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 JuneSeptember 30, 2017

 

¨

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. 2666 Kaifaqu Avenue

Ruian Economic Development District

Rui’anRuian City, Zhejiang Province

People’s Republic of China

(Address of principal executive offices)

 

 

 

86-577-6581-7720

(Registrant’s telephone number)

 

 

 

Indicate by check mark whether the registrant (1) filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

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¨

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 AugustNovember 14, , 2017 there were 19,304,921shares19,304,921 shares of Common Stock outstandingoutstanding.

 

 

 

 

 

 

SORL AUTO PARTS, INC.

FORM 10-Q

For the Quarter Ended JuneSeptember 30, 2017

 

INDEX

 

  Page
   
PART I.FINANCIAL INFORMATION (Unaudited) 3
   
Item 1.Financial Statements: 
Item 1.Financial Statements:3
   
 Consolidated Balance Sheets as of JuneSeptember 30, 2017 (Unaudited) and December 31, 20163
   
 Consolidated Statements of Income and Comprehensive Income for the Three and SixNine Months Ended JuneSeptember 30, 2017 and 2016 (Unaudited)4
   
 Consolidated Statements of Cash Flows for the SixNine Months Ended JuneSeptember 30, 2017 and 2016 (Unaudited)5
   
 Consolidated Statements of Changes in Equity for the Six monthsNine Months Ended JuneSeptember 30, 2017 (Unaudited)6
   
 Notes to Consolidated Financial Statements (Unaudited)7
   
Item 2.Management’s Discussion and Analysis or Financial Condition and Results of Operations1922
   
Item 3.Quantitative and Qualitative Disclosures About Market Risk2531
   
Item 4.Controls and Procedures2531
   
PART II.OTHER INFORMATION26
   
Item 1.PART II.Legal Proceedings.OTHER INFORMATION2631
   
Item 1A.1.Risk Factors.Legal Proceedings.2631
   
Item 1A.Risk Factors.31
Item 2.Unregistered Sales of Equity Securities and Use of Proceeds.2631
   
Item 3.Defaults Upon Senior Securities.2632
   
Item 4.Mine Safety Disclosures.2632
   
Item 5.Other Information.2632
   
Item 6.Exhibits2632
   
SIGNATURES2733

 

2

 

 

SORL Auto Parts, Inc. and Subsidiaries

Consolidated Balance Sheets

JuneSeptember 30, 2017 and December 31, 2016

 

 June 30, 2017  December 31, 2016  September 30, 2017  December 31, 2016 
 (Unaudited)     (Unaudited)    
Assets                
Current Assets                
Cash and cash equivalents US$7,892,336  US$8,057,155  US$7,653,174  US$8,057,155 
Accounts receivable, net, including $0 and $5,025,509 from related parties at June 30, 2017 and December 31, 2016, respectively  121,195,863   102,129,294 
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  55,051,719   42,697,276   66,563,935   42,697,276 
Inventories  84,010,792   65,776,517   83,079,686   65,776,517 
Prepayments, current  5,505,494   10,797,601 
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  362,390   5,476,621   700,974   5,476,621 
Other current assets  4,402,609   1,124,608   6,632,395   1,124,608 
Deferred tax assets  3,282,926   3,210,575   3,312,529   3,210,575 
Total Current Assets  281,704,129   239,269,647   314,572,652   239,269,647 
                
Property, plant and equipment, net  64,897,237   53,737,706   72,977,873   53,737,706 
Land use rights, net  8,364,804   8,309,333   14,796,670   8,309,333 
Intangible assets, net  7,279   11,438   5,263   11,438 
Prepayments, non-current  16,530,890   -   9,184,597   - 
Total Non-current Assets  89,800,210   62,058,477   96,964,403   62,058,477 
Total Assets US$371,504,339  US$301,328,124  US$411,537,055  US$301,328,124 
                
Liabilities and Equity                
Current Liabilities                
Accounts payable and bank acceptance notes to vendors, including $4,063,994 and $1,953,707 due to related parties at June 30, 2017 and December 31, 2016, respectively US$66,616,160  US$65,672,626 
Deposit received from customers  31,797,486   22,733,742 
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  47,005,701   27,416,376   77,779,094   27,416,376 
Income tax payable  1,466,131   996,522   1,972,847   996,522 
Accrued expenses  17,999,096   20,103,392   19,981,863   20,103,392 
Due to related party  23,299,371   -   4,129,808   - 
Other current liabilities  2,517,997   2,013,943   2,695,541   2,013,943 
Total Current Liabilities  190,701,942   138,936,601   217,339,606   138,936,601 
                
Total Liabilities  190,701,942   138,936,601   217,339,606   138,936,601 
                
Equity                
Preferred stock - no par value; 1,000,000 authorized; none issued and outstanding as of June 30, 2017 and December 31, 2016  -   - 
Common stock - $0.002 par value; 50,000,000 authorized, 19,304,921 issued and outstanding as of June 30, 2017 and December 31, 2016  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)  (28,582,654)  (28,582,654)  (28,582,654)
Reserves  16,414,768   15,129,935   17,273,279   15,129,935 
Accumulated other comprehensive income  9,838,499   6,117,042   13,308,933   6,117,042 
Retained earnings  157,916,027   146,352,530   165,642,629   146,352,530 
Total SORL Auto Parts, Inc. Stockholders' Equity  155,625,249   139,055,462   167,680,796   139,055,462 
Noncontrolling Interest In Subsidiaries  25,177,148   23,336,061 
Noncontrolling Interest in Subsidiaries  26,516,653   23,336,061 
Total Equity  180,802,397   162,391,523   194,197,449   162,391,523 
Total Liabilities and Equity US$371,504,339  US$301,328,124  US$411,537,055  US$301,328,124 

 

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

 

3

 

 

SORL Auto Parts, Inc. and Subsidiaries

Consolidated Statements of Income and Comprehensive Income

For Thethe Three and SixNine Months Ended JuneSeptember 30, 2017 and 2016 (Unaudited)

 

  Three Months Ended June 30,  Six Months Ended June 30, 
  2017  2016  2017  2016 
             
Sales US$90,214,630  US$73,535,732  US$164,110,411  US$127,372,460 
Include: sales to related parties  900,859   3,968,105   3,927,783   6,548,951 
Cost of sales  66,507,343   52,941,316   119,855,419   92,338,965 
Gross profit  23,707,287   20,594,416   44,254,992   35,033,495 
                 
Expenses:                
Selling and distribution expenses  8,985,562   7,125,085   14,594,185   12,687,517 
General and administrative expenses  4,710,522   4,909,129   8,755,435   11,838,987 
Research and development expenses  2,481,563   2,379,962   4,536,659   4,123,649 
Total operating expenses  16,177,647   14,414,176   27,886,279   28,650,153 
                 
Other operating income, net  1,253,856   1,484,939   2,042,324   2,399,144 
                 
Income from operations  8,783,496   7,665,179   18,411,037   8,782,486 
                 
Interest income  11,475   925,586   22,025   1,013,688 
Government grants  84,395   140,255   113,304   145,012 
Other income  50   845,165   714   890,754 
Interest expenses  (542,176)  (126,113)  (1,023,336)  (300,573)
Other expenses  (442,608)  (129,663)  (650,139)  (767,292)
                 
Income before income taxes provision  7,894,632   9,320,409   16,873,605   9,764,075 
                 
Income taxes provision  1,311,509   1,277,277   2,597,683   1,242,453 
                 
Net income US$6,583,123  US$8,043,132  US$14,275,922  US$8,521,622 
                 
Net income attributable to noncontrolling interest in subsidiaries  658,312   804,313   1,427,592   852,162 
                 
Net income attributable to common stockholders US$5,924,811  US$7,238,819  US$12,848,330  US$7,669,460 
                 
Comprehensive income:                
                 
Net income US$6,583,123  US$8,043,132  US$14,275,922  US$8,521,622 
Foreign currency translation adjustments  3,223,520   (4,596,167)  4,134,952   (3,489,527)
Comprehensive income  9,806,643   3,446,965   18,410,874   5,032,095 
Comprehensive income attributable to noncontrolling interest in subsidiaries  980,664   344,696   1,841,087   503,209 
Comprehensive income attributable to common stockholders US$8,825,979  US$3,102,269  US$16,569,787  US$4,528,886 
                 
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$0.31  US$0.37  US$0.67  US$0.40 
                 
EPS - diluted US$0.31  US$0.37  US$0.67  US$0.40 

  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.

 

4

 

 

SORL Auto Parts, Inc. and Subsidiaries

Consolidated Statements of Cash Flows

For The Sixthe Nine Months Ended JuneSeptember 30, 2017 and 2016 (Unaudited)

 

 Six Months Ended June 30,  Nine Months Ended September 30, 
 2017  2016  2017  2016 
          
Cash Flows From Operating Activities                
Net income US$14,275,922  US$8,521,622  US$23,814,936  US$12,120,114 
Adjustments to reconcile net income to net cash used in operating activities:        
Adjustments to reconcile net income to net cash provided by operating activities:        
                
Allowance for doubtful accounts  381,715   5,399,425   759,854   6,328,318 
Depreciation and amortization  4,187,811   3,436,677   6,623,082   5,357,366 
Deferred income tax  4,566   (950,451)  42,583   (1,253,285)
                
Changes in assets and liabilities:                
Accounts receivable  (16,819,493)  (19,302,545)  (19,276,498)  (21,237,420)
Bank acceptance notes receivable  3,181,918   (14,353,761)  2,056,320   (22,588,093)
Other currents assets  (3,197,226)  566,936 
Other current assets  (2,317,124)  (360,110)
Inventories  (16,436,720)  14,139,460   (13,792,530)  8,225,129 
Prepayments, current  4,815,945   (7,284,955)  (1,312,081)  (5,240,758)
Prepaid capital lease interest  -   69,239   -   86,777 
Accounts payable and bank acceptance notes to vendors  (395,358)  1,817,414   1,347,005   15,400,637 
Income tax payable  438,458   1,466,704   909,912   1,153,011 
Deposits received from customers  8,402,222   3,782,517   16,516,529   4,217,264 
Other current liabilities and accrued expenses  (2,087,738)  535,090   (371,575)  1,086,934 
Net Cash Flows Used In Operating Activities  (3,247,978)  (2,156,628)
Net Cash Flows Provided By Operating Activities  15,000,413   3,295,884 
                
Cash Flows From Investing Activities                
Change in short term investments  -   57,261,374   -   60,567,408 
Acquisition and prepayments of property, plant, and equipment and land use rights  (29,561,593)  (7,315,047)
Advance to related party  -   (18,247,384)
Repayment of advance to related party  -   18,247,384 
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  5,198,792   377,608   4,871,113   (4,193,003)
Net Cash Flows Provided By (Used In) Investing Activities  (24,362,801)  50,323,935   (43,913,235)  44,107,814 
                
Cash Flows From Financing Activities                
Proceeds from bank loans  41,540,998   31,796,224   84,149,040   39,309,937 
Repayment of bank loans  (23,035,449)  (29,597,070)  (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)  -   (70,781,668)
Repayment of capital lease  -   (1,779,040)  -   (1,779,040)
Proceeds from related party  62,786,671   - 
Repayment to related party  (54,076,148)  - 
Net Cash Flows Provided By (Used In) Financing Activities  27,216,072   (70,361,554)  28,119,574   (70,361,554)
                
Effects on changes in foreign exchange rate  229,888   271,744   389,267   216,995 
                
Net change in cash and cash equivalents  (164,819)  (21,922,503)  (403,981)  (22,740,861)
                
Cash and cash equivalents - beginning of the period  8,057,155   30,230,828 
Cash and cash equivalents- beginning of the period  8,057,155   30,230,828 
                
Cash and cash equivalents - end of the period US$7,892,336  US$8,308,325  US$7,653,174  US$7,489,967 
                
Supplemental Cash Flow Disclosures:                
Interest paid US$785,502  US$450,677  US$1,255,540  US$575,349 
Income taxes paid US$2,154,659  US$1,288,659  US$3,272,909  US$2,340,720 
                
Non-cash Investing and Financing Transactions:        
Non-cash Investing and Financing Transactions        
Transfer of plant and land use right to entity under common control US$-  US$17,342,372  US$-  US$17,342,372 
Liabilities assumed in connection with the plant and land use right exchange US$-  US$5,351,196  US$-  US$5,351,196 
Loans from related party in the form of bank acceptance notes US$14,375,855  US$-  US$23,515,527  US$- 

 

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

 

5

 

 

SORL Auto Parts, Inc. and Subsidiaries

Consolidated Statements of Changes in Equity

For The Sixthe Nine Months Ended JuneSeptember 30, 2017 (Unaudited)

 

      Additional       Accumulated
Other
 Total SORL Auto      
 Number of Common Paid-in     Retained Comprehensive Parts, Inc. Noncontrolling    
 Share  Stock  Capital  Reserves  Earnings  Income  Stockholders' Equity  Interest  Total Equity  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   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  -   -   -   -   12,848,330   -   12,848,330   1,427,592   14,275,922   -   -   -   -   21,433,443   -   21,433,443   2,381,493   23,814,936 
                                                                        
Foreign currency translation adjustment  -   -   -   -   -   3,721,457   3,721,457   413,495   4,134,952   -   -   -   -   -   7,191,891   7,191,891   799,099   7,990,990 
                                                                        
Transfer to reserve  -   -   -   1,284,833   (1,284,833)  -   -   -   -   -   -   -   2,143,344   (2,143,344)  -   -   -   - 
                                                                        
Balance as of June 30, 2017  19,304,921  $38,609  $(28,582,654) $16,414,768  $157,916,027  $9,838,499  $155,625,249  $25,177,148  $180,802,397 
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 statementsstatements.

 

6

 

 

SORL Auto Parts, Inc. and Subsidiaries

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

JuneSeptember 30, 2017

(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 2,000 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 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.

 

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, 2016 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, 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, 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.


7

(2)SIGNIFICANT ACCOUNTING POLICIES

 

a. ACCOUNTING METHOD

 

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

 

b. USE OF ESTIMATES

 

The preparation of financial statements in conformity with U.S generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. 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 bank loans, depositdeposits received from customers, income tax payable, accrued expenses and other current 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. 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.

 

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.


f. BANK ACCEPTANCE NOTES RECEIVABLE

 

Bank acceptance notes receivable, generally due within six 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, and the notes issued by the customers of Ruili Grouprelated parties and transferred to the Company as loans from related party.parties. Bank acceptance notes do not bear interest. As of JuneSeptember 30, 2017 and December 31, 2016, bank acceptance notes receivable in the amount of $45,552,031$54,781,712 and $32,916,198, respectively, were pledged to banks to issue either short term bank loans or bank acceptance notes to vendors. The banks charge discount fees if the Company chooses to discount the bank acceptance notes for cash before the maturity of the notes and such discount fees are included in interest expenses.

8

 

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 or determinable, and collection is reasonably assured. Revenue consists of the invoice value for the sale of goods 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.

 

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.

 

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 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.

 

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

9

 

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 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 four other related parties, Guangzhou Kormee Automotive Electronic Control Technology Co., Ltd. (“Guangzhou Kormee”), Ruian Kormee Automobile 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 and 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 forduring the three and sixnine months ended JuneSeptember 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 

  Three Months Ended June 30,  Six Months Ended June 30, 
  2017  2016  2017  2016 
PURCHASES FROM:                
Guangzhou Kormee Automotive Electronic Control Technology Co., Ltd. $989,679  $294,970  $1,325,606  $687,894 
Ruian Kormee Automobile Braking Co., Ltd.  401,132   226,591   756,803   357,104 
Ruili MeiLian Air Management System (LangFang) Co., Ltd.  1,373,241      2,156,311    
Shanghai Dachao Electric Technology Co., Ltd.        55,230   33,744 
Ruili Group Co., Ltd.  1,382,956   1,079,955   2,509,674   1,945,753 
Total Purchases $4,147,008  $1,601,516  $6,803,624  $3,024,495 
                 
SALES TO:                
Guangzhou Kormee Automotive Electronic Control Technology Co., Ltd. $972,084  $1,026,611  $1,749,441  $1,644,457 
Ruian Kormee Automobile Braking Co., Ltd.  12,187      12,187   573 
Ruili MeiLian Air Management System (LangFang) Co.,Ltd  388,287      388,287    
Ruili Group Co., Ltd.  900,859   3,968,105   3,927,783   6,548,951 
Total Sales $2,273,417  $4,994,716  $6,077,698  $8,193,981 

During the three and six months ended June 30, 2017 and 2016, for the sales mentioned above, the sales to Guangzhou Kormee, Ruian Kormee and Ruili MeiLian were sales of scrap materials and parts, 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.

  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  $ 

 

10

11 

 

 

  June 30,  December 31, 
  2017  2016 
ACCOUNTS RECEIVABLE FROM RELATED PARTIES        
Ruili Group Co., Ltd. $  $4,361,010 
Guangzhou Kormee Automotive Electronic Control Technology Co., Ltd.     664,499 
Total $  $5,025,509 
         
ACCOUNTS PAYABLE AND BANK ACCEPTANCE NOTES TO RELATED PARTIES        
Ruian Kormee Automobile Braking Co., Ltd. $832,606  $628,310 
Guangzhou Kormee Automotive Electronic Control Technology Co., Ltd.  1,161,913    
Shanghai Dachao Electric Technology Co., Ltd.  280   100,441 
Ruili MeiLian Air Management System (LangFang) Co., Ltd  2,069,195   1,224,956 
Total $4,063,994  $1,953,707 

DUE TO RELATED PARTY

DueThe balance of advances to related party consistedrepresents 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 the following:$8,919,241. The effect of changes in foreign exchange rate is $92,459.

 

  June 30,  December 31, 
  2017  2016 
Ruili Group Co., Ltd. $23,299,371  $ 
Total $23,299,371  $ 

The balance of due to related party represents the loans the Company obtained from Ruili Group in the form of cash and bank acceptance notesrelated parties for working capital purposes. The loans owed to theborrowings from related partyparties are interest free, unsecured and repayable on demand. During the sixnine months endedJune September 30, 2017, the Company obtained the loans from related parties in the amount of $62,786,671$93,191,843 in cash, including $5,829,744 from Ruian Kormee and $14,375,855$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 repaid $54,076,148 in cash.$111,329,321 to Ruili Group, during the nine months ended September 30, 2017. The effect of changes in foreign exchange rate is $212,993.$494,067.

11

 

The Company entered into a lease agreement with Ruili Group, see Note KM for more details.

 

The Company provided a guarantee for the credit line granted to Ruili Group by Bank of Ningbo in the amount of RMB 150,000,000 (approximately $21,623,180) for the period from May 30, 2016 to May 14, 2017. As of JuneSeptember 30, 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 the China Merchants Bank in the amount of RMB 50,000,000 (approximately $7,699,889) for a period from July 29, 2015 until two years after the due date of each loan withdrawn by Ruili Group under the credit line. The credit line was replaced by the one issued by the same bank in the amount of RMB 40,000,000 (approximately $5,766,181) for a period of 12 months starting on October 24, 2016, the guarantee of which was continued to be provided by the Company as of JuneSeptember 30, 2017.2017 and will expire on April 18, 2018.

 

The Company provided a guarantee for the credit line granted to Ruili Group by China Guangfa Bank in the amount of RMB 200,000,000 (approximately $28,830,907) for the period from May 22, 2016 to May 22, 2017. As of JuneSeptember 30, 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 a maximum amount of RMB 69,000,000 (approximately $10,092,000) for the period from November 16, 2016 to NovemberJanuary 16, 2018.

 

The Company provided a guarantee for the credit line granted to Ruili Group by Bank of Ningbo in a maximum amount of RMB 180,000,000 (approximately $26,328,000) for the period from June 30, 2017 to June 30, 2020.

 

The Company has short term bank loans guaranteed or pledged by related parties. See Note IK for more details.

 

12 

NOTE EF - ACCOUNTS RECEIVABLE, NET

 

Accounts receivable, net, consisted of the following:

 

 June 30, December 31,  September 30, December 31, 
 2017  2016  2017  2016 
Accounts receivable $133,548,015  $113,815,711  $138,797,272  $113,815,711 
Less: allowance for doubtful accounts  (12,352,152)  (11,686,417)  (12,990,117)  (11,686,417)
Accounts receivable, net $121,195,863  $102,129,294  $125,807,155  $102,129,294 

 

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

 

  June 30,  December 31, 
  2017  2016 
Beginning balance $11,686,417  $12,075,402 
Add: increase to allowance  381,715   395,491 
Effects on changes in foreign exchange rate  284,020   (784,476)
Ending balance $12,352,152  $11,686,417 

12

  September 30,  December 31, 
  2017  2016 
Beginning balance $11,686,417  $12,075,402 
Add: increase to allowance  759,854   395,491 
Effects on changes in foreign exchange rate  543,846   (784,476)
Ending balance $12,990,117  $11,686,417 

 

NOTE F –G - INVENTORIES

 

At JuneOn September 30, 2017 and December 31, 2016, inventories were consisted of the following:

 

  June 30,  December 31, 
  2017  2016 
Raw materials $21,829,534  $20,121,513 
Work-in-process  13,134,775   14,843,653 
Finished goods  49,046,483   30,811,351 
Total inventories $84,010,792  $65,776,517 

  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 at Juneon September 30, 2017 and December 31, 2016:

 

 June 30, December 31,  September 30, December 31, 
 2017  2016  2017  2016 
Machinery $103,063,924  $87,694,677  $111,277,530  $87,694,677 
Molds  1,288,032   1,257,841   1,314,717   1,257,841 
Office equipment  2,097,303   2,021,982   2,385,454   2,021,982 
Vehicles  2,980,904   2,246,203   3,291,065   2,246,203 
Buildings  16,206,613   15,826,738   19,042,848   15,826,738 
Leasehold improvements  469,572   458,566   479,301   458,566 
Sub-total  126,106,348   109,506,007   137,790,915   109,506,007 
                
Less: accumulated depreciation  (61,209,111)  (55,768,301)  (64,813,042)  (55,768,301)
                
Property, plant and equipment, net $64,897,237  $53,737,706  $72,977,873  $53,737,706 

 

Depreciation expense charged to operationsincurred was $4,041,628$6,353,494 and $3,265,445$5,110,014 for the sixnine months ended JuneSeptember 30, 2017 and 2016, respectively.

 

In May 2016, the Company, through its principal operating subsidiary, entered into a Purchase Agreement (the “Purchase Agreement”) with Ruili Group, pursuant to which the Company agreed to exchange the land use rights and factory facilities located at No. 1169 Yumeng Road, Rui'an Economic Development Zone, Rui'anRui'An City, Zhejiang Province, the People's Republic of China (the “Dongshan Facility”), purchased in 2007 from Ruili Group, plus RMB 501.0501.00 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, the People’s Republic of China (the “Development Zone Faciliy”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 Company reserved the relevant tax amount of RMB 4,560,0004.56 million (approximately $745,220)$0.75 million) for the Dongshan Facility and RMB 15.015.00 million (approximately $2.3$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 transactions, which the Company considered as the most probable amount of tax liability.

 

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, 2017. The title of the plants and the associated land use rights was transferred in July 2017. The allocated costs for the land use rights 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.

13

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 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 of the Development Zone Facility. Also see Note H for more details.

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 title of the plants and land use rights was transferred in July 2017. The allocated cost for the land 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 RMB 10.01 million (approximately $1.51 million) as down payment and RMB 20.00 million (approximately $3.01 million) as a refundable deposit to purchase the land use rights for the land located at the intersection of 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

 

Deferred tax assets were consisted of the following as of JuneSeptember 30, 2017 and December 31, 2016:

 

 June 30, December 31,  September 30, December 31, 
 2017  2016  2017  2016 
Deferred tax assets - current                
        
Allowance for doubtful accounts $1,922,409  $1,798,894  $2,019,545  $1,798,894 
Revenue (net of cost)  26,995   76,719   (128,438)  76,719 
Unpaid accrued expenses  216,951   357,352   237,055   357,352 
Warranty  1,116,571   977,610   1,184,367   977,610 
Deferred tax assets  3,282,926   3,210,575   3,312,529   3,210,575 
Valuation allowance            
        
Deferred tax assets - current $3,282,926  $3,210,575  $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 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 JuneSeptember 30, 2017 and December 31, 2016:

 

  June 30,  December 31, 
  2017  2016 
Secured $47,005,701  $27,416,376 
  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, China Zheshang Bank, Industrial and Commercial Bank of China, Oversea-Chinese Banking Corporation Limited and China Construction Bank, respectively, to finance general working capital as well as new equipment acquisition.acquisitions. Interest raterates for the loans outstanding during the sixnine months ended JuneSeptember 30, 2017 ranged from 0.55% to 4.60%5.22% per annum. The maturity dates of the loans existing as of JuneSeptember 30, 2017 ranged from July 3,October 2, 2017 to June 14,September 26, 2018. As of JuneSeptember 30, 2017 and December 31, 2016, the Company’s accounts receivables of $4,480,490$6,349,443 and $4,484,755, respectively, were pledged as collateral under loan arrangements. In addition, the Company also pledged bank acceptance notes of $11,350,540 as collateral under loan arrangements, as of June 30, 2017. The interest expenses for short-term bank loans were $542,176$804,499 and $82,431$214,974 for the three months ended JuneSeptember 30, 2017 and 2016, respectively. The interest expenses, for short-term bank loansincluding discount fees, were $1,003,088$1,827,835 and $158,129$515,547 for the sixnine months ended JuneSeptember 30, 2017 and 2016, respectively.

14

As of JuneSeptember 30, 2017, corporate or personal guarantees provided for those bank loans were as follows:

 

$2,588,616  Guaranteed by Ruili Group, a related party5,611,817  Guaranteed by Ruili Group, a related party.
    
$2,035,605  Pledged by Ruili Group, a related party, with its land and buildings. Guaranteed by Ruili Group, a related party, and Mr. Xiao Ping Zhang and Ms. Shu Ping Chi, both of who are the Company’s principal stockholders.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.
    
$2,884,388  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.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.
    
$6,889,171  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.24,861,004  Pledged by the Company with its bank acceptance notes.
    
$11,350,540  Pledged by the Company with its bank acceptance notes.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.
    
$11,809,164  Pledged by Hangzhou Ruili Zhiye Development Ltd., a related party under common control of Ruili Group, with its property. Guaranteed by Mr. Xiao Ping Zhang and Ms. Shu Ping Chi, both 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.
    
$5,904,582  Pledged by the Company with its land and property. Guaranteed by Ruili Group, a related party, and Mr. Xiao Ping Zhang, who is the Company’s principal stockholder.1,506,728  Pledged by Ruili Group, a related party, with its land and buildings.
    
$3,543,635  Pledged by the Company with its accounts receivable. 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.

 

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 sixnine months ended JuneSeptember 30, 2017 and 2016 is as follows:

 

  Six Months Ended
June 30, 2017
  Six Months Ended
June 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%  -10.0%
Effects of additional deduction allowed for R&D expenses  -1.90%  -3.16%
Effects of expenses not deductible for tax purposes  0.63%  0.51%
Other items  1.66%  0.37%
Effective tax rate  15.39%  12.72%

  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%
15


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 sixnine months ended JuneSeptember 30, 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 sixnine months ended JuneSeptember 30, 2017 and 2016, respectively, are summarized as follows:

  Six Months Ended
June 30, 2017
  Six Months Ended
June 30, 2016
 
       
Current $2,610,023  $2,203,680 
Deferred  (12,340)  (961,227)
         
Total $2,597,683  $1,242,453 

  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 JuneSeptember 30, 2017 and December 31, 2016.

 

NOTE KM – OPERATING LEASELEASES WITH RELATED PARTY

 

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).

 

The lease expenses were $487,794$684,252 and $796,829$1,402,658 for the sixnine months ended JuneSeptember 30, 2017 and 2016, respectively.

 

NOTE LN - WARRANTY CLAIMS

 

Warranty claims were $1,416,614$2,261,311 and $1,172,033$1,741,415 for the sixnine months ended JuneSeptember 30, 2017 and 2016, respectively. Warranty claims are classified as accrued expenses on the balance sheet. The movement of accrued warranty expenses for the sixnine months ended JuneSeptember 30, 2017 was as follows:

 

Beginning balance at January 1, 2017 $6,517,402  $6,517,402 
Aggregate increase for new warranties issued during current period  1,416,614   2,261,311 
Aggregate reduction for payments made  (657,227)  (1,207,221)
Effect of exchange rate fluctuation  167,016   324,288 
Ending balance at June 30, 2017 $7,443,805 
Ending balance at September 30, 2017 $7,895,780 

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.

 

16

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

 

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

 

 Six Months Ended June 30,  Nine Months Ended September 30, 
 2017  2016  2017  2016 
          
SALES TO EXTERNAL CUSTOMERS                
Commercial vehicles brake systems $136,869,275  $103,378,620  $223,937,534  $157,362,913 
Passenger vehicles brake systems  27,241,136   23,993,840   43,652,419   35,554,720 
                
Sales $164,110,411  $127,372,460  $267,589,953  $192,917,633 
        
INTERSEGMENT SALES                
Commercial vehicles brake systems $  $  $  $ 
Passenger vehicles brake systems            
                
GROSS PROFIT                
Commercial vehicles brake systems $36,979,900  $28,771,643  $61,485,066  $45,768,683 
Passenger vehicles brake systems  7,275,092   6,261,852   11,401,597   10,491,798 
Gross profit $44,254,992  $35,033,495  $72,886,663  $56,260,481 
        
Selling and distribution expenses  14,594,185   12,687,517   22,877,889   20,637,464 
General and administrative expenses  8,755,435   11,838,987   13,517,222   16,717,966 
Research and development expenses  4,536,659   4,123,649   7,477,902   6,533,540 
                
Other operating income, net  2,042,324   2,399,144   1,185,958   144,715 
                
Income from operations  18,411,037   8,782,486   30,199,608   12,516,226 
                
Interest income  22,025   1,013,688   38,175   1,047,667 
Government grants  113,304   145,012   1,119,337   569,041 
Other income  714   890,754   47,976   763,534 
Interest expenses  (1,023,336)  (300,573)  (1,827,835)  (515,547)
Other expenses  (650,139)  (767,292)  (1,536,921)  (582,820)
Income before income tax expense $16,873,605  $9,764,075  $28,040,340  $13,798,101 
                
CAPITAL EXPENDITURE                
Commercial vehicles brake systems $24,631,178  $5,914,317  $30,791,780  $9,994,389 
Passenger vehicles brake systems  4,930,415   1,400,730   6,090,790   2,272,202 
                
Total $29,561,593  $7,315,047  $36,882,570  $12,266,591 
                
DEPRECIATION AND AMORTIZATION                
Commercial vehicles brake systems $3,489,621  $2,792,836  $5,538,902  $4,375,484 
Passenger vehicles brake systems  698,190   643,841   1,084,180   981,882 
                
Total $4,187,811  $3,436,677  $6,623,082  $5,357,366 
        
 June 30, 2017  December 31, 2016 
   
TOTAL ASSETS        
Commercial vehicles brake systems $313,772,565  $248,023,179 
Passenger vehicles brake systems  57,731,774   53,304,945 
        
Total $371,504,339  $301,328,124 
        
 June 30, 2017  December 31, 2016 
   
LONG LIVED ASSETS        
Commercial vehicles brake systems $75,845,257  $51,080,332 
Passenger vehicles brake systems  13,954,953   10,978,145 
        
Total $89,800,210  $62,058,477 


  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 

 

17

20 

 

 

NOTE NP – CONTINGENCIES

 

(1) The 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 OQ – SUBSEQUENT EVENTS

On July 4, 2017, Ruian, a subsidiary of the Company, obtained the plants and associated land use rights it purchased from Yunding Holding Group Co., Ltd. in cash at a purchase price of RMB60.06 million (approximately US$8.87 million). The related stamp duty and deed tax were also fully paid by the Company as of June 30, 2017. The plants and associated land use rights will be used to meet Ruian's growing operational needs and is located in International Auto Parts District (east district), Tangxia Town, Ruian City, Zhejiang Province, China with a land use area of 33,141.00 square meters and a building floor area of 25,016.11 square meters. The land use rights will expire on March 23, 2046. The total cash payments are included as prepayments, non-current in the accompanying unaudited consolidated balance sheets.

 

During the subsequent period, the Company obtained totaling approximately $15,794,000 short term loans for the total amount of approximately $13,809,000 from Bank of China, Agricultural Bank of China, Oversea-Chinese Banking Corp.and Industrial Bank Co., and China Construction BankLtd. to finance general working capital as well as new non-current assets acquisitions.capital. Interest rates for those loans rangeranged from 2.75%4.10% to 4.39%5.22% per annum. The maturity dates of the loans existing as of the filing date ranged from December 9, 2017January 20, 2018 to August 8,October 11, 2018. As of the filing date, the Company pledged accounts receivable and bank acceptance notes of approximately $2,273,000 and $3,690,000, respectively,$1,387,000, as collateral under the above loan arrangements.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 totaling approximately $5,014,000$4,793,000 to Bank of China and Agricultural Bank of China.

 

18

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, 2016, which is available on the SEC’s website at www.sec.gov. Undue reliance should not be placed on these forward-looking statements that speak only as of the date hereof. We undertake no obligation to revise or update these forward-looking statements.

 

OVERVIEW

 

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

 

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, 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 OperationsRESULTS OF OPERATIONS

 

Sales

 

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

 

 Three Months Ended Three Months Ended 
 June 30, 2017  June 30, 2016  Three Months Ended Three Months Ended 
 (U.S.  dollars in millions)  September 30, 2017  September 30, 2016 
    (U.S.  dollars in millions) 
Commercial Vehicle Brake Systems $76.2   84.5% $59.3   80.6% $85.3   84.2% $52.5   82.4%
Passenger Vehicle Brake Systems $14.0   15.5% $14.2   19.4% $16.0   15.8% $11.2   17.6%
                                
Total $90.2   100.0% $73.5   100.0% $101.3   100.0% $63.7   100.0%

  Nine Months Ended  Nine Months Ended 
  September 30, 2017  September 30, 2016 
  (U.S.  dollars in millions) 
Commercial Vehicle Brake Systems $223.9   83.7% $157.3   81.6%
Passenger Vehicle Brake Systems $43.7   16.3% $35.6   18.4%
                 
Total $267.6   100.0% $192.9   100.0%

 

19

  Six Months Ended  Six Months Ended 
  June 30, 2017  June 30, 2016 
  (U.S.  dollars in millions) 
    
Commercial Vehicle Brake Systems $136.9   83.4% $103.4   81.2%
Passenger Vehicle Brake Systems $27.2   16.6% $24.0   18.8%
                 
Total $164.1   100.0% $127.4   100.0%

The sales were $90.2$101.3 million and $73.5$63.7 million for the three months ended JuneSeptember 30, 2017 and 2016, respectively, an increase of $16.7$37.6 million or 22.7%59.0%. The sales were $164.1$267.6 million and $127.4$192.9 million for the sixnine months ended JuneSeptember 30, 2017 and 2016, respectively, an increase of $36.7$74.7 million or 28.8%38.7%. The increase was mainly due to the increased sales of commercial vehicle brake systems.

 

The sales from Commercial Vehicle Brake Systems increased by $16.9$32.8 million or 28.5%62.5%, to $76.2$85.3 million for the secondthird fiscal quarter of 2017, compared to $59.3$52.5 million for the same period of 2016. The sales from Commercial Vehicle Brake Systems increased by $33.5$66.6 million or 32.4%42.3%, to $136.9$223.9 million for the sixnine months ended JuneSeptember 30, 2017, compared to $103.4$157.3 million for the sixnine months ended JuneSeptember 30, 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 decreasedincreased by $0.2$4.8 million or 1.4%42.9%, to $14.0$16.0 million for the secondthird fiscal quarter of 2017, compared to $14.2$11.2 million for the same period of 2016. The sales from Passenger Vehicle Brake Systems increased by $3.2$8.1 million or 13.3%22.8%, to $27.2$43.7 million for the sixnine months ended JuneSeptember 30, 2017, compared to $24.0$35.6 million for the same period of 2016. The increase was mainly due to the increase of passenger vehicle market.

 

A breakdown of the sales revenue for these markets for the secondthird fiscal quarter of the 2017 and 2016, respectively, is set forth below:

 

 Three
Months
 Percent Three
Months
 Percent    
 Ended of Ended of     Three Months   Three Months      
 June 30,
2017
  Total
Sales
  June 30,
2016
  Total
Sales
  Percentage
Change
  Ended Percent Ended Percent   
 (U.S. dollars in millions)     September 30, 2017  of Total Sales  September 30, 2016  of Total Sales  Percentage Change 
       (U.S. dollars in millions) 
China OEM market $47.3   52.4% $36.7   49.9%  28.9% $50.5   49.8% $29.6   46.5%  70.6%
China Aftermarket $22.7   25.2% $18.9   25.7%  20.1% $31.5   31.1% $17.9   28.1%  76.0%
International market $20.2   22.4% $17.9   24.4%  12.8% $19.3   19.1% $16.2   25.4%  19.1%
Total $90.2   100.0% $73.5   100.0%  22.7% $101.3   100.0% $63.7   100.0%  59.0%

 

20


 

A breakdown of thenet sales revenues for China OEM markets, China aftermarket and international market for the sixnine months ended JuneSeptember 30, 2017 and 2016, respectively, is set forth below:

 

  Six Months  Percent  Six Months  Percent    
  Ended  of  Ended  of    
  June 30,
2017
  Total
Sales
  June 30,
2016
  Total
Sales
  Percentage
Change
 
  (U.S. dollars in million)    
       
China OEM market $89.1   54.3% $64.9   50.9%  37.3%
China Aftermarket $40.8   24.9% $32.1   25.2%  27.1%
International market $34.2   20.8% $30.4   23.9%  12.5%
Total $164.1   100.0% $127.4   100.0%  28.8%

  Nine Months     Nine Months       
  Ended  Percent  Ended  Percent    
  September 30, 2017  of Total Sales  September 30, 2016  of Total Sales  Percentage Change 
  (U.S. dollars in million) 
China OEM market $141.8   53.0% $96.3   49.9%  47.2%
China Aftermarket $72.3   27.0% $49.9   25.9%  44.9%
International market $53.5   20.0% $46.7   24.2%  14.6%
Total $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 28.9%$20.9 million or 70.6%, fromto $50.5 million for the secondthird fiscal quarter of 2016,2017, compared to $47.3 million.$29.6 million for the same period of 2016. Our sales to the Chinese OEM market increased by 37.3% from$45.5 million or 47.2%, to $141.8 million for the sixnine months ended JuneSeptember 30, 2017, compared to $89.1 million.$96.3 million for the same period of 2016.

 

Our sales to the China aftermarket increased by $3.8$13.6 million or 20.1%76.0%, to $22.7$31.5 million for the secondthird fiscal quarter of 2017, compared to $18.9$17.9 million for the same period of 2016. Our sales to the China aftermarket increased by $8.7$22.4 million or 27.1%44.9%, to $40.8$72.3 million for the sixnine months ended JuneSeptember 30, 2017, compared to $32.1$49.9 million for the same period of 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 $2.3$3.1 million or 12.8%19.1%, to $20.2$19.3 million for the secondthird fiscal quarter of 2017, as compared to $17.9$16.2 million for the same period of 2016. Our export sales increased by $3.8$6.8 million or 12.5%14.6%, to $34.2$53.5 million for the sixnine months ended JuneSeptember 30, 2017, as compared to $30.4$46.7 million for the same period of 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 JuneSeptember 30, 2017 were $66.5$74.0 million, an increase of $13.6$29.2 million or 25.6%65.3% from $52.9$44.8 million for the three month period ended JuneSeptember 30, 2016. Cost of sales for the sixnine months ended JuneSeptember 30, 2017 were $119.9,$194.7 million, an increase of $27.5$58.0 million or 29.8%42.5% from $92.3$136.7 million for the same period inof 2016.

 

Our gross profit increased by 15.1%44.4% from $20.6$18.9 million for the three months ended June 30,period of 2016 to $23.7$27.3 million for the three month period ended JuneSeptember 30, 2017. Our gross profit increased by 26.3%29.6% from $35.0$56.3 million for the six months ended June 30,period of 2016 to $44.3$72.9 million for the samethree month period ofended September 30, 2017.

 

Gross margin decreased to 26.3%26.9% from 28.0%29.7% for the three monthsmonth period ended JuneSeptember 30, 2017 compared towith 2016. Gross margin decreased to 27.0%27.2% from 27.5%29.2% for the sixnine months ended JuneSeptember 30, 2017, as compared towith the same period of 2016. ToThe decrease was mainly due to the price increase of the raw materials and our further price promotion to strengthen our competitiveness and increase our market share we enhanced the price promotion for the sixnine months ended JuneSeptember 30, 2017. We intend to focus in 2017 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 JuneSeptember 30, 2017 was $55.6were $61.9 million, an increase of $13.1$25.3 million or 30.9%69.1% from $42.5$36.6 million for the same period last year.of 2016. Cost of sales from Commercial Vehicle Brake Systems for the sixnine months ended JuneSeptember 30, 2017 was $99.9were $162.5 million, an increase of $25.3$50.9 million or 33.9%45.6% from $74.6$111.6 million for the same period of 2016. The gross profit from Commercial Vehicle Brake Systems increased by 22.4%47.1% from $16.8$15.9 million for three month period ended JuneSeptember 30, 2016 to $20.6$23.4 million for the three month period ended JuneSeptember 30, 2017. The gross profit from Commercial Vehicle Brake Systems increased by 28.5%34.3% from $28.8$45.8 million for the sixnine months ended JuneSeptember 30, 2016 to $37.0$61.5 million for the same period ofnine months ended September 30, 2017. Gross margin from Commercial Vehicle Brake Systems decreased to 27.0%27.4% from 28.3%30.3% for the three months period ended JuneSeptember 30, 2017 compared to the three months period ended JuneSeptember 30, 2016. Gross margin from Commercial Vehicle Brake Systems decreased to 27.0%27.5% from 27.8%29.1% for the sixnine months ended JuneSeptember 30, 2017 compared with the same period of 2016.

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Cost of sales from Passenger Vehicle Brake Systems for the three months period ended JuneSeptember 30, 2017 was $10.9were $12.1 million, an increase of $0.4$3.9 million or 4.2%48.2% from $10.5$8.2 million for the three month period ended JuneSeptember 30, 2016. Cost of sales from Passenger Vehicle Brake Systems for the sixnine months ended JuneSeptember 30, 2017 was $20.0were $32.3 million, an increase of $2.3$7.2 million or 12.6%28.7% from $17.7$25.1 million for the same period of 2016. The gross profit from Passenger Vehicle Brake Systems decreasedincreased by 17.3%29.7% from $3.8$3.0 million for the three month period ended JuneSeptember 30, 2016 to $3.1$3.9 million for the three month period ended JuneSeptember 30, 2017. The gross profit from Passenger Vehicle Brake Systems increased by 16.2%8.7% from $6.3$10.5 million for the sixnine months ended JuneSeptember 30, 2016 to $7.3$11.4 million for the same period of 2017. Gross margin from Passenger Vehicle Brake Systems decreased to 22.3% from 26.6%24.4% for the three months ended JuneSeptember 30, 2017, as compared to 27.0% for the three months period ended JuneSeptember 30, 2016. Gross margin from Passenger Vehicle Brake Systems increaseddecreased to 26.7% from 26.1% for the sixnine months ended JuneSeptember 30, 2017, as compared withto 29.5% for the same period in 2016.

 


Selling and Distribution Expenses

 

Selling and distribution expenses were $9.0$8.3 million for the three months ended JuneSeptember 30, 2017, as compared to $7.1$7.9 million for the same period of 2016, an increase of $1.9$0.4 million or 26.1%5.1%. Selling and distribution expenses were $14.6$22.9 million for the sixnine months ended JuneSeptember 30, 2017, as compared to $12.7$20.6 million for the same period of 2016, an increase of $1.9$2.3 million or 15.0%11.2%. The increase was mainly due to increased freight expense and packaging expenses, repair fees, and product warranty fees.expenses.

 

As a percentage of sales revenue, selling expenses increaseddecreased to 10.0%8.2% for the three months ended JuneSeptember 30, 2017, as compared to 9.7%12.8% for the same period in 2016. As a percentage of sales revenue, selling expenses decreased to 8.9%8.5% for the sixnine months ended JuneSeptember 30, 2017, as compared to 10.0%10.9% for the same period in 2016.

 

General and Administrative Expenses

 

General and administrative expenses were $4.7$4.8 million for the three months ended JuneSeptember 30, 2017, as compared to $4.9 million for the same period of 2016, a decrease of $0.2$0.1 million or 4.0%2.0%. General and administrative expenses were $8.8$13.5 million for the sixnine months ended JuneSeptember 30, 2017, as compared to $11.8$16.7 million for the same period of 2016, a decrease of $3.0$3.2 million or 26.0%19.2%. The decrease was mainly due to the decrease in allowance for doubtful accountsbad debt expense for the sixnine months ended JuneSeptember 30, 2017.

 

As a percentage of sales revenue, general and administrative expenses decreased to 5.2%4.7% for the three months ended JuneSeptember 30, 2017, as compared to 6.7%7.9% for the same period in 2016. As a percentage of sales revenue, general and administrative expenses decreased to 5.3%5.1% for the sixnine months ended JuneSeptember 30, 2017, as compared to 9.3%8.8% for the same period in 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 JuneSeptember 30, 2017, research and development expenses were $2.5$2.9 million, as compared to $2.4 million for the same period of 2016, an increase of $0.1$0.5 million. For the sixnine months ended JuneSeptember 30, 2017, research and development expenses were $4.5$7.5 million, as compared to $4.1$6.5 million for the same period of 2016, an increase of $0.4$1.0 million.

 

Other Operating Income

 

Other operating income was $1.3$0.5 million for the three months ended JuneSeptember 30, 2017, as compared to $1.5$0.3 million for the three months ended JuneSeptember 30, 2016, a decreasean increase of $0.2 million. Other operating income was $2.0$1.2 million for the sixnine months ended JuneSeptember 30, 2017, as compared to $2.4$0.7 million for the sixnine months ended JuneSeptember 30, 2016, a decreasean increase of $0.4$0.5 million. The decreaseincrease was mainly due to a decreasean increase in sales of raw material scrap.

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Depreciation and Amortization

 

Depreciation and amortization expense increased to $2.2was $2.4 million for the three months ended JuneSeptember 30, 2017, compared with that of $1.7$1.9 million for the same period of 2016. Depreciation and amortization expenses increased to $6.6 million for the nine months ended September 30, 2017, compared with that of $5.4 million for the same period of 2016, an increase of $0.5 million. Depreciation and amortization expenses increased to $4.2 million for the six months ended June 30, 2017, compared with that of $3.4 million for the same period of 2016, an increase of $0.8$1.2 million. The increase in depreciation and amortization expenses was primarily due to the purchase of production equipment and the land and factory transaction with Ruili Group which occurred in May of 2016.

 

Interest income

 

The interest income for the three months ended JuneSeptember 30, 2017, decreased by $0.9$0.01 million to $0.01$0.02 million compared withfrom $0.03 million for the same period of 2016. The interest income for the sixnine months ended JuneSeptember 30, 2017, decreased by $0.96 million to $0.04 million from $1.0 million to $0.02 million, compared withfor the same period of 2016. The decrease was primarily due to the decreased short term investments during the period.

 

Interest Expenses

 

The interest expenses for the three months ended JuneSeptember 30, 2017, increased by $0.4$0.6 million to $0.5$0.8 million from $0.1$0.2 million for the same period of 2016. The interest expenses for the sixnine months ended JuneSeptember 30, 2017, increased by $0.7$1.3 million to $1.0$1.8 million from $0.3$0.5 million for the same period of 2016, mainly due to increased interest rate and increased amount of average loans outstanding during the period.

 

Income Tax

 

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

 

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 sixnine months ended JuneSeptember 30, 2017 is 15%.

 

Income tax expense was $1.3$1.6 million for the three months ended JuneSeptember 30, 2017, as compared to $1.3$0.4 million for the three months ended JuneSeptember 30, 2016. Income tax expense was $2.6$4.2 million for the sixnine months ended JuneSeptember 30, 2017, as compared to $1.2$1.7 million for the sixnine months ended JuneSeptember 30, 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 $0.7$1.0 million and $0.8$0.4 million for the secondthird fiscal quarter ended JuneSeptember 30, 2017 and 2016, respectively. Net income attributable to non-controlling interest in subsidiaries amounted to $1.4$2.4 million and $0.9$1.2 million for the sixnine months ended JuneSeptember 30, 2017 and 2016, respectively.

 


Net Income Attributable to Stockholders

 

The net income attributable to stockholders for the fiscal quarter ended JuneSeptember 30, 2017, decreasedincreased by $1.3$5.4 million, to $5.9$8.6 million from $7.2$3.2 million for the fiscal quarter ended JuneSeptember 30, 2016 due to the factors discussed above. The net income attributable to stockholders for the sixnine months ended JuneSeptember 30, 2017, increased by $5.1$10.5 million, to $12.8$21.4 million from $7.7$10.9 million for the sixnine months ended JuneSeptember 30, 2016 due to the factors discussed above. Earnings per share (“EPS”), both basic and diluted, for the fiscal quarter ended JuneSeptember 30, 2017 and 2016, were $0.31$0.44 and $0.37,$0.17, respectively. EPS, both basic and diluted, for the sixnine months ended JuneSeptember 30, 2017 and 2016, were $0.67$1.11 and $0.40,$0.57, respectively. The increase was primarily due to increased sales and gross profit.

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FINANCIAL CONDITION

 

Liquidity and Capital Resources

 

As of JuneSeptember 30, 2017, the Company had cash and cash equivalents of $7.9$7.7 million, as compared to cash and cash equivalents of $8.1 million as of December 31, 2016. The Company had working capital of $91.0$97.2 million at Juneon September 30, 2017, as compared to working capital of $100.3 million aton December 31, 2016, reflecting current ratios of 1.48:1.45:1 and 1.72:1, respectively.

 

OPERATING - Net cash used inprovided by operating activities was $3.2$15.0 million for sixnine months ended JuneSeptember 30, 2017, an increase of $1.0$11.7 million, as compared with $2.2$3.3 million of net cash usedprovided in operating activities in the same period in 2016. Such increase was primarily due to the increased cash outflow resulted by changes in inventories.

sales and deposits received from customers.

 

INVESTING - During the sixnine months ended JuneSeptember 30, 2017, the Company expended net cash of $24.4$43.9 million in investing activities mainly for acquisitions of property, plant, and equipment and land use right.rights. For the sixnine months ended JuneSeptember 30, 2016, the Company received net cash of $50.3$44.1 million inwas provided by investing activities.

 

FINANCING - During the sixnine month period ended JuneSeptember 30, 2017, the net cash provided byin financing activities was $27.2$28.1 million. CashNet cash used in financing activities was $70.4 million for the sixnine months ended JuneSeptember 30, 2016.

 

The Company has taken a number of steps to improve the management of our cash flow. We place more emphasis on collection of accounts receivable from our customers, and we maintain good relationships with local banks. We believe that our current cash and cash equivalents and anticipated cash flow generated from operations and our bank lines of credit will be sufficient to finance our working capital requirements in the foreseeable future.

 


OFF-BALANCE SHEET ARRANGEMENTS

 

As of JuneSeptember 30, 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. In 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. On May 5, 2016, the Company entered into a Purchase Agreement with the Ruili Group through Ruian, pursuant to which the Company agreed to exchange the Dongshan Facility plus RMB501 million (approximately $76.5 million) in cash for Development 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 JuneSep 30, 2017, total amount of RMB481 million (approximately 73.5 million) was paid to the Ruili Group in installments, and the remaining RMB20 million (approximately $3.0 million) will be paid within 10 days of completion of the required procedures for transferring the title of the facilities and the land use rights as 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.

 

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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.

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 19,590,000 (approximately US$2,891,580)$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 JuneSeptember 30, 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 JuneSeptember 30, 2017 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 JuneSeptember 30, 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 JuneSeptember 30, 2017 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

 

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PART II OTHER INFORMATION

 

ITEM 1. LEGAL PROCEEDINGS

 

None.

 

ITEM 1A. RISK FACTORS

 

Not applicable.

 

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

 

None.


ITEM 3. DEFAULTS UPON SENIOR SECURITIES

 

None.

 

ITEM 4. MINE SAFETY DISCLOSURES

 

Not applicable.

 

ITEM 5. OTHER INFORMATION

 

None.

 

ITEM 6. EXHIBITS

 

3.1 Amended and Restated Articles of Incorporation, as further amended (approved May 27, 2010). (1)
   
3.2 Amended and Restated Bylaws effective as of March 14, 2009. (2)
   
31.1 Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
   
31.2 Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
   
32 Certification 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 XBRL Instance Document
   
101.SCH XBRL Taxonomy Extension Schema Document
   
101.CAL XBRL Taxonomy Extension Calculation Linkbase Document
   
101.DEF XBRL Taxonomy Extension Definitions Linkbase Document
   
101.LAB XBRL Taxonomy Extension Label Linkbase Document
   
101.PRE XBRL 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.

 

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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 : AugustDated: November 14, 2017SORL 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)

 

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