UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

 

FORM 10-Q

 

☒  Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

For the quarterly period ended March 31, 20192020

 

or

 

☐  Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

For the transition period from ______to______

 

Commission file number 001-33997

 

KANDI TECHNOLOGIES GROUP, INC.


(Exact name of registrant as specified in charter)

 

Delaware

 90-0363723
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
Jinhua City Industrial Zone
Jinhua, Zhejiang Province
People’s Republic of China
321016
(Address of principal executive offices)(Zip Code)

 

Jinhua City Industrial Zone
Jinhua, Zhejiang Province
People’s Republic of China
Post Code 321016
(Address of principal executive offices)

(86 - 579) 82239856
(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Title of each classTrading Symbol(s)Name of each exchange on
which registered
Common StockKNDINASDAQ Global Select Market

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒    No ☐

 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files)  Yes ☒    No ☐

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See definitions of “large accelerated filer,” “accelerated filer” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):

 

Large accelerated filer ☐

Accelerated filer ☒
Non-accelerated filer ☐Smaller reporting 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 ☐    No ☒

 

Securities registered pursuant to Section 12(b) of the Act:

Title of each classTrading Symbol(s)Name of each exchange on which registered
Common StockKNDINASDAQ

As of May 4, 2019,June 1, 2020, the registrant had 56,004,50256,273,102 shares of common stock issued and 52,580,84152,849,441 shares of common stock outstanding, par value $0.001 per share.

  

 

 

 

 

 

EXPLANATORY NOTE

Kandi Technologies Group, Inc. (“Kandi Technologies”) is filing this quarterly report on Form 10-Q after the May 11, 2020 (the “Original Due Date”) deadline applicable to it for the filing of a Form 10-Q for the quarter ended March 31, 2020 (the “Quarterly Report”) in reliance on the 45-day extension provided by an order issued by the U.S. Securities and Exchange Commission (the “SEC”) under Section 36 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), dated March 4, 2020 (Release No. 34-88318), as modified and superseded by a new SEC order issued on March 25, 2020 (Release No. 34-88465) (collectively, the “Order”).

On May 11, 2020, Kandi Technologies filed a Current Report on Form 8-K to indicate its intention to rely on the Order for such extension. Consistent with its statements made in the Form 8-K, Kandi Technologies was unable to file the Quarterly Report by the Original Due Date, and therefore relied on the Order. Due to the circumstances and uncertainty surrounding the effects of the COVID-19 pandemic on the business, employees, consultants and service providers of Kandi Technologies, and considering the lack of time for the compilation, dissemination and review of the information required to be presented and the importance of markets and investors receiving materially accurate information in the Quarterly Report, the Quarterly Report is hereby filed before the extended due date permitted under the Order, i.e., 45 days after the Original Due Date, or June 25, 2020.

TABLE OF CONTENTS

 

 Page
PART I — FINANCIAL INFORMATION
   
PART I — FINANCIAL INFORMATION
Item 1.Financial Statements1
   
 Condensed Consolidated Balance Sheets as of March 31, 20192020 (unaudited) and December 31, 201820191
   
 Condensed Consolidated Statements of Income (Loss)Operations and Comprehensive Income (Loss) (unaudited) – Three Months Ended March 31, 20192020 and 201820192
   
 Condensed Consolidated Statements of Changes in Stockholders’ Equity (unaudited) – Three–Three Months Ended March 31, 20192020 and 201820193
   
 Condensed Consolidated Statements of Cash Flows (unaudited) –Three Months Ended March 31, 20192020 and 201820194
   
Item 2.Management’s Discussion and Analysis of Financial Condition and Results of Operations3925
   
Item 3.Quantitative and Qualitative Disclosures about Market Risk5033
   
Item 4.Controls and Procedures5034
   
PART II — OTHER INFORMATION 
   
Item 1.Legal Proceedingsproceedings51
Item 1A.Risk Factors5135
   
Item 6.Exhibits5135

 

i

 

  

PART I — FINANCIAL INFORMATION

 

Item 1. Financial Statements.

 

KANDI TECHNOLOGIES GROUP, INC.
AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETSHEETS

   

 March 31,
2019
  December 31,
2018
  March 31,
2020
 December 31,
2019
 
 (UNAUDITED)     (UNAUDITED)   
Current assets          
Cash and cash equivalents $3,327,013  $15,662,201  $3,719,142  $5,490,557 
Restricted cash  5,134,661   6,690,870   6,034,751   11,022,078 
Accounts receivable (net of allowance for doubtful accounts of $138,678 and $120,010 as of March 31, 2019 and December 31, 2018, respectively)  49,397,918   34,274,728 
Inventories (net of provision for slow moving inventory of $829,523 and $840,701 as of March 31, 2019 and December 31, 2018, respectively)  27,223,890   21,997,868 
Accounts receivable (net of allowance for doubtful accounts of $250,325 and $254,665 as of March 31, 2020 and December 31, 2019, respectively)  53,896,084   61,181,849 
Inventories  30,172,551   27,736,566 
Notes receivable  -   72,712   -   42,487,225 
Notes receivable from the JV Company and related party  3,769,874   3,861,032 
Other receivables  2,662,856   1,264,323   44,265,730   5,019,971 
Prepayments and prepaid expense  10,864,614   11,136,408   10,407,639   10,615,063 
Due from employees  2,522   1,001 
Advances to suppliers  4,919,164   4,705,183 
Amount due from the JV Company, net  61,060,228   67,683,462 
Right - of - use asset  108,324   - 
Amount due from the Affiliate Company, net  20,026,310   31,330,763 
Other current assets  8,910,217   688,364 
TOTAL CURRENT ASSETS  168,471,064   167,349,788   177,432,424   195,572,436 
                
LONG-TERM ASSETS                
Property, plant and equipment, net  82,341,986   82,045,923   71,391,249   74,407,858 
Intangible assets  3,442,513   3,654,772 
Land use rights, net  11,954,930   11,749,728   11,000,953   11,272,815 
Deferred taxes assets  11,461   8,204 
Investment in the JV Company  126,492,405   128,929,893 
Investment in the Affiliate Company  45,337,659   47,228,614 
Goodwill  29,087,159   28,552,215   27,905,037   28,270,400 
Intangible assets  4,268,365   4,328,127 
Other long term assets  5,708,341   5,865,386   10,473,979   10,811,501 
TOTAL Long-Term Assets  259,864,647   261,479,476   169,551,390   175,645,960 
                
TOTAL ASSETS $428,335,711  $428,829,264  $346,983,814  $371,218,396 
                
CURRENT LIABILITIES                
Accounts payable $114,345,244  $112,309,683  $58,128,742  $72,093,940 
Other payables and accrued expenses  4,353,437   4,251,487   5,021,303   6,078,041 
Short-term loans  31,291,443   30,539,236   33,861,956   25,980,364 
Customer deposits  132,921   94,408 
Notes payable  6,300,010   12,787,619   2,962,921   10,765,344 
Income tax payable  2,046,046   3,471,366   1,761,101   1,796,601 
Due to employees  8,595   28,473 
Deferred income  1,362,082   1,340,605 
Lease liability  108,324   - 
Long term bank loans - current portion  13,544,782   13,779,641 
Other current liability  1,480,193   1,379,808 
Total Current Liabilities  159,948,102   164,822,877   116,760,998   131,873,739 
                
LONG-TERM LIABILITIES                
Long term bank loans  29,503,360   28,794,136   14,109,148   14,353,792 
Deferred taxes liability  1,711,343   1,711,343   1,362,786   1,362,786 
Contingent liability  7,167,000   7,256,000 
Contingent consideration liability  1,405,000   5,197,000 
Other long-term liability  -   622,034   564,366   574,152 
Total Long-Term Liabilities  38,381,703   38,383,513   17,441,300   21,487,730 
                
TOTAL LIABILITIES  198,329,805   203,206,390   134,202,298   153,361,469 
                
STOCKHOLDER’S EQUITY                
Common stock, $0.001 par value; 100,000,000 shares authorized; 56,004,502 and 55,992,002 shares issued and 52,580,841 and 51,484,444 outstanding at March 31,2019 and December 31,2018, respectively  52,581   51,484 
Common stock, $0.001 par value; 100,000,000 shares authorized; 56,273,102 and 56,263,102 shares issued and 52,849,441 and 52,839,441 outstanding at March 31, 2020 and December 31, 2019, respectively  52,849   52,839 
Less: Treasury stock (487,155 shares with average price of $5.09 at March 31, 2020 and December 31, 2019, respectively)  (2,477,965)  (2,477,965)
Additional paid-in capital  258,377,036   254,989,657   259,713,660   259,691,370 
Retained earnings (the restricted portion is $4,422,033 and $4,422,033 at March 31,2019 and December 31,2018, respectively)  (13,906,481)  (9,497,009)
Accumulated deficit (the restricted portion is $4,422,033 and $4,422,033 at March 31, 2020 and December 31, 2019, respectively)  (18,260,382)  (16,685,736)
Accumulated other comprehensive loss  (14,517,230)  (19,921,258)  (26,246,646)  (22,723,581)
TOTAL STOCKHOLDERS’ EQUITY  230,005,906   225,622,874   212,781,516   217,856,927 
                
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY $428,335,711  $428,829,264  $346,983,814  $371,218,396 

See accompanying notes to condensed consolidated financial statements


KANDI TECHNOLOGIES GROUP, INC.
AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND
COMPREHENSIVE INCOME (LOSS)
(UNAUDITED)

  Three Months Ended 
  March 31,
2020
  March 31,
2019
 
       
REVENUES FROM UNRELATED PARTY, NET $6,372,424  $16,334,963 
REVENUES FROM THE AFFILIATE COMPANY AND RELATED PARTY, NET  -   1,733,497 
         
REVENUES, NET  6,372,424   18,068,460 
         
COST OF GOODS SOLD  (5,205,165)  (14,932,023)
         
GROSS PROFIT  1,167,259   3,136,437 
         
OPERATING EXPENSES:        
Research and development  (640,240)  (537,433)
Selling and marketing  (878,306)  (618,003)
General and administrative  (3,066,735)  (2,039,528)
Total Operating Expenses  (4,585,281)  (3,194,964)
         
LOSS FROM OPERATIONS  (3,418,022)  (58,527)
         
OTHER INCOME (EXPENSE):        
Interest income  338,944   252,404 
Interest expense  (982,934)  (439,183)
Change in fair value of contingent consideration  3,792,000   89,000 
Government grants  11,099   47,724 
Gain from equity dilution in the Affiliate Company  -   4,365,390 
Share of loss after tax of the Affiliate Company  (1,102,770)  (9,949,158)
Other income, net  19,650   474,390 
Total other income (expense), net  2,075,989   (5,159,433)
         
LOSS BEFORE INCOME TAXES  (1,342,033)  (5,217,960)
         
INCOME TAX (EXPENSE) BENEFIT  (232,613)  808,488 
         
NET LOSS  (1,574,646)  (4,409,472)
         
OTHER COMPREHENSIVE INCOME (LOSS)        
Foreign currency translation  (3,523,065)  5,404,028 
         
COMPREHENSIVE INCOME (LOSS) $(5,097,711) $994,556 
         
WEIGHTED AVERAGE SHARES OUTSTANDING BASIC  52,361,077   51,565,287 
WEIGHTED AVERAGE SHARES OUTSTANDING DILUTED  52,361,077   51,565,287 
         
NET LOSS PER SHARE, BASIC $(0.03) $(0.09)
NET LOSS PER SHARE, DILUTED $(0.03) $(0.09)

 

See accompanying notes to condensed consolidated financial statements

 

1

 

  

KANDI TECHNOLOGIES GROUP, INC.

AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

(UNAUDITED)

  Number of
Outstanding
Shares
  Common
Stock
  Treasury
Stock
  Additional
Paid-in
Capital
  Accumulated
Deficit
  Accumulated
Other
Comprehensive
Income
  Total 
Balance, December 31, 2018  51,484,444  $51,484  $-  $254,989,657  $(9,497,009) $(19,921,258) $225,622,874 
Stock issuance and award  1,096,397   1,097   -   3,387,379   -   -   3,388,476 
Net loss  -   -   -   -   (4,409,472)  -   (4,409,472)
Foreign currency translation  -   -   -   -   -   5,404,028   5,404,028 
Balance, March 31, 2019  52,580,841  $52,581  $-  $258,377,036  $(13,906,481) $(14,517,230) $230,005,906 

  Number of
Outstanding
Shares
  Common
Stock
  Treasury
Stock
  Additional
Paid-in
Capital
  Accumulated
Deficit
  Accumulated
Other
Comprehensive
Income
  Total 
Balance, December 31, 2019  52,839,441  $52,839  $(2,477,965) $259,691,370  $(16,685,736) $(22,723,581) $217,856,927 
Stock issuance and award  10,000   10   -   22,290   -   -   22,300 
Net loss  -   -   -   -   (1,574,646)  -   (1,574,646)
Foreign currency translation  -   -   -   -   -   (3,523,065)  (3,523,065)
Balance, March 31, 2020  52,849,441  $52,849  $(2,477,965) $259,713,660  $(18,260,382) $(26,246,646) $212,781,516 

See accompanying notes to condensed consolidated financial statements.

KANDI TECHNOLOGIES GROUP, INC.
AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF INCOME (LOSS) AND
CASH FLOWS
COMPREHENSIVE INCOME (LOSS)
(UNAUDITED)

 

  Three Months Ended 
  March 31,
2019
  March 31,
2018
 
       
REVENUES FROM UNRELATED PARTY, NET  16,334,963   5,732,463 
REVENUES FROM THE JV COMPANY AND RELATED PARTY, NET  1,733,497   2,603,444 
         
REVENUES, NET  18,068,460   8,335,907 
         
COST OF GOODS SOLD  (14,932,023)  (6,989,956)
         
GROSS PROFIT  3,136,437   1,345,951 
         
OPERATING EXPENSES:        
Research and development  (537,433)  (757,298)
Selling and marketing  (618,003)  (748,225)
General and administrative  (2,039,528)  398,171 
Total Operating Expenses  (3,194,964)  (1,107,352)
         
(LOSS) INCOME FROM OPERATIONS  (58,527)  238,599 
         
OTHER INCOME (EXPENSE):        
Interest income  252,404   942,993 
Interest expense  (439,183)  (550,417)
Change in fair value of contingent consideration  89,000   2,680,179 
Government grants  47,724   95,255 
Gain from equity dilution in JV  4,365,390   - 
Share of (loss) income after tax of the JV Company  (9,949,158)  795,055 
Other income , net  474,390   22,977 
Total other (expense) income, net  (5,159,433)  3,986,042 
         
(LOSS) INCOME BEFORE INCOME TAXES  (5,217,960)  4,224,641 
         
INCOME TAX BENEFIT (EXPENSE)  808,488   (496,646)
         
NET (LOSS) INCOME  (4,409,472)  3,727,995 
         
OTHER COMPREHENSIVE INCOME        
Foreign currency translation  5,404,028   7,465,240 
         
COMPREHENSIVE INCOME  994,556  $11,193,235 
         
WEIGHTED AVERAGE SHARES OUTSTANDING BASIC  51,565,287   50,643,423 
WEIGHTED AVERAGE SHARES OUTSTANDING DILUTED  51,565,287   50,643,423 
         
NET (LOSS) INCOME PER SHARE, BASIC  (0.09) $0.07 
NET (LOSS) INCOME PER SHARE, DILUTED  (0.09) $0.07 
  Three Months Ended 
  March 31,
2020
  March 31,
2019
 
       
CASH FLOWS FROM OPERATING ACTIVITIES:      
Net loss $(1,574,646) $(4,409,472)
Adjustments to reconcile net income to net cash provided by operating activities        
Depreciation and amortization  2,037,045   2,258,224 
Impairments  24,316   (31,718)
Allowance for doubtful accounts  -   15,629 
Share of loss after tax of the Affiliate Company  1,102,770   9,949,158 
Gain from equity dilution in the Affiliate Company  -   (4,365,390)
Change in fair value of contingent consideration  (3,792,000)  (89,000)
Stock compensation cost  22,925   31,675 
         
Changes in operating assets and liabilities:        
(Increase) Decrease In:        
Accounts receivable  5,540,503   (17,991,854)
Notes receivable  -   74,114 
Notes receivable from the Affiliate Company and related party  -   444,682 
Inventories  (2,955,178)  (4,659,780)
Other receivables and other assets  (8,734,544)  (14,278,768)
Advances to supplier and prepayments and prepaid expenses  (8,311,506)  436,768 
Amount due from the Affiliate Company  4,187,038   (2,339,431)
         
Increase (Decrease) In:        
Accounts payable  (2,575,446)  22,593,966 
Other payables and accrued liabilities  (781,409)  5,484,913 
Notes payable  (10,745,294)  (5,624,153)
Income tax payable  29,357   (1,537,204)
Net cash used in operating activities $(26,526,069) $(14,037,641)
         
CASH FLOWS FROM INVESTING ACTIVITIES:        
Purchases of property, plant and equipment, net  (1,355)  (300,704)
Cash received from equity sale in the Affiliate Company  11,461,646   - 
Net cash provided by (used in) investing activities $11,460,291  $(300,704)
         
CASH FLOWS FROM FINANCING ACTIVITIES:        
Proceeds from short-term bank loans  8,452,964   2,816,317 
Repayments of short-term bank loans  -   (2,816,317)
Net cash provided by financing activities $8,452,964  $- 
         
NET DECREASE IN CASH AND CASH EQUIVALENTS AND RESTRICTED CASH  (6,612,814)  (14,338,345)
Effect of exchange rate changes on cash  (145,928)  446,948 
CASH AND CASH EQUIVALENTS AND RESTRICTED CASH AT BEGINNING OF YEAR  16,512,635   22,353,071 
         
CASH AND CASH EQUIVALENTS AND RESTRICTED CASH AT END OF PERIOD  9,753,893   8,461,674 
-CASH AND CASH EQUIVALENTS AT END OF PERIOD  3,719,142   3,327,013 
-RESTRICTED CASH AT END OF PERIOD  6,034,751   5,134,661 
         
SUPPLEMENTARY CASH FLOW INFORMATION        
Income taxes paid  203,256   594,425 
Interest paid  345,170   

439,183

 

 

See accompanying notes to condensed consolidated financial statements

  


KANDI TECHNOLOGIES GROUP, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

FOR THE THREE MONTHS ENDED MARCH 31, 2019 AND 2018

(UNAUDITED)

  Common Stock  Additional  Accumulated Other    
  Shares  Par Value  Paid-in Capital  Retained Earnings  Comprehensive Income  Total 
BALANCE AT JANUARY 1, 2018  48,036,538  $48,037  $233,055,348  $(3,802,310) $(6,310,763) $222,990,312 
Stock issuance and award  2,972,337   2,972   19,099,556           19,102,528 
Foreign currency translation                  7,465,240   7,465,240 
Net income              3,727,995       3,727,995 
                         
BALANCE AT MARCH 31, 2018  51,008,875  $51,009  $252,154,904  $(74,315) $1,154,477  $253,286,075 
                         
BALANCE AT JANUARY 1, 2019  51,484,444  $51,484  $254,989,657  $(9,497,009) $(19,921,258) $225,622,874 
Stock issuance and award  1,096,397   1,097   3,387,379           3,388,476 
Foreign currency translation                  5,404,028   5,404,028 
Net loss              (4,409,472)      (4,409,472)
                         
BALANCE AT MARCH 31, 2019  52,580,841  $52,581  $258,377,036  $(13,906,481) $(14,517,230) $230,005,906 

3

 

KANDI TECHNOLOGIES GROUP, INC.
AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)

  Three Months Ended 
  March 31,
2019
  March 31,
2018
 
       
CASH FLOWS FROM OPERATING ACTIVITIES:      
Net (loss) income $(4,409,472) $3,727,995 
Adjustments to reconcile net income to net cash provided by operating activities        
Depreciation and amortization  2,258,224   875,463 
Assets impairments  (31,718)  - 
Allowance for doubtful accounts  15,629   240,419 
Deferred taxes  -   (308,406)
Share of (loss) income after tax of the JV Company  9,949,158   (795,055)
Gain from equity dilution in JV  (4,365,390)  - 
Change in fair value of contingent consideration  (89,000)  (2,680,179)
Stock compensation cost  31,675   (1,615,706)
         
Changes in operating assets and liabilities, net of effects of acquisition:        
(Increase) Decrease In:        
Accounts receivable  (17,991,854)  12,343,813 
Deferred taxes assets  -   (53,414)
Notes receivable  74,114   - 
Notes receivable from the JV Company and related party  444,682   (5,015,238)
Inventories  (4,659,780)  265,800 
Other receivables and other assets  (14,256,807)  752,017 
Due from employee  (21,961)  (23,838)
Advances to supplier and prepayments and prepaid expenses  436,768   3,144,325 
Advances to suppliers-long term  -   (3,712,576)
Amount due from the JV Company  (2,339,431)  (9,902,514)
         
Increase (Decrease) In:        
Accounts payable  22,593,966   19,319,570 
Other payables and accrued liabilities  5,459,852   (2,503,830)
Notes payable  (5,624,153)  (16,117,038)
Customer deposits  36,544   120,458 
Income tax payable  (1,537,204)  (819,372)
Deferred income  (11,483)  1,670,173 
Net cash used in operating activities $(14,037,641) $(1,087,133)
         
CASH FLOWS FROM INVESTING ACTIVITIES:        
Purchases of property, plant and equipment, net  (300,704)  (109,160)
Purchases of land use rights and other intangible assets  -   (99,404)
Acquisition of Jinhua An Kao (net of cash received)  -   (3,699,801)
Purchases of construction in progress  -   (82,792)
Net cash used in investing activities $(300,704) $(3,991,157)
         
CASH FLOWS FROM FINANCING ACTIVITIES:        
 Proceeds from short-term bank loans  2,816,317   3,775,587 
 Repayments of short-term bank loans  (2,816,317)  (3,775,587)
 Proceeds from notes payable  -   25,539,803 
 Repayment of notes payable  -   (28,607,869)
 Net cash used in financing activities $-  $(3,068,066)
         
NET DECREASE IN CASH AND CASH EQUIVALENTS AND RESTRICTED CASH  (14,338,345)  (8,146,356)
Effect of exchange rate changes on cash  446,948   568,965 
CASH AND CASH EQUIVALENTS AND RESTRICTED CASH AT BEGINNING OF YEAR  22,353,071   16,110,496 
         
CASH AND CASH EQUIVALENTS AND RESTRICTED CASH AT END OF PERIOD  8,461,674   8,533,105 
         
SUPPLEMENTARY CASH FLOW INFORMATION        
Income taxes paid  594,425   1,466,761 
Interest paid  439,183   414,319 
         
SUPPLEMENTAL NON-CASH DISCLOSURES:        
Long term and short term Advances to suppliers transferred to Construction in progress  -   3,712,576 
Settlement of due from the JV Company and related parties with notes receivable from related parties  10,586,387   20,337,201 
Settlement of accounts receivables with notes receivable from unrelated parties  3,750,148   7,866 
Settlement of other receivables with notes receivable from unrelated parties  2,001,067   - 
Assignment of notes receivable from unrelated parties to supplier to settle accounts payable  5,751,215   7,866 
Assignment of notes receivable from the JV Company and related parties to supplier to settle accounts payable  15,277,778   18,996,867 
Assignment of notes receivable from the JV Company and related parties to supplier to settle other payable  6,166,252   - 
Settlement of accounts payable with notes payables  2,488,735   786,581 
Replacement of notes payables with accounts payable  3,631,566   - 
Deferred tax changed to other comprehensive income  -   42,528 

See accompanying notes to condensed consolidated financial statements


NOTE 1 - ORGANIZATION AND PRINCIPAL ACTIVITIES

 

Kandi Technologies Group, Inc. (“Kandi Technologies”) was incorporated under the laws of the State of Delaware on March 31, 2004. As used herein, the terms “Company”, “The Company” or “Kandi” refer to Kandi Technologies and its operating subsidiaries, as described below.

 

Headquartered in Jinhua City, Zhejiang Province, People’s Republic of China (“China” or “PRC”), the Company is one of China’s leading producers and manufacturers of electric vehicle (“EV”) products (through the Affiliate Company, formerly defined as the JV Company), EV parts, and off-road vehicles for sale in the Chinese and the global markets. The Company conducts its primary business operations through its wholly-owned subsidiaries, Zhejiang Kandi Vehicles Co., Ltd. (“Kandi Vehicles”), and Kandi Vehicles’ wholly and partially-owned subsidiaries, and SC Autosports LLC (“SC Autosports”).

 

The Company’s organizational chart as of the date of this report is as follows:

 


Operating Subsidiaries:

 

Pursuant to certain VIE (as defined below in this report) agreements that were executed in January 2011, Kandi Vehicles is entitled to 100% of the economic benefits, voting rights and residual interests (100% of profits and losses) of Jinhua Kandi New Energy Vehicles Co., Ltd. (“Kandi New Energy”). Kandi New Energy currently holds battery pack production licensing rights, and supplies battery packs to the JV Company (as such term is defined below).

In April 2012, pursuant to an agreement with the shareholders of YongkangScrou Electric Co, Ltd. (“YongkangScrou”), the Company acquired 100% of YongkangScrou, a manufacturer of automobile and EV parts. YongkangScrou currently manufactures and sells EV drive motors, EV controllers, air conditioners and other electric products to the JV Company.

In March 2013, pursuant to a joint venture agreement (the “JV Agreement”) entered into by Kandi Vehicles and Shanghai Maple Guorun Automobile Co., Ltd. (“Shanghai Guorun”), a 99%-owned subsidiary of Geely Automobile Holdings Ltd. (“Geely”), the parties established Zhejiang Kandi Electric Vehicles Co., Ltd. (the “JV Company”) to develop, manufacture and sell EV products and related auto parts. In March 2014, the JV Company changed its name to Kandi Electric Vehicles Group Co., Ltd. On March 21, 2019, Kandi Vehicle signed an Equity Transfer Agreement (the “Transfer Agreement”) with Geely Technologies Group Co., Ltd. (“Geely”) to transfer certain equity interests in the JV Company to Geely. Pursuant to the Transfer Agreement, the JV Company converted a loan of RMB 314 million (approximately $46.7 million) from Geely Group last year to equity in order to increase its cash flow. As a result, the registered capital of the JV Company became RMB 2.44 billion (approximately $363.2 million) Kandi Vehicles owns 43.47% and Geely owns 56.53%, of the equity interests in the JV Company, respectively, upon the conversion of the loan into equity in the JV Company. After that, Kandi Vehicles further agreed to sell 21.47% of its equity interests in the JV Company to Geely for a total amount of RMB 516 million (approximately $76.9 million). Kandi Vehicles shall own 22% of the equity interests of the JV Company after the transfer. As of the date of this report, the equity transfer has not been completed yet. ..

In March 2013, Kandi Vehicles formed Kandi Electric Vehicles (Changxing) Co., Ltd. (“KandiChangxing”) in the Changxing (National) Economic and Technological Development Zone. KandiChangxing is engaged in the production of EV products. In the fourth quarter of 2013, Kandi Vehicles entered into an ownership transfer agreement with the JV Company pursuant to which Kandi Vehicles transferred 100% of its ownership in KandiChangxing to the JV Company. The Company, through its 43.47% ownership interest in the JV Company, owns an indirect 43.47% economic interest in KandiChangxing.

In November 2013, Kandi Electric Vehicles Jinhua Co., Ltd. (“Kandi Jinhua”) was formed by the JV Company. The JV Company has a 100% ownership interest in Kandi Jinhua, and the Company, through its 43.47% ownership interest in the JV Company, indirectly owns a 43.47% economic interest in Kandi Jinhua. In April 2017, Kandi Jinhua was reorganized to be owned directly by Kandi Jiangsu, which is 100% directly owned by the JV Company.

In November 2013, Zhejiang Ji He Kang Electric Vehicle Sales Co., Ltd. (“Ji He Kang”) was formed by the JV Company. JiHeKang is engaged in the car sales business. The JV Company has a 100% ownership interest in JiHeKang, and the Company, through its 43.47% ownership interest in the JV Company, indirectly owns a 43.47% economic interest in JiHeKang. In April 2017, JiHeKang was reorganized to be owned directly by Kandi Jiangsu, which is 100% directly owned by the JV Company.

In December 2013, the JV Company entered into an ownership transfer agreement with Shanghai Guorun, pursuant to which the JV Company acquired a 100% ownership interest in Kandi Electric Vehicles (Shanghai) Co., Ltd. (“Kandi Shanghai”). As a result, Kandi Shanghai is a wholly-owned subsidiary of the JV Company, and the Company, through its 43.47% ownership interest in the JV Company, indirectly owns a 43.47% economic interest in Kandi Shanghai.


In January 2014, Kandi Electric Vehicles Jiangsu Co., Ltd. (“Kandi Jiangsu”) was formed by the JV Company. The JV Company has a 100% ownership interest in Kandi Jiangsu, and the Company, through its 43.47% ownership interest in the JV Company, indirectly owns a 43.47% economic interest in Kandi Jiangsu. Kandi Jiangsu is primarily engaged in EV research and development, manufacturing, and sales. As of the date of this report, Kandi Jiangsu directly owns 100% of JiHeKang, JiHeKang Service Company, Liuchuang and KandiJinhua.

In November 2015, the JV Company formed Hangzhou Puma Investment Management Co., Ltd. (“Puma Investment”). Puma Investment provides investment and consulting services. The JV Company has a 50% ownership interest in Puma Investment (the other 50% is owned by Zuozhongyou Electric Vehicles Service (Hangzhou) Co., Ltd.). The Company, through its ownership of the JV Company, indirectly owns an 21.74% economic interest in Puma Investment.

In November 2015, the JV Company formed Hangzhou JiHeKang Electric Vehicle Service Co., Ltd. ( “JiHeKang Service Company”). JiHeKang Service Company focuses on after-market services for EV products. In April 2017, JiHeKang Service Company was reorganized to be owned directly by Kandi Jiangsu, which is 100% directly owned by the JV Company. The JV Company has a 100% ownership interest in the JiHeKang Service Company. The Company, through the JV Company, indirectly owns a 43.47% economic interest in JiHeKang Service Company.

In April 2013, Kandi Vehicles and Kandi New Energy formed Kandi Electric Vehicles (Wanning) Co., Ltd., which was renamed Kandi Electric Vehicles (Hainan) Co., Ltd. (“Kandi Hainan”), when it was relocated from Wanning City to Haikou City in January 2016. Kandi Vehicles has a 90% ownership interest in Kandi Hainan, and Kandi New Energy has the remaining 10% ownership interest. Kandi Vehicles is, effectively, entitled to 100% of the economic benefits, voting rights and residual interests (100% of the profits and losses) of Kandi Hainan as Kandi Vehicles is entitled to 100% of the economic benefits, voting rights and residual interests of Kandi New Energy.

In August 2016, JiHeKang formed Jiangsu JiDian Electric Vehicle Sales Co., Ltd. (“Jiangsu JiDian”). Jiangsu JiDian is engaged in the car sales business. Since JiHeKang is 100% owned by the JV Company, the JV Company has a 100% ownership interest in Jiangsu JiDian, and the Company, through its 43.47% ownership interest in the JV Company, indirectly owns a 43.47% economic interest in Jiangsu JiDian.

In October 2016, JiHeKang acquired Tianjin BoHaiWan Vehicle Sales Co., Ltd. (“Tianjin BoHaiWan”), which is engaged in the car sales business. Since JiHeKang is 100% owned by the JV Company, the JV Company has a 100% ownership interest in Tianjin BoHaiWan, and the Company, through its 43.47% ownership interest in the JV Company, indirectly owns a 43.47% economic interest in Tianjin BoHaiWan. 

In November 2016, JiHeKang formed Guangdong JiHeKang Electric Vehicle Sales Co., Ltd. (“Guangdong JiHeKang”). Guangdong JiHeKang is engaged in the car sales business. Since JiHeKang is 100% owned by the JV Company, the JV Company has a 100% ownership interest in Guangdong JiHeKang, and the Company, through its 43.47% ownership interest in the JV Company, indirectly owns a 43.47% economic interest in Guangdong JiHeKang.

In March 2017, Kandi Jiangsu formed Hangzhou Liuchuang Electric Vehicle Technology Co., Ltd. (“Liuchuang”) . Since Kandi Jiangsu is 100% owned by the JV Company, the JV Company has a 100% ownership interest in Liuchuang, and the Company, through its 43.47% ownership interest in the JV Company, indirectly owns a 43.47% economic interest in Liuchuang.


In December 2017, the JV Company formed Zhejiang Chang Dian Technology Co., Ltd. (“Zhejiang Chang Dian”). Zhejiang Chang Dian is primarily engaged in the battery replacement business. Zhejiang Chang Dian is 100% owned by the JV Company, and the Company, through its 43.47% ownership interest in the JV Company, indirectly owns a 43.47% economic interest in Zhejiang Chang Dian.

In December 2017, Kandi Vehicles and the sole shareholder of Jinhua An Kao Power Technology Co., Ltd. (“Jinhua An Kao”) entered into a Share Transfer Agreement and a Supplementary Agreement, pursuant to which Kandi Vehicles acquired Jinhua An Kao. The two agreements were signed on December 12, 2017 and the closing took place on January 3, 2018. Kandi Vehicles acquired 100% of the equity interests of Jinhua An Kao for a purchase price of approximately RMB 25.93 million (approximately $4 million) in cash. In addition, pursuant to the Supplementary Agreement, the Company issued a total of 2,959,837 shares of restrictive stock, or 6.2% of the Company’s total outstanding shares of the common stock to the shareholder of Jinhua An Kao, and may be required to pay future consideration of an additional 2,959,837 shares of common stock, which are being held in escrow, to be released upon the achievement of certain net income-based milestones in the next three years. The Supplementary Agreement sets forth the terms and conditions of the issuance of these shares, including a provision that gives the Company the voting rights of the make good shares until conditions for vesting such shares are satisfied.

In March 2018, Zhejiang Chang Dian formed Jiangsu Gu Xiang New Energy Technology Co., Ltd. (“Jiangsu Gu Xiang”). Jiangsu Gu Xiang is primarily engaged in technical research, development, servicing and consultation for new energy vehicles, battery replacement and maintenance, and other related business.

In April 2018, Zhejiang Chang Dian Technology Co., Ltd. Hangzhou Tonglu Branch (“Chang Dian Tonglu”) was formed by Zhejiang Chang Dian. Chang Dian Tonglu is primarily engaged in the battery replacement business.

In April 2018, Zhejiang Chang Dian formed Zhejiang Chang Dian Technology Co., Ltd. Changxing Branch (“Chang Dian Changxing”). Chang Dian Changxing is primarily engaged in the battery replacement business. Chang Dian Changxing was dissolved in January 2019.

On May 31, 2018, the Company entered into a Membership Interests Transfer Agreement (the “Transfer Agreement”) with the two members of SC Autosports LLC (“SC Autosports”) (formerly known as: Sportsman Country, LLC) pursuant to which the Company acquired 100% of the ownership of SC Autosports. SC Autosports is a Dallas-based sales company primarily engaged in the wholesale of off-road vehicle products, with a small percentage of business in wholesale and retail of off-road vehicle parts. According to the terms of the Transfer Agreement, the Company transferred $10.0 million worth of restricted shares to acquire 100% of the membership interests of SC Autosports, of which the Company was required to issue $1.0 million of corresponding restricted shares within 30 days of the signing date of the Transfer Agreement, and the remaining $9.0 million of corresponding restricted shares to be released from escrow based on SC Autosports’s pre-tax profit performance over the course of the following three years. The transaction closed in July 2018.

On March 4, 2019, in order to build a logistics network composed of suppliers, manufacturers, warehouses, distribution centers and channel providers, meeting the needs of production and operation, and optimizing the cost of supply chain system, Zhejiang Kandi Supply Chain Management Co., Ltd. (“Kandi Supply Chain”) was formed. Kandi Vehicle has a 10% ownership interest in Kandi Supply Chain, the remaining 90% is owned by parties unrelated to Kandi Vehicle. As of the date of this report, Kandi Vehicle has not made any capital contribution to Kandi Supply Chain and there is no time limit to contribute any capital under the current laws of the PRC. As a minority shareholder, Kandi Vehicle is not involved in its operations.


The Company’s original primary business operations consist of designing, developing, manufacturing and commercializing EV products (through Kandi HainanElectric Vehicles (Hainan) Co., Ltd. and the JVAffiliate Company), EV parts and off-road vehicles. The COVID outbreak has seriously impacted the EV market in 2020, as a result, the Company plans to manufacture and sell a number of ancillary products aimed at the dynamic power train system of intelligent transportation. For example, the dynamic power train system of Electric Scooters and Electric Self-Balancing Vehicles. The Company is pursuing these opportunities by expanding production of intelligent transportation products that exploit its advantages in the Yongkang Scrou Electric Co, Ltd.’s power electric motor and Jinhua Ankao’s power battery pack. Its products aimed at this market combines the Company’s motors and battery packs into a dynamic power train system. As part of its strategic objective of becoming a leading manufacturer of EV products (through the JVAffiliate Company) and related services, in the future, the Company has increasedwill increase its focus on pure EV-related products and intelligent transportation dynamic power train system, and is actively pursuing expansion in the Chinesedomestic and international markets, especially the U.S. market.foreign markets.

  

NOTE 2 - LIQUIDITY

 

The Company had a working capital of $8,522,962$60,671,426 as of March 31, 2019, an increase2020, a decrease of $5,996,051$3,027,271 from a working capital of $2,526,911$63,698,697 as of December 31, 2018.2019. As of March 31, 2020 and December 31, 2019, the Company’s cash and cash equivalents were $3,719,142 and $5,490,557, respectively, the Company’s restricted cash was $6,034,751 and $11,022,078, respectively.

 

After two years of negotiations, on March 10, 2020, a real estate repurchase agreement (the “Repurchase Agreement”) was entered into by and between Kandi Vehicles and Jinhua Economic and Technological Development Zone pursuant to which the local government shall purchase the land use right over the land of 66 acres (400 mu, 265,029 square meters) that is owned by Kandi Vehicles for RMB 525 million ($75 million). Payments to Kandi Vehicles shall be made in three installments as the Company disclosed in a Current Report on Form 8-K filed with the SEC on March 9, 2020. In addition, if Kandi Vehicles achieves certain milestones that contribute to local economic development, the Company will be eligible for tax rebates that could total up to RMB 500 million ($71 million) over the next eight years. Kandi Vehicles intends to use the proceeds from the land repurchase to fund the land use acquisition and factory construction in the New Energy Automotive Zone, and to fund growth initiatives and general corporate purposes. Although the Company expects that most of its outstanding trade receivables from customers will be collected in the next twelve months, there are uncertainties with respect to the timing in collecting these receivables, especially the receivables due from the JVAffiliate Company, because most of them are indirectly impacted by the progress of the receipt of government subsidies. During the first quarter of 2019, the Company signed an agreement to sell 21.47% of its equity interests in the JV Company to Geely for a total amount of RMB 516 million (approximately $76.9 million). On April 11, 2019, the Company has received RMB 100 million (approximately $14.9 million) from Geely, and the rest is expected to be collected before September 25, 2019. The Company plans to apply the proceeds from the equity transfer to its ongoing operations.

 

The Company’s primary need for liquidity stems from its need to fund working capital requirements of the Company’s businesses, its capital expenditures and its general operations, including debt repayment. The Company has historically financed its operations through short-term commercial bank loans from Chinese banks. These loans typically have one year terms, and upon the payment of all outstanding principal and interest on a particular loan, the banks, have typically rolled over the loan for an additional one-year term, with adjustments made to the interest rate to reflect prevailing market rates. This practice has been ongoing and the Company believes that short-term bank loans will remain available on normal trade terms if needed. In 2019, management will take measures to grow the business and further improve the Company’s liquidity. The Company acknowledges that it continues to face a challenging competitive environment and expects to take actions that will enhance the Company’s liquidity and financial flexibility to support the Company’s operation needs.

We finance ouras well as its ongoing operating activities by using funds from our operations, external credit or financing arrangements. WeThe Company routinely monitormonitors current and expected operational requirements and financial market conditions to evaluate the use of available financing sources. Considering ourthe existing working capital position and ourthe ability to access debt funding sources, we believethe management believes that ourthe Company’s operations and borrowing resources are sufficient to provide for ourits current and foreseeable capital requirements to support ourits ongoing operations for the next twelve months.

9

 

NOTE 3 - BASIS OF PRESENTATION

 

The Company maintains its general ledger and journals using the accrual method of accounting for financial reporting purposes. The Company’saccompanying unaudited condensed consolidated financial statements and notes are the representations of the Company’s management. Accounting policies adopted by the Company conform tohave been prepared in accordance with accounting principles generally accepted accounting principles in the United States of America (“U.S. GAAP”) for interim information, and havewith the instructions to Form 10-Q and Rule 10-01 of Regulation S-X promulgated by the Securities and Exchange Commission (“SEC”). Accordingly, they do not include all of the information and notes required by U.S. GAAP for annual financial statements. In the management’s opinion, the interim financial statements reflect all normal adjustments that are necessary to provide a fair presentation of the financial results for the interim periods presented. Operating results for interim periods are not necessarily indicative of results that may be expected for an entire fiscal year. The condensed consolidated balance sheet as of December 31, 2019 has been consistently applied inderived from the audited consolidated financial statements as of such date. For a more complete understanding of the Company’s presentation ofbusiness, financial position, operating results, cash flows, risk factors and other matters, please refer to its financial statements.Annual Report on Form 10-K for the fiscal year ended December 31, 2019 (the “2019 Form 10-K”).

  

NOTE 4 - PRINCIPLES OF CONSOLIDATION

 

The Company’s consolidated financial statements reflect the accounts of the Company and its ownership interests in the following subsidiaries:

 

(1)

Continental Development Limited (“Continental”), a wholly-owned subsidiary of the Company, incorporated under the laws of Hong Kong;

(2)Kandi Vehicles, a wholly-owned subsidiary of Continental;Continental, incorporated under the laws of the PRC;

(3)Kandi New Energy Vehicle Co. Ltd. (“Kandi New Energy”), a 50%-owned subsidiary of Kandi Vehicles (Mr. Hu Xiaoming owns the other 50%)., incorporated under the laws of the PRC. Pursuant to agreements executed in January 2011, Mr. Hu Xiaoming contracted with Kandi Vehicles for the operation and management of Kandi New Energy and put his shares of Kandi New Energy into escrow. As a result, Kandi Vehicles is entitled to 100% of the economic benefits, voting rights and residual interests of Kandi New Energy;

(4)YongkangScrou,Yongkang Scrou Electric Co, Ltd. (“Yongkang Scrou”), a wholly-owned subsidiary of Kandi Vehicles;Vehicles, incorporated under the laws of the PRC;

(5)Kandi Hainan,Electric Vehicles (Hainan) Co., Ltd. (“Kandi Hainan”), a subsidiary, 10% owned by Kandi New Energy and 90% owned by Kandi Vehicles;Vehicles, incorporated under the laws of the PRC; and

(6)Jinhua An Kao Power Technology Co., Ltd. (“Jinhua An Kao”), a wholly-owned subsidiary of Kandi Vehicles; andVehicles, incorporated under the laws of the PRC.

(7)SC Autosports, a wholly-owned subsidiary of the Company.Company formed under the laws of the State of Texas.

Equity Method Investees

 

The Company’s consolidated net income also includes the Company’s proportionate share of the net income or loss of its equity method investees as follows:

 

(1)

The Affiliate Company, a 22% owned subsidiary of Kandi Vehicles and its subsidiaries

The JV Company, a 43.47% owned subsidiary of Kandi Vehicles;
(2)KandiChangxing, a wholly-owned subsidiary of the JV Company. The Company, indirectly through its 43.47% ownership interest in the JV Company, has a 43.47% economic interest in KandiChangxing;
(3)KandiJinhua, a wholly-owned direct subsidiary of Kandi Jiangsu, a wholly-owned subsidiary of the JV Company. The Company, indirectly through its 43.47% ownership interest in the JV Company, has a 43.47% economic interest in KandiJinhua;


(4)JiHeKang, a wholly-owned direct subsidiary of Kandi Jiangsu, a wholly-owned subsidiary of the JV Company. The Company, indirectly through its 43.47% ownership interest in the JV Company, has a 43.47% economic interest in JiHeKang;
(5)Kandi Shanghai, a wholly-owned subsidiary of the JV Company. The Company, indirectly through its 43.47% ownership interest in the JV Company, has a 43.47% economic interest in Kandi Shanghai;
(6)Kandi Jiangsu, a wholly-owned subsidiary of the JV Company. The Company, indirectly through its 43.47% ownership interest in the JV Company, has a 43.47% economic interest in Kandi Jiangsu;
(7)The JiHeKang Service Company, a wholly-owned direct subsidiary of Kandi Jiangsu, a wholly-owned subsidiary of the JV Company. The Company, indirectly through its 43.47% ownership interest in the JV Company, has a 43.47% economic interest in the JiHeKang Service Company.
(8)Tianjin BoHaiWan, a wholly-owned direct subsidiary of JiHeKang, a wholly-owned subsidiary of the JV Company. The Company, indirectly through its 43.47% ownership interest in the JV Company, has a 43.47% economic interest in Tianjin BoHaiWan;
(9)Liuchuang, a wholly-owned direct subsidiary of Kandi Jiangsu, a wholly-owned subsidiary of the JV Company. The Company, indirectly through its 43.47% ownership interest in the JV Company, has a 43.47% economic interest in Liuchuang;
(10)Jiangsu JiDian, a wholly-owned subsidiary of the JV Company. The Company, indirectly through its 43.47% ownership interest in the JV Company, has a 43.47% economic interest in Jiangsu JiDian;
(11)Guangdong JiHeKang, a wholly-owned direct subsidiary of JiHeKang, a wholly-owned subsidiary of the JV Company. The Company, indirectly through its 43.47% ownership interest in the JV Company, has a 43.47% economic interest in Guangdong JiHeKang; and
(12)Zhejiang Chang Dian, a wholly-owned subsidiary of the JV Company. The Company, indirectly through its 43.47% ownership interest in the JV Company, has a 43.47% economic interest in Zhejiang Chang Dian.
(13)Chang Dian Tonglu, branch of Zhejiang Chang Dian, a wholly-owned subsidiary of the JV Company. The Company, indirectly through its 43.47% ownership interest in the JV Company, has a 43.47% economic interest in Chang Dian Tonglu.
(14)Jiangsu Gu Xiang, a wholly-owned subsidiary of Zhejiang Chang Dian, a wholly-owned subsidiary of the JV Company. The Company, indirectly through its 43.47% ownership interest in the JV Company, has a 43.47% economic interest in Jiangsu Gu Xiang.

 

All intra-entity profits and losses with regard to the Company’s equity method investees have been eliminated.

 

NOTE 5 - USE OF ESTIMATES

 

The preparation of financial statements in conformity with generally accepted accounting principles in the United StatesU.S. GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the consolidated financial statements, and the reported amounts of revenue and expenses during the reporting period. Management makes these estimates using the best information available at the time the estimates are made; however actual results when ultimately realized could differ from those estimates.

 


NOTE 6 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

(a) Economic and Political RisksOur significant accounting policies are detailed in “Note 6 - Summary of Significant Accounting Policies” of the Company 2019 Form 10-K, excepting the following.

 

The Company’s operations are conducted in China. As a result, the Company’s business, financial condition and results of operations may be influenced by the political, economic and legal environments in China, and by the general state of the Chinese economy. In addition, the Company’s earnings are subject to movements in foreign currency exchange rates when transactions are denominated in Renminbi (“RMB”), which is the Company’s functional currency. Accordingly, the Company’s operating results are affected by changes in the exchange rate between the U.S. dollar and the RMB.(v) Reclassification

 

The Company’s operations in China are subjectCertain reclassifications have been made to special considerations and significant risks not typically associated with companies in North America and Western Europe. These include risks associated with, among others, the political, economic and legal environment and foreign currency exchange restrictions. The Company’s performance may be adversely affected by changes in the political and social conditions in China, and by changes in governmental policies with respect to laws and regulations, anti-inflationary measures, currency conversion, remittances abroad, and rates and methods of taxation, among other things.

(b) Fair Value of Financial Instruments

ASC 820 establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy prioritizes the inputs into three levels based on the extent to which inputs used in measuring fair value are observable in the market.

These tiers include:

Level 1—defined as observable inputs such as quoted prices in active markets;

Level 2—defined as inputs other than quoted prices in active markets that are either directly or indirectly observable; and

Level 3—defined as unobservable inputs for which little or no market data exists, therefore requiring an entity to develop its own assumptions.

The Company’s financial instruments primarily consistcondensed consolidated statements of cash and cash equivalents, restricted cash, accounts receivable, notes receivable, other receivables, accounts payable, other payables and accrued liabilities, short-term bank loans, notes payable, and contingent consideration.

The carrying value of cash and cash equivalents, restricted cash, accounts receivable, notes receivable, other receivables, accounts payable, other payables and accrued liabilities approximate fair value because of the short-term nature of these items. The estimated fair values of short-term bank loans were not materially different from their carrying value as presented due to the brief maturities and because the interest rates on these borrowings approximate those that would have been availableflows for loans of similar remaining maturities and risk profiles. As the carrying amounts are reasonable estimates of fair value, these financial instruments are classified within Level 1 of the fair value hierarchy. The Company identified notes payable as Level 2 instruments due to the fact that the inputs to valuation are primarily based upon readily observable pricing information. The balance of notes payable, which were measured and disclosed at fair value, was $6,300,010 and $12,787,619 at March 31, 2019 and December 31, 2018, respectively.


Contingent consideration related to the acquisitions of Jinhua An Kao and SC Autosports, which is accounted for as liabilities, are measured at each reporting date for their fair value using Level 3 inputs. The fair value of contingent consideration was $7,167,000 and $7,256,000 at March 31, 2019 and December 31, 2018, respectively.

(c) Cash and Cash Equivalents

The Company considers highly-liquid investments purchased with original maturities of three months or less to be cash equivalents.

As of March 31, 2019 and December 31, 2018, the Company’s restricted cash was $5,134,661 and $6,690,870, respectively.

(d) Inventories

Inventories are stated at the lower of cost or net realizable value (market value). The cost of raw materials is determined on the basis of weighted average. The cost of finished goods is determined on the basis of weighted average and comprises direct materials, direct labor and an appropriate proportion of overhead.

Net realizable value is based on estimated selling prices less selling expenses and any further costs expected to be incurred for completion. Adjustments to reduce the cost of inventory to net realizable value are made, if required, for estimated excess, obsolescence, or impaired balances.

(e) Accounts Receivable

Accounts receivable are recognized and carried at net realizable value. An allowance for doubtful accounts is recorded for periods in which the Company determines a loss is probable, based on its assessment of specific factors, such as troubled collections, historical experience, accounts aging, ongoing business relations and other factors. Accounts are written off after exhaustive collection efforts. If accounts receivable are to be provided for, or written off, they are recognized in the consolidated statement of operations within the operating expenses line item. If accounts receivable previously written off is recovered in a later period or when facts subsequently become available to indicate that the amount provided as an allowance for doubtful accounts was incorrect, an adjustment is made to restate allowance for doubtful accounts.

As of March 31, 2019 and December 31, 2018, credit terms with the Company’s customers were typically 180 to 360 days after delivery. As of March 31, 2019 and December 31, 2018, the Company had a $138,678 and $120,010 allowance for doubtful accounts, as per the Company management’s judgment based on their best knowledge. The Company conducts quarterly assessments of the state of the Company’s outstanding receivables and reserves any allowance for doubtful accounts if it becomes necessary.

(f) Notes receivable

Notes receivable represent short-term loans to third parties with maximum terms of six months. Interest income is recognized according to each agreement between a borrower and the Company on an accrual basis. For notes receivable with banks, the interest rates are determined by banks. For notes receivable with other parties, the interest rates are based on agreements between the parties. If notes receivable are paid back, that transaction will be recognized in the relevant year. If notes receivable are not paid back, or are written off, that transaction will be recognized in the relevant year if default is probable, reasonably assured, and the loss can be reasonably estimated. The Company will recognize income if the written-off loan is recovered at a future date. In case of any foreclosure proceedings or legal actions, the Company provides an accrual for the related foreclosure and litigation expenses. The Company also receives notes receivable from the JV Company and other parties to settle accounts receivable. If the Company decides to sell notes receivable at a discount for the purpose of receiving immediate cash, the current discount rate is approximately in the range of 3.50% to 4.50% annually. As of March 31, 2019 and December 31, 2018, the Company had notes receivable from unrelated parties of $0 and $72,712, respectively, which notes receivable typically mature within six months. As of March 31, 2019 and December 31, 2018, the Company had notes receivable from JV Company and other related parties of $3,769,874 and $3,861,032, respectively, which notes receivable typically mature within six months.

13

(g) Advances to Suppliers

Advances to suppliers represent cash paid in advance to suppliers, and include advances to raw material suppliers, mold manufacturers, and equipment suppliers.

Advances for raw material purchases are typically settled within two months of the Company’s receipt of the raw materials. Prepayment is offset against the purchase price after the equipment or materials are delivered.

(h) Property, Plants and Equipment

Property, Plants and equipment are carried at cost less accumulated depreciation. Depreciation is calculated over the asset’s estimated useful life, using the straight-line method. Leasehold improvements are amortized over the life of the asset or the term of the lease, whichever is shorter. Estimated useful lives are as follows:

Buildings30 years
Machinery and equipment10 years
Office equipment5 years
Motor vehicles5 years
Molds5 years

The costs and related accumulated depreciation of assets sold or otherwise retired are eliminated from the Company’s accounts and any gain or loss is included in the statements of income. The cost of maintenance and repairs is charged to expenses as incurred, whereas significant renewals and betterments are capitalized.

(i) Construction in Progress

Construction in progress (“CIP”) represents the direct costs of construction, and the acquisition costs of buildings or machinery. Capitalization of these costs ceases, and construction in progress is transferred to plants and equipment, when substantially all the activities necessary to prepare the assets for their intended use are completed. No depreciation is provided for until the assets are completed and ready for their intended use.

(j) Land Use Rights

Land in China is owned by the government and land ownership rights cannot be sold to an individual or to a private company. However, the Chinese government grants the user a “land use right” to use the land. The land use rights granted to the Company are amortized using the straight-line method over a fifty-year term.

14

(k) Accounting for the Impairment of Long-Lived Assets

The Company periodically evaluates the carrying value of long-lived assets to be held and used, including intangible assets subject to amortization, when events and circumstances warrant such a review, pursuant to the guidelines established in Statement of Financial Accounting Standards (“SFAS”) No. 144 (now known as “ASC 360”). The carrying value of a long-lived asset is considered impaired when the anticipated undiscounted cash flow from such asset is separately identifiable and is less than its carrying value. In that event, a loss is recognized based on the amount by which the carrying value exceeds the fair market value of the long-lived asset. Fair market value is determined primarily using the anticipated cash flows discounted at a rate commensurate with the risk involved. Losses on long-lived assets to be disposed of are determined in a similar manner, except that fair market values are reduced for disposal costs.

The Company recognized no impairment loss during the reporting period.

(l) Revenue Recognition

The Company adopted ASC Topic 606 Revenue from Contracts with Customers with a date of the initial application of January 1, 2018 using the modified retrospective method. As a result, the Company has changed its accounting policy for revenue recognition. The impact of the adoption of ASC Topic 606 on the Company’s consolidated financial statements is not material.

In determining when and how revenue is recognized from contracts with customers, the Company performs the following five-step analysis: (i) identification of contract with customer; (ii) determination of performance obligations; (iii) measurement of the transaction price; (iv) allocation of the transaction price to the performance obligations; and (v) recognition of revenue when (or as) the Company satisfies each performance obligation.

The Company generates revenue through EV parts and off-road vehicles. The revenue is recognized at a point in time once the Company has determined that the customer has obtained control over the product. Control is typically deemed to have been transferred to the customer when the performance obligation is fulfilled, usually at the time of delivery, at the net sales price (transaction price). Estimates of variable consideration, such as volume discounts and rebates, are determined, reviewed and revised periodically by management. The amount of variable consideration recognize is limited and is not likely to be reversed. Revenue is recognized net of any taxes collected from customers, which are subsequently remitted to governmental authorities. Shipping and handling costs for product shipments occur prior to the customer obtaining control of the goods are accounted for as fulfillment costs rather than separate performance obligations and recorded as sales and marketing expenses.

The Company’s contracts are predominantly short-term in nature with a contract term of one year or less. For those contracts, the Company has utilized the practical expedient in ASC Topic 606 exempting the Company from disclosure of the transaction price allocated to remaining performance obligations if the performance obligation is part of a contract that has an original expected duration of one year or less.

Receivables are recorded when the Company has an unconditional right to consideration.

See Note 23 “Segment Reporting” for disaggregation of revenue by reporting segments. The Company believes this disaggregation best depicts how the nature, amount, timing and uncertainty of revenue and cash flows are affected by economic factors.

15

(m) Research and Development

Expenditures relating to the development of new products and processes, including improvements to existing products, are expensed as incurred. Research and development expenses were $537,433 and $757,298 for the three months ended March 31, 2019 and March 31, 2018, respectively.

(n) Government Grants

Grants and subsidies received fromto conform to the Chinese government are recognized when the proceeds are received or collectible and related milestones have been reached and all contingencies have been resolved.

For thepresentation of consolidated financial statement for three months ended March 31, 2019 and March 31, 2018, $47,724 and $95,255, respectively, were received by the Company’s subsidiaries from the Chinese government.

(o) Income Taxes

2020. The Company accounts forreclassified the following 1) grouping due from employees into other receivables and other assets; 2) grouping customer deposits and deferred income tax using an assetinto other payables and liability approach, which allows for the recognition of deferred tax benefits in future years. Under the asset and liability approach, deferred taxes are provided for 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. The accounting for deferred tax calculation represents the Company management’s best estimate of the most likely future tax consequences of events that have been recognized in our financial statements or tax returns and related future anticipation. A valuation allowance is provided for deferred tax assets if it is more likely than not these items will either expire before the Company is able to realize their benefits, or that future realization will be uncertain.accrued liabilities.

(p) Foreign Currency Translation

The accompanying consolidated financial statements are presented in United States dollars. The functional currency of the Company is the Renminbi (RMB). Capital accounts of the consolidated financial statements are translated into United States dollars from RMB at their historical exchange rates when the capital transactions occurred.

Assets and liabilities are translated at the exchange rates as of balance sheet date. Income and expenditures are translated at the average exchange rate of the reporting period, which rates are obtained from the website: http://www.oanda.com

  March 31,  December 31,  March 31, 
  2019  2018  2018 
Period end RMB : USD exchange rate  6.7111   6.8764   6.28015 
Average RMB : USD exchange rate  6.7464   6.6146   6.3566 

(q) Comprehensive Income

Comprehensive income is defined to include all changes in equity except those resulting from investments by owners and distributions to owners. Among other disclosures, all items that are required to be recognized under current accounting standards as components of comprehensive income are required to be reported in a financial statement that is presented with the same prominence as other financial statements. Comprehensive income includes net income and the foreign currency translation changes.

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(r) Segments

In accordance with ASC 280-10, Segment Reporting, the Company’s chief operating decision makers rely upon the consolidated results of operations when making decisions about allocating resources and assessing the performance of the Company. As a result of the assessment made by the Company’s chief operating decision makers, the Company has only one operating segment. The Company does not distinguish between markets or segments for the purpose of internal reporting.

(s) Stock Option Expenses

The Company’s stock option expenses are recorded in accordance with ASC 718 and ASC 505.

The fair value of stock options is estimated using the Black-Scholes-Merton model. The Company’s expected volatility assumption is based on the historical volatility of the Company’s common stock. The expected life assumption is primarily based on the expiration date of the option. The risk-free interest rate for the expected term of the option is based on the U.S. Treasury yield curve in effect at the time of grant.

The recognition of stock option expenses is based on awards expected to vest. ASC standards require forfeitures to be estimated at the time of grant and revised in subsequent periods, if necessary, if actual forfeitures differ from those estimates.

The stock-based option expenses for the three months ended March 31, 2019 and March 31, 2018, were $0 and $997,496 net of a reversal for forfeited stock option of $2,644,877, respectively. See Note 18. There were no forfeitures estimated during the reporting period.

(t) Goodwill

The Company allocates goodwill from business combinations to reporting units based on the expectation that the reporting unit is to benefit from the business combination. The Company evaluates its reporting units on an annual basis and, if necessary, reassigns goodwill using a relative fair value allocation approach. Goodwill is tested for impairment at the reporting unit level on an annual basis and between annual tests if an event occurs or circumstances change that would more likely than not reduce the fair value of a reporting unit below its carrying value. These events or circumstances could include a significant change in the business climate, legal factors, operating performance indicators, competition, or sale or disposition of a significant portion of a reporting unit.

Application of the goodwill impairment test requires judgments, including the identification of reporting units, assignment of assets and liabilities to reporting units, assignment of goodwill to reporting units, and the determination of the fair value of each reporting unit. The Company first assesses qualitative factors to determine whether it is more likely than not that goodwill is impaired. If the more likely than not threshold is met, the Company performs a quantitative impairment test.

As of March 31, 2019 and March 31, 2018, the Company determined that its goodwill was not impaired.

(u) Intangible assets

Intangible assets consist of patent, trade names and customer relations associated with the purchase price from the allocation of YongkangScrou and Jinhua An Kao. Such assets are being amortized over their estimated useful lives. Intangible assets are amortized as of March 31, 2019. The amortization expenses for intangible assets were $159,503 and $169,821 for the three months ended March 31, 2019 and March 31, 2018, respectively.

17

(v) Accounting for Sale of Common Stock and Warrants

Gross proceeds are first allocated according to the initial fair value of the freestanding derivative instruments (i.e. the warrants issued to the Company’s investors in its previous offerings, or the “Investor Warrants”). The remaining proceeds are allocated to common stock. The related issuance expenses, including the placement agent cash fees, legal fees, the initial fair value of the warrants issued to the placement agent and others were allocated between the common stock and the Investor Warrants based on how the proceeds are allocated to these instruments. Expenses related to the issuance of common stock were charged to paid-in capital. Expenses related to the issuance of derivative instruments were expensed upon issuance.

(w) Consolidation of Variable Interest Entities

In accordance with accounting standards regarding consolidation of variable interest entities, or VIEs, VIEs are generally entities that lack sufficient equity to finance their activities without additional financial support from other parties or whose equity holders lack adequate decision making ability. All VIEs with which the Company is involved must be evaluated to determine the primary beneficiary of the risks and rewards of the VIE. The primary beneficiary is required to consolidate the VIE for financial reporting purposes.

The Company has concluded, based on the contractual arrangements, that Kandi New Energy is a VIE and that the Company’s wholly-owned subsidiary, Kandi Vehicles, absorbs a majority of the risk of loss from the activities of this company, thereby enabling the Company, through Kandi Vehicles, to receive a majority of its expected residual returns.

Additionally, because Kandi New Energy is under common control with other entities, the consolidated financial statements have been prepared as if the transactions had occurred retroactively as to the beginning of the reporting period of these consolidated financial statements.

Control and common control are defined under the accounting standards as “an individual, enterprise, or immediate family members who hold more than 50 percent of the voting ownership interest of each entity.” Because the owners collectively own 100% of Kandi New Energy, and have agreed to vote their interests in concert since the establishment of each of these three companies as memorialized in the Voting Rights Proxy Agreement, the Company believes that the owners collectively have control and common control of Kandi New Energy. Accordingly, the Company believes that Kandi New Energy was constructively held under common control by Kandi Vehicles as of the time the contractual agreements were entered into, establishing Kandi Vehicles as their primary beneficiary. Kandi Vehicles, in turn, is owned by Continental, which is owned by the Company.

 

NOTE 7 - NEW ACCOUNTING PRONOUNCEMENTS

Recent accounting pronouncements that the Company has adopted or may be required to adopt in the future are summarized below:

In May 2014, the FASB issued a new standard on revenue recognition related to contracts with customers. This standard supersedes nearly all existing revenue recognition guidance and involves a five-step principles-based approach to recognizing revenue. The new model requires revenue recognition to depict the transfer of promised goods or services to customers in an amount that reflects the consideration a company expects to receive. The new standard also require additional qualitative and quantitative about the nature, amount, timing and uncertainty of revenue and cash flows arising from customer contracts, including significant judgments made in applying the revenue guidance, and assets recognized from the costs to obtain or fulfill a contract. The Company adopted this standard in the first quarter of 2018 using the modified retrospective approach. The impact of adoption on its Condensed Consolidated Financial Statements for any period presented is not material.


In November 2015, the FASB issued ASU 2015-17, “Balance Sheet Classification of Deferred Taxes.” This ASU amends existing guidance to require that deferred income tax assets and liabilities be classified as non-current in a classified balance sheet, and eliminates the prior guidance which required an entity to separate deferred tax assets and liabilities into a current amount and a non-current amount in a classified balance sheet. The Company adopted this standard prospectively in the first quarter of 2018. The impact of adoption on its Condensed Consolidated Financial Statements for any period presented is not material.

In February 2016, the FASB issued ASU 2016-02, together with subsequent Accounting Standards Updates collectively known as the “leases standard” or “ASC 842”. ASC 842 requires a lessee recognize the assets and liabilities that arise from leases. All leases create an asset and a liability for the lessee in accordance with FASB Concepts Statement No. 6, Elements of Financial Statements. Effective January 1, 2019, we have adopted the new standard using the effective date approach. We elected to adopt both the transition relief provided in ASU 2018-11 and the package of practical expedients which allowed us, among other things, to retain historical lease classifications and accounting for any leases that existed prior to adoption of the standard. Additionally, we elected the practical expedients allowing us not to separate lease and non-lease components and not record leases with an initial term of twelve months or less (“short-term leases”) on the balance sheet across all existing asset classes.

Adoption of the new standard resulted in the recording of operating lease assets and operating lease liabilities of $140k as of January 1, 2019, which primarily relates to our corporate office leases for SC Autosports. The standard did not materially impact our condensed consolidated statements of operations or cash flows. Adopting the new standard did not have a material impact on the accounting for leases under which we are the lessee.

In June 2016, the FASB issued ASU 2016-13,” Measurement of Credit Losses on Financial Instruments”, to require financial assets carried at amortized cost to be presented at the net amount expected to be collected based on historical experience, current conditions and forecasts. Subsequently, the FASB issued ASU No. 2018-19, Codification Improvements to Topic 326, to clarify that receivables arising from operating leases are within the scope of lease accounting standards. The ASUs are effective for interim and annual periods beginning after December 15, 2019, with early adoption permitted. Adoption of the ASUs is modified retrospective. We are currently obtaining an understanding of the ASUs and plan to adopt them on January 1, 2020.

In October 2016, the FASB issued ASU 2016-16, Income Taxes (Topic 740): Intra-Entity Transfers Other than Inventory, which requires companies to recognize the income-tax consequences of an intra-entity transfer of an asset other than inventory when the transfer occurs, rather than when the asset has been sold to an outside party. The Company adopted this standard prospectively in the first quarter of 2018. The impact of adoption on its Condensed Consolidated Financial Statements for any period presented is not material.

In November 2016, the FASB issued ASU 2016-18, “Statement of Cash Flows (Topic 230) - Restricted Cash,” (“ASU 2016-18”). This ASU requires a statement of cash flows to explain the change during the period in the total of cash, cash equivalents, and amounts generally described as restricted cash or restricted cash equivalents. Amounts generally described as restricted cash and restricted cash equivalents should be included with cash and cash equivalents when reconciling the beginning-of-period and end-of-period total amounts shown on the statement of cash flows. The Company adopted this standard in the first quarter of 2018. The impact of adoption on its Condensed Consolidated Financial Statements for any period presented is not material.


In January 2017, the FASB issued ASU 2017-01, Business Combinations (Topic 805): Clarifying the Definition of a Business, which revises the definition of a business and provides new guidance in evaluating when a set of transferred assets and activities is a business. The Company adopted this standard prospectively in the first quarter of 2018. The impact of adoption on its Condensed Consolidated Financial Statements for any period presented is not material.

In January 2017, the FASB issued ASU No. 2017-04 (Topic 350) Intangibles—Goodwill and Other: Simplifying the Test for Goodwill Impairment, which removes Step 2 of the goodwill impairment test, which requires a hypothetical purchase price allocation. Under the amended guidance, a goodwill impairment charge will now be recognized for the amount by which the carrying value of a reporting unit exceeds its fair value, not to exceed the carrying amount of goodwill. This ASU will be applied on a prospective basis and is effective for interim and annual periods beginning after December 15, 2019, with early adoption permitted for any impairment tests performed after January 1, 2017. The Company does not expect the adoption to have a material impact on the Consolidated Financial Statements.

 

In February 2018, the FASB released ASU 2018-2, “Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income.” This standard update addresses a specific consequence of the Tax Cuts and Jobs Act (“U.S. tax reform”(the “Tax Act”) and allows a reclassification from accumulated other comprehensive income to retained earnings for the stranded tax effects resulting from U.S. tax reform.the Tax Act. Consequently, the update eliminates the stranded tax effects that were created as a result of the historical U.S. federal corporate income tax rate to the newly enacted U.S. federal corporate income tax rate. The Company is required to adopt this standard in the first quarter of fiscal year 2020, with early adoption permitted. The amendments in this update should be applied either in the period of adoption or retrospectively to each period in which the effect of the change in the U.S. federal corporate income tax rate in the Tax Cuts and Jobs Act is recognized. The Company has finishedadopted this ASU in the evaluationfirst quarter of 2020 and determined there is nothe new standard did not have a material impact of on its Condensed Consolidated Financial Statements.the consolidated financial statements.

 

In August 2018, the FASB issued ASU 2018-13 Disclosure Framework — Changes to the Disclosure Requirements for Fair Value Measurement, which eliminates, adds, and modifies certain disclosure requirements for fair value measurements under ASC 820. This ASU is to be applied on a prospective basis for certain modified or new disclosure requirements, and all other amendments in the standard are to be applied on a retrospective basis. The new standard is effective for interim and annual periods beginning after December 15, 2019, with early adoption permitted. The Company isadopted this ASU in the first quarter of 2020 and the new standard did not have a material impact on the consolidated financial statements.

In January 2020, the FASB issued ASU 2020-01, Investments—Equity Securities, Investments—Equity Method and Joint Ventures, and Derivatives and Hedging, which clarifies the interaction of the accounting for equity securities under Topic 321, the accounting for equity method investments in Topic 323, and the accounting for certain forward contracts and purchased options in Topic 815. This guidance will be effective in the first quarter of 2021 on a prospective basis, with early adoption permitted. The Company are currently evaluating the impact of the new guidance and do not expect the adoption of this guidance will have a material impact on the Consolidated Financial Statements.consolidated financial statements.


NOTE 8 - CONCENTRATIONS

 

(a) Customers

 

For the three-month periodsperiod ended March 31, 2019,2020, the Company’s major customers, whoeach of whom accounted for more than 10% of the Company’s consolidated revenue, were as follows:

  

  Sales  Trade Receivable 
  Three Months  Three Months       
  Ended  Ended       
  March 31,  March 31,  March 31,  December 31, 
Major Customers 2019  2018  2019  2018 
Jinhua Chaoneng Automobile Sales Co. Ltd.  61%  -   33%  22%
Kandi Electric Vehicles Group Co., Ltd. and its subsidiaries  10%  31%(1)  54%  66%
  Sales  Trade Receivable 
  Three Months  Three Months       
  Ended  Ended       
  March 31,  March 31,  March 31,  December 31, 
Major Customers 2020  2019  2020  2019 
Customer A  33%  61%  66%  55%
Customer B  14%  7%  4%  5%

 

(1)Including 29% of Kandi Electric Vehicles Group Co., Ltd. as disclosed in in the quarterly report on Form 10-Q for the quarter ended March 31, 2018 Note 8, paragraph (1) - - Customer.


(b) Suppliers

 

For the three-month periodsperiod ended March 31, 2019,2020, the Company’s material suppliers, each of whom accounted for more than 10% of the Company’s total purchases, were as follows:

 

 Purchases  Accounts Payable  Purchases  Accounts Payable 
 Three Months Three Months       Three Months Three Months      
 Ended Ended       Ended Ended      
 March 31, March 31, March 31, December 31,  March 31, March 31, March 31, December 31, 
Major Suppliers 2019  2018  2019  2018  2020  2019  2020  2019 
Jiangsu Tian Peng power supply Co., Ltd.  22%        -   9%  23%
Massimo Motor Sports, LLC  20%  -         -         - 
Zhejiang Kandi Supply Chain Management Co., Ltd.  12%  -   2%  -   60%  12%                7%  8%
Supplier C  27%  20%  -   - 

 

NOTE 9 - EARNINGS (LOSS) PER SHARE

 

The Company calculates earnings per share in accordance with ASC 260, Earnings Per Share, which requires a dual presentation of basic and diluted earnings per share. Basic earnings per share are computed using the weighted average number of shares outstanding during the reporting period. Diluted earnings per share represents basic earnings per share adjusted to include the potentially dilutive effect of outstanding stock options and warrants (using treasury stock method). ForDue to the three months ended March 31, 2019average market price of the common stock during the period below the exercise price of the options and 2018,due to the loss from operations, approximately 3,900,000 and 3,900,000 potentially dilutive sharesoptions were excluded from the calculation of dilutive earningsdiluted net loss per share, because their effect would have been anti-dilutive.for the three-month period ended March 31, 2020.


The following is the calculation of earnings per share for three monthsthe three-month periods ended March 31, 20192020 and 2018:2019:

 

  For three months ended 
  March 31, 
  2019  2018 
Net (loss) income $(4,409,472) $3,727,995 
Weighted average shares used in basic computation  51,565,287   50,643,423 
Dilutive shares  -   - 
Weighted average shares used in diluted computation  51,565,287   50,643,423 
         
(Loss) earnings per share:        
Basic $(0.09) $0.07 
Diluted $(0.09) $0.07 

21

  For three months ended 
  March 31, 
  2020  2019 
Net loss $(1,574,646) $(4,409,472)
Weighted average shares used in basic computation  52,361,077   51,565,287 
Dilutive shares  -   - 
Weighted average shares used in diluted computation  52,361,077   51,565,287 
         
Loss per share:        
Basic $(0.03) $(0.09)
Diluted $(0.03) $(0.09)

 

NOTE 10 - ACCOUNTS RECEIVABLE

 

Accounts receivable are summarized as follows:

 

 March 31, December 31,  March 31, December 31, 
 2019  2018  2020  2019 
Accounts receivable $49,536,596  $34,394,738  $54,146,409  $61,436,514 
Less: allowance for doubtful accounts  (138,678)  (120,010)  (250,325)  (254,665)
Accounts receivable, net $49,397,918  $34,274,728  $53,896,084  $61,181,849 

 

NOTE 11 - INVENTORIES

 

Inventories are summarized as follows:

 

 March 31, December 31,  March 31, December 31, 
 2019  2018  2020  2019 
Raw material $7,401,777  $7,741,264  $12,322,568  $12,127,957 
Work-in-progress  9,676,284   1,571,179   7,010,026   4,545,736 
Finished goods  10,975,352   13,526,126   10,839,957   11,062,873 
Total inventories  28,053,413   22,838,569 
Less: provision for slow moving inventories  (829,523)  (840,701)
Inventories, net $27,223,890  $21,997,868 
Inventories $30,172,551  $27,736,566 

 

2210 

 

  

NOTE 12 - NOTES RECEIVABLE

 

NotesAs of March 31, 2020, there was $0 notes receivable from unrelated parties asparties. As of MarchDecember 31, 2019, and December 31, 2018, are summarized as follows:

  March 31,  December 31, 
  2019  2018 
Notes receivable as below:      
Bank acceptance notes  -   72,712 
Notes receivable $      -  $72,712 

Details ofthere was $42,487,225 notes receivable from unrelated parties, which was commercial acceptance notes from payments for equity transfer of the Affiliate Company , among which $11,287,319 had been collected during first quarter of 2020 and the rest were considered as other receivables (refer to Note 22-summarized information of December 31, 2018, are as set forth below:equity method investment in the Affiliate Company).

 

 

Index

  Amount ($)  Counter party Relationship Nature Manner of settlement
1   72,712  Shaanxi Hua Dao Auto Sales Co., Ltd. Third Party Payments for sales Not due

NOTE 13 - OTHER RECEIVABLEs

 

Notes receivable fromOther receivables consist of the JV Company and related parties asfollowing:

  March 31,  December 31, 
  2020  2019 
Amount due from unrelated party for equity transfer of the Affiliate Company $30,475,760  $- 
Loan to third party  12,242,967   3,577,145 
Others  1,547,003   1,442,826 
Total other receivables $44,265,730  $5,019,971 

As of March 31, 20192020, the Company’s other receivable includes $30,475,760 amount due from unrelated party for equity transfer of the Affiliate Company (refer to Note 22-summarized information of equity method investment in the Affiliate Company). As of March 31, 2020 and December 31, 2018, are summarized as follows:

  March 31,  December 31, 
  2019  2018 
Notes receivable as below:      
Bank acceptance notes  3,769,874   3,861,032 
Notes receivable $3,769,874  $3,861,032 

Details2019, the Company’s other receivable includes $12,242,967 and $3,577,145 short-term loan lent to an unrelated party with a 6% annual interest rate to maximize the use of notes receivable from the JV Company and related parties as of March 31, 2019, are as set forth below:

Index  Amount ($)  Counter party Relationship Nature Manner of settlement
1   2,279,805  Kandi Electric Vehicles Group Co., Ltd. Joint Venture of the Company Payments for sales Not due
2   1,490,069  Kandi Shanghai Subsidiary of the JV Company Payments for sales Not due

Details of Notes Receivable from JV Company and related party as of December 31, 2018 were as follows:

 

Index

 Amount ($)  Counter party Relationship Nature Manner of settlement
1  3,861,032  Kandi Electric Vehicles Group Co., Ltd. Joint Venture of the Company Payments for sales Not due

idled cash. This loan can be redeemed at any time.


NOTE 13 –14 - PROPERTY, PLANT AND EQUIPMENT, NET

 

Property, plants and equipment as of March 31, 20192020 and December 31, 2018,2019, consisted of the following:

 

 March 31, December 31,  March 31, December 31, 
 2019  2018  2020  2019 
At cost:          
Buildings $31,393,469  $30,638,417  $29,929,525  $30,447,480 
Machinery and equipment  65,062,668   63,398,627   61,897,255   62,973,794 
Office equipment  873,309   852,172   1,032,286   1,048,651 
Motor vehicles and other transport equipment  428,784   418,476   411,131   413,046 
Molds and others  27,707,878   26,849,806   25,395,892   25,836,241 
  125,466,108   122,157,498   118,666,089   120,719,212 
Less : Accumulated depreciation                
Buildings $(5,405,651) $(5,019,075) $(6,126,391) $(5,975,030)
Machinery and equipment  (10,236,825)  (8,442,940)  (15,287,411)  (14,127,506)
Office equipment  (438,139)  (393,893)  (570,337)  (537,829)
Motor vehicles and other transport equipment  (347,663)  (325,917)  (362,041)  (360,098)
Molds and others  (26,241,266)  (25,486,100)  (24,928,660)  (25,310,891)
  (42,669,544)  (39,667,925)  (47,274,840)  (46,311,354)
Less: provision for impairment for fixed assets  (454,578)  (443,650)
Property, plant and equipment, net $82,341,986  $82,045,923  $71,391,249  $74,407,858 

 

As of March 31, 20192020 and December 31, 2018,2019, the net book value of property, plant and equipment pledged as collateral for the Company’s bank loans totaled $8,195,010$7,342,859 and $8,105,419,$6,484,497, respectively. See alsoAlso see Note 15.17.

 

Depreciation expenses for the three months ended March 31, 2020 and 2019 were $1,780,152 and March 31, 2018 were $2,015,459, and $618,540, respectively.

 

NOTE 15 - INTANGIBLE ASSETS

24

 

Intangible assets include acquired other intangibles of trade name, customer relations and patent recorded at estimated fair values in accordance with purchase accounting guidelines for acquisitions.

The following table provides the gross carrying value and accumulated amortization for each major class of our intangible assets, other than goodwill:

  Remaining March 31,  December 31, 
  useful life 2020  2019 
Gross carrying amount:        
Trade name 1.75 years $492,235  $492,235 
Customer relations 1.75 years  304,086   304,086 
Patent 5.25-6.92 years  4,486,709   4,564,506 
     5,283,030   5,360,827 
Less : Accumulated amortization          
Trade name   $(401,740) $(389,053)
Customer relations    (248,179)  (240,342)
Patent    (1,190,598)  (1,076,660)
     (1,840,517)  (1,706,055)
Intangible assets, net   $3,442,513  $3,654,772 

The aggregate amortization expenses for those intangible assets were $154,856 and $159,503 for the three months ended March 31, 2020 and 2019, respectively.

Amortization expenses for the next five years and thereafter are as follows:

2020 (Nine months) $464,567 
2021  619,422 
2022  540,063 
2023  537,327 
2024  537,327 
Thereafter  743,807 
Total $3,442,513 

NOTE 14 –16 - LAND USE RIGHTS, NET

 

The Company’s land use rights consist of the following:

 

 March 31, December 31,  March 31, December 31, 
 2019  2018  2020  2019 
Cost of land use rights $15,293,146  $14,925,518  $14,480,760  $14,731,847 
Less: Accumulated amortization  (3,338,216)  (3,175,790)  (3,479,807)  (3,459,032)
Land use rights, net $11,954,930  $11,749,728  $11,000,953  $11,272,815 

 

As of March 31, 20192020 and December 31, 2018,2019, the net book value of land use rights pledged as collateral for the Company’s bank loans was $7,889,892$4,816,684 and $7,756,253,$4,937,138, respectively. Also see Note 15.17.

 

The amortization expenses for the three months ended March 31, 2020 and 2019, were $80,961 and March 31, 2018, were $83,762, and $88,899, respectively.

Amortization expenses for the next five years and thereafter is as follows:

 

2019 (Nine Months) $251,286 
2020  335,048 
2020 (Nine months) $242,883 
2021  335,048   323,844 
2022  335,048   323,844 
2023  335,048   323,844 
2024  323,844 
Thereafter  10,363,452   9,462,694 
Total $11,954,930  $11,000,953 

NOTE 15 – SHORT -TERM17 - SHORT-TERM AND LONG-TERM BANK LOANS

 

Short-term loans are summarized as follows:

 

  March 31,  December 31, 
  2019  2018 
Loans from China Ever-bright Bank      
Interest rate 5.655% per annum, paid off on April 18, 2019, secured by the assets of Kandi Vehicle, guaranteed by Mr. Hu Xiaoming and his wife, also guaranteed by company’s subsidiaries. Also see Note 13 and Note 14. $10,430,481  $10,179,745 
Loans from Hangzhou Bank        
Interest rate 5.66% per annum, due on October 14, 2019, secured by the assets of Kandi Vehicle, also guaranteed by company’s subsidiaries. Also see Note 13 and Note 14.  7,271,535   7,096,737 
Interest rate 5.66% per annum, due on July 1, 2019, secured by the assets of Kandi Vehicle, also guaranteed by company’s subsidiaries. Also see Note 13 and Note 14.  5,960,275   5,816,997 
Interest rate 5.66% per annum, due on July 4, 2019, secured by the assets of Kandi Vehicle, also guaranteed by company’s subsidiaries. Also see Note 13 and Note 14.  4,798,021   4,682,683 
Interest rate 5.66% per annum, due March 25, 2019, secured by the assets of Kandi Vehicle. Also see Note 13 and Note 14.  -   2,763,074 
Interest rate 5.66% per annum, due March 25, 2020, secured by the assets of Kandi Vehicle, also guaranteed by company’s subsidiaries. Also see Note 13 and Note 14.  2,831,131   - 
  $31,291,443  $30,539,236 
  March 31,  December 31, 
  2020  2019 
Bank A      
       
Interest rate 5.66% per annum, paid off on May 22, 2020, secured by the assets of Kandi Vehicle, also guaranteed by company’s subsidiaries. Also see Note 14 and Note 16.  6,885,264   7,004,650 
Interest rate 5.66% per annum, paid off on May 22, 2020, secured by the assets of Kandi Vehicle, also guaranteed by company’s subsidiaries. Also see Note 14 and Note 16.  4,543,146   4,621,921 
Interest rate 4.05% per annum, paid off on May 22, 2020, secured by the deposit of Kandi Vehicle. Also see Note 14 and Note 16.  2,680,738   - 
         
Bank B        
         
Interest rate 5.22% per annum, paid off on April 22, 2020, secured by the assets of Kandi Vehicle. Also see Note 14 and Note 16.  5,643,659   5,741,517 
Interest rate 5.22% per annum, paid off on April 24, 2020, secured by the assets of Kandi Vehicle. Also see Note 14 and Note 16.  4,232,745   4,306,138 
Interest rate 5.22% per annum, paid off on April 26, 2020, secured by the assets of Kandi Vehicle. Also see Note 14 and Note 16.  4,232,745   4,306,138 
Interest rate 4.79% per annum, paid off on May 22, 2020, secured by the assets of Kandi Vehicle. Also see Note 14 and Note 16.  5,643,659   - 
  $33,861,956  $25,980,364 

 


Long-term loans are summarized as follows:

 

  March 31,  December 31, 
  2019  2018 
Loans from Haikou Rural Credit Cooperative      
Interest rate 7% per annum, due on December 12, 2021, guaranteed by Kandi Vehicle and Kandi New Energy.  29,503,360   28,794,136 
  $29,503,360   28,794,136 
  March 31,  December 31, 
  2020  2019 
Bank C      
Interest rate 7% per annum, due on December 12, 2021, guaranteed by the Company’s subsidiaries.  27,653,930   28,133,433 
Long term bank loans - current and noncurrent portion $27,653,930   28,133,433 

 

The interest expenseexpenses of short-term and long-term bank loans for the three months ended March 31, 2020 and 2019 were $842,049 and 2018 was $439,183, and $414,319, respectively.

 

As of March 31, 2019,2020, the aggregate amount of short-term and long-term loans guaranteed by various third parties was $0.

 

14 

NOTE 16 – NOTES PAYABLE18 - TAXES

 

By issuing bank notes payable rather than paying cash to suppliers, the Company can defer payments until the bank notes payable are due. Depending on bank requirements, the Company may need to deposit restricted cash in banks to back up the bank notes payable, while the restricted cash deposited in the banks will generate interest income.

A bank acceptance note is a promised future payment, or time draft, which is accepted and guaranteed by a bank and drawn on a deposit at the bank. The banker’s acceptance note specifies the amount of the funds, the date, and the person to which the payment is due.

After acceptance, the draft becomes an unconditional liability of the bank, but the holder of the draft can sell (exchange) it for cash at a discount to a buyer who is willing to wait until the maturity date for the funds in the deposit. $4,884,661 and $6,440,870 were held as collateral for the notes payable as of March 31, 2019 and December 31, 2018, respectively.


As is common business practice in the PRC, the Company issues notes payable to its suppliers as settlement for accounts payable.

The Company’s notes payable also includes borrowing from third parties.

Notes payable for March 31, 2019 and December 31, 2018 were summarized as follows:

  March 31,  December 31, 
  2019  2018 
Bank acceptance notes:    
Due January 9, 2019 $- $ 872,550 
Due January 11, 2019  -   261,765 
Due January 12, 2019  -   1,454,249 
Due February 21, 2019  -   72,712 
Due February 28, 2019  -   872,550 
Due March 10, 2019  -   436,275 
Due March 20, 2019  -   290,850 
Due April 11, 2019  74,503   72,712 
Due May 1, 2019  2,980,137   2,908,499 
Due May 2, 2019  1,116,061   1,089,233 
Due May 7, 2019  447,021   436,275 
Due July 15, 2019  1,341,062   - 
Due August 2, 2019  341,226   - 
Commercial acceptance notes:        
Due March 29, 2019  -   2,763,074 
Other Notes Payable:        
Due March 31, 2019  -   1,256,875 
Total $6,300,010  $12,787,619 

NOTE 17 – TAXES

(a) Corporation Income Tax

 

Pursuant to the tax laws and regulations of the PRC, the Company’s applicable corporate income tax (“CIT”) rate is 25%. However, Kandi Vehicles and Jinhua Ankao qualify as High and New Technology Enterprise (“HNTE”) companies in the PRC, and are entitled to pay a reduced income tax rate of 15% for the years presented. A HNTE Certificate is valid for three years. An entity may re-apply for an HNTE certificate when the prior certificate expires. Historically, Kandi Vehicles has successfully re-applied for such certificates when the its prior certificates expired. Jinhua Ankao qualifyhas been qualified as HNTE since 2018. Therefore no records for renewal are available. The applicable CIT rate of each of the Company’s three other subsidiaries, Kandi New Energy, Yongkang Scrou and Kandi Hainan, the JVAffiliate Company and its subsidiaries is 25%.

 


OurThe Company’s tax provision or benefit from income taxes for interim periods is determined using an estimate of ourits annual effective tax rate, adjusted for discrete items, if any, that are taken into account in the relevant period. Each quarter we update ourthe Company updates its estimate of the annual effective tax rate, and if ourits estimated tax rate changes, we makethe management makes a cumulative adjustment. For 2019, we estimatethe management estimates that ourits effective tax rate will be favorably affected by non-taxable income such as the share of income of the JVAffiliate Company and the gain from the change of fair value of contingent liabilities and certain research and development super-deduction and adversely affected by non-deductible expenses such as part of entertainment expenses. We recordThe Company records valuation allowances against the deferred tax assets associated with losses for which weit may not realize a related tax benefit. After combining research and development tax credits of 25% on certain qualified research and development expenses, the Company’s effective tax ratesrate for the three months ended March 31, 2020 and 2019 and 2018 were a tax expense of 17.33% on a reported loss before taxes of approximately $1.3 million, a tax benefit of 15.49% on a reported loss before taxes of approximately $5.2 million, and an effective income tax rate with a tax expense of 11.76% for the same period of last year on a reported income before taxes of approximately $4.2 million, respectively.

 

OurThe quarterly tax provision, and ourthe quarterly estimate of ourthe Company’s annual effective tax rate, is subject to significant variation due to several factors, including variability in accurately predicting ourthe Company’s pre-tax and taxable income and loss, acquisitions (including integrations) and investments, changes in ourits stock price, changes in ourits deferred tax assets and liabilities and their valuation, return to provision true-up, foreign currency gains (losses), changes in regulations and interpretations related to tax, accounting, and other areas. Additionally, ourthe Company’s effective tax rate can be more or less volatile based on the amount of pre-tax income or loss. OurThe income tax provision for the three months ended March 31, 2020 and 2019 was tax expense of $232,613 and 2018 was tax benefit of $808,488, and tax expense of $496,646, respectively.


Effective January 1, 2007, the Company adopted the guidance inUnder ASC 740 guidance relating to uncertain tax positions. The guidancepositions, which addresses the determination of whether tax benefits claimed or expected to be claimed on a tax return should be recorded in the financial statements. Under ASC 740,statements, the Company may recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements from such a position should be measured based on the largest benefit that has a greater than fifty percent likelihood of being realized upon ultimate settlement. ASC 740 also provides guidance on de-recognition, classification, interest and penalties on income taxes, accounting in interim periods and requires increased disclosures. As of DecemberMarch 31, 2018,2020, the Company did not have any liability for unrecognized tax benefits. The Company files income tax returns with the U.S. Internal Revenue Services (“IRS”) and those states where the Company has operations. The Company is subject to U.S. federal or state income tax examinations by the IRS and relevant state tax authorities for years after 2006. During the periods open to examination, the Company has net operating loss carry forwards (“NOLs”) for U.S. federal and state tax purposes that have attributes from closed periods. Since these NOLs may be utilized in future periods, they remain subject to examination. The Company also files certain tax returns in the PRC. As of March 31, 2019,2020, the Company was not aware of any pending income tax examinations by U.S. or PRC tax authorities. The Company records interest and penalties on uncertain tax provisions as income tax expense. As of March 31, 20192020, the Company has no accrued interest or penalties related to uncertain tax positions.

 

The aggregate NOLs in 20182019 was $28.1 million and the aggregate NOLs in 2017 was $22.7$9.6 million deriving from entities in the PRC and Hong KongKong. The aggregate NOLs in 2018 was $28.1 million deriving from entities in the PRC and US.Hong Kong. The NOLs will start to expire from 2021 if they are not used. The cumulative net operating loss in the PRC can be carried forward for five years, to offset future net profits for income tax purposes. The Company has $0 cumulative net operating loss Pre-2018 in the U.S. can be carriedto carry forward for twenty years.as of March 31, 2020. The cumulative net operating loss in Hong Kong can be carried forward without an expiration date.

 


(b) Tax Holiday Effect

 

For the three months ended March 31, 20192020 and 2018,2019, the PRC CIT rate was 25%. Certain subsidiaries of the Company are entitled to tax exemptions (tax holidays) for the three months ended March 31, 20192020 and 2018.2019.

 

The combined effects of income tax expense exemptions and reductions available to the Company for the three months ended March 31, 20192020 and 20182019 are as follows:

 

 Three Months Ended  Three Months Ended 
 March 31,  March 31, 
 2019  2018  2020  2019 
Tax benefit (holiday) credit $71,569  $23,610  $58,325  $71,569 
Basic net income per share effect $0.000  $0.000  $0.000  $0.000 

(c) The Tax Cuts and Job Act

On December 22, 2017, the SEC staff issued Staff Accounting Bulletin (SAB) No. 118, which provides guidance on accounting for the tax effects of the Tax Act. SAB 118 provides a measurement period that should not extend beyond one year from the Tax Act enactment date for companies to complete the accounting under ASC 740. In accordance with SAB 118, a company must reflect the income tax effects of those aspects of the Tax Act for which the accounting under ASC 740 is complete. To the extent that a company’s accounting for certain income tax effects of the Tax Act is incomplete but it is able to determine a reasonable estimate, it must record a provisional estimate in its financial statements. If a company cannot determine a provisional estimate to be included in its financial statements, it should continue to apply ASC 740 on the basis of the provisions of the tax laws that were in effect immediately before the enactment of the Tax Act.

In connection with our initial analysis of the impact of the Tax Cuts and Jobs Act of 2017 (the “TCJA”) Tax Act, we recorded provisional estimates related to the re-measurement of deferred taxes and the Deemed Repatriation Transition Tax in our financial statements for our fiscal year ended December 31, 2017. The measurement period ended on December 22, 2018. As of December 22, 2018, we have completed the accounting for the impact of the Tax Act based on the guidance, interpretations, and data available. No adjustments to these provisional estimates have been recorded.

Under TCJA, Global Intangible Low-Taxed Income (” GILTI “) tax rules the Company must make an accounting policy election to either (1) recognize taxes due on future U.S. inclusions in taxable income related to GILTI as a current-period expense when incurred (the “period cost method”) or (2) factor such amount into the Company’s measure of its deferred taxes (the “deferred method”). The Company elected to treat the GILTI as a current-period expense when incurred.

2916 

 

 

NOTE 18 – STOCK OPTIONS19 - LEASES

 

OnThe Company has renewed its corporate office leases for SC Autosports, with a term of 15 months from January 31, 2020 to April 30, 2021. The monthly lease payment is $11,000 from February 2020 to April 2020 and $12,000 from May 29, 2015, the Compensation Committee2020 to April 2021. The Company recorded operating lease assets and operating lease liabilities at January 31, 2020, with a remaining lease term of the Board15 months and discount rate of Directors4.25%.

As of the Company approved the grant of stock options to purchase 4,900,000 shares ofMarch 31, 2020, the Company’s common stock, at an exercise priceright - of $9.72 per share, to the Company’s directors, officers and senior employees. The stock options will vest ratably over three years and expire- use asset (grouped in other long term assets on the tenth anniversary ofbalance sheet) was $149,614 and lease liability (grouped in other current liability on the grant date. The Company valuedbalance sheet) was $151,204. For the stock options at $39,990,540 and had amortized the stock compensation expense using the straight-line method over the service period from May 29, 2015, through May 29, 2018. The value of the stock options was estimated using the Black Scholes Model with an expected volatility of 90%, an expected life of 10 years, a risk-free interest rate of 2.23% and an expected dividend yield of 0.00%. For three months ended March 31, 2019, there were $0 in stock compensation expenses associated with stock options booked,2020, the Company’s operating lease cost was $33,000.

Supplemental information related to operating leases was as all expenses had been amortizedfollows:

  Three months ended
March 31,
2020
 
Cash payments for operating leases $33,000 

Maturities of lease liabilities as of May 29, 2018.March 31, 2020, were as follow:

Maturity of Lease Liabilities: Lease payable 
2020 $103,626 
2021  47,578 
Total $151,204 

NOTE 20 - CONTINGENT CONSIDERATION LIABILITY

On January 3, 2018, the Company completed the acquisition of 100% of the equity of Jinhua An Kao. The Company paid approximately RMB 25.93 million (approximately $4 million) at the closing of the transaction using cash on hand and issued a total of 2,959,837 shares of restrictive stock or 6.2% of the Company’s total outstanding shares of the common stock valued at approximately $20.7 million to the former shareholders of Jinhua An Kao and his designees (the “An Kao Shareholders”), and may be required to pay future consideration up to an additional 2,959,837 shares of common stock, which are being held in escrow, to be released contingent upon the achievement of certain net income-based milestones in the next three years. Any escrowed shares that are not released from escrow to the An Kao Shareholders for failure to achieve the milestones will be forfeited and returned to the Company for cancellation. While the escrowed shares are held in escrow, the Company will retain all voting rights with respect to the shares. For the year ended December 31, 2018, Jinhua An Kao achieved its first year net profit target. According to the agreement, the An Kao Shareholders received 739,959 shares of Kandi’s restrictive common stock or 12.5% of the total equity consideration (i.e., 5,919,674 total shares) as part of the purchase price. For the year ended December 31, 2019, Jinhua An Kao achieved its second year net profit target. According to the agreement, the An Kao Shareholders will receive 986,810 shares of Kandi’s restrictive common stock or 16.67% of the total equity consideration (i.e., 5,919,674 total shares) as part of the purchase price. All the escrowed shares have been included in the Company’s registration statement on Form S-3 declared effective by the SEC on April 5, 2019.

On July 1, 2018, the Company completed the acquisition of 100% of the equity of SC Autosports. The Company issued a total of 171,969 shares of restrictive stock or approximately 0.3% of the Company’s total outstanding shares of the common stock valued at approximately $0.8 million at the closing of transaction to the former members of SC Autosports within 30 days from the signing date of the Transfer Agreement, and may be required to pay future consideration up to an additional 1,547,721 shares of common stock, which are being held in escrow, to be released contingent upon the achievement of certain pre-tax profit based milestones in the next three years. Any escrowed shares that are not released from escrow to the SC Autosports former members for failure to achieve the milestones will be forfeited and returned to the Company for cancellation. While the escrowed shares are held in escrow, the Company will retain all voting rights with respect to the shares. For the year ended December 31, 2018, SC Autosports achieved its first year pre-tax profit target. According to the agreement, the former members of SC Autosports received 343,938 shares of Kandi’s restrictive common stock or 20% of total Kandi stock in the purchase price. For the year ended December 31, 2019, SC Autosports achieved its second year pre-tax profit target. According to the agreement, the former members of SC Autosports will receive 515,907 shares of Kandi’s restrictive common stock or 30% of total Kandi stock in the purchase price. All the escrowed shares have been included in the Company’s registration statement on Form S-3 declared effective by the SEC on April 5, 2019.

 

The following is a summaryCompany recorded contingent consideration liability of the stock option activitiesestimated fair value of the Company:

  Number of
Shares
  Weighted Average Exercise Price 
Outstanding as of December 31, 2017  4,233,334  $9.72 
Granted  -   - 
Exercised  -   - 
Cancelled  -   - 
Forfeited  (333,334)  9.72 
Outstanding as of December 31, 2018  3,900,000  $9.72 
Granted  -   - 
Exercised  -   - 
Cancelled  -   - 
Forfeited  -   9.72 
Outstanding as of March 31, 2019  3,900,000  $9.72 

contingent consideration the Company currently expects to pay to An Kao Shareholders and SC Autosports’ former members upon the achievement of certain milestones. The fair value of the contingent consideration liability associated with remaining shares of restrictive common stock was estimated by using the Monte Carlo simulation method, which took into account all possible scenarios. This fair value measurement is classified as Level 3 within the fair value hierarchy prescribed by ASC Topic 820, Fair Value Measurement and Disclosures. In accordance with ASC Topic 805, Business Combinations, the Company will re-measure this liability each reporting period and record changes in the fair value through a separate line item within the Company’s consolidated statements of income.

As of March 31, 2020 and December 31, 2019, the Company’s contingent consideration liability was $1,405,000 and $5,197,000, respectively. The decrease in contingent consideration liability was mainly due to the decrease of the 4,900,000 options issued toforecast of SC Autosports’ third year net income as of March 31, 2020 and the employees and directors on May 29, 2015 is $8.1613 per share.decrease of the Company’s stock price in the first quarter of 2020.

 


NOTE 19 –21 - STOCK AWARD

 

In connection with the appointment of Mr. Henry Yu as a member of the Board of Directors (the “Board”), the Board authorized the Company to providecompensate Mr. Henry Yu with 5,000 shares of Company’s restricted common stock every six months as compensation, beginning in July 2011.

 

As compensation for Mr. Jerry Lewin’s services as a member of the Board, the Board authorized the Company to providecompensate Mr. Jerry Lewin with 5,000 shares of Company’s restricted common stock every six months, beginning in August 2011.

 


As compensation for Ms. Kewa Luo’s services as the Company’s investor relation officer, the Board authorized the Company to providecompensate Ms. Kewa Luo with 5,000 shares of the Company’s common stock every six months, beginning in September 2013.

 

In November 2016, the Company entered into a three-year employment agreement with Mr. Mei Bing, to hire him as the Company’s Chief Financial Officer. Under the agreement, Mr. Mei Bing was entitled to receive an aggregate 10,000 shares of common stock each year, vested in four equal quarterly installments of 2,500 shares. On January 29, 2019, Mr. Mei resigned from his position as the Company’s CFO.

 

On January 29, 2019, the boardBoard appointed Ms. Zhu Xiaoying as interim Chief Financial Officer. Ms. Zhu was entitled to receive 10,000 shares of the common stock annually under the Company’s 2008 Omnibus Long-Term Incentive Plan (the “2008 Plan”) as a year-end equity bonus. Effective May 15, 2020, Ms. Zhu ceased being the interim Chief Financial Officer of the Company.

On May 15, 2020, the Board appointed Mr. Jehn Ming Lim as the Chief Financial Officer. Mr. Lim was entitled to receive 6,000 shares of the common stock annually under the 2008 Plan, which shall be issuable evenly on each six-month anniversary hereof or as otherwise determined by the Board.

 

The fair value of stock awards based on service is determined based on the closing price of the common stock on the date the shares are approved by the Board for grant. The compensation costs for awards of common stock are recognized over the requisite service period of three or six months.

 

On December 30, 2013, the Board approved a proposal (as submitted by the Compensation Committee) of an award (the “Board’s Pre-Approved Award Grant Sub-Plan under the 2008 Plan”) for certain executives and other key employees. The fair value of each award granted under the 2008 Plan is determined based on the closing price of the Company’s stock on the date of grant of such award. On September 26, 2016, the Board approved to terminate the previous Board’s Pre-Approved Award Grant Sub-Plan under the 2008 Plan and adopted a new plan to grant the total number of shares of common stock of the stock award for selected executives and key employees 250,000 shares of common stock for each fiscal year. On April 18, 2018, the Board authorized the Company to grantgranted 238,600 shares of common stock to certain management members and employees as compensation for their past services under the 2008 Plan. On April 30, 2019, the Board authorizedCompany granted 238,600 shares of common stock to certain management members and employees as compensation for their past services under the 2008 Plan. On May 9, 2020, the Company to grantgranted 238,600 shares of common stock to certain management members and employees as compensation for their past services under the 2008 Plan.

 

For the three months ended March 31, 20192020 and 2018,2019, the Company recognized $31,675$22,925 and $31,675 of employee stock award expenses for stock compensation and annual incentive award under the 2008 Plan paid to Board members, management and consultants under General and Administrative Expenses, respectively.


NOTE 20 – INTANGIBLE ASSETS

Intangible assets include acquired other intangibles of trade name, customer relations and patent recorded at estimated fair values in accordance with purchase accounting guidelines for acquisitions.

The following table provides the gross carrying value and accumulated amortization for each major class of our intangible assets, other than goodwill:

  Remaining March 31,  December 31, 
  useful life 2019  2018 
Gross carrying amount:          
Trade name 2.75 years $492,235  $492,235 
Customer relations 2.75 years  304,086   304,086 
Patent 6.25-7.92 years  4,738,418   4,624,513.00 
     5,534,739   5,420,834 
Less : Accumulated amortization          
Trade name   $(350,994) $(338,307)
Customer relations    (216,830)  (208,993)
Patent    (698,550)  (545,407)
     (1,266,374)  (1,092,707)
Intangible assets, net   $4,268,365  $4,328,127 

The aggregate amortization expenses for those intangible assets that continue to be amortized is reflected in amortization of intangible assets in the Consolidated Statements of Income and Comprehensive Income and were $159,503 and $168,025 for the three months ended March 31, 2019 and 2018, respectively.

Amortization expenses for the next five years and thereafter are as follows:

2019 (Nine Months) $478,510 
2020  638,012 
2021  638,012 
2022  558,652 
2023  555,917 
Thereafter  1,399,262 
Total $4,268,365 

NOTE 21 –22 - SUMMARIZED INFORMATION OF EQUITY METHOD INVESTMENT IN THE JVAFFILIATE COMPANY

 

The Company’s condensed consolidated net income (loss) includes the Company’s proportionate share of the net income or loss of the Company’s equity method investees. When the Company records its proportionate share of net income (loss) in such investees, it increases equity income (loss) – net in the Company’s consolidated statements of income and the Company’s carrying value in that investment. Conversely, when the Company records its proportionate share of a net loss in such investees, it decreases equity income (loss) – net in the Company’s consolidated statements of income (loss) and the Company’s carrying value in that investment. All intra-entity profits and losses with the Company’s equity method investees have been eliminated.

 

On March 21, 2019, Kandi VehicleVehicles signed an Equity Transfer Agreement with Geely Technologies Group Co., Ltd. (“Geely”) to transfer certain equity interests in the JVAffiliate Company to Geely. Pursuant to the Transfer Agreement, the JVAffiliate Company converted a loan of RMB 314 million (approximately $46.7$44.3 million) from Geely Group last year to equity in order to increase its cash flow. As a result, the registered capital of the JVAffiliate Company became RMB 2.442.40 billion (approximately $363.2$338.6 million), of which Kandi Vehicles owned 43.47% and Geely owned 56.53%, of the equity interests in the JV Company, respectively, upon the conversion of the loan into equity in the JV Company (the “March JV Loan to Equity Conversion”).Affiliate Company. Kandi Vehicles further agree to sell 21.47% of its equity interests in the JVAffiliate Company to Geely for a total amount of RMB 516 million (approximately $76.9$72.8 million) (the “JV Equity Transfer”). Kandi Vehicles shall own 22% of the equity interests of the JVAffiliate Company as a result of the transfer. As of September 29, 2019, the Company had received payments in cash totaling RMB 220 million (approximately $31.0 million) and certain commercial acceptance notes of RMB 296 million (approximately $41.8 million) from Geely, of which RMB 140 million (approximately $19.8 million) shall mature on January 20, 2020 and the remaining RMB 156 million (approximately $22.0 million) shall mature on March 31,29, 2020. As of September 30, 2019, the equity transfer has nothad been completed yet.completed. Therefore, in the firstthird quarter of 2019, the Company has not recognized the gain from equity sale.


sale of $20,438,986. As of date of this report, RMB 110 million (approximately $15.5 million) of the commercial acceptance notes has been collected. Affected by the coronavirus, collection of the remaining amount was agreed to be extended, which were considered as other receivable as of March 31, 2019, the JV Company consolidated its interests in the following entities on its financial statements: (1) its 100% interest in Kandi Changxing; (2) its 100% interest in Zhejiang Chang Dian and each of its two direct wholly-owned subsidiaries, Chang Dian Tonglu and Jiangsu Gu Xiang; (3) its 100% interest in Kandi Shanghai; (4) its 100% interest in Kandi Jiangsu and each of its four direct wholly-owned subsidiaries, i.e., JiHeKang, JiHeKang Service Company, Liuchuang and KandiJinhua; and (5) 100% interest in each of the directly wholly-owned subsidiaries of JiHeKang, i.e., Tianjin BoHaiWan, Jiangsu JiDian and Guangdong JiHeKang. 2020.

The Company accounted for its investments in the JVAffiliate Company under the equity method of accounting. Since the March JV Loan to Equity Conversion was completed at the end of this quarter and the JV Equity Transfer has not been completed as of March 31, 2019, we stillThe Company recorded 50%22% of the JVAffiliate Company’s loss for the first quarter of 2019. As a result, the Company’s consolidated net income for three months ended March 31, 2019 and 2018, included equity income from the JV Company during such periods.2020.

 

The combinedconsolidated results of operations and financial position of the JVAffiliate Company are summarized below:

 

  Three Months ended 
  March 31, 
  2019  2018 
Condensed income statement information:      
Net sales $1,256,873  $33,772,205 
Gross profits  (21,542)  5,560,402 
Gross margin  -1.7%  16.5%
Net(loss) income  (20,191,314)  1,021,639 
% of net sales  -1606.5%  3.0%
Company’s share in net (loss) income of JV based on 50% ownership $(10,095,657) $510,819 

  March 31,  December 31, 
  2019  2018 
Condensed balance sheet information:      
Current assets $722,278,801  $751,143,254 
Noncurrent assets  141,875,296   140,736,300 
Total assets $864,154,097  $891,879,554 
Current liabilities  573,136,473   633,711,465 
Equity  291,017,624   258,168,089 
Total liabilities and equity $864,154,097  $891,879,554 
  Three Months ended 
  March 31, 
  2020  2019 
Condensed income statement information:      
Net sales $6,627,262  $1,256,873 
Gross loss  (337,772)  (21,542)
Gross margin  -5.1%  -1.7%
Net loss  (5,036,862)  (20,191,314)

 


For the three months ended March 31, 2019 and 2018, the JV Company’s revenues were derived primarily from the sales of EV products and EV parts in China. Because the Company has a 43.47% ownership interest in the JV Company as of March 31, 2019 and 50% as of March 31, 2018 and accounted for its investments in the JV Company under the equity method of accounting, the Company did not consolidate the JV Company’s financial results, but instead included equity income from the JV Company during such periods.

  March 31,  December 31, 
  2020  2019 
Condensed balance sheet information:      
Current assets $579,040,711  $640,688,401 
Noncurrent assets  62,458,209   64,589,516 
Total assets $641,498,920  $705,277,917 
Current liabilities  435,465,398   490,625,640 
Equity  206,033,522   214,652,277 
Total liabilities and equity $641,498,920  $705,277,917 

 

Note: The following table illustrates the captions used in the Company’s Income Statements for its equity based investment in the JVAffiliate Company.

  

The Company’s equity method investments in the JVAffiliate Company for the three months ended March 31, 20192020 and 20182019 are as follows:

 

 Three Months ended  Three Months ended 
 March 31,  March 31, 
 2019  2018  2020  2019 
Investment in the JV Company, beginning of the period, $128,929,893  $70,681,013 
Investment in the Affiliate Company, beginning of the period, $47,228,614  $128,929,893 
Gain from equity dilution  4,365,390   -   -   4,365,390 
Company’s share in net (loss) income of JV based on 50% ownership  (10,095,657)  510,819 
Company’s share in net loss of Affiliate based on 22% ownership for three months ended March 31, 2020 and 50% ownership for three months ended March 31, 2019  (1,108,361)  (10,095,657)
Intercompany transaction elimination  (10,624)  (175,274)  -   (10,624)
Year 2018 unrealized profit realized  157,123   459,510 
Prior year unrealized profit realized  5,591   157,123 
Subtotal  (9,949,158)  795,055   (1,102,770)  (9,949,158)
Exchange difference  3,146,280   2,559,427   (788,185)  3,146,280 
Investment in JV Company, end of the period $126,492,405  $74,035,495 
Investment in Affiliate Company, end of the period $45,337,659  $126,492,405 

 

The gain from equity dilution for three months ended March 31, 2019 resulted from the JVAffiliate Company issuing shares to the JV partner,major shareholder of the Affiliate Company, Greely, in exchange for extinguishment of a loan from Greely, resulting in dilution of equity ownership of the Company from 50% to 43.47%. This dilutive transaction was treated as if the Company sold a proportional share of its investment in the JVAffiliate Company.

 

Sales to the Company’s customers, the JVAffiliate Company and its subsidiaries, for the three months ended March 31, 20192020, were $1,733,497$0 or 10%0% of the Company’s total revenue, for the year, a decrease of 33.4%100% from $1,733,497 of the sales to the JV Company from the same period ofquarter last year. Sales to the JVAffiliate Company and its subsidiaries were primarily of battery packs, body parts, EV drive motors, EV controllers, air conditioning units and other auto parts.

 

There were no EV products sold in the first quarter of 2019 due to the national subsidy policy adjustment during the first quarter and pending restructuring of the JV Company.


As of March 31, 20192020 and December 31, 2018,2019, the current and noncurrentnet amount due from the JVAffiliate Company and its subsidiaries, was $61,145,985$20,026,310 and $67,801,735,$31,330,763, respectively. The breakdown is as below: 

  March 31,  December 31, 
  2019  2018 
       
Kandi Shanghai $29,823,380  $29,106,464 
Kandi Changxing  208,029   203,028 
Kandi Jiangsu  437,500   614,537 
Liuchuang  237,159   123,210 
Zhejiang Chang Dian  280,674   273,927 
Kandi Electric Vehicles Group  30,159,243   37,480,569 
Consolidated JV $61,145,985  $67,801,735 

As of March 31, 20192020 and December 31, 2018,2019 the current and noncurrentnet amount due tofrom the JVAffiliate Company and its subsidiaries was $85,757included $2,021,512 and $118,273, respectively. The breakdown is as below:$2,056,564 interest receivable related to the loan lent to the Affiliate Company, but didn’t include any outstanding loan principal.

 

  March 31,  December 31, 
  2019  2018 
       
Kandi Jinhua $-  $118,273 
Liuchuang  85,757   - 
Consolidated JV Company $85,757  $118,273 

NOTE 22 –23 - COMMITMENTS AND CONTINGENCIES

 

Guarantees and pledged collateral for bank loans to other parties

 

(1) Guarantees for bank loans

  March 31,  December 31, 
  2019  2018 
Guarantee provided to      
Kandi Electric Vehicles Group Co., Ltd.  -   7,271,247 
Kandi Electric Vehicles Jiangsu Co., Ltd.  7,450,343   7,271,247 
Total $7,450,343  $14,542,494 

 

On March 15, 2013, the Company entered into a guarantee contract to serve as the guarantor of Nanlong Group Co., Ltd. (“NGCL”) for NGCL’s $2,980,137$ 2,821,830 (RMB 20 million) loan from Shanghai Pudong Development Bank Jinhua Branch, with a related loan period offrom March 15, 2013 to March 15, 2016. NGCL is not related to the Company. Under this guarantee contract, the Company agreed to assume joint liability as the loan guarantor. In April 2017, Shanghai Pudong Development Bank filed a lawsuit against NGCL, the Company and ten other parties in Zhejiang Province People’s Court in Yongkang City, alleging NGCL defaulted on a bank loan borrowed from Shanghai Pudong Development Bank for a principal amount of approximately $2.9 million and demanded that the guarantor bear the liability for compensation. On May 27, 2017, a judicial mediation took place in Yongkang City and parties reached a settlement in mediation, in which the plaintiff agreed NGCL would repay the loan principal and interest in installments. So long asIf there were an event of default that NGCL repayscould not repay the principal and interest according to the agreement, the plaintiff will not askloan, the Company for recovery. Asmay be obligated to bear the liability of March 31, 2019, thedefaulted amount. The Company expects the likelihood of incurring losses in connection with this matter to be remote.

 


On September 29, 2015, the Company entered into a guarantee contract to serve as the guarantor of Zhejiang Shuguang Industrial Co., Ltd. (“ZSICL”) for a bank loan in the amount of $4,321,199$4,091,653 (RMB 29 million) from Ping An Bank, with a related loan period of September 29, 2015, to September 28, 2016. ZSICL is not related to the Company. Under this guarantee contract, the Company agreed to perform all the obligations of ZSICL under the loan contract if ZSICL failed to perform its obligations as set forth therein. In August 2016, Ping An Bank Yiwu Branch (“Ping An Bank”) filed a lawsuit against ZSICL, the Company, and three other parties in Zhejiang Province People’s Court in Yiwu City, alleging ZSICL defaulted on a bank loan it had borrowed from Pin An Bank for a principal amount of RMB 29 million or approximately $4.2 million (the “Principal”), for which the Company was a guarantor along with other three parties. On December 25, 2016, the court ruled that ZSICL should repay Ping An Bank the principal and associated interest remaining on the bank loan within 10 days once the adjudication was effective. Additionally, the court found that the Company and the three other parties, acting as guarantors, have joint liability for this bank loan. On July 31, 2017, the Company and Ping An Bank reached an agreement to settle. According to the agreement, the Company was to pay Ping An Bank RMB 20 million or approximately $3.0 million in four installments before October 31, 2017 to release the Company from its guarantor liability for this default. As of October 31, 2017, the Company has paid all four installments totaling RMB 20 million or approximately $3.0 million to Ping An Bank and thus the Company has been released from its guarantor liability for this default. According to the Company’s agreement with ZSICL, ZSICL agreed to reimburse all the Company’s losses due to ZSICL’s default on the loan principal and interests, of which RMB 11.913.9 million has been reimbursed to the Company as of the date of this report and the remainder is expected to be reimbursed in installments within next two years.installments. The Company expects the likelihood of incurring losses in connection with this matter to be low.

On August 29, 2018, the Company entered into a guarantee contract to serve as the guarantor for the JV Company for bank acceptance notes in the aggregate amount of $3,129,144 (RMB 21million) from Bank of China, with a related period of August 29, 2018 to February 29, 2019, and which were paid off on February 29, 2019. Under this guarantee contract, the Company agreed to perform all the obligations of the JV Company under the loan contract if the JV Company fails to perform its obligations as set forth therein.

On August 30, 2018, the Company entered into a guarantee contract to serve as the guarantor for Kandi Jiangsu for bank loans in the aggregate amount of $7,450,343 (RMB50 million) from China Merchants Bank Nantong branch, with a related loan period of August 31, 2018 to February 28, 2019, and was paid off on February 1, 2019. On February 1, 2019, the loan was renewed with a term of February 1, 2019 to July 31, 2019. Under this guarantee contract, the Company agreed to perform all the obligations of the JV Company under the contract if the Kandi Jiangsu fails to perform its obligations as set forth therein.

On September 3, 2018, the Company entered into a guarantee contract to serve as the guarantor for the JV Company for bank acceptance notes in the aggregate amount of $4,321,199 (RMB29 million) from Bank of China, with a related period of September 3, 2018 to March 3, 2019 and was paid off on March 3, 2019. Under this guarantee contract, the Company agreed to perform all the obligations of the JV Company under the contract if the JV Company fails to perform its obligations as set forth therein.

 

(2) Pledged collateral for bank loans tofor which the parties other parties.than the Company are the borrowers.

 

As of March 31, 20192020 and December 31, 2018,2019, none of the Company’s land use rights or plants and equipment were pledged as collateral securing bank loans tofor which the parties other parties.

than the Company are the borrowers.

36


Litigation

 

Beginning in March 2017, putative shareholder class actions were filed against Kandi Technologies Group, Inc. (“Kandi”) and certain of its current and former directors and officers in the United States District Court for the Central District of California and the United States District Court for the Southern District of New York. The complaints generally allegealleged violations of the federal securities laws based on Kandi’s disclosure in March 2017 that its financial statements for the years 2014, 2015 and the first three quarters of 2016 would need to be restated, and soughtseek damages on behalf of putative classes of shareholders who purchased or acquired Kandi’s securities prior to March 13, 2017. All ofKandi moved to dismiss the remaining cases, areall of which were pending in the New York federal court, and lead plaintiff and lead counsel have been appointed. Kandi has moved to dismiss the remaining cases and that motion remains pending.was granted by an order entered on September 30, 2019, and the time to appeal has run.

 

Beginning in May 2017, purported shareholder derivative actions based on the same underlying events described above were filed against certain current and former directors of Kandi in the United States District Court for the Southern District of New York. Lead plaintiff and lead counsel have been appointed. The New York federal court confirmed the voluntary dismissal of these actions in April 2019.

 

In October 2017, a shareholder filed a books and records action against the Company in the Delaware Court of Chancery pursuant to 8 Del. C. Section 220 seeking the production of certain documents generally relating to the same underlying items described above as well as attorney’s fees (the “Section 220 Litigation”). On September 28, 2018, the parties, through their respective counsel, agreed to dismiss the Section 220 Litigation with prejudice and with each party bearing its own attorney’s fees, costs, and expenses, thereby concluding the action. In February 2019, this same shareholder commenced a derivative action against certain current and former directors of Kandi in the Delaware Court of Chancery. A motion to dismiss this derivative action was filed in May 2019 and that motion was denied on April 27, 2020.

 

Separately, otherin connection with allegations of misconduct identified in pre-suit demands made by putative shareholders of Kandi, have made pre-suit demands based on, among other things, the restatements described above. The Board of Directors approved the formation ofKandi formed a Special Litigation Committee (“SLC”) and the retention of aretained Delaware law firm as independent counsel to the SLC. The SLC and independent counsel areto aid in the process of conducting anSLC’s investigation of, and to ultimately report on, the allegations of misconduct set forth in the pre-suit demands. The investigation remains ongoing.

 

The Company believes that although its financial statements for the years 2014, 2015 and the first three quarters of 2016 were restated, the restatements had no effect on its net income. While the Company further believes that the claims in thethese litigations are without merit and will defend itself vigorously, Kandithe Company is unable to estimate the possible loss, if any, associated with thethese litigations. The ultimate outcome of any litigation is uncertain and the outcome of these matters, whether favorable or unfavorable, could have a negative impact on Kandi’sthe Company’s financial condition or results of operations due to defense costs, diversion of management resources and other factors. Defending litigation can be costly, and adverse results in the Litigationslitigations could result in substantial monetary judgments. No assurance can be made that litigation will not have a material adverse effect on Kandi’sthe Company’s future financial position. 

 

37


NOTE 23 –24 - SEGMENT REPORTING

 

The Company has one operating segment. The Company’s revenue and long-lived assets are primarily derived from and located in China.China and US. The Company does not have manufacturing operations outside of China.

 

The following table sets forth disaggregation of revenue:

 

 Three Months Ended March 31,  Three Months Ended
March 31,
 
 2019  2018  2020  2019 
 Sales Revenue  Sales Revenue  Sales Revenue Sales Revenue 
Primary geographical markets          
Overseas $5,222,525  $1,825,262  $2,130,824  $5,222,525 
China  12,845,935   6,510,645   4,241,600   12,845,935 
Total $18,068,460  $8,335,907  $6,372,424  $18,068,460 
                
Major products                
EV parts $12,771,440  $6,372,597  $2,081,335  $12,771,440 
EV products  255,819   - 
Off-road vehicles  5,297,020   1,963,310   4,035,270   5,297,020 
Total $18,068,460  $8,335,907  $6,372,424  $18,068,460 
                
Timing of revenue recognition                
Products transferred at a point in time $18,068,460  $8,335,907  $6,372,424  $18,068, 460 

NOTE 25 - SUBSEQUENT EVENT

On May 22, 2020, the Company received the first payment of RMB 244 million (approximately $34.4 million) under the Repurchase Agreement.

 


Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

 

This report contains forward-looking statements within the meaning of the federal securities laws that relate to future events or our future financial performance. In some cases, you can identify forward-looking statements by terminology,terminologies, such as “may,” “will,” “should,” “could,” “expect,” “plan,” “anticipate,” “believe,” “estimate,” “project,” “predict,” “intend,” “potential” or “continue” or the negative of such terms or other comparable terminology,terminologies, although not all forward-looking statements contain such terms.

 

In addition, these forward-looking statements include, but are not limited to, statements regarding implementing our business strategy; development and marketing of our products; our estimates of future revenue and profitability; our expectations regarding future expenses, including research and development, sales and marketing, manufacturing and general and administrative expenses; difficulty or inability to raise additional financing, if needed, on terms acceptable to us; our estimates regarding our capital requirements and our needs for additional financing; attracting and retaining customers and employees; sources of revenue and anticipated revenue; and competition in our market.

 

Forward-looking statements are only predictions. Although we believe that the expectations reflected in these forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. All of our forward-looking information is subject to risks and uncertainties that could cause actual results to differ materially from the results expected. Although it is not possible to identify all factors, these risks and uncertainties include the risk factors and the timing of any of those risk factors described in our Annual Report onthe 2019 Form 10-K for the year ended December 31, 2018 and those set forth from time to time in our other filings with the Securities and Exchange Commission (“SEC”).SEC. These documents are available on the SEC’s Electronic Data Gathering and Analysis Retrieval System at http://www.sec.gov.

 

Critical Accounting Policies and Estimates

This section should be read together with the Summary of Significant Accounting Policies in the attached consolidated financial statements included in this report.

Estimates affecting accounts receivable and inventories

 

The preparation of ourthe condensed consolidated financial statements in conformity with U.S. GAAP requires managementus to make estimates and assumptions that affect our reportingthe reported amounts of assets and liabilities (andand disclosure of contingent assets and liabilities). These estimates are particularly significant where they affect the reported net realizable value of our accounts receivable and inventories.

Accounts receivable are recognized and carried at net realizable value. An allowance for doubtful accounts is recorded in the period when a loss is probable based on an assessment of specific factors, such as troubled collection, historical experience, accounts aging, ongoing business relations and other factors. Accounts are written off after exhaustive efforts at collection. If accounts receivable are to be provided for, or written off, they will be recognized in the consolidated statement of operations within operating expenses. We had allowances for doubtful accounts of $138,678 and $120,010liabilities, as of March 31, 2019 and December 31, 2018, in accordance with our management’s judgment based on their best knowledge.

Inventory is stated at the lower of cost, determined on a weighted average basis, or net realizable value. Net realizable value is the estimated selling price in the ordinary course of business less the estimated cost of completion and the estimated costs necessary to make the sale. Adjustments to reduce the cost of inventory to its net realizable value are made, if required, for estimated excess, obsolescence, or impaired balances. When inventories are sold, their carrying amount is charged to expense in the year in which the revenue is recognized. Write-downs for declines in net realizable value or for losses of inventories are recognized as an expense in the year the impairment or loss occurs. There were $829,523 and $840,701 of decline in net realizable value of inventory as of March 31, 2019 and December 31, 2018, respectively, due to our provision for slow moving inventory.

Although we believe that there is little likelihood that actual results will differ materially from our current estimates, if customer demand for our products decreases significantly in the near future, or if the financial condition of our customers deteriorates in the near future, we could realize significant write downs for slow-moving inventories or uncollectible accounts receivable.

39

Policy affecting recognition of revenue

Our revenue recognition policy plays a key role in our consolidated financial statements.

In determining when and how revenue is recognized from contracts with customers, we perform the following five-step analysis: (i) identification of contract with customer; (ii) determination of performance obligations; (iii) measurement of the transaction price; (iv) allocation of the transaction price to the performance obligations; and (v) recognition of revenue when (or as) we satisfy each performance obligation.

We generate revenue through the sale of EV products, EV parts and off-road vehicles. Our revenue recognition policies are the same for our EV products, EV parts and off-road. The revenue is recognized at a point in time once we have determined that the customer has obtained control over the product. Control is typically deemed to have been transferred to the customer when the performance obligation is fulfilled, usually at the time of delivery, at the net sales price (transaction price). Estimates of variable consideration, such as volume discounts and rebates, are determined, reviewed and revised periodically by management. Revenue is recognized net of any taxes collected from customers. Such taxes are subsequently remitted to governmental authorities. Shipping and handling costs for product shipments occurring prior to the customer obtaining control of the goods are accounted for as fulfillment costs rather than separate performance obligations and recorded as sales and marketing expenses. 

Policy affecting options, warrants and convertible notes

Our stock option cost is recorded in accordance with ASC 718 and ASC 505. The fair value of stock options is estimated using the Black-Scholes-Merton model. Our expected volatility assumption is based on the historical volatility of our stock. The expected life assumption is primarily based on the expiration date of the option. The risk-free interest rate forfinancial statements, and the expected termreported amounts of revenue and expenses during the option is basedreported period. If these estimates differ significantly from actual results, the impact to the condensed consolidated financial statements may be material. There have been no material changes in our critical accounting policies and estimates from those disclosed in on the U.S. Treasury yield curve in effect at the time2019 Form 10-K. Please refer to Part II, Item 7 of grant. Stock option expense recognition is based on awards expected to vest. There were no estimated forfeitures. ASC standards require forfeitures to be estimated at the timesuch a report for a discussion of grantour critical accounting policies and revised in subsequent periods, if necessary, if actual forfeitures differ from those estimates.

 

Our warrant costs are recorded in liabilities and equities, respectively, in accordance with ASC 480, ASC 505 and ASC 815. The fair value of a warrant, which is classified as a liability, is estimated using the Binomial Tree model and the lattice valuation model. Our expected volatility assumption is based on the historical volatility of our common stock. The expected life assumption is primarily based on the expiration date of the warrant. The risk-free interest rate for the expected term of the warrant is based on the U.S. Treasury yield curve in effect at the time of measurement. Our warrants, which are freestanding derivatives classified as liabilities on the balance sheet, are measured at fair value on each reporting date, with decreases in fair value recognized in earnings and increases in fair values recognized in expenses.

The fair value of equity-based warrants, which are not considered derivatives under ASC 815, is estimated using the Black-Scholes -Merton model. Our expected volatility assumption is based on the historical volatility of our common stock. The expected life assumption is primarily based on the expiration date of the warrant. The risk-free interest rate for the expected term of the option is based on the U.S. Treasury yield curve in effect at the time of grant.

In accordance with ASC 815, the conversion feature of the convertible notes is separated from the debt instrument and accounted for separately as a derivative instrument. On the date the convertible notes are issued, the conversion feature is recorded as a liability at its fair value, and future decreases in fair value are recognized in earnings while increases in fair values are recognized in expenses. We used the Black-Scholes -Merton option-pricing model to obtain the fair value of the conversion feature. The expected volatility assumption is based on the historical volatility of our common stock. The expected life assumption is primarily based on the expiration date of the conversion features. The risk-free interest rate for the expected term of the conversion features is based on the U.S. Treasury yield curve in effect at the time of measurement.

40

Warranty Liability

Most of our non-EV products (“Legacy Products”) are exported out of China to foreign countries that have legal and regulatory requirements with which we are not familiar. The development of warranty policies for our Legacy Products in each of these countries would be virtually impossible and prohibitively expensive. Therefore, we provide price incentives and free parts to our customers and in exchange, our customers establish appropriate warranty policies and assume warranty responsibilities.

Consequently, warranty issues are taken into consideration during price negotiations for our products. Free parts are delivered along with the products, and when products are sold, the related parts are recorded as cost of goods sold. Due to the reliability of our products, we have been able to maintain this warranty policy and we have not had any product liability issues attributed to our products.

The aforementioned warranty procedures are in place with the exception of SC Autosports, our wholly-owned U.S. subsidiary. SC Autosports offers warranties for sale for products manufactured by Bennche, LLC (“Bennche”) and Massimo Motor Sports, LLC (“Massimo”), which cover ATVs, UTVs, electric vehicles (EVs), etc. sold in the United States, subject to certain coverage limitations. Based on different products and models, warranties last for a term of twelve (12) months, six (6) months or 90 days, effective from the date of purchase by the original owner. As an authorized dealer, SC Autosports is responsible for making repairs and replacements covered by the warranties at no charge for parts and labor.

For the EV products that we sell in China, we provide a three year or 50,000 kilometer manufacturer warranty. This warranty affects the Company through our participation and investment in the JV Company, which manufactures the EV products.

Results of Operations

Overview

 

We are one of the leading manufacturers of EV products (through Kandi Hainan and the JVAffiliate Company), EV parts and off roadoff-road vehicles in China. For the three months ended March 31, 2019,2020, we recognized total revenue of $18,068,460$6,372,424 as compared to $8,335,907$18,068,460 for the three months ended March 31, 2018, an increase2019, a decrease of $9,732,553,$11,696,036 or 116.8%, primarily due to the increased revenue of EV parts sales.64.7%. For the three months ended March 31, 2019,2020, we recorded $3,136,437$1,167,259 of gross profits, an increaseprofit, a decrease of $1,790,486 or 133.0%62.8% from the same periodquarter of 2018, primarily due to the increase of revenue from the sale of EV parts.2019. Gross margin for the three months ended March 31, 20192020 was 17.4%18.3%, an increase comparecompared to 16.1%17.4% for the same quarter of 2019. We recorded a net loss of $1,574,646 for the three months ended March 31, 2018. We recorded2020, compared to a net loss of $4,409,472 for the three months ended March 31, 2019, compared to net income of $3,727,995 in the same periodquarter of 2018, largely due to the increased share of2019, a decrease in net loss of the JV Company compared to the same period$2,834,826 or 64.3%.

The spread of last year, a resultCOVID-19 around China and other parts of the national subsidy policy adjustment duringworld in the first quarter of 2020 has caused significant volatility in the markets of China, U.S., and pending restructuringthe rest of the JV Company.

Overworld. The pandemic has resulted in quarantines, travel restrictions, and the following monthstemporary closure of 2019, we plan to continue marketingstores and selling our current productsfacilities in China and developing new products to meet market demand and further penetrate domestic and international markets. 2019elsewhere. Although the Company’s operations in China has fully resumed in early March 2020, the COVID-19 will beaffect the implementation year for a declineCompany’s business performance in subsidies from the Chinese government for new energy vehicles. The Chinese government’s subsidy for new energy vehicles has continued to decline compared to past years.2020. However, as of the date of this report, the new government policy regarding state subsidies for new energy vehicles has not yet been released. The Chinese government has not made clear the extent to which the COVID-19 impacts our operations will depend on future developments, which are highly uncertain and cannot be predicted with confidence, including the duration of the outbreak, new energy vehicle subsidies will decline.information which may emerge concerning the severity of the coronavirus and the actions to contain the coronavirus or minimize its harm, among others.

The COVID outbreak has seriously impacted the EV market in 2020, leading us to explore how to augment our business. As we looked at other market opportunities that leverage our expertise, the management of the Company found potential in a number of ancillary products aimed at intelligent transportation. For example, Electric Scooters and Electric Self-Balancing Vehicles have distinct potential, with tens of millions of units sold each year around the world. The Company cannot predictis pursuing these opportunities by expanding production of intelligent transportation products that exploit our advantages in the coming year whetherYongkang Scrou's power electric motor and Jinhua Ankao’s power battery pack. Our products aimed at this market combines our motors and battery packs into a dynamic power train system. Through extensive product trials, we are able to meet a leading standard in China, and thus will go into mass production this month. As this business is developing quickly and progressing, the declining levels of national new energy vehicle subsidiesCompany will be made up by the scale effect of production,consider to merge Yongkang Scrou and Jinhua Ankao into a reduction of the purchase price of key parts, or tightened controls over manufacturing costs. This may also present greater challengessingle specialized powertrain technology company.

The Company originally planned to export 2,000 to 5,000 units electric vehicles to the JV Company’s operations. Therefore, changesU.S. in government support policies may have a significant adverse impact on2020, but due to the Company’s business prospects, operating results, cash flow and profitabilityCOVID-19 pandemic in the coming years. To weatherfirst half of 2020, the challenging marketplan should be adjusted according to the situation we intend to continue to strengthen our technical abilities, improve our core competitiveness, and enhance our brand image to broaden our customer base and increase our market share.

of COVID-19 control in the U.S.


Results of Operations

Comparison of the Three Months Ended March 31, 20192020 and 20182019

 

The following table sets forth the amounts and percentage relationship to revenue of certain items in our condensed consolidated statements of income (loss)operations and comprehensive income (loss) for the three months ended March 31, 20192020 and 2018.2019.

 

  Three Months Ended       
  March 31, 2019  % of Revenue  March 31, 2018  % of Revenue  Change in Amount  Change in % 
                   
REVENUES FROM UNRELATED PARTY, NET  16,334,963   90.4%  5,732,463   68.8%  10,602,500   185.0%
REVENUES FROM THE JV COMPANY AND RELATED PARTY, NET  1,733,497   9.6%  2,603,444   31.2%  (869,947)  (33.4%)
                         
REVENUES, NET  18,068,460       8,335,907       9,732,553   116.8%
                         
COST OF GOODS SOLD  (14,932,023)  (82.6%)  (6,989,956)  (83.9%)  (7,942,067)  113.6%
                         
GROSS PROFIT  3,136,437   17.4%  1,345,951   16.1%  1,790,486   133.0%
                         
OPERATING EXPENSES:                        
Research and development  (537,433)  (3.0%)  (757,298)  (9.1%)  219,865   (29.0%)
Selling and marketing  (618,003)  (3.4%)  (748,225)  (9.0%)  130,222   (17.4%)
General and administrative  (2,039,528)  (11.3%)  398,171   4.8%  (2,437,699)  (612.2%)
Total Operating Expenses  (3,194,964)  (17.7%)  (1,107,352)  (13.3%)  (2,087,612)  188.5%
                         
(LOSS) INCOME FROM OPERATIONS  (58,527)  (0.3%)  238,599   2.9%  (297,126)  (124.5%)
                         
OTHER INCOME (EXPENSE):                        
Interest income  252,404   1.4%  942,993   11.3%  (690,589)  (73.2%)
Interest expense  (439,183)  (2.4%)  (550,417)  (6.6%)  111,234   (20.2%)
Change in fair value of contingent consideration  89,000   0.5%  2,680,179   32.2%  (2,591,179)  (96.7%)
Government grants  47,724   0.3%  95,255   1.1%  (47,531)  (49.9%)
Gain from equity dilution in JV  4,365,390   24.2%  -   0.0%  4,365,390   - 
Share of (loss) income after tax of the JV Company  (9,949,158)  (55.1%)  795,055   9.5%  (10,744,213)  (1351.4%)
Other income , net  474,390   2.6%  22,977   0.3%  451,413   1964.6%
Total other (expense) income, net  (5,159,433)  (28.6%)  3,986,042   47.8%  (9,145,475)  (229.4%)
                         
(LOSS) INCOME BEFORE INCOME TAXES  (5,217,960)  (28.9%)  4,224,641   50.7%  (9,442,601)  (223.5%)
                         
INCOME TAX BENEFIT (EXPENSE)  808,488   4.5%  (496,646)  (6.0%)  1,305,134   (262.8%)
                         
NET (LOSS) INCOME  

(4,409,472

)  

(24.4

%)  3,727,995   44.7%  

(8,137,467

)  

(218.3

%)

  Three Months Ended          
  March 31, 2020  % of Revenue  March 31, 2019  % of Revenue  Change in Amount  Change in % 
                   
REVENUES FROM UNRELATED PARTY, NET $6,372,424   100.0% $16,334,963   90.4%  (9,962,539)  (61.0)%
REVENUES FROM THE AFFILIATE COMPANY AND RELATED PARTY, NET  -   0.0%  1,733,497   9.6%  (1,733,497)  (100.0)%
                         
REVENUES, NET  6,372,424       18,068,460       (11,696,036)  (64.7)%
                         
COST OF GOODS SOLD  (5,205,165)  (81.7)%  (14,932,023)  (82.6)%  9,726,858   (65.1)%
                         
GROSS PROFIT  1,167,259   18.3%  3,136,437   17.4%  (1,969,178)  (62.8)%
                         
OPERATING EXPENSES:                        
Research and development  (640,240)  (10.0)%  (537,433)  (3.0)%  (102,807)  19.1%
Selling and marketing  (878,306)  (13.8)%  (618,003)  (3.4)%  (260,303)  42.1%
General and administrative  (3,066,735)  (48.1)%  (2,039,528)  (11.3)%  (1,027,207)  50.4%
Total Operating Expenses  (4,585,281)  (72.0)%  (3,194,964)  (17.7)%  (1,390,317)  43.5%
                         
LOSS FROM OPERATIONS  (3,418,022)  (53.6%)  (58,527)  (0.3)%  (3,359,495)  5740.1%
                         
OTHER INCOME (EXPENSE):                        
Interest income  338,944   5.3%  252,404   1.4%  86,540   34.3%
Interest expense  (982,934)  (15.4)%  (439,183)  (2.4)%  (543,751)  123.8%
Change in fair value of contingent consideration  3,792,000   59.5%  89,000   0.5%  3,703,000   4160.7%
Government grants  11,099   0.2%  47,724   0.3%  (36,625)  (76.7)%
Gain from equity dilution in the Affiliate Company  -   0.0%  4,365,390   24.2%  (4,365,390)  (100.0)%
Share of loss after tax of the Affiliate Company  (1,102,770)  (17.3)%  (9,949,158)  (55.1)%  8,846,388   (88.9)%
Other income , net  19,650   0.3%  474,390   2.6%  (454,740)  (95.9)%
Total other income (expense), net  2,075,989   32.6%  (5,159,433)  (28.6)%  7,235,422   (140.2)%
                         
LOSS BEFORE INCOME TAXES  (1,342,033)  (21.1)%  (5,217,960)  (28.9)%  3,875,927   (74.3)%
                         
INCOME TAX (EXPENSE) BENEFIT  (232,613)  (3.7)%  808,488   4.5%  (1,041,101)  (128.8)%
                         
NET LOSS  (1,574,646)  (24.7)%  (4,409,472)  (24.4)%  2,834,826   (64.3)%

(a) Revenue

 

For the three months ended March 31, 2019,2020, our revenue was $18,068,460$6,372,424 compared to $8,335,907$18,068,460 for the same period of 2018, an increase2019, representing a decrease of $9,732,553$11,696,036 or 116.8%64.7%. The increasedecrease in revenue was mainly due to the increase in sales of both EV parts and off-road vehicles during this quarter. The increasedecrease in EV parts sales, which was primarily due to the increased sales volumeoutbreak of battery packs.COVID-19 and the lock-down policy in China in the first quarter of 2020 which significantly affected our production and the demand from the customers.

 

The following table summarizes our revenues by product types for the three months ended March 31, 20192020 and 2018:2019:

 

 

Three Months Ended

March 31,

  Three Months Ended
March 31,
 
 2019 2018  2020  2019 
 Sales Sales  Sales Sales 
EV parts $12,771,440  $6,372,597  $2,081,335  $12,771,440 
EV products  255,819   - 
Off-road vehicles  5,297,020   1,963,310   4,035,270   5,297,020 
Total $18,068,460  $8,335,907  $6,372,424  $18,068,460 

 

EV Parts

 

During the three months ended March 31, 2019,2020, our revenues from the salesales of EV parts were $12,771,440,$2,081,335, representing an increasea decrease of $6,398,843$10,690,105 or 100.4%83.7% from $6,372,597$12,771,440 for the firstsame quarter of 2018.2019.

 

Our revenue for the three months ended March 31, 20182020 primarily consisted of revenue from the salesales of battery packs, body parts, EV controllers, air conditioning units and other auto parts for use in the manufacturing of EV products. These sales accounted for 70.7%32.7% of total sales.

 

During the three months ended March 31, 2020 and 2019, and 2018, our revenuesrevenue from the sale of EV parts to the JVAffiliate Company and its subsidiaries accounted for approximately 10%0% and 31%10% of our total net revenue for the quarter, respectively. The EV parts we sold to the JV Company were used in manufacturing pure EV products by the JV Company’s subsidiaries.

 


Off-Road VehiclesEV Products

 

During the three months ended March 31, 2019,2020, our revenue from the sale of EV Products was $255,819, which was due to the export sales of Hainan factories’ products. There weren’t any EV products sales in the same quarter of 2019.

Off-Road Vehicles

During the three months ended March 31, 2020, our revenue from the sales of off-road vehicles, including go karts, all-terrain vehicles (“ATVs”), and others, totaledwere $4,035,270, representing a decrease of $1,261,750 or 23.8% from $5,297,020, representing an increasefor the same quarter of $3,333,710 or 169.8% from $1,963,310 for2019. The decrease was mainly due to the sales decrease as a result of the outbreak of COVID-19 in the first quarter of 2018. The increase in revenue of off-road vehicles was largely due to additional sales from SC Autosports, which became our wholly-owned U.S. subsidiary in July 2018. 2020.

Our off-road vehicles business line accounted for approximately 29.3%63.3% of our total net revenue for the three months ended March 31, 2019.2020.

  


The following table shows the breakdown of our net revenues:

 

 Three Months Ended March 31,  Three Months Ended
March 31
 
 2019  2018  2020  2019 
 Sales Revenue  Sales Revenue  Sales Revenue Sales Revenue 
Primary geographical markets          
Overseas $5,222,525  $1,825,262  $2,130,824  $5,222,525 
China  12,845,935   6,510,645   4,241,600   12,845,935 
Total $18,068,460  $8,335,907  $6,372,424  $18,068,460 
                
Major products                
EV parts $12,771,440  $6,372,597  $2,081,335  $12,771,440 
EV products  255,819   - 
Off-road vehicles  5,297,020   1,963,310   4,035,270   5,297,020 
Total $18,068,460  $8,335,907  $6,372,424  $18,068,460 
                
Timing of revenue recognition                
Products transferred at a point in time $18,068,460  $8,335,907  $6,372,424  $18,068,460 

 


(b) Cost of goods sold

 

Cost of goods sold was $14,932,023$5,205,165 during the three months ended March 31, 2019,2020, representing an increasea decrease of $7,942,067,$9,726,858, or 113.6%65.1%, compared to $6,989,956$14,932,023 for the same period of 2018.2019. The increasedecrease was primarily due to the corresponding increasedecrease in sales. Please refer to the Gross Profit section below for product margin analysis.

 

(c) Gross profit

 

Our margins by product for the three months ended March 31, 20192020 and 20182019 are as set forth below:

 

 Three Months Ended March 31,  Three Months Ended March 31, 
 2019 2018  2020 2019 
 Sales Cost Gross Profit Margin % Sales Cost Gross Profit Margin %  Sales Cost Gross Profit Margin % Sales Cost Gross Profit Margin % 
EV parts $12,771,440   10,809,566   1,961,874   15.4% $6,372,597   5,240,791   1,131,806   17.8% $2,081,335   1,858,130   223,205   10.7% $12,771,440   10,809,566   1,961,874   15.4%
EV products  255,819   241,387   14,432   5.6%  -   -   -   - 
Off-road vehicles  5,297,020   4,122,457   1,174,563   22.2%  1,963,310   1,749,165   214,145   10.9%  4,035,270   3,105,648   929,622   23.0%  5,297,020   4,122,457   1,174,563   22.2%
Total $18,068,460   14,932,023   3,136,437   17.4% $8,335,907   6,989,956   1,345,951   16.1% $6,372,424   5,205,165   1,167,259   18.3% $18,068,460   14,932,023   3,136,437   17.4%

 

Gross profit for the first quarter of 2019 increased 133.0%2020 decreased 62.8% to $3,136,437,$1,167,259, compared to $1,345,951$3,136,437 for the same period last year. This was primarily attributable to the sales increase.decrease, which was primarily due to the outbreak of COVID-19 and the lock-down policy in China in the first quarter of 2020. Our gross margin increased to 17.4%18.3% compared to 16.1%17.4% for the same period of 2018.2019. The increase in our gross margin was mainly due to the higher gross margin from off-road vehiclesales under SC which has increased the unit price for the parts since end of 2019 as well as introducing the sales of SC Autosports, which became our U.S. subsidiary in July 2018, a result of its effective procurement of inventory at discounted prices.ATVs that brought higher margin than other off-road vehicles such as UTVs since May 2019.

 

(d) Research and development

 

Research and development expenses, including materials, labor, equipment depreciation, design, testing, inspection, and other related expenses, totaled $537,433$640,240 for the first quarter of 2019, a decrease2020, an increase of $219,865$102,807 or 29.0%19.1% compared to $757,298$537,433 for the same period of last year. This decreaseThe increase was primarilymainly due to decreased material procurementthe R&D expense related to the technology upgrading of research and development from the same period of last year.Company’s products.

 


(e) Sales and marketing

 

Selling and distribution expenses were $618,003$878,306 for the first quarter of 2019,2020, compared to $748,225$618,003 for the same period last year, a decreaserepresenting an increase of $130,222$260,303 or 17.4%42.1%. This decreaseThe increase was primarily attributable to the decreaseincreasing labor and advertising expenses in maintenance expenses for our products.connection with the expansion the U.S. electric vehicle market.

 


(f) General and administrative expenses

 

General and administrative expenses were $2,039,528$3,066,735 for the first quarter of 2019,2020, compared to negative $398,171$2,039,528 for the same period of last year, representing an increase in such expenses of $2,437,699$1,027,207 or 612.2%50.4%. For the three months ended March 31, 2019,2020, general and administrative expenses included $31,675 in$22,925 as expenses for common stock awards and stock options to employees and Board members, compared to $1,029,171 in expenses for$31,675 of common stock awards and stock options to employees and Board members net of $2,644,877 of reversal of previously accrued stock option expenses for forfeited stock options for the same period in 2018. Excluding2019. Besides stock compensation expense, our net general and administrative expenses for the three months ended March 31, 20192020 were $2,007,853,$3,043,810, representing an increase of $790,318, or 64.9%,$1,035,957, from $1,217,535$2,007,853 for the same period of 2018,2019, which was largely due to increased operationa portion of depreciation of Hainan facilities related to abnormal amounts from idle capacity being charged to administrative expenses instead of cost of goods sold for the Company since Hainan facility has been put into production. The additional general and administrative expenses from SC Autosports which became our U.S. subsidiary in July 2018 also contributed to this increase.period incurred.

 

(g) Interest income

 

Interest income was $252,404$338,944 for the first quarter of 2019, a decrease2020, representing an increase of $690,589$86,540 or 73.2%34.3% compared to $942,993$252,404 for the same period of last year. This decreaseThe increase was primarily attributable to decreased interest earned on collateral for bank deposits, as well as decreased interest earned on loans to the JV Company since Kandi Vehicles’ loan to JV converted to equity in the second quarter of 2018.

acceptance notes.

 

(h) Interest expenses

 

Interest expenses were $439,183$982,934 in the first quarter of 2019, a decrease2020, representing an increase of $111,234$543,751 or 20.2%123.8% compared to $550,417$439,183 for the same period of last year. This decreaseThe increase was primarily due to lower interest expenses incurred associated with the note payable to a third party and the decreased discounts associated with the settlement of bank acceptance notes. Of the interest expenses, $0, and $53,426 were discounts associated with the settlementexpense of bank acceptance notes for the three months ended March 31, 2019 and 2018, respectively.Hainan factory’s long-term debt.

 

45

(i) Change in fair value of contingent consideration

 

For the first quarter of 2019,2020, the gain related to changes in the fair value of contingent consideration was $89,000, a decrease$3,792,000, an increase of $2,591,179$3,703,000 or 96.7%4160.7% compared to gain related to changes in the fair value of contingent consideration of $2,680,179$89,000 for the same period of last year, which was mainly due to the resultadjustment of the decrease in fair value of the contingent consideration liability between December 31, 2018 and March 31, 2019associated with the remaining shares of restrictive common stock (Please refer to NOTE 20 – CONTINGENT CONSIDERATION LIABILITY). The fair value of the contingent consideration liability was less thanestimated at each reporting date by using the decrease in the same period of last year.Monte Carlo simulation method, which took into account all possible scenarios.

 

(j) Government grants

 

Government grants were $47,724$11,099 for the first quarter of 2019,2020, compared to $95,255$47,724 for the same quarter last year, representing a decrease of $47,531,$36,625, or 49.9%. This decrease76.7%, which was largely attributable to the one-time subsidies Jinhua An Kao received in government grants was primarily because Kandi Vehicles received subsidies totaling $44,468 for awards from the government based on projects (“Government Project Awards”). For Government Project Awards, there is no comparability between different years.first quarter of 2019.

 

(k) Gain from equity dilution in JVthe Affiliate Company

 

Gain from equity dilution was $4,365,390$0 for the first quarter of 20192020, compared to $4,365,390 for the same quarter last year, which was primarily due to gain from the conversion of the loan into equity in the Affiliate Company in March JV Loan to Equity Conversion.2019. Pursuant to the Equity Transfer Agreement, the JVAffiliate Company converted a loan of RMB 314 million (approximately $46.7$44.3 million) from Geely Group last year to equity in order to increase its cash flow. As a result, our equity interests in the JV Company decreasedflow (for details please refer to 43.47% as of March 31, 2019 Note 22 - SUMMARIZED INFORMATION OF EQUITY METHOD INVESTMENT IN THE AFFILIATE COMPANY).

 


(l) Share of income (loss)loss after tax of the JVAffiliate Company

 

For the first quarter of 2019, the JV Company’s net sales were $1,256,873, gross loss was $21,542, and net loss was $20,191,314. We accounted for our investments in the JV Company under the equity method of accounting. Since the March JV Loan to Equity Conversion was completed at end of this quarter and the JV Equity Transfer has not been completed as of March 31, 2019, we recorded 50% of the JV Company’s loss of $10,095,657 for the first quarter of 2019. After eliminating intra-entity profits and losses,2020, our share of loss of the JVAffiliate Company was $9,949,158 for the first quarter of 2019. The losses incurred by the JV Company was largely attributable to the fact that there were no EV products sold in the first quarter of 2019 due to the national subsidy policy adjustment during the first quarter and pending restructuring of the JV Company,$1,102,770 as well as an increase in R&D expenses compared with same period of last year.

(m) Other income (expense), net

Other income (net) was $474,390 for the first quarter of 2019, an increase of $451,413 or 1964.6% compared to other income (net)share of $22,977loss of $9,949,158 for the same period of last year. This increaseyear, representing a decrease of share of loss of $8,846,388, which was primarilylargely attributable to the decreased operating expenses of the Affiliate Company, as well as the fact that our equity interests of the Affiliate Company has been decreased to 22% from 43.47% after the equity dilution and equity transfer in 2019.

(m) Other income, net

Net other income was $19,650 for the first quarter of 2020, representing a decrease of $454,740 or 95.9% compared to net other income of $474,390 for the same period of last year, which was largely due to the reversal of $0.5 million accrued after-sale service fees of Jinhua Ankao,An Kao, which has been evaluated by management in the first quarter of 2019, which subsequently concluded that this accrued liability will not be incurred.

 

46

(n) Income Taxes

 

In accordance with the relevant Chinese tax laws and regulations, our applicable corporate income tax rate is 25%. However, Kandi Vehicle and Jinhua An Kao are qualified as a high technology companycompanies in China and are therefore entitled to a reduced corporate income tax rate of 15%.

 

Each of our wholly-owned subsidiaries, Kandi New Energy, Yongkang Scrou and Kandi Hainan, has an applicable corporate income tax rate of 25%.

 

We have a 43.47%22% ownership interest in the JVAffiliate Company, which has an applicable corporate income tax rate of 25%. Each of the JVAffiliate Company’s subsidiaries has an applicable corporate income tax rate of 25% as well..

 

Our actual effective income tax rate for the first quarter of 20192020 was a tax expense of 17.33% on a reported loss before taxes of approximately $1.3 million, compared to a tax benefit of15.49% on a reported loss before taxes of approximately $5.2 million compared to an effective income tax rate with a tax expense of 11.76% for the same period of last year on a reported income before taxes of approximately $4.2 million.year.

 

(o) Net income (loss)loss

 

Net loss was $4,409,472$1,574,646 for the first quarter of 2019,2020, representing a decrease loss of $8,137,467$2,834,826 compared to net income $3,727,995loss $4,409,472 for the same period of last year. The decrease in net incomeloss was primarily attributable to the increaseddecreased share of loss of the JVAffiliate Company comparedand increased gain related to changes in the same period of last year, a result of the national subsidy policy adjustment during the first quarter and pending restructuring of the JV Company.

Excluding (i) the effects of stock compensation expenses, which were $31,675 and $1,029,171 net of a reversal for forfeited stock options of $2,644,877 for the first quarter of 2019 and 2018, respectively, and (ii) the change in fair value of contingent consideration, which was aoffset by the decreased gain of $89,000from equity dilution in the Affiliate Company and a gain of $2,680,179 for the three months ended March 31, 2019 and 2018, respectively, our non-GAAP net loss was $4,466,797 for the three months ended March 31, 2019 as compared to non-GAAP net loss $567,890 for the same period of 2018, a decrease in income of $3,898,907, or 686.6%. The decrease in net income (non-GAAP) was primarily attributable to an increased share of loss of the JV Company compared to the same period of last year, since the national subsidy policy adjustment during the first quarter and pending restructuring of the JV Company.decreased gross profit.

 

We make reference to certain non-GAAP financial measures, i.e., adjusted net income. Management believes that such adjusted financial results are useful for investors in evaluating our operating performance because they present a meaningful measure of corporate performance. See the non-GAAP reconciliation table below. Any non-GAAP measures should not be considered as a substitute for, and should only be read in conjunction with, measures of financial performance prepared in accordance with GAAP.

The following table summarizes our non-GAAP net income for the three months ended March 31, 2019 and 2018:

  Three Months Ended 
  March 31, 
  2019  2018 
GAAP net (loss) income $(4,409,472) $3,727,995 
Stock compensation (benefit) expenses  31,675   (1,615,706)
Change in fair value of contingent consideration  (89,000)  (2,680,179)
Non-GAAP net loss $(4,466,797) $(567,890)

LIQUIDITY AND CAPITAL RESOURCES

 

Cash Flow

  Three Months Ended 
  March 31,
2020
  March 31,
2019
 
Net cash used in operating activities $(26,526,069) $(14,037,641)
Net cash provided by (used in) investing activities  11,460,291   (300,704)
Net cash provided by financing activities  8,452,964   - 
Net decrease in cash and cash equivalents and restricted cash  (6,612,814)  (14,338,345)
Effect of exchange rate changes on cash  (145,928)  446,948 
Cash and cash equivalents and restricted cash at beginning of year  16,512,635   22,353,071 
Cash and cash equivalents and restricted cash at end of period  9,753,893   8,461,674 

 

For the first quarter of 2019,2020, cash used in operating activities was $14,037,641,$26,526,069, as compared to cash used in operating activities of $1,087,133$14,037,641 for the same period last year. Our operating cash inflows include cash received primarily from sales of our EV parts and off-road vehicles. These cash inflows are offset largely by cash paid primarily to our suppliers for production materials and parts used in our manufacturing process, operation expenses, employee compensation, and interest expenses onof our financings. The major operating activities that provided cash for the first quarter of 20192020 were an increasea decrease of accounts payablereceivable of $22,593,966, (net$5,540,503 and a decrease of assignment of notes receivable from unrelated parties to supplier to settle accounts payable of $5,751,215, assignment of notes receivableamount due from the JVAffiliate Company and related parties to supplier to settle accounts payable of $15,277,778, settlement of accounts payable with notes payables of $2,488,735 and replacement of notes payables with accounts payable of $3,631,566).$4,187,038. The major operating activity that used cash for first quarter of 20192020 was an increase in other receivables and other assetsa decrease of $14,256,807 (netnotes payable of settlement of other receivables with notes receivable from unrelated parties of $2,001,067), and an increase of accounts receivable of $17,991,854 (net of settlement of accounts receivables with notes receivable from unrelated parties of $3,750,148).$10,745,294.

 

For the first quarter of 2019,2020, cash used inderived from investing activities was $300,704,$11,460,291, as compared to cash used in investing activities of $3,991,157$300,704 for the same period of last year. The major investing activities that provided cash for the first quarter of 2020 were an increase of cash received from equity sale in Affiliate Company of $11,461,646. The major investing activities that used cash for first quarter of 20192020 were $300,704 in Purchases$1,355 used for the purchases of property, plant and equipment.

 

For the first quarter of 2019,2020, cash used inderived from financing activities was $0,$8,452,964, as compared to cash used in financing activities of $3,068,066$0 for the same period of last year. The major financing activities that provided cash for the first quarter of 20192020 were proceeds from short-term bank loans of $2,816,317. The major financing activities that used cash for first quarter of 2019 were $2,816,317 of repayments of short-term bank loans.$8,452,964.

 

Working Capital

 

We had a working capital surplus of $8,522,962$60,671,426 at March 31, 2019,2020, which reflected an increasereflects a decrease of $5,996,051$3,027,271 from $2,526,911a working capital of $63,698,697 as of December 31, 2018.2019.

 

We have historically financed our operations through short-term commercial bank loansAfter two years of negotiations, on March 10, 2020, a real estate repurchase agreement was entered into by and between Kandi Vehicles and Jinhua Economic and Technological Development Zone pursuant to which the local government shall purchase the land use right over the land of 66 acres (400 mu, 265,029 square meters) that is owned by Kandi Vehicles for RMB 525 million ($75 million). Payments to Kandi Vehicles shall be made in three installments as we disclosed in a Current Report on Form 8-K filed with the SEC on March 9, 2020. The transaction includes additional financial incentives. If Kandi Vehicles achieves certain milestones that contribute to local economic development, the Company will be eligible for tax rebates that could total up to RMB 500 million ($71 million) over the next eight years. Kandi Vehicles intends to use the proceeds from Chinese banks. These loans typically have one year terms,the land repurchase to fund the land use acquisition and uponfactory construction in the New Energy Automotive Zone, and to fund growth initiatives and general corporate purposes. On May 22, 2020, the Company received the first payment of all outstanding principal and interest on a particular loan,RMB 244 million (USD34.4 million) under the banks have typically rolled over the loans for an additional one-year term, with adjustments made to the interest rate to reflect prevailing market rates. This practice has been ongoing year after year. As such, we believe these short-term bank loans will be available under normal trade terms, if necessary.Repurchase Agreement.

 

48


Capital Requirements and Capital Provided

Capital requirements and capital provided for the three months ended March 31, 2019 were as follows:

  Three Months Ended 
  March 31,
2019
 
   (In Thousands) 
Capital requirements    
Purchase of plant and equipment $301 
Repayments of short-term bank loans  2,816 
Internal cash used in operations  14,038 
Total capital Requirements $17,155 
     
Capital provided    
Proceeds from short-term bank loan  2,816 
Decrease in cash  13,891 
Total capital provided $16,707 

The difference between capital provided and capital required is caused by the effect of exchange rate changes over the past three months.

Contractual Obligations and Off-balance Sheet Arrangements

Short-term and long-term Loans:

 

For the discussion of short-term and long-term loans, please refer to Note 1517 - Short-term and Long-term Loans under Notes to Condensed Consolidated Financial Statements.

 

Notes payable:

For the discussion of notes payable, please refer to Note 16 - Notes Payable under Notes to Condensed Consolidated Financial Statements.

Guarantees and pledged collateral for third party bank loans

 

For the discussion of guarantees and pledged collateral for third party bank loans, please refer to Note 22 –Commitments23 – Commitments and Contingencies under Notes to Condensed Consolidated Financial Statements.

 

49

Recent Development Activities:

 

The COVID outbreak has seriously impacted the EV market in 2020, leading us to explore how to augment our business. As disclosed on March 21, 2019, we announcedlooked at other market opportunities that Kandileverage our expertise, the management of the Company found potential in a number of ancillary products aimed at intelligent transportation. For example, Electric Scooters and Electric Self-Balancing Vehicles signed an Equity Transfer Agreementhave distinct potential, with Geely Technologies Grouptens of millions of units sold each year around the world. The Company is pursuing these opportunities by expanding production of intelligent transportation products that exploit our advantages in the Yongkang Scrou's power electric motor and Jinhua Ankao’s power battery pack. Our products aimed at this market combines our motors and battery packs into a dynamic power train system. Through extensive product trials, we are able to meet a leading standard in China, and thus will go into mass production this month. As this business is developing quickly and progressing, the Company will consider to merge Yongkang Scrou and Jinhua Ankao into a single specialized powertrain technology company.

Recently, Mr. Hu Xiaoming, CEO of the Company, has been in discussions with Mr. Ying Jiawei, CEO of Hangzhou Chic Intelligent Technology Co., Ltd. to transfer certain equity interests(“Hangzhou Chic”), a leading high tech company that is well-recognized as a major exporter in the JV Company to Geely. Given Geely’s competitive strength and recognition in the global automotive industry, this deal could help significantly accelerate the growth of the JV Company. Pursuant to the Transfer Agreement, the partiesintelligent balance scooter sector. They have agreed to some of the key terms: (1) The JV Company converted a loan of RMB 314 million (approximately $46.7 million) from Geely Group last yearhave Kandi to equity in orderstart using its power trains system to increase its cash flow. As a result, the registered capital of the JV Company became RMB 2.44 billion (approximately $363.2 million) Kandi Vehicles owned 43.47% and Geely owned 56.53%, of the equity interestsproduce balance scooters for Hangzhou Chic. Hangzhou Chic has accumulated more than 500 technical patents in the JV Company, respectively, upon the conversion of the loan into equitybalance scooter sector and is an original developer in the JV Company; (2) Kandi Vehicles agreed to sell 21.47% of its equity interests in the JV Company to Geely forbalance scooter products. Their leading and innovative technology has broadly penetrated this market. Each year, about ten million scooters using their patents are produced. We believe this can be a total amount of RMB 516 million (approximately $76.9 million). Kandi Vehicles will own 22% of the equity interests of the JV Company after the transfer; (3) Both parties further agreed that within next two years, Kandi may purchase a portion of the assets of the JV Company using the Company’s sharesproductive partnership, as consideration, resulting in Geely becoming a significant shareholder of the Company.

On April 9, 2019, we announced that pure EV SMA7001BEV77 (“Model K23”) has been included in the Ministry of Industrymarry their technology expertise with our manufacturing prowess and Information Technology’s (the “MIIT”) Directory of New Products (the “318th Directory”) and Recommended Models for Energy Saving and New Energy Vehicle Demonstration and Promotion (“2019’s 3rd Annual Directory of New Energy Vehicles”) in the People’s Republic of China. The new model meets the new energy vehicle promotion subsidy program and product technical requirements set forth in the “Notice on Further Improving the Financial Subsidy Policy for the Promotion and Application of New Energy Vehicles” issued by the Four Ministries on March 26, 2019. As a result, purchasers of the model K23 will be qualified to receive government subsidies in 2019.

On April 11, 2019, we announced that Didi Chuxing Technology Co., (“Didi Chuxing”)’s primary auto solutions platform, Xiaoju Auto Leasing Division and the JV Company, including its affiliates, took the next step in their collaboration by establishing a strategic partnership in order to take advantage of shared resources and opportunities. As a result of a series of key discussions, the JV Company and Didi Chuxing signed a major customer cooperative framework contract on April 9, 2019.

On May 9, 2019, we announced that we signed a Strategic Cooperative Agreement (the “Agreement”) with Northpoint Commercial Finance LLC (“Northpoint”) on May 8th 2019, a leader in commercial finance, supplying flexible inventory financing for clients in a variety of industries. We are planning on bringing several models of pure electric vehicles from China to the North American market. Kandi EVs’ cutting-edge technology trendy designs, affordable price points, and tax-advantaged benefits for USA consumers pursuant to IRS Section 30D create an exciting sales opportunity for Kandi’s new dealership network. Northpoint specializes in inventory financing programs and is a subsidiary of Laurentian Bank of Canada. Northpoint has offices in Alpharetta, Georgia, and Burlington, Ontario. Laurentian Bank has been in business for over 170 years and has over $45 billion in assets. Northpoint’s inventory finance programs will help Kandi develop its distribution network by helping its dealers to grow sales revenues; enhance cash flows; and improve profitability.advantages.

 

Item 3. Quantitative and Qualitative Disclosures about Market Risk

 

This item is not applicable to us.


Item 4. Controls and Procedures.

 

Evaluation of Disclosure Controls and Procedures

 

We have evaluated, under the supervision of our Chief Executive Officer (“CEO”) and our Chief Financial Officer (“CFO”), the effectiveness of disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934 (the “Exchange Act”) as of March 31, 2019.2020. Based on this evaluation, our CEO and CFO concluded that as of the end of the period covered by this report, our disclosure controls and procedures were effective.

 

Disclosure controls and procedures are controls and procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act (a) is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and (b) is accumulated and communicated to management, including our CEO and CFO, as appropriate, to allow timely decisions regarding required disclosure. Our management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives and management necessarily applies its judgment in evaluating the cost-benefit relationship of possible controls and procedures. Our disclosure controls and procedures are designed to provide reasonable assurance of achieving their objectives as described above.

 

Changes in Internal Control over Financial Reporting

 

There was no change to our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that occurred during the period covered by this report that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

 


PART II – OTHER INFORMATION

 

Item 1. Legal Proceedings.

 

From time to time, the Company is involved in legal matters arising in the ordinary course of business. Except as set forth in Note 2223 - COMMITMENTS AND CONTINGENCIES under Notes to Condensed Consolidated Financial Statements, our management is currently not aware of any legal matters or pending litigation that would have a significant effect on the Company’s results of operation of financial statements. Furthermore, the Company is not aware of any other legal matters in which any director, officer, or any owner of record or beneficial owner of more than five percent of any class of voting securities of the Company, or any affiliate of any such director, officer, affiliate of the Company, or security holder, is a party adverse to the Company or has a material adverse interest to the Company. For the detailed discussion of our legal proceedings, please refer to Note 2223 - COMMITMENTS AND CONTINGENCIES under Notes to Condensed Consolidated Financial Statements, which is incorporated by reference herein.

Item 1A. Risk Factors.

Changes and further delays in subsidy payments may have negative impacts on our operations.

The change in subsidy payment methods in 2017 from paid in advance to paid post-sale and any further delay in releasing subsidy payments for the EVs manufactured and sold in the prior years might cause delays in collection of accounts receivable from our business partners, which will temporarily increase the pressure on our working capital for continuing operations. The unavailability, reduction or elimination of government and economic incentives could have a material adverse effect on our business, financial condition, operating results and prospects.

 

Item 6. Exhibits

 

Exhibit
Number

 Description
10.1 English translation of the Equity Transfer Agreementland repurchase agreement for the Jinhua premise, dated as of March 10, 2020, by and between Zhejiang Kandi Vehicles Co., Ltd. and Geely Technologies Group Co., Ltd.Administrative Committee of Jinhua Economic and Technological Development Zone (Incorporated by reference from Exhibit 10.16 to the Company’s Annual Report on Form 10-K filed on April 28, 2020)
10.2Employment Agreement by and between the Company and Jehn Ming Lim dated Marchas of May 15, 2020 (Incorporated by reference from Exhibit 10.1 of the Company’s Current Report on Form 8-K filed on May 21, 2019.2020)
31.1 Certification of Principal Executive Officer pursuant to Rule 13a-14(a)/15d-14(a) under the Securities Exchange Act of 1934
31.2 Certification of Principal Financial Officer pursuant to Rule 13a-14(a)/15d-14(a) under the Securities Exchange Act of 1934
32.1 Certification of Principal Executive Officer and Principal Financial Officer pursuant to 18 U.S.C. § 1350, as Adopted Pursuant to § 906 of the Sarbanes-Oxley Act of 2002
101.INS XBRL Instance Document.
101.SCH XBRL Taxonomy Extension Schema Document.
101.CAL XBRL Taxonomy Extension Calculation Linkbase Document.
101.LAB XBRL Taxonomy Extension Label Linkbase Document.
101.PRE XBRL Taxonomy Extension Presentation Linkbase Document.
101.DEF XBRL Taxonomy Definitions Linkbase Document.

51


SIGNATURES

 

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

 

Date: May 10, 2019

June 5, 2020
By: /s/ Hu Xiaoming
  Hu Xiaoming
  President and Chief Executive Officer
  (Principal Executive Officer)
   
Date: May 10, 2019June 5, 2020By:/s/ Zhu XiaoyingJehn Ming Lim
  Zhu XiaoyingJehn Ming Lim
  Interim Chief Financial Officer
  (Principal Financial Officer and
  Accounting Officer)

 

 

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