937   32,886,768 
Repayment of bank loans  (37,110,783)  (19,626,376)
Repayment of capital lease  (1,779,040)  (2,780,713)
Distribution to controlling shareholders in connection with plant and land use rights exchange with entity under common control  (70,781,668)  - 
Net Cash Flows Provided by (Used in) Financing Activities  (70,361,554)  10,479,679 
         
Effects on changes in foreign exchange rate  216,995   (354,822)
         
Net change in cash and cash equivalents  (22,740,861)  (8,266,764)
         
Cash and cash equivalents- beginning of the period  30,230,828   14,009,597 
         
Cash and cash equivalents - end of the period US$7,489,967  US$5,742,833 
         
         
Supplemental Cash Flow Disclosures:        
Interest paid US$575,349  US$815,839 
Income taxes paid US$2,340,720  US$3,624,319 
         
Non-cash Investing and Financing Transactions        
Transfer of plant and land use right to entity under common control US$17,342,372  US$- 
Liabilities assumed in connection with the plant and land use right exchange US$5,351,196  US$- 
  Three Months Ended
September 30,
  Nine Months Ended
September 30,
 
  2017  2016  2017  2016 
             
Sales US$101,329,628  US$63,706,397  US$267,589,953  US$192,917,633 
Include: sales to related parties  7,401,464   3,315,026   13,479,162   11,518,005 
Cost of sales  74,027,933   44,794,499   194,703,290   136,657,152 
Gross profit  27,301,695   18,911,898   72,886,663   56,260,481 
                 
Expenses:                
Selling and distribution expenses  8,283,704   7,949,947   22,877,889   20,637,464 
General and administrative expenses  4,761,787   4,878,979   13,517,222   16,717,966 
Research and development expenses  2,941,243   2,409,891   7,477,902   6,533,540 
Total operating expenses  15,986,734   15,238,817   43,873,013   43,888,970 
                 
Other operating income, net  473,610   60,659   1,185,958   144,715 
                 
Income from operations  11,788,571   3,733,740   30,199,608   12,516,226 
                 
Interest income  16,150   33,979   38,175   1,047,667 
Government grants  1,006,033   424,029   1,119,337   569,041 
Other income  47,262   212,513   47,976   763,534 
Interest expenses  (804,499)  (214,974)  (1,827,835)  (515,547)
Other expenses  (886,782)  (155,261)  (1,536,921)  (582,820)
                 
Income before income taxes provision  11,166,735   4,034,026   28,040,340   13,798,101 
                 
Income taxes provision  1,627,721   435,534   4,225,404   1,677,987 
                 
Net income US$9,539,014  US$3,598,492  US$23,814,936  US$12,120,114 
                 
Net income attributable to noncontrolling interest in subsidiaries  953,901   359,849   2,381,493   1,212,011 
                 
Net income attributable to common stockholders US$8,585,113  US$3,238,643  US$21,433,443  US$10,908,103 
                 
Comprehensive income:                
                 
Net income US$9,539,014  US$3,598,492  US$23,814,936  US$12,120,114 
Foreign currency translation adjustments  3,856,038   (1,109,719)  7,990,990   (4,599,246)
Comprehensive income  13,395,052   2,488,773   31,805,926   7,520,868 
Comprehensive income attributable to noncontrolling interest in subsidiaries  1,339,505   248,877   3,180,592   752,086 
Comprehensive income attributable to common stockholders US$12,055,547  US$2,239,896  US$28,625,334  US$6,768,782 
                 
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$0.44  US$0.17  US$1.11  US$0.57 
                 
EPS - diluted US$0.44  US$0.17  US$1.11  US$0.57 

 

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

 

34 

 

 

SORL Auto Parts, Inc. and Subsidiaries

Consolidated Statements of Changes in EquityCash Flows

For Thethe Nine Months Ended September 30, 2017 and 2016 (Unaudited)

 

  Number of  Common  Additional Paid-in     Retained  Accumulated Other Comprehensive  Total SORL Auto Parts, Inc. Stockholders’  Noncontrolling  Total 
  Shares  Stock  Capital  Reserves  Earnings  Income  Equity  Interest  Equity 
Balance as of 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 
                                     
Net income  -   -   -   -   10,908,103   -   10,908,103   1,212,011   12,120,114 
                                     
Foreign currency translation adjustment  -   -   -   -   -   (4,139,321)  (4,139,321)  (459,925)  (4,599,246)
                                     
Distribution to controlling shareholders in connection with plant and land use rights exchange with entity under common control  -   -   (70,781,668)  -   -   -   (70,781,668)  -   (70,781,668)
                                     
Transfer to reserve  -   -   -   1,333,212   (1,333,212)  -   -   -   - 
                                     
Balance as of September 30, 2016  19,304,921  $38,609  $(28,582,654) $14,541,184  $138,629,990  $11,523,318  $136,150,447  $23,013,253  $159,163,700 
  Nine Months Ended September 30, 
  2017  2016 
       
Cash Flows From Operating Activities        
Net income US$23,814,936  US$12,120,114 
Adjustments to reconcile net income to net cash provided by operating activities:        
         
Allowance for doubtful accounts  759,854   6,328,318 
Depreciation and amortization  6,623,082   5,357,366 
Deferred income tax  42,583   (1,253,285)
         
Changes in assets and liabilities:        
Accounts receivable  (19,276,498)  (21,237,420)
Bank acceptance notes receivable  2,056,320   (22,588,093)
Other current assets  (2,317,124)  (360,110)
Inventories  (13,792,530)  8,225,129 
Prepayments, current  (1,312,081)  (5,240,758)
Prepaid capital lease interest  -   86,777 
Accounts payable and bank acceptance notes to vendors  1,347,005   15,400,637 
Income tax payable  909,912   1,153,011 
Deposits received from customers  16,516,529   4,217,264 
Other current liabilities and accrued expenses  (371,575)  1,086,934 
Net Cash Flows Provided By Operating Activities  15,000,413   3,295,884 
         
Cash Flows From Investing Activities        
Change in short term investments  -   60,567,408 
Acquisition and prepayments of property, plant and equipment and land use rights  (36,882,570)  (12,266,591)
Deposit for acquisition of land use rights  (2,982,537)  - 
Advances to related party  (8,919,241)  (18,247,384)
Repayment of advances to related party  -   18,247,384 
Change in restricted cash  4,871,113   (4,193,003)
Net Cash Flows Provided By (Used In) Investing Activities  (43,913,235)  44,107,814 
         
Cash Flows From Financing Activities        
Proceeds from bank loans  84,149,040   39,309,937 
Repayment of bank loans  (36,149,680)  (37,110,783)
Proceeds from related parties  93,191,843   - 
Repayments to related parties  (113,071,629)  - 
Distribution to controlling shareholder in connection with plant and land use rights exchange with entity under common control  -   (70,781,668)
Repayment of capital lease  -   (1,779,040)
Net Cash Flows Provided By (Used In) Financing Activities  28,119,574   (70,361,554)
         
Effects on changes in foreign exchange rate  389,267   216,995 
         
Net change in cash and cash equivalents  (403,981)  (22,740,861)
         
Cash and cash equivalents- beginning of the period  8,057,155   30,230,828 
         
Cash and cash equivalents - end of the period US$7,653,174  US$7,489,967 
         
Supplemental Cash Flow Disclosures:        
Interest paid US$1,255,540  US$575,349 
Income taxes paid US$3,272,909  US$2,340,720 
         
Non-cash Investing and Financing Transactions        
Transfer of plant and land use right to entity under common control US$-  US$17,342,372 
Liabilities assumed in connection with the plant and land use right exchange US$-  US$5,351,196 
Loans from related party in the form of bank acceptance notes US$23,515,527  US$- 

 

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

 

45 

 

 

SORL Auto Parts, Inc. and Subsidiaries

Consolidated Statements of Changes in Equity

For the Nine Months Ended September 30, 2017 (Unaudited)

  Number of
Share
  Common
Stock
  Additional
Paid-in
Capital
  Reserves  Retained
Earnings
  Accumulated
Other
Comprehensive
Income
  Total SORL
Auto
Parts, Inc.
Stockholders’
Equity
  Noncontrolling
Interest
  Total Equity 
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  -   -   -   -   21,433,443   -   21,433,443   2,381,493   23,814,936 
                                     
Foreign currency translation adjustment  -   -   -   -   -   7,191,891   7,191,891   799,099   7,990,990 
                                     
Transfer to reserve  -   -   -   2,143,344   (2,143,344)  -   -   -   - 
                                     
Balance as of September 30, 2017  19,304,921  $38,609  $(28,582,654) $17,273,279  $165,642,629  $13,308,933  $167,680,796  $26,516,653  $194,197,449 

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

SORL Auto Parts, Inc. and Subsidiaries

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

September 30, 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 the poor financial performance of SIH, Fairfold sold all of its interest in SIH to the Taiwanese investor. After this transaction, SIH ceased to be a distributor of SORL in the international market.

 

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 agree to 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 $76,533,000) 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 $73,478,000) was paid to the Ruili Group in installments before June 30, 2016, and the remaining RMB20,000,000 (approximately $3,016,000) 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. Before the transaction, the Company was leasing 89,229 square meters of the Development Zone Facility from Ruili Group for its brake systems business, which lease was scheduled to expire on December 31, 2017. This lease was 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 real estate appraisal firm.


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.


(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.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. 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 receivable, inventories, current prepayments, other current assets, deferred tax assets, accounts payable and bank acceptance notes to vendors, short term investments, trade receivables and payables, prepaidbank loans, deposits 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, free 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. SHORT 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 deposit in the amount of $3,317,650 (RMB 22,000,000) was pledged for the credit line granted to Ruili Group, a related party, by Bank of Ningbo for the period from January 13, 2016 to July 13, 2016. As of September 30, 2016, the term deposit matured and the pledge was released as the credit line was fully paid off by Ruili Group.

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. As of September 30, 2016, the term deposits matured and the pledge was released as the credit line was fully paid off by Ruili Group.

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. As of September 30, 2016, the term deposit matured and the pledge was released as the bank acceptance notes payable were paid off by Hangzhou Xiangwei Wuzi Co., Ltd.

e. 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 threesix to sixtwelve 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.


g.f. BANK ACCEPTANCE NOTES RECEIVABLE

 

NotesBank acceptance notes receivable, generally due within one yearsix months and with specific payment terms and definitive due dates, are comprised of the notes issued by some customers to pay certain outstanding receivable balances to the Company, with specific payment terms and definitive due dates. Notes receivablethe notes issued by the customers of related parties and transferred to the Company as loans from related parties. Bank acceptance notes do not bear interest. As of September 30, 20162017 and December 31, 2015,2016, bank acceptance notes receivablesreceivable in the amount of $31,288,866$54,781,712 and $13,647,583,$32,916,198, respectively, were pledged to endorsing banks to issue either short term bank loans or bank acceptance notes.notes to vendors. The banks charge discount fees if the Company chooses to discount the bank acceptance notes receivables 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 andor determinable, and collection is probable.reasonably assured. 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.rates. 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.During the three and nine months ended September 30, 2016, the Company had $43,418 and $320,019 transaction gain, respectively, which was included in other income. During the three and nine months ended September 30, 2015, the Company had $1,268,968 and $1,346,440 transaction gain, respectively, which was included in other income.

 

k.NOTE C – RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS

In January 2017, the FASB issued ASU 2017-03, “Accounting Changes and Error Corrections (Topic 250) and Investments - Equity Method and Joint Ventures (Topic 323)”. This pronouncement amends the SEC’s reporting requirements for public filers in regard to new accounting pronouncements or existing pronouncements that have not yet been adopted. Companies are to provide qualitative disclosures if they have not yet implemented an accounting standards update. Companies should disclose if they are unable to estimate the impact of a specific pronouncement, and provide disclosures including a description of the effect on accounting policies that the registrant expects to apply. These provisions apply to all pronouncements that have not yet been implemented by registrants. There are additional provisions that relate to corrections to several other prior FASB pronouncements. The Company has incorporated language into other recently issued accounting pronouncement notes, where relevant for the corrections in FASB ASU 2017-03. The Company is implementing the updated SEC requirements on not yet adopted accounting pronouncements with these consolidated financial statements.

NOTE D – RECLASSIFICATIONS

 

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, the FASB issued ASU 2016-08, “Revenue from Contracts with Customers (Topic 606): Principal versus Agent Considerations (Reporting Revenue Gross versus Net)”. The amendments in this ASU are intended to improve the operability and understandability of the implementation guidance on principal versus agent considerations by amending certain existing illustrative examples and adding additional illustrative examples to assist in the application of the guidance. The effective date and transition of these amendments is the same as the effective date and transition of 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. The Company is currently in the process of evaluating the impact of the adoption on its consolidated financial statements.

In April 2016, the FASB issued ASU 2016- 10, “Revenue from Contracts 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 its consolidated financial statements.

In May 2016, the FASB issued ASU 2016-11, “Revenue Recognition (Topic 605) and Derivatives and Hedging (Topic 815): Rescission of SEC Guidance Because of Accounting Standards Updates 2014-09 and 2014-16 Pursuant to Staff Announcements at the March 3, 2016 EITF Meeting”. The amendments rescinds SEC paragraphs pursuant to two SEC Staff Announcements at the March 3, 2016 Emerging Issues Task Force (EITF) meeting. Specifically, registrants should not rely on the following SEC Staff Observer comments upon adoption of Topic 606: (1) Revenue and Expense Recognition for Freight Services in Process, which is codified in paragraph 605-20-S99-2; (2) Accounting for Shipping and Handling Fees and Costs, which is codified in paragraph 605-45-S99-1; (3) Accounting for Consideration Given by a Vendor to a Customer (including Reseller of the Vendor’s Products), which is codified in paragraph 605-50-S99-1; and (4) Accounting for Gas-Balancing Arrangements (i.e., use of the “entitlements method”), which is codified in paragraph 932-10-S99-5. The amendment is effective upon adoption of ASU 2014-09. The Company is currently in the process of evaluating the impact of the adoption on its consolidated financial statements.


 In May 2016, the FASB issued ASU 2016-12, “Revenue from Contracts with Customers (Topic 606): Narrow-Scope Improvements and Practical Expedients”. The amendments, among other things: (1) clarify the objective of the collectibility criterion for applying paragraph 606-10-25-7; (2) permit an entity to exclude amounts collected from customers for all sales (and other similar) taxes from the transaction price; (3) specify that the measurement date for noncash consideration is contract inception; (4) provide a practical expedient that permits an entity to reflect the aggregate effect of all modifications that occur before the beginning of the earliest period presented when identifying the satisfied and unsatisfied performance obligations, determining the transaction price, and allocating the transaction price to the satisfied and unsatisfied performance obligations; (5) clarify that a completed contract for purposes of transition is a contract for which all (or substantially all) of the revenue was recognized under legacy GAAP before the date of initial application, and (6) clarify that an entity that retrospectively applies the guidance in Topic 606 to each prior reporting period is not required to disclose the effect of the accounting change for the period of adoption. These amendments are effective for public entities for annual reporting periods beginning after December 15, 2017, including interim reporting periods therein (i.e., January 1, 2018, for a calendar year entity). The Company is currently in the process of evaluating the impact of the adoption on its consolidated financial statements.

In August 2016, the FASB issued ASU 2016-15, “Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments”. These amendments provide cash flow statement classification guidance for: (1) Debt Prepayment or Debt Extinguishment Costs; (2) Settlement of Zero-Coupon Debt Instruments or Other Debt Instruments with Coupon Interest Rates That Are Insignificant in Relation to the Effective Interest Rate of the Borrowing; (3) Contingent Consideration Payments Made after a Business Combination; (4) Proceeds from the Settlement of Insurance Claims; (5) Proceeds from the Settlement of Corporate-Owned Life Insurance Policies, including Bank-Owned Life Insurance Policies; (6) Distributions Received from Equity Method Investees; (7) Beneficial Interests in Securitization Transactions; and (8) Separately Identifiable Cash Flows and Application of the Predominance Principle. These amendments are effective for public business entities for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years. Early application is permitted, including adoption in an interim period. The Company is currently in the process of evaluating the impact of the adoption on its consolidated financial statements.

In September 2016, the FASB issued ASU 2016-17, “Consolidation (Topic 810): Interests Held through Related Parties That Are under Common Control”. These amendments change the evaluation of whether a reporting entity is the primary beneficiary of a variable interest entity by changing how a reporting entity that is a single decision maker of a variable interest entity treats indirect interests in the entity held through related parties that are under common control with the reporting entity. If a reporting entity satisfies the first characteristic of a primary beneficiary (such that it is the single decision maker of a variable interest entity), the amendments require that reporting entity, in determining whether it satisfies the second characteristic of a primary beneficiary, to include all of its direct variable interests in a variable interest entity and, on a proportionate basis, its indirect variable interests in a variable interest entity held through related parties, including related parties that are under common control with the reporting entity. The amendments in this ASU are effective for public business entities for fiscal years beginning after December 15, 2016, including interim periods within those fiscal years. Early adoption is permitted, including adoption in an interim period. If an entity adopts the pending content that links to this paragraph in an interim period, any adjustments should be reflected as of the beginning of the fiscal year that includes that interim period. The Company is currently in the process of evaluating the impact of the adoption on its consolidated financial statements.

NOTE DE - 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 Ruili 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, Ruian Kormee and Ruili MeiLian.

The following related party transactions occurred during the three and nine months ended September 30, 2017 and 2016:

  Three Months Ended September 30,  Nine Months Ended September 30, 
  2017  2016  2017  2016 
PURCHASES FROM:                
Guangzhou Kormee Automotive Electronic Control Technology Co., Ltd. $124,340  $138,580  $1,449,946  $826,474 
Ruian Kormee Automobile Braking Co., Ltd.  328,680   450,665   1,085,483   807,769 
Ruili MeiLian Air Management System (LangFang) Co., Ltd.  1,457,104      3,613,415    
Shanghai Dachao Electric Technology Co., Ltd.     82,671   55,230   116,415 
Ruili Group Co., Ltd.  1,335,449   1,027,210   3,845,123   2,972,963 
Total Purchases $3,245,573  $1,699,126  $10,049,197  $4,723,621 
                 
SALES TO:                
Guangzhou Kormee Automotive Electronic Control Technology Co., Ltd. $3,125,127  $1,529,583  $4,874,568  $3,174,040 
Ruian Kormee Automobile Braking Co., Ltd.  103,242      115,429   9,477 
Ruili MeiLian Air Management System (LangFang) Co., Ltd.  245,735      634,022    
Ruili Group Co., Ltd.  3,927,360   1,785,443   7,855,143   8,334,488 
Total Sales $7,401,464  $3,315,026  $13,479,162  $11,518,005 

  September30,  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 
         
PREPAYMENTS TO RELATED PARTIES        
Guangzhou Kormee Automotive Electronic Control Technology Co., Ltd. $63,025  $ 
Shanghai Dachao Electric Technology Co., Ltd.  75,050    
Total $138,075  $ 
         
ADVANCES TO RELATED PARTY        
Ruili Group Co., Ltd. $9,011,700  $ 
Total $9,011,700  $ 
         
ACCOUNTS PAYABLE AND BANK ACCEPTANCE NOTES TO RELATED PARTIES        
Ruian Kormee Automobile Braking Co., Ltd. $  $628,310 
Shanghai Dachao Electric Technology Co., Ltd.     100,441 
Ruili MeiLian Air Management System (LangFang) Co., Ltd.  2,188,003   1,224,956 
Total $2,188,003  $1,953,707 
         
DUE TO RELATED PARTY        
Ruian Kormee Automobile Braking Co., Ltd. $4,129,808  $ 
Total $4,129,808  $ 

11 

The balance of advances to related party represents the advances from the Company to Ruili Group. The advances to Ruili Group are non-interest bearing, unsecured and due on demand. During the nine months ended September 30, the Company advanced cash in the amount of $8,919,241. The effect of changes in foreign exchange rate is $92,459.

The balance of due to related party represents the loans the Company obtained from related parties for working capital purposes. The borrowings from related parties are interest free, unsecured and repayable on demand. During the nine months ended September 30, 2017, the Company obtained loans from related parties in the amount of $93,191,843 in cash, including $5,829,744 from Ruian Kormee. In addition,Kormee and $87,362,099 from Ruili Group. The Company also borrowed the amount of $23,515,527 in the form of bank acceptance notes from Ruili Group. Cash repayments to the related parties totaled $113,071,629, including $1,742,308 to Ruian Kormee and $111,329,321 to Ruili Group, during the nine months ended September 30, 2016, the Company advanced $18,247,384 to Ruili Group for working capital purpose and received full payment.2017. The Company collects dormitory utility fees from employees and pays to Ruili Group periodically whicheffect of changes in foreign exchange rate is recorded as other payable. As of September 30, 2016, the payable balance was $177,603.$494,067.

The following related party transactions are reported for the three months and nine months ended September 30, 2016 and September 30, 2015:

  Three Months Ended September 30,  Nine Months Ended September 30, 
  2016  2015  2016  2015 
PURCHASES FROM:                
Guangzhou Kormee $138,580  $957,017  $826,474  $1,331,566 
Ruian Kormee  450,665   202,924   807,769   680,983 
Ruili Group Co., Ltd.  1,027,210   751,044   2,972,963   2,379,870 
Shanghai Dachao  82,671      116,415    
Total Purchases $1,699,126  $1,910,985  $4,723,621  $4,392,419 
                 
SALES TO:                
Guangzhou Kormee $1,529,583  $145,564  $3,174,040  $408,334 
Ruian Kormee     2,327   573   30,077 
Ruili Group Co., Ltd.  1,785,443   2,171,824   8,334,394   4,241,472 
Total Sales $3,315,026  $2,319,715  $11,509,007  $4,679,883 


The sales to Guangzhou Kormee and Ruian Kormee mentioned above represent 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.

  September 30,  December 31, 
  2016  2015 
ACCOUNTS RECEIVABLE FROM RELATED PARTY        
Guangzhou Kormee $1,224,333  $ 
Total $1,224,333  $ 
         
ACCOUNTS PAYABLE TO RELATED PARTIES        
Ruian Kormee $1,024,909  $340,175 
Guangzhou Kormee     75,968 
Ruili Group Co., Ltd.  4,506,659   697,643 
Shanghai Dachao  51,149   19,751 
Total $5,582,717  $1,133,537 
         
OTHER PAYBLES TO RELATED PARTY        
Ruili Group Co., Ltd. $177,603  $ 
Total $177,603  $ 


 

The Company entered into severala lease agreementsagreement with related parties,Ruili Group, see Note KM for more details.

In addition, the Company pledged a 6-month fixed term deposit of RMB 22,000,000 (approximately $3,317,650) with a maturity date of July 13, 2016 for the credit line granted to Ruili Group by Bank of Ningbo. As of September 30, 2016, the term deposit matured and the pledge was released as the credit line was fully paid off by Ruili Group.

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. As of September 30, 2016, the guarantee was released as the credit line was fully paid off by Ruili Group.

 

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 after the due date of each loan withdrawn by Ruili Group under the credit line.May 30, 2016 to May 14, 2017. As of September 30, 2016,2017, the guarantee was released as the credit line was fully paid off by Ruili Group.

The Company provided a 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 the credit line. As of September 30, 2016, the guarantee was released as the credit line was paid off by Ruili Group.

 

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 Company pledged its term depositcredit line was replaced by the one issued by the same bank in the amount of RMB 40,000,000 (approximately $6,159,911)$5,766,181) for a period of 12 months starting on October 24, 2016, the bank acceptance notes issuedguarantee of which was continued to Hangzhou Xiangwei Wuzi Co., Ltd, a related party controlledbe provided by the relative of Ms. Shu Ping Chi, by Zhejiang Chouzhou Commercial Bank for the period from December 17, 2015 to June 17, 2016. AsCompany as of September 30, 2016, the term deposit matured2017 and the pledge was released as the bank acceptance notes payable were paid off by Hangzhou Xiangwei Wuzi Co., Ltd.will expire on April 18, 2018.

 

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. As of September 30, 2016,2017, the guarantee was released as the credit line was fully paid off by Ruili Group.

 

On May 5, 2016,The Company provided a guarantee for the Company entered into the Purchase Agreement with thecredit line granted to Ruili Group by China Guangfa Bank in a maximum amount of RMB 69,000,000 (approximately $10,092,000) for the period from November 16, 2016 to purchase Development Zone Facility, in exchangeJanuary 16, 2018.

The Company provided a guarantee for which, the Company would transfercredit line granted to the Ruili Group the Dongshan Facility plus RMB501,000,000 (approximately $77,540,000)by Bank of Ningbo in cash. The cash consideration in thea maximum amount of RMB481,000,000RMB 180,000,000 (approximately $74,444,000) was paid to$26,328,000) for the Ruili Group beforeperiod from June 30, 2016, and the remaining RMB20,000,000 (approximately $3,016,000) 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. As of the filing date, the title of the facilities and the land use right2017 to June 30, 2020.

The Company has not been transferred to Ruian. Before the transaction, the Company was leasing 89,229 square meters of the Development Zone Facility from Ruili Group for its brake systems business since September 2009. The lease was scheduled to expire on December 31, 2017 and was terminated as the Development Zone Facility was purchased. Also seeshort term bank loans guaranteed or pledged by related parties. See Note GK for more detail.details.

12 

 

NOTE EF - ACCOUNTS RECEIVABLE, NET

 

Accounts receivable, net, consisted of the following:

 

  September 30,  December 31, 
  2016  2015 
Accounts receivable $102,320,042  $83,898,730 
Less: allowance for doubtful accounts  (17,828,900)  (12,075,402)
Accounts receivable, net $84,491,142  $71,823,328 

  September 30,  December 31, 
  2017  2016 
Accounts receivable $138,797,272  $113,815,711 
Less: allowance for doubtful accounts  (12,990,117)  (11,686,417)
Accounts receivable, net $125,807,155  $102,129,294 

 

No customer individually accounted for more than 10% of our revenues or accounts receivable for the nine months ended September 30, 2017 and 2016. The changes in the allowance for doubtful accounts on September 30, 20162017 and December 31, 20152016 are summarized as follows:

 

 September 30, December 31,  September 30, December 31, 
 2016  2015  2017  2016 
Beginning balance $12,075,402  $6,475,587  $11,686,417  $12,075,402 
Add: increase to allowance  5,753,498   5,599,815   759,854   395,491 
Less: accounts written off      
Effects on changes in foreign exchange rate  543,846   (784,476)
Ending balance $17,828,900  $12,075,402  $12,990,117  $11,686,417 

 


NOTE FG - INVENTORIES

 

On September 30, 20162017 and December 31, 2015,2016, inventories were consisted of the following:

 

  September 30,  December 31, 
  2016  2015 
Raw materials $11,860,248  $13,038,945 
Work in process  24,940,909   28,786,709 
Finished goods  27,077,997   31,836,206 

Total inventories

  63,879,154  $73,661,860 

  September 30,  December 31, 
  2017  2016 
Raw materials $23,592,541  $20,121,513 
Work-in-process  13,382,666   14,843,653 
Finished goods  46,104,479   30,811,351 
Total inventories $83,079,686  $65,776,517 

NOTE GH - PROPERTY, PLANT AND EQUIPMENT, NET

 

Property, plant and equipment were consisted of the following on September 30, 20162017 and December 31, 2015:2016:

 

 September 30,  December 31,  September 30, December 31, 
 2016  2015  2017  2016 
Machinery $58,816,765  $50,680,639  $111,277,530  $87,694,677 
Molds  1,306,664   1,343,730   1,314,717   1,257,841 
Office equipment  2,089,076   2,077,411   2,385,454   2,021,982 
Vehicles  2,159,443   1,983,028   3,291,065   2,246,203 
Buildings  16,441,055   7,756,917   19,042,848   15,826,738 
Machinery held under capital lease  26,728,626   29,012,601 
Leasehold improvements  476,365   489,878   479,301   458,566 
Sub-Total  108,017,994   93,344,204 
Sub-total  137,790,915   109,506,007 
                
Less: accumulated depreciation  

(55,930,374 

)  (55,782,299)  (64,813,042)  (55,768,301)
                
Property, plant and equipment, net $52,087,620  $37,561,905  $72,977,873  $53,737,706 

 

Depreciation expense charged to operations wereincurred was $6,353,494 and $5,110,014 and $5,421,040 for the nine months ended September 30, 20162017 and September 30, 2015,2016, respectively.

 


On September 28, 2007,In May 2016, the Company, purchased the Dongshan Facility from Ruili Group for an aggregate purchase price of approximately RMB152 million (approximately $20 million). A third party real estate appraisal firm appraised the total asset value at RMB154 million (approximately $20.4 million). RMB69.4 million (approximately $9.1 million) of the purchase price was paid on a transfer of the Company's existing project and prepayment of land use rights. The remaining balance was paid by the cash and a bank credit line. At the time of the transfer described below, the Company did not obtain the land use right certificate nor the property ownership certificate of the building.

On May 5, 2016, the Companythrough its principal operating subsidiary, entered into a Purchase Agreement (the “Purchase Agreement”) with the Ruili Group, through Ruian, pursuant to which the Company agreed to exchange the Dongshan Facilityland use rights and factory facilities located at No. 1169 Yumeng Road, Rui'an Economic Development Zone, Rui'An City, Zhejiang Province, China (the “Dongshan Facility”), purchased in 2007 from Ruili Group, plus RMB501RMB 501.00 million (approximately $76.5$76.50 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, China (the “Development Zone Facility”). 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 transaction was approved by a committee of independent directors of the Company based on the valuation reports issued on March 1, 2016 by a real estate appraisal firm. The value of the Dongshan 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. The Company reserved the relevant tax amount of RMB 15.034.56 million (approximately $2.3$0.75 million). This amount was for the Dongshan Facility and RMB 15.00 million (approximately $2.30 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 transaction,transactions, which the Company considered as the most probable amount of tax liability. As

In July 2017, Ruian, a subsidiary of the Company, purchased plants and the associated land use rights from Yunding Holding Group Co., Ltd. in cash at the purchase price of RMB 60.06 million (approximately $8.87 million). The total cost including related deed tax and stamp duty is RMB 58.95 million (approximately $8.88 million) net of value-added input tax in association with the purchase, which has been fully paid in cash as of September 30, 2016, 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 required procedures for transferring the2017. The title of the facilitiesplants and the associated land use rights was transferred in July 2017. The allocated costs for the land use right as specifiedrights and the plants are RMB 42.35 million (approximately $6.38 million) and RMB 16.60 million (approximately $2.50 million), respectively. The plants and associated land use rights will be used to meet Ruian’s growing operational needs and is located in the east side of the International Auto Parts District, Tangxia Town, Ruian City, Zhejiang Province, China with a land use area of 33,141 square meters and a building floor area of 25,016 square meters.


NOTE I – LAND USE RIGHTS, NET

The balances for land use rights, net as of September 30, 2017 and December 31, 2016 are as the following:

  September 30,  December 31, 
  2017  2016 
Cost $15,237,587  $8,473,362 
Less: accumulated amortization  (440,917)  (164,029)
Land use rights, net $14,796,670  $8,309,333 

In connection with the execution of the Purchase Agreement.Agreement in May 2016, the Company exchanged the Dongshan Facility plus RMB 501.00 million (approximately $76.50 million) in cash for Development Zone Facility, including land use rights with historical value of approximately $8.47 million. As of the filing date, the Company has not obtained the land use right certificate nor the property ownership certificate of the buildings of the Development Zone Facility. Also see Note H for more details.

 

SinceIn July 2017, Ruian, a subsidiary of the Purchase AgreementCompany, purchased plants and the associated land use rights from Yunding Holding Group Co., Ltd. in cash at the purchase price of RMB 60.06 million (approximately $8.87 million). The title of the plants and land use rights was entered into between entities under common control,transferred in July 2017. The allocated cost for the transaction was recorded at historical costs. The excessland use rights is RMB 42.35 million (approximately $6.38 million). Also see Note H for more details.

During the three months ended September 30, 2017, the Company also prepaid the amount of total cash consideration over the difference between the carrying value of assets receivedRMB 10.01 million (approximately $1.51 million) as down payment and assets transferred to Ruili Group, a related party controlled by Mr. Xiao Ping Zhang, his wife Ms. Shu Ping Chi, and his brother Mr. Xiao Feng Zhang, was reflectedRMB 20.00 million (approximately $3.01 million) as a reductionrefundable deposit to purchase the land use rights for the land located at the intersection of shareholders’ equity.Xianghe Road and North Wansong Road, Binhai New District, Rui’an City, Zhejiang Province, China. As of the filing date, the title to the land use rights has not been transferred. The down payment was included in prepayments, non-current and the refundable deposit was included in other current assets in the unaudited consolidated balance sheets. Also see Note Q for more details.

 


NOTE HJ - DEFERRED TAX ASSETS AND DEFERRED TAX LIABILITIES

 

Deferred tax assets were consisted of the following as of September 30, 20162017 and December 31, 2015:2016:

 

 September 30, December 31,  September 30, December 31, 
 2016  2015  2017  2016 
Deferred tax assets - current                
Allowance for doubtful accounts $

2,750,252

  $1,860,379  $2,019,545  $1,798,894 
Revenue (net of cost)  5,974   45,815   (128,438)  76,719 
Unpaid accrued expenses  333,707   180,174   237,055   357,352 
Warranty  951,591   875,751   1,184,367   977,610 
Deferred tax assets  4,041,524   2,962,119   3,312,529   3,210,575 
Valuation allowance            
Net deferred tax assets - current $4,041,524  $2,962,119 
        
Deferred tax liabilities - current        
Revenue (net of cost) $  $ 
Others     52,390 
Deferred tax liabilities - current     52,390 
        
Net deferred tax assets - current $4,041,524  $2,909,729 
Deferred tax assets - current $3,312,529  $3,210,575 

 


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 the U.S. as the Company had no taxable income for the reporting period.periods. The Company’s subsidiary registered in the PRC is subject to income taxes within the PRC at the applicable tax rate.

 

NOTE IK – SHORT-TERM BANK LOANS

 

Bank loans represented the following as of September 30, 20162017 and December 31, 2015:2016:

 

  September 30,  December 31, 
  2016  2015 
Secured $25,133,254  $23,367,207 
  September 30,  December 31, 
  2017  2016 
Secured $77,779,094  $27,416,376 

 

The Company obtained those short term loans from Bank of China, Bank of Ningbo, Agricultural Bank of China, ConstructionChina Zheshang Bank, Industrial and Commercial Bank of China, Oversea-Chinese Banking Corporation Limited and AgriculturalChina Construction Bank, of China, respectively, to finance general working capital as well as new equipment acquisition.acquisitions. Interest raterates for the loans outstanding during the nine months ended September 30, 20162017 ranged from 0.55% to 4.57%5.22% per annum. The maturity dates of the loans existing as of September 30, 20162017 ranged from November 1, 2016October 2, 2017 to September 21, 2017.26, 2018. As of September 30, 20162017 and December 31, 2015,2016, the Company'sCompany’s accounts receivables of $6,609,505$6,349,443 and $15,836,158,$4,484,755, respectively, were pledged as collateral under loan arrangements. For the three months ended September 30, 2016 and 2015, theThe interest expenses for short-term bank loans were $804,499 and $214,974 for the three months ended September 30, 2017 and $213,797,2016, respectively. ForThe interest expenses, including discount fees, were $1,827,835 and $515,547 for the nine months ended September 30, 2017 and 2016, and 2015, the interest expensesrespectively.


As of September 30, 2017, corporate or personal guarantees provided for short-termthose bank loans were $515,547 and $373,518, respectively.as follows:

 

Corporate or personal guarantees:
$2,926,113  Pledged by Ruili Group, a related party, with its land and buildings, and guaranteed by Mr. Xiao Ping Zhang and Ms. Shu Ping Chi, both the Company’s principal shareholders.5,611,817  Guaranteed by Ruili Group, a related party.
$2,065,051  Pledged by Ruili Group, a related party, with its land and buildings, and guaranteed by Ruili Group, a related party, Mr. Xiao Ping Zhang and Ms. Shu Ping Chi, both the Company’s principal shareholders.2,944,146  Pledged by Ruili Group, a related party, with its land and buildings. Guaranteed by Mr. Xiao Ping Zhang and Ms. Shu Ping Chi, both of who are the Company’s principal stockholders.
$11,481,326  Guaranteed by Ruili Group, a related party, Mr. Xiao Ping Zhang and Ms. Shu Ping Chi, both the Company’s principal stockholders.14,227,576  Guaranteed by Ruili Group, a related party, Mr. Xiao Ping Zhang and Ms. Shu Ping Chi, both of who are the Company’s principal stockholders.
$2,388,511  Pledged by Ruili Group, a related party, with its land and buildings.24,861,004  Pledged by the Company with its bank acceptance notes.
$6,272,252  Guaranteed by Ruili Group, a related party.22,600,913  Pledged by Hangzhou Ruili Zhiye Development Ltd., a related party under common control of Ruili Group, with its properties. Guaranteed by Mr. Xiao Ping Zhang and Ms. Shu Ping Chi, both of who are the Company’s principal stockholders.
$6,026,910  Pledged by the Company’s land and properties. Guaranteed by Ruili Group, Xiaoping Zhang, who is one of the Company’s principal stockholders.
$1,506,728  Pledged by Ruili Group, a related party, with its land and buildings.

 

NOTE JL - 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.

 

In 2015, the Joint Venture was awarded the Chinese government's "High-Tech Enterprise" designation for a third time, which is valid for three years and it continues to be taxed at the 15% tax rate in 2015, 2016 and 2017.

 


The reconciliation of the effective income tax rate of the Company to the statutory income tax rate in the PRC for the nine months ended September 30, 20162017 and 20152016 is as follows:

 

  Nine Months Ended
September 30, 2017
  Nine Months Ended
September 30, 2016
 
US statutory income tax rate  35.00%  35.00%
Valuation allowance recognized with respect to the loss in the US company  -35.00%  -35.00%
China statutory income tax rate  25.00%  25.00%
Effects of income tax exemptions and reliefs  -10.00%  -10.00%
Effects of additional deduction allowed for R&D expenses  -1.86%  -3.54%
Effects of expenses not deductible for tax purposes  0.54%  0.74%
Other items  1.39%  -0.04%
Effective tax rate  15.07%  12.16%

  Nine Months Ended
September 30, 2016
  Nine Months Ended
September 30, 2015
 
US Statutory income tax rate  35.00%  35.00%
Valuation allowance recognized with respect to the loss in the US company  -35.00%  -35.00%
Hong Kong Statutory income tax rate  16.50%  16.50%
Valuation allowance recognized with respect to the loss in the Hong Kong company  -16.50%  -16.50%
China Statutory income tax rate  25.00%  25.00%
Effects of income tax exemptions and reliefs  -10.0%  %
Effects of additional deduction allowed for R&D expenses  

-3.54

%  -7.07%
Other items  0.70%  3.60%
Effective tax rate  12.16%  21.53%

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 nine months ended September 30, 2016,2017, there were no penalties and interest, which generally are recorded in the general and administrative expenses or in the tax expenses. The provisions for income taxes for the nine months ended September 30, 20162017 and 2015,2016, respectively, are summarized as follows:

  Nine Months Ended
September 30, 2016
  Nine Months Ended
September 30, 2015
 
       
Current $2,942,048  $4,058,485 
Deferred  (1,264,061)  (1,838,158)
         
Total $1,677,987  $2,220,327 

 


  Nine Months Ended
September 30, 2017
  Nine Months Ended
September 30, 2016
 
Current $4,199,727  $2,942,048 
Deferred  25,677   (1,264,061)
Total $4,225,404  $1,677,987 

ASC 740-10 requires recognition and measurement of uncertain income tax positions using a “more-likely-than-not” approach. The management evaluated the Company’s tax positions and considered that no provision for uncertainty in income taxes was necessary as of September 30, 20162017 and December 31, 2015.2016.

 

NOTE KM – OPERATING LEASES WITH RELATED PARTIESPARTY

 

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 initial lease term iswas 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 RMB2,100,000RMB 2,100,000 (approximately $333,688).

In May 2009, Ruian entered into a lease agreement with Ruili Group 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, 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 was terminated in May 2016 when the Developed Zone Facility was purchased by the Company. See Note D for details.

 

The lease expenses were $1,402,658$684,252 and $1,245,477$1,402,658 for the nine months ended September 30, 20162017 and 2015,2016, respectively.

 

NOTE LN - WARRANTY CLAIMS

 

Warranty claims were $1,741,415$2,261,311 and $1,515,278$1,741,415 for the nine months ended September 30, 20162017 and September 30, 2015,2016, respectively. Warranty claims are classified as accrued expenses on the balance sheet. The movement of accrued warranty expenses for the nine months ended September 30, 20162017 was as follows:

 

Beginning balance at January 1, 2017 $6,517,402 
Aggregate increase for new warranties issued during current period  2,261,311 
Aggregate reduction for payments made  (1,207,221)
Effect of exchange rate fluctuation  324,288 
Ending balance at September 30, 2017 $7,895,780 

Beginning balance at January 1, 2016 $5,838,343 
Aggregate increase for new warranties issued during current period  1,741,415 
Aggregate reduction for payments made  (1,235,817)
Ending balance on September 30, 2016: $6,343,941 

18 

 

NOTE MO – 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.

 

All of the Company’s long-lived assets are located in the PRC and Hong Kong.PRC. The Company and its subsidiaries do not have long-lived assets in the United States for the reporting periods.

 

 For The Nine Months Ended September 30,  Nine Months Ended September 30, 
 2016  2015  2017  2016 
          
NET SALES TO EXTERNAL CUSTOMERS        
SALES TO EXTERNAL CUSTOMERS        
Commercial vehicles brake systems $154,366,728  $130,397,720  $223,937,534  $157,362,913 
Passenger vehicles brake systems  34,884,224   31,398,956   43,652,419   35,554,720 
Net sales $189,250,952  $161,796,676 
        
Sales $267,589,953  $192,917,633 
INTERSEGMENT SALES                
Commercial vehicles brake systems $  $  $  $ 
Passenger vehicles brake systems            
                
Intersegment sales $  $ 
GROSS PROFIT                
Commercial vehicles brake systems $45,317,101  $36,176,934  $61,485,066  $45,768,683 
Passenger vehicles brake systems  10,393,378   9,086,122   11,401,597   10,491,798 
Gross profit $55,710,479  $45,263,056  $72,886,663  $56,260,481 
Other operating income  694,717   229,801 
        
Selling and distribution expenses  (20,637,464)  (15,250,216)  22,877,889   20,637,464 
General and administrative expenses  (16,717,966)  (15,784,330)  13,517,222   16,717,966 
Research and development expenses  (6,533,540)  (5,831,756)  7,477,902   6,533,540 
        
Other operating income, net  1,185,958   144,715 
        
Income from operations  12,516,226   8,626,555   30,199,608   12,516,226 
        
Interest income  1,047,667   683,561   38,175   1,047,667 
Government grants  569,041   176,157   1,119,337   569,041 
Other income  1,103,267   2,440,429   47,976   763,534 
Interest expenses  (515,547)  (804,321)  (1,827,835)  (515,547)
Other expenses  (922,553)  (807,407)  (1,536,921)  (582,820)
Income before income tax expense $13,798,101  $10,314,974  $28,040,340  $13,798,101 
        
CAPITAL EXPENDITURE                
Commercial vehicles brake systems $9,994,389  $1,973,423  $30,791,780  $9,994,389 
Passenger vehicles brake systems  2,272,202   467,088   6,090,790   2,272,202 
        
Total $12,266,591  $2,440,511  $36,882,570  $12,266,591 
        
DEPRECIATION AND AMORTIZATION                
Commercial vehicles brake systems $4,375,484  $4,650,260  $5,538,902  $4,375,484 
Passenger vehicles brake systems  981,882   1,114,878   1,084,180   981,882 
        
Total $5,357,366  $5,765,138  $6,623,082  $5,357,366 


  September 30,
2017
  December 31,
2016
 
    
TOTAL ASSETS        
Commercial vehicles brake systems $346,308,432  $248,023,179 
Passenger vehicles brake systems  65,228,623   53,304,945 
         
Total $411,537,055  $301,328,124 

 

  September 30,
2017
  December 31,
2016
 
    
LONG LIVED ASSETS        
Commercial vehicles brake systems $81,595,545  $51,080,332 
Passenger vehicles brake systems  15,368,858   10,978,145 
         
Total $96,964,403  $62,058,477 

1820 

 

 

  September 30, 2016  December 31, 2015 
    
TOTAL ASSETS        
Commercial vehicles brake systems $231,617,595  $261,924,719 
Passenger vehicles brake systems  49,471,719   58,629,337 
Total $281,089,314  $320,554,056 

  September 30, 2016  December 31, 2015 
       
LONG LIVED ASSETS        
Commercial vehicles brake systems $50,794,994  $42,961,388 
Passenger vehicles brake systems  10,849,416   9,616,495 
Total $61,644,410  $52,577,883 

NOTE NP – CONTINGENCIES

 

(1) As described in Note G, theThe Company purchased the Dongshan Facility from Ruili Group in 2007 and subsequently transferred the plants and land use right to Ruili Group. The Company has never obtained the land use right certificate nor the property ownership certificate of the building for the 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 Dongshan Facility in the transaction, which the Company considered as the most probable amount of tax liability. The Dongshan Facility was transferred back to Ruili Group on May 5, 2016.

 

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

 

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

NOTE Q – SUBSEQUENT EVENTS

During the subsequent period, the Company obtained short term loans for the total amount of approximately $13,809,000 from Bank of China, Agricultural Bank of China, and Industrial Bank Co., Ltd. to finance general working capital. Interest rates for those loans ranged from 4.10% to 5.22% per annum. The maturity dates of the loans existing as of the filing date ranged from January 20, 2018 to October 11, 2018. As of the filing date, the Company pledged accounts receivable of approximately $1,387,000, as collateral under the loan arrangements of Bank of China. The Company continuously pledged bank acceptance notes to borrow money from Agricultural Bank of China..

In the same period, the Company repaid loan principals as well as interests for the total amount of approximately $4,793,000 to Bank of China and Agricultural Bank of China.

On October 20, 2017, the Company entered into a State-owned Construction Land Use Right Transfer Agreement with Rui’an Land Resources Bureau to purchase the land use rights located at the intersection of Xianghe Road and North Wansong Road, Binhai New District, Rui’an City, Zhejiang Province, China, with an area of 35,483 square meters for the price of RMB 50.03 million (approximately $7.54 million). As of the filing date, the Company has not paid the purchase price in full and the title to the land use rights has not been transferred. Down payment of RMB 10.01 million (approximately $1.51 million) and a refundable deposit of RMB 20.00 million (approximately $3.01 million) were paid by the Company as of September 30, 2017. The RMB 20.00 million (approximately $3.01 million) deposit which had been paid earlier was refunded to the Company as of the filing date of this report.

 


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.

 

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.

 

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

 


RESULTS OF OPERATIONS

 

Sales

 

The following tables present certain financial information about our segments’ sales for the periods presented:

 

  Three Months Ended  Three Months Ended 
  September 30, 2017  September 30, 2016 
  (U.S.  dollars in millions) 
Commercial Vehicle Brake Systems $85.3   84.2% $52.5   82.4%
Passenger Vehicle Brake Systems $16.0   15.8% $11.2   17.6%
                 
Total $101.3   100.0% $63.7   100.0%

  Three Months Ended  Three Months Ended 
  September 30, 2016  September 30, 2015 
     (U.S.  dollars in millions)    
Commercial Vehicle Brake Systems $51.0   82.4% $40.4   80.3%
Passenger Vehicle Brake Systems $10.9   17.6% $9.9   19.7%
                 
Total $61.9   100.0% $50.3   100.0%

 

 Nine Months Ended Nine Months Ended  Nine Months Ended Nine Months Ended 
 September 30, 2016 September 30, 2015  September 30, 2017  September 30, 2016 
    (U.S.  dollars in millions)    (U.S.  dollars in millions) 
Commercial Vehicle Brake Systems $154.3   81.5% $130.4   80.6% $223.9   83.7% $157.3   81.6%
Passenger Vehicle Brake Systems $35.0   18.5% $31.4   19.4% $43.7   16.3% $35.6   18.4%
                                
Total $189.3   100.0% $161.8   100.0% $267.6   100.0% $192.9   100.0%

 


NetThe sales were $61.9$101.3 million and $50.3$63.7 million for the three months ended September 30, 20162017 and 2015,2016, respectively, an increase of $11.6$37.6 million or 23.0%59.0%. NetThe sales were $189.3$267.6 million and $161.8$192.9 million for the nine months ended September 30, 20162017 and 2015,2016, respectively, an increase of $27.5$74.7 million or 17.0%38.7%. The increase was mainly due to the increased sales of commercial vehicle brake systems to China OEM market and after market.systems. 

 

The sales from Commercial Vehicle Brake Systems increased by $10.6$32.8 million or 26.2%62.5%, to $51.0$85.3 million for the third fiscal quarter of 2016,2017, compared to $40.4$52.5 million for the same period of 2015.2016. The sales from Commercial Vehicle Brake Systems increased by $23.9$66.6 million or 18.3%42.3%, to $154.3$223.9 million for the nine months ended September 30, 2016,2017, compared to $130.4$157.3 million for the nine months ended September 30, 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 $1.0$4.8 million or 10.0%42.9%, to $10.9$16.0 million for the third fiscal quarter of 2016,2017, compared to $9.9$11.2 million for the same period of 2015.2016. The sales from Passenger Vehicle Brake Systems increased by $3.6$8.1 million or 11.4%22.8%, to $35.0$43.7 million for the nine months ended September 30, 2016,2017, compared to $31.4$35.6 million for the same period of 2015.2016. The increase was mainly due to the increase of passenger vehicle market.

 


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

 

  Three Months     Three Months       
  Ended  Percent  Ended  Percent    
  September 30, 2017  of Total Sales  September 30, 2016  of Total Sales  Percentage Change 
  (U.S. dollars in millions) 
China OEM market $50.5   49.8% $29.6   46.5%  70.6%
China Aftermarket $31.5   31.1% $17.9   28.1%  76.0%
International market $19.3   19.1% $16.2   25.4%  19.1%
Total $101.3   100.0% $63.7   100.0%  59.0%

  Three Months  Percent  Three Months  Percent    
  Ended  of  Ended  of   
  September 30, 2016  Total Sales  September 30, 2015  Total Sales  Percentage Change 
  (U.S. dollars in millions)    
China OEM market $27.8   44.9% $20.1   40.0%  38.4%
China Aftermarket $17.9   28.9% $15.3   30.4%  16.6%
International market $16.2   26.2% $14.9   29.6%  8.8%
Total $61.9   100.0% $50.3   100.0%  23.0%


 

A breakdown of net sales revenues for China OEM markets, China aftermarket and international market for the nine months ended September 30, 20162017 and 2015,2016, respectively, is set forth below:

 

 Nine Months Percent Nine Months Percent   Nine Months   Nine Months     
 Ended of Ended of   Ended Percent Ended Percent   
 September 30, 2016 Total Sales September 30, 2015 Total Sales  Percentage Change  September 30, 2017  of Total Sales  September 30, 2016  of Total Sales  Percentage Change 
 (U.S. dollars in million)     (U.S. dollars in million) 
China OEM market $92.7   49.0% $74.4   46.0%  24.6% $141.8   53.0% $96.3   49.9%  47.2%
China Aftermarket $49.9   26.4% $41.7   25.8%  19.7% $72.3   27.0% $49.9   25.9%  44.9%
International market $46.7   24.6% $45.7   28.2%  2.2% $53.5   20.0% $46.7   24.2%  14.6%
Total $189.3   100.0% $161.8   100.0%  17.0% $267.6   100.0% $192.9   100.0%  41.4%

  

Considering the increase of the production and sales of the commercial vehicle market, our sales to the Chinese OEM market increased by 38.4%$20.9 million or 70.6%, fromto $50.5 million for the third fiscal quarter of 2015,2017, compared to $27.8 million.$29.6 million for the same period of 2016. Our sales to the Chinese OEM market increased by 24.6% from$45.5 million or 47.2%, to $141.8 million for the nine months ended September 30, 2016,2017, compared to $92.7 million.$96.3 million for the same period of 2016.

 

Our sales to the China aftermarket increased by $2.6$13.6 million or 16.6%76.0%, to $17.9$31.5 million for the third fiscal quarter of 2016,2017, compared to $15.3$17.9 million for the same period of 2015.2016. Our sales to the China aftermarket increased by $8.2$22.4 million or 19.7%44.9%, to $49.9$72.3 million for the nine months ended September 30, 2016,2017, compared to $41.7$49.9 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. Accelerated urbanization and the Chinese government’s increased support for public transportation favor our expansion in the bus aftermarket. We will continue with our strategies to further optimize our sales network and to help further penetrate into new markets.


Our export sales increased by $1.3$3.1 million or 8.8%19.1%, to $16.2$19.3 million for the third fiscal quarter of 2016,2017, as compared to $14.9$16.2 million for the same period of 2015.2016. Our export sales increased by $1.0$6.8 million or 2.2%14.6%, to $46.7$53.5 million for the nine months ended September 30, 2016,2017, as compared to $45.7$46.7 million for the same period of 2015.2016. The increase in export sales was mainly due to our broadened customer base.


Cost of Sales and Gross Profit

 

Cost of sales for the three months ended September 30, 20162017 were $43.2$74.0 million, an increase of $7.0$29.2 million or 19.3%65.3% from $36.2$44.8 million for the three month period ended September 30, 2015.2016. Cost of sales for the nine months ended September 30, 20162017 were $133.5$194.7 million, an increase of $17$58.0 million or 14.6%42.5% from $116.5$136.7 million for the same period of 2015.2016.

 

Our gross profit increased by 31.9%44.4% from $14.1$18.9 million for the period of 20152016 to $18.6$27.3 million for the three month period ended September 30, 2016.2017. Our gross profit increased by 23.0%29.6% from $45.3$56.3 million for the nine months ended September 30, 2015 to $55.7 million for the same period of 2016.

Gross margin increased2016 to 30.1% from 28.0%$72.9 million for the three month period ended September 30, 20162017.

Gross margin decreased to 26.9% from 29.7% for the three month period ended September 30, 2017 compared with 2015.2016. Gross margin increaseddecreased to 29.4%27.2% from 28.0%29.2% for the nine months ended September 30, 2016,2017, as compared with the same period of 2015.2016. The increasedecrease was mainly due to increased salesthe price increase of higher margin products.the raw materials and our further price promotion to strengthen our competitiveness and increase our market share for the nine months ended September 30, 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 period ended September 30, 20162017 were $36.1$61.9 million, an increase of $7.2$25.3 million or 24.9%69.1% from $28.9$36.6 million for the same period of 2015.2016. Cost of sales from Commercial Vehicle Brake Systems for the nine months ended September 30, 20162017 were $109.0$162.5 million, an increase of $14.8$50.9 million or 15.7%45.6% from $94.2$111.6 million for the same period of 2015. The gross profit from Commercial Vehicle Brake Systems increased by 29.6% from $11.5 million for three month period ended September 30, 2015 to $14.9 million for the three month period ended September 30, 2016. The gross profit from Commercial Vehicle Brake Systems increased by 25.1%47.1% from $36.2$15.9 million for three month period ended September 30, 2016 to $23.4 million for the three month period ended September 30, 2017. The gross profit from Commercial Vehicle Brake Systems increased by 34.3% from $45.8 million for the nine months ended September 30, 20152016 to $45.3$61.5 million for the nine months ended September 30, 2017. Gross margin from Commercial Vehicle Brake Systems decreased to 27.4% from 30.3% for the three months period ended September 30, 2017 compared to the three months period ended September 30, 2016. Gross margin from Commercial Vehicle Brake Systems increaseddecreased to 29.2%27.5% from 28.5% for the three months period ended September 30, 2016 compared to the three months period ended September 30, 2015. Gross margin from Commercial Vehicle Brake Systems increased to 29.4% from 27.7%29.1% for the nine months ended September 30, 20162017 compared with the same period of 2015.2016.

 

Cost of sales from Passenger Vehicle Brake Systems for the three months period ended September 30, 20162017 were $7.1$12.1 million, a decreasean increase of $0.2$3.9 million or 2.7%48.2% from $7.3$8.2 million for the three month period ended September 30, 2015.2016. Cost of sales from Passenger Vehicle Brake Systems for the nine months ended September 30, 20162017 were $24.5$32.3 million, an increase of $2.2$7.2 million or 9.9%28.7% from $22.3$25.1 million for the same period of 2015. The gross profit from Passenger Vehicle Brake Systems increased by 46.2% from $2.6 million for the three month period ended September 30, 2015 to $3.8 million for the three month period ended September 30, 2016. The gross profit from Passenger Vehicle Brake Systems increased by 14.3%29.7% from $9.1$3.0 million for the three month period ended September 30, 2016 to $3.9 million for the three month period ended September 30, 2017. The gross profit from Passenger Vehicle Brake Systems increased by 8.7% from $10.5 million for the nine months ended September 30, 20152016 to $10.4$11.4 million for the same period of 2017. Gross margin from Passenger Vehicle Brake Systems decreased to 24.4% for the three months ended September 30, 2017, as compared to 27.0% for the three months period ended September 30, 2016. Gross margin from Passenger Vehicle Brake Systems increaseddecreased to 34.6% from 26.1% for the three months ended September 30, 2016 compared to the three months period ended September 30, 2015. Gross margin from Passenger Vehicle Brake Systems increased to 29.8% from 28.9% for the nine months ended September 30, 2016,2017, as compared withto 29.5% for the same period in 2015.

2016.

 


Selling and Distribution Expenses

 

Selling and distribution expenses were $7.9$8.3 million for the three months ended September 30, 2016,2017, as compared to $4.8$7.9 million for the same period of 2015,2016, an increase of $3.1$0.4 million or 65.2%5.1%. Selling and distribution expenses were $20.6$22.9 million for the nine months ended September 30, 2016,2017, as compared to $15.3$20.6 million for the same period of 2015,2016, an increase of $5.4$2.3 million or 35.3%11.2%. The increase was mainly due to increased freight expense and packaging expenses, and salary.expenses.

 

As a percentage of sales revenue, selling expenses increaseddecreased to 12.8%8.2% for the three months ended September 30, 2016,2017, as compared to 9.6%12.8% for the same period in 2015.2016. As a percentage of sales revenue, selling expenses increaseddecreased to 10.9%8.5% for the nine months ended September 30, 2016,2017, as compared to 9.4%10.9% for the same period in 2015.

2016.

 

General and Administrative Expenses

 

General and administrative expenses were $4.9$4.8 million for the three months ended September 30, 2016,2017, as compared to $5.6$4.9 million for the same period of 2015,2016, a decrease of $0.7$0.1 million or 12.5%2.0%. General and administrative expenses were $13.5 million for the nine months ended September 30, 2017, as compared to $16.7 million for the same period of 2016, a decrease of $3.2 million or 19.2%. The decrease was mainly due to the decrease in allowance for doubtful accounts during this quarter. General and administrative expenses were $16.7 millionbad debt expense for the nine months ended September 30, 2016, as compared to $15.8 million for the same period of 2015, an increase of $0.9 million or 5.7%. The increase was mainly due to the increase in allowance for doubtful accounts for the nine months ended September 30, 2016.2017. 

 

As a percentage of sales revenue, general and administrative expenses decreased to 7.9%4.7% for the three months ended September 30, 2016,2017, as compared to 11.2%7.9% for the same period in 2015.2016. As a percentage of sales revenue, general and administrative expenses decreased to 8.8%5.1% for the nine months ended September 30, 2016,2017, as compared to 9.8%8.8% for the same period in 2015.

2016.

 

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 third-party development costs. For the three months ended September 30, 2016,2017, research and development expenses were $2.4$2.9 million, as compared to $2.3$2.4 million for the same period of 2015,2016, an increase of $0.1$0.5 million. For the nine months ended September 30, 2016,2017, research and development expenses were $6.5$7.5 million, as compared to $5.8$6.5 million for the same period of 2015,2016, an increase of $0.7$1.0 million.

 


Other Operating Income

 

Other operating income was $0.5 million for the three months ended September 30, 2017, as compared to $0.3 million for the three months ended September 30, 2016, as compared to $0.07an increase of $0.2 million. Other operating income was $1.2 million for the threenine months ended September 30, 2015, an increase of $0.23 million. Other operating income was2017, as compared to $0.7 million for the nine months ended September 30, 2016, as compared to $0.2 million for the nine months ended September 30, 2015, an increase of $0.5 million. The increase was mainly due to an increase in sales of raw material scrap.

27 

 

Depreciation and Amortization

 

Depreciation and amortization expense was $1.9$2.4 million for the three months ended September 30, 2016, same as the amount2017, compared with that of $1.9 million for the same period of 2015.2016. Depreciation and amortization expenses decreasedincreased to $5.4$6.6 million for the nine months ended September 30, 2016,2017, compared with that of $5.8$5.4 million for the same period of 2015, a decrease2016, an increase of $0.4$1.2 million. The decreaseincrease in depreciation and amortization expenseexpenses was primarily due to the fact that morepurchase of production equipment was depreciated to residual value and stopped being further depreciated for the three months ended September 30,land and factory transaction with Ruili Group which occurred in May of 2016.

 

Interest income

 

The interest income for the three months ended September 30, 2016,2017, decreased by $0.13$0.01 million to $0.03million$0.02 million from $0.16$0.03 million for the same period of 2015.2016. The interest income for the nine months ended September 30, 2016, increased2017, decreased by $0.3$0.96 million to $1.0$0.04 million from $0.7$1.0 million for the same period of 2015.2016. The increasedecrease was primarily due to increaseddecreased short term investments during the period.

 

Interest Expenses

 

The interest expenses for the three months ended September 30, 2016, decreased2017, increased by $0.2$0.6 million to $0.2$0.8 million from $0.4$0.2 million for the same period of 2015.2016. The interest expenses for the nine months ended September 30, 2016, decreased2017, increased by $0.3$1.3 million to $0.5$1.8 million from $0.8$0.5 million for the same period of 2015,2016, mainly due to decreasedincreased interest rate and decreasedincreased amount of average loans outstanding during the period. In addition, the interest expenses related to the discount of bank acceptance notes received from customers also decreased.

 

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.

 


In 2009, the Joint Venture was 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 nine months ended September 30, 20162017 is 15%.

 

Income tax expense was $0.4$1.6 million for the three months ended September 30, 2016,2017, as compared to $0.4 million for the three months ended September 30, 2015.2016. Income tax expense was $4.2 million for the nine months ended September 30, 2017, as compared to $1.7 million for the nine months ended September 30, 2016, as compared to $2.2 million for the nine months ended September 30, 2015.2016.

 

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 noncontrolling interest in subsidiaries amounted to both$1.0 million and $0.4 million for the third fiscal quarter ended September 30, 2017 and 2016, and 2015.respectively. Net income attributable to non-controlling interest in subsidiaries amounted to $1.2$2.4 million and $0.7$1.2 million for the nine months ended September 30, 20162017 and 2015,2016, respectively.

 


Net Income Attributable to Stockholders

 

The net income attributable to stockholders for the fiscal quarter ended September 30, 2016,2017, increased by $1.2$5.4 million, to $3.2$8.6 million from $2.0$3.2 million for the fiscal quarter ended September 30, 20152016 due to the factors discussed above. The net income attributable to stockholders for the nine months ended September 30, 2016,2017, increased by $3.5$10.5 million, to $10.9$21.4 million from $7.4$10.9 million for the nine months ended September 30, 20152016 due to the factors discussed above. Earnings per share (“EPS”), both basic and diluted, for the fiscal quarter ended September 30, 2017 and 2016, were $0.44 and 2015, were $0.17, and $0.11, respectively. EPS, both basic and diluted, for the nine months ended September 30, 2017 and 2016, were $1.11 and 2015, were $0.57, and $0.38, respectively. The increase was primarily due to increased sales and gross profit.

 

FINANCIAL CONDITION

 

Liquidity and Capital Resources

 

As of September 30, 2016,2017, the Company had cash and cash equivalents of $7.5$7.7 million, as compared to cash and cash equivalents of $30.2$8.1 million as of December 31, 2015.2016. The Company had working capital of $97.5$97.2 million on September 30, 2016,2017, as compared to working capital of $169.8$100.3 million on December 31, 2015,2016, reflecting current ratios of 1.80:1.45:1 and 2.73:1.72:1, respectively.

26 

OPERATING - Net cash provided by operating activities was $3.3$15.0 million for nine months ended September 30, 2016 a decrease2017, an increase of $35.7$11.7 million, as compared with $39.0$3.3 million of net cash provided in operating activities in the same period in 2015.2016. Such decreaseincrease was primarily due to the increased cash outflow resulted by changes in bank acceptance notessales and deposits received from customers and accounts receivable.customers.

 

INVESTING - During the nine months ended September 30, 2016,2017, the Company expended net cash of $44.1$43.9 million in investing activities mainly for short term investments.acquisitions of property, plant, and equipment and land use rights. For the nine months ended September 30, 2015, the Company used2016, net cash of $57.4$44.1 million inwas provided by investing activities.

 

FINANCING - During the nine month period ended September 30, 2016,2017, the net cash provided in financing activities was $28.1 million. Net cash used in financing activities was $70.4 million. Cash provided by financing activities was $10.5 million for the nine months ended September 30, 2015.

2016.

 

The Company has taken a number of steps to improve the management of itsour cash flow. We place more emphasis on collection of accounts receivable from our customers. Wecustomers, 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 finance our working capital requirements forin the foreseeable future.

 


OFF-BALANCE SHEET ARRANGEMENTS

 

As of September 30, 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.

 

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. TheIn 2007, the Company purchased the land use rights from the Ruili Group, a related party. The Company also purchased the 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 reductionDevelopment Zone Facility. The value for the Dongshan Facility and Development Zone Facility were appraised to be RMB125 million (approximately $19.1 million) and RMB626 million (approximately $95.6 million), respectively. As of Sep 30, 2017, total amount of RMB481 million (approximately 73.5 million) was paid to the Ruili Group in or exemption frominstallments, and the tax being sought by the government in connection with the transferremaining RMB20 million (approximately $3.0 million) will be paid within 10 days of completion of the land use rights. Becauserequired procedures for transferring the title of the change in personnel 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, the land use right certificatefacilities 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 plan to conclude negotiations with the government and to obtain the land use rights certificate as soon as practicable.specified in the 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.

 


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.

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.        No third party would oppose the Company’s use of the land, because no third party has any interest in the land use right or property ownership right, other than the Ruili Group and the government.

2.No third party would oppose the Company’s use of the land, because no third party has any interest in the land use right or property ownership right, other than the Ruili Group and the government.

 

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

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

 

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 is 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.

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 is 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.

 

c)       The Company has reserved tax payables in the amount of RMB 4,560,000 (approximately US$724,580) 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 considered 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.

c)The Company has reserved tax payables in the amount of RMB 19,590,000 (approximately $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 considered 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.

 

CONTRACTUAL OBLIGATIONS

 

As of September 30, 2016,2017, we had no material changes outside the ordinary course of business in our contractual obligations


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 September 30, 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 September 30, 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 September 30, 20162017 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

 

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.

29 

 

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)

101.1NS 
EX-101.INSXBRL Instance Document
  
EX-101.SCH101.SCHXBRL Taxonomy Extension Schema Document
  
EX-101.CAL101.CALXBRL Taxonomy Extension Calculation Linkbase Document
  
EX-101.DEF101.DEFXBRL Taxonomy Extension DefinitionDefinitions Linkbase Document
  
EX-101.LAB101.LABXBRL Taxonomy Extension Label Linkbase Document
  
EX-101.PRE101.PREXBRL Taxonomy Extension Presentation 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.

 


SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

Dated :Dated: November 14, 20162017SORL AUTO PARTS, INC.
 
 By: /s//s/ Xiao Ping Zhang
 

Name: Xiao Ping Zhang

 Title: Chief Executive Officer
 (Principal Executive Officer)

 
By: /s//s/ Zong Yun Zhou
 

Name: Zong Yun Zhou

 

Title: Chief Financial Officer


(Principal Accounting Officer)