UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM 10-Q

 

(Mark one)

xQUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the quarterly period ended June 30, 2018

March 31, 2019

Or

 

¨TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the transition period from ________ to _________

 

Commission file number:000-33123

 

China Automotive Systems, Inc.

(Exact name of registrant as specified in its charter)

 

Delaware 33-0885775
(State or other jurisdiction of incorporation or (I.R.S. employer identification number)
organization)  

 

No. 1 Henglong Road, Yu Qiao Development Zone, Shashi District

Jing Zhou City, Hubei Province, the People’s Republic of China

(Address of principal executive offices)

 

 (86) 716- 412- 7912 
   
 Issuer’sRegistrant’s telephone number 

 

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          x           No          ¨

 

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

 

Yes          x           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 the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer¨Accelerated filer¨
Non-accelerated filer (Do not check if a smaller
reporting company)		¨x

Smaller reporting company

x
Emerging growth company 

x

¨

 

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          x

 

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

Title of each classTrading symbolName of each exchange on which
registered
Common Stock, $0.0001 par valueCAASThe Nasdaq Capital Market

As of AugustMay 9, 2018,2019, the Company had 31,644,00431,497,723 shares of common stock issued and outstanding.

 

 

 

 

CHINA AUTOMOTIVE SYSTEMS, INC.

 

INDEX

 

  Page
   
 Part I — Financial Information 
   
Item 1.Unaudited Financial Statements.4
 Condensed Unaudited Consolidated Statements of Operations and Comprehensive Income for the Three Months Ended March 31, 2019 and Six Months Ended June 30, 2018 and 20174
 Condensed Unaudited Consolidated Balance Sheets as of June 30, 2018March 31, 2019 and December 31, 2017201865
 Condensed Unaudited Consolidated Statements of Cash Flows for the SixThree Months Ended June 30,March 31, 2019 and 2018 and 201776
 Notes to Condensed Unaudited Consolidated Financial Statements97
Item 2.Management’s Discussion and Analysis of Financial Condition and Results of Operations.3322
Item 3.Quantitative and Qualitative Disclosures About Market Risk.4934
Item 4.Controls and Procedures.5034
   
 Part II — Other Information 
   
Item 1.Legal Proceedings.5035
Item 1A.Risk Factors.5035
Item 2.Unregistered Sales of Equity Securities and Use of Proceeds.5035
Item 3.Defaults Upon Senior Securities.5035
Item 4.Mine Safety Disclosures.5035
Item 5.Other Information.5035
Item 6.Exhibits.5136
   
Signatures 5237

 

2

 

Cautionary Statement

 

This Quarterly Report on Form 10-Q contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, and Section 21E of the Securities Exchange Act of 1934. These statements relate to future events or the Company’s future financial performance. The Company has attempted to identify forward-looking statements by terminology including “anticipates,” “believes,” “expects,” “can,” “continues,” “could,” “estimates,” “expects,” “intends,” “may,” “plans,” “potential,” “predicts,” “should” or “will” or the negative of these terms or other comparable terminology. Such statements are subject to certain risks and uncertainties, including the matters set forth in this Quarterly Report or other reports or documents the Company files with the Securities and Exchange Commission from time to time, which could cause actual results or outcomes to differ materially from those projected. Although the Company believes that the expectations reflected in the forward-looking statements are reasonable, the Company cannot guarantee future results, levels of activity, performance or achievements. Undue reliance should not be placed on these forward-looking statements, which speak only as of the date hereof. The Company’s expectations are as of the date this Form 10-Q is filed, and the Company does not intend to update any of the forward-looking statements after the date this Quarterly Report on Form 10-Q is filed to conform these statements to actual results, unless required by law. All of the forward-looking statements are qualified in their entirety by reference to the factors discussed under Item 1A. “Risk Factors” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2017,2018, as filed with the Securities and Exchange Commission.

 

3


  

PART I — FINANCIAL INFORMATION

 

Item 1. FINANCIAL STATEMENTS.

 

China Automotive Systems, Inc. and Subsidiaries

Condensed Unaudited Consolidated Statements of Operations and Comprehensive Income

(In thousands of USD, except share and per share amounts)

 

 Three Months Ended June 30,  Three Months Ended March 31, 
 2018  2017  2019  2018 
Net product sales ($10,856 and $8,583 sold to related parties for the three months ended June 30, 2018 and 2017) $125,782  $117,660 
Cost of products sold ($7,428 and $6,283 purchased from related parties for the three months ended June 30, 2018 and 2017)  108,761   93,599 
Net product sales ($12,836 and $10,846 sold to related parties for the three months ended March 31, 2019 and 2018) $109,193  $134,018 
Cost of products sold ($5,504 and $8,249 purchased from related parties for the three months ended March 31, 2019 and 2018)  95,148   112,379 
Gross profit  17,021   24,061   14,045   21,639 
Gain on other sales  977   4,555   1,269   1,513 
Less: Operating expenses                
Selling expenses  4,887   4,555   3,085   5,827 
General and administrative expenses  4,442   5,283   4,590   4,424 
Research and development expenses  8,085   7,707   6,602   8,307 
Total operating expenses  17,414   17,545   14,277   18,558 
Income from operations  584   11,071   1,037   4,594 
Other income  600   152 
Other income, net  1,407   621 
Interest expense  (801)  (644)  (568)  (415)
Financial income, net  897   550 
Financial expense, net  (665)  (765)
Income before income tax expenses and equity in earnings of affiliated companies  1,280   11,129   1,211   4,035 
Less: Income taxes  202   2,186   198   588 
Equity in losses of affiliated companies  (82)  (62)
Equity in earnings of affiliated companies  211   585 
Net income  996   8,881   1,224   4,032 
Net income/(loss) attributable to non-controlling interests  149   (40)
Net loss attributable to non-controlling interests  (243)  (280)
Net income attributable to parent company’s common shareholders $847  $8,921  $1,467  $4,312 
Comprehensive income:                
Net income $996  $8,881  $1,224  $4,032 
Other comprehensive income:                
Foreign currency translation (loss)/gain, net of tax  (17,467)  5,814 
Comprehensive (loss)/income  (16,471)  14,695 
Comprehensive (loss)/income attributable to non-controlling interests  (431)  155 
Comprehensive (loss)/income attributable to parent company $(16,040) $14,540 
Foreign currency translation gain, net of tax  6,363   13,242 
Comprehensive income  7,587   17,274 
Comprehensive income attributable to non-controlling interests  214   236 
Comprehensive income attributable to parent company $7,373  $17,038 
                
Net income attributable to parent company’s common shareholders per share                
                
Basic – $0.03  $0.28  $0.05  $0.14 
                
Diluted- $0.03  $0.28  $0.05  $0.14 
Weighted average number of common shares outstanding                
Basic  31,644,004   31,644,004   31,507,487   31,644,004 
Diluted  31,647,305   31,649,322   31,513,297   31,644,004 

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


China Automotive Systems, Inc. and Subsidiaries

Condensed Unaudited Consolidated Balance Sheets

(In thousands of USD unless otherwise indicated)

  March 31, 2019  December 31, 2018 
ASSETS        
Current assets:        
Cash and cash equivalents $65,471  $86,346 
Pledged cash  26,205   29,623 
Accounts and notes receivable, net - unrelated parties  242,574   237,519 
Accounts and notes receivable, net - related parties  21,701   18,825 
Inventories  90,202   88,021 
Other current assets  34,076   35,094 
Total current assets  480,229   495,428 
Non-current assets:        
Property, plant and equipment, net  137,033   129,853 
Long-term investments  33,433   32,620 
Other non-current assets  34,621   32,598 
Total assets $685,316  $690,499 
         
LIABILITIES AND STOCKHOLDERS' EQUITY        
Current liabilities:        
Short-term loans $65,888  $60,952 
Accounts and notes payable - unrelated parties  187,612   205,643 
Accounts and notes payable - related parties  5,668   4,477 
Accrued expenses and other payables  45,897   47,032 
Other current liabilities  24,181   23,196 
Total current liabilities  329,246   341,300 
Long-term liabilities:        
Long-term government loan  297   291 
Other long-term payable  7,977   8,726 
Long-term tax payable  29,503   29,503 
Other non-current liabilities  6,221   5,852 
Total liabilities $373,244  $385,672 
         
Commitments and Contingencies (See Note 22)        
         
Stockholders’ equity:        
Common stock, $0.0001 par value - Authorized - 80,000,000 shares; Issued - 32,338,302 and 32,338,302 shares as of March 31, 2019 and December 31, 2018, respectively $3  $3 
Additional paid-in capital  64,429   64,429 
Retained earnings-        
Appropriated  11,104   11,104 
Unappropriated  212,906   211,439 
Accumulated other comprehensive income  7,761   1,855 
Treasury stock - 840,579 and 711,698 shares as of March 31, 2019 and December 31, 2018, respectively  (3,295)  (2,953)
Total parent company stockholders' equity  292,908   285,877 
Non-controlling interests  19,164   18,950 
Total stockholders' equity  312,072   304,827 
Total liabilities and stockholders' equity $685,316  $690,499 

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


China Automotive Systems, Inc. and Subsidiaries

Condensed Unaudited Consolidated Statements of Cash Flows

(In thousands of USD unless otherwise indicated)

  Three Months Ended March 31, 
  2019  2018 
Cash flows from operating activities:        
Net income $1,224  $4,032 
Adjustments to reconcile net income from operations to net cash provided by operating activities:        
Depreciation and amortization  3,987   4,342 
(Reversal)/accrual of provision for doubtful accounts  (355)  275 
Inventory write downs  1,112   1,543 
Deferred income taxes  (84)  33 
Equity in earnings of affiliated companies  (211)  (585)
Gain on fixed assets disposals  -   12 
Changes in operating assets and liabilities        
(Increase)/decrease in:        
Accounts and notes receivable  (1,977)  559 
Inventories  (1,233)  (6,592)
Other current assets  2,387   (128)
Increase/(decrease) in:        
Accounts and notes payable  (21,299)  (11,950)
Accrued expenses and other payables  (2,208)  (4,031)
Other current liabilities  443   4,988 
Net cash used in operating activities  (18,214)  (7,502)
Cash flows from investing activities:        
(Decrease)/increase in other receivables  (249)  647 
Cash received from property, plant and equipment sales  834   26 
Payments to acquire property, plant and equipment (including $760 and $5,224 paid to related parties for the three months ended March 31, 2019 and 2018, respectively)  (8,777)  (8,192)
Payments to acquire intangible assets  (1,194)  - 
Purchase of short-term investments  (15,563)  (1,414)
Proceeds from maturities of short-term investments  14,901   19,108 
Cash received from repayment of the loan to a related party  -   20,430 
Net cash (used in)/provided by investing activities  (10,048)  30,605 
Cash flows from financing activities:        
Proceeds from bank loans  15,275   19,672 
Repayments of bank loans  (11,881)  (31,037)
Repayments of the borrowing for sale and leaseback transaction  (1,063)  - 
Repurchase of common shares  (342)  - 
Net cash provided by/(used in) financing activities  1,989   (11,365)
Effects of exchange rate on cash, cash equivalents and pledged cash  1,980   3,595 
Net (decrease)/increase in cash, cash equivalents and pledged cash  (24,293)  15,333 
Cash, cash equivalents and pledged cash at beginning of the period  115,969   96,093 
Cash, cash equivalents and pledged cash at end of the period $91,676  $111,426 

 

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

 

4

China Automotive Systems, Inc. and Subsidiaries

Condensed Unaudited Consolidated Statements of Operations and Comprehensive Income

(In thousands of USD, except share and per share amounts)

  Six Months Ended June 30, 
  2018  2017 
Net product sales ($21,702 and $18,121 sold to related parties for the six months ended June 30, 2018 and 2017) $259,800  $236,968 
Cost of products sold ($15,677 and $13,646 purchased from related parties for the six months ended June 30, 2018 and 2017)  221,140   191,278 
Gross profit  38,660   45,690 
Gain on other sales  2,490   5,343 
Less: Operating expenses        
Selling expenses  10,714   8,623 
General and administrative expenses  8,866   9,637 
Research and development expenses  16,392   14,472 
Total operating expenses  35,972   32,732 
Income from operations  5,178   18,301 
Other income/(expense), net  1,221   (102)
Interest expense  (1,216)  (875)
Financial income, net  132   882 
Income before income tax expenses and equity in earnings of affiliated companies  5,315   18,206 
Less: Income taxes  790   3,376 
Equity in earnings/(losses) of affiliated companies  503   (11)
Net income  5,028   14,819 
Net (loss)/income attributable to non-controlling interests  (131)  184 
Net income attributable to parent company’s common shareholders $5,159  $14,635 
Comprehensive income:        
Net income $5,028  $14,819 
Other comprehensive income:        
Foreign currency translation (loss)/gain, net of tax  (4,225)  7,443 
Comprehensive income  803   22,262 
Comprehensive (loss)/gain attributable to non-controlling interests  (195)  433 
Comprehensive income attributable to parent company $998  $21,829 
         
Net income attributable to parent company’s common shareholders per share        
         
Basic – $0.16  $0.46 
         
Diluted- $0.16  $0.46 
Weighted average number of common shares outstanding        
Basic  31,644,004   31,644,004 
Diluted  31,645,655   31,649,615 

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

5

China Automotive Systems, Inc. and Subsidiaries

Condensed Unaudited Consolidated Balance Sheets

(In thousands of USD unless otherwise indicated)

  June 30, 2018  December 31, 2017 
ASSETS        
Current assets:        
Cash and cash equivalents $58,682  $64,558 
Pledged cash  26,803   31,535 
Short-term investments  26,902   29,587 
Accounts and notes receivable, net - unrelated parties  262,733   274,989 
Accounts and notes receivable, net - related parties  20,826   19,086 
Advance payments and others - unrelated parties  12,464   12,790 
Advance payments and others - related parties  1,006   20,841 
Inventories  90,594   79,217 
Total current assets  500,010   532,603 
Non-current assets:        
Property, plant and equipment, net  131,100   126,033 
Intangible assets, net  549   661 
Other receivables, net - unrelated parties  945   2,188 
Advance payment for property, plant and equipment - unrelated parties  6,971   9,657 
Advance payment for property, plant and equipment - related parties  6,672   5,264 
Long-term investments  33,479   27,596 
Deferred tax assets  13,270   13,367 
Total assets $692,996  $717,369 
         
LIABILITIES AND STOCKHOLDERS' EQUITY        
Current liabilities:        
Short-term loans $57,073  $72,711 
Accounts and notes payable - unrelated parties  212,436   233,048 
Accounts and notes payable - related parties  6,913   7,168 
Customer deposits  762   1,128 
Accrued payroll and related costs  7,372   8,577 
Accrued expenses and other payables  41,499   40,127 
Accrued pension costs  3,876   4,051 
Taxes payable  10,408   5,927 
Amounts due to shareholders/directors  336   343 
Advances payable (current portion)  378   383 
Total current liabilities  341,053   373,463 
Long-term liabilities:        
Long-term loans  302   306 
Advances payable  355   359 
Other long-term payable  10,843   - 
Long-term tax payable  29,874   32,719 
Deferred tax liabilities  4,175   4,393 
Total liabilities $386,602  $411,240 
         
Commitments and Contingencies (See Note 28)        
         
Stockholders’ equity:        
Common stock, $0.0001 par value - Authorized - 80,000,000 shares; Issued – 32,338,302 and 32,338,302 shares as of June 30, 2018 and December 31, 2017, respectively $3  $3 
Additional paid-in capital  64,406   64,406 
Retained earnings-        
Appropriated  10,830   10,707 
Unappropriated  214,495   209,459 
Accumulated other comprehensive income  13,619   17,780 
Treasury stock – 694,298 and 694,298 shares as of June 30, 2018 and December 31, 2017, respectively  (2,907)  (2,907)
Total parent company stockholders' equity  300,446   299,448 
Non-controlling interests  5,948   6,681 
Total stockholders' equity  306,394   306,129 
Total liabilities and stockholders' equity $692,996  $717,369 

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

6

China Automotive Systems, Inc. and Subsidiaries

Condensed Unaudited Consolidated Statements of Cash Flows

(In thousands of USD unless otherwise indicated)

  Six Months Ended June 30, 
  2018  2017 
Cash flows from operating activities:        
Net income $5,028  $14,819 
Adjustments to reconcile net income from operations to net cash provided by operating activities:        
Depreciation and amortization  8,837   7,809 
Increase in provision for doubtful accounts  242   1,008 
Inventory write downs  3,456   2,101 
Deferred income taxes  (231)  971 
Equity in earnings/(losses) of affiliated companies  (503)  11 
Loss/(gain) on fixed assets disposals  9   (2,202)
Changes in operating assets and liabilities        
(Increase)/decrease in:        
Accounts and notes receivable  6,644   6,570 
Advance payments and others  (1,374)  1,241 
Inventories  (16,062)  2,104 
Increase/(decrease) in:        
Accounts and notes payable  (15,574)  (2,932)
Customer deposits  (345)  (7)
Accrued payroll and related costs  (1,153)  (2)
Accrued expenses and other payables  2,245   (3,028)
Accrued pension costs  (96)  (307)
Taxes payable  3,484   (6,069)
Net cash (used)/provided by operating activities  (5,393)  22,087 
Cash flows from investing activities:        
Increase in other receivables  1,190   137 
Cash received from property, plant and equipment sales  199   2,334 
Payments to acquire property, plant and equipment (including $5,694 and $3,497 paid to related parties for the six months ended June 30, 2018 and 2017, respectively)  (17,299)  (10,178)
Purchase of short-term investments  (18,502)  (8,069)
Purchase of long-term time deposit  -   (5,836)
Proceeds from maturities of short-term investments  21,687   11,923 
Investment under equity method  (5,957)  (730)
Cash received for related party loan repayment  20,430   - 
Loan to a related party  -   (29,044)
Net cash provided/(used) in investing activities  1,748   (39,463)
Cash flows from financing activities:        
Proceeds from bank loans  19,672   59,088 
Repayments of bank loans  (35,664)  (34,128)
Proceeds from sale and leaseback transaction  11,758   - 
Repayments of the borrowing for sale and leaseback transaction  (1,125)  - 
Net cash (used)/provided by financing activities  (5,359)  24,960 
Effects of exchange rate on cash, cash equivalents and pledged cash  (1,604)  1,466 
Net (decrease)/increase in cash, cash equivalents and pledged cash  (10,608)  9,050 
Cash, cash equivalents and pledged cash at beginning of period  96,093   61,891 
Cash, cash equivalents and pledged cash at end of period $85,485  $70,941 

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

7


 

China Automotive Systems, Inc. and Subsidiaries

Condensed Unaudited Consolidated Statements of Cash Flows (continued)

(In thousands of USD unless otherwise indicated)

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:

  Six Months Ended June 30, 
  2018  2017 
Cash paid for interest $432  $354 
Cash paid for income taxes  637   4,172 

SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES:

  Six Months Ended June 30, 
  2018  2017 
Property, plant and equipment recorded during the period which previously were advance payments $5,419  $10,310 
Accounts payable for acquiring property, plant and equipment  107   709 
Dividends payable to non-controlling interests  538   608 

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

8

China Automotive Systems, Inc. and Subsidiaries

Notes to Condensed Unaudited Consolidated Financial Statements

Three Months Ended March 31, 2019 and Six Months Ended June 30, 2018 and 2017

 

1.Organization and business

 

China Automotive Systems, Inc., “China Automotive,” was incorporated in the State of Delaware on June 29, 1999 under the name Visions-In-Glass, Inc. China Automotive, including, when the context so requires, its subsidiaries and the joint ventures described below, is referred to herein as the “Company.” The Company is primarily engaged in the manufacture and sale of automotive systems and components, as described below.

 

Great Genesis Holdings Limited, a company incorporated in Hong Kong on January 3, 2003 under the Companies Ordinance in Hong Kong as a limited liability company, “Genesis,” is a wholly-owned subsidiary of the Company.

 

Henglong USA Corporation, “HLUSA,” incorporated on January 8, 2007 in Troy, Michigan, is a wholly-owned subsidiary of the Company, and mainly engages in marketing of automotive parts in North America, and provides after-sales service and research and development support accordingly.

 

The Company owns the following aggregate net interests in the following Sino-foreign joint ventures, wholly-owned subsidiaries and joint ventures organized in the People's Republic of China, the “PRC,” and Brazil as of June 30, 2018March 31, 2019 and December 31, 2017.2018.

 

  Percentage Interest 
Name of Entity June 30,
2018		  December 31,
2017		 
Shashi Jiulong Power Steering Gears Co., Ltd., “Jiulong” 1  100.00%  100.00%
Jingzhou Henglong Automotive Parts Co., Ltd., “Henglong” 2  100.00%  100.00%
Shenyang Jinbei Henglong Automotive Steering System Co., Ltd., “Shenyang” 3  70.00%  70.00%
Universal Sensor Application Inc., “USAI” 4  83.34%  83.34%
Wuhan Jielong Electric Power Steering Co., Ltd., “Jielong” 5  85.00%  85.00%
Wuhu Henglong Automotive Steering System Co., Ltd., “Wuhu” 6  77.33%  77.33%
Hubei Henglong Automotive System Group Co., Ltd., “Hubei Henglong” 7  100.00%  100.00%
Jingzhou Henglong Automotive Technology (Testing) Center, “Testing Center” 8  100.00%  100.00%
Chongqing Henglong Hongyan Automotive System Co., Ltd., “Chongqing Henglong”9  70.00%  70.00%
CAAS Brazil’s Imports and Trade In Automotive Parts Ltd., “Brazil Henglong” 10  95.84%  95.84%
Wuhan Chuguanjie Automotive Science and Technology Ltd., “Wuhan Chuguanjie”11  85.00%  85.00%
Hubei Henglong Group Shanghai Automotive Electronics Research and Development Ltd., “Shanghai Henglong” 12  100.00%  100.00%
Jingzhou Qingyan Intelligent Automotive Technology Research Institute Co., Ltd., “Jingzhou Qingyan”13  60.00%  60.00%
  Percentage Interest 
Name of Entity March 31,
2019		  December 31,
2018		 
Shashi Jiulong Power Steering Gears Co., Ltd., “Jiulong”1  100.00%  100.00%
Jingzhou Henglong Automotive Parts Co., Ltd., “Henglong”2  100.00%  100.00%
Shenyang Jinbei Henglong Automotive Steering System Co., Ltd., “Shenyang”3  70.00%  70.00%
Universal Sensor Application Inc., “USAI”4  83.34%  83.34%
Wuhan Jielong Electric Power Steering Co., Ltd., “Jielong”5  85.00%  85.00%
Wuhu Henglong Automotive Steering System Co., Ltd., “Wuhu”6  77.33%  77.33%
Hubei Henglong Automotive System Group Co., Ltd., “Hubei Henglong”7  100.00%  100.00%
Jingzhou Henglong Automotive Technology (Testing) Center, “Testing Center”8  100.00%  100.00%
Chongqing Henglong Hongyan Automotive System Co., Ltd., “Chongqing Henglong”9  70.00%  70.00%
CAAS Brazil’s Imports and Trade In Automotive Parts Ltd., “Brazil Henglong”10  95.84%  95.84%
Wuhan Chuguanjie Automotive Science and Technology Ltd., “Wuhan Chuguanjie”11  85.00%  85.00%
Hubei Henglong Group Shanghai Automotive Electronics Research and Development Ltd., “Shanghai Henglong”12  100.00%  100.00%
Jingzhou Qingyan Intelligent Automotive Technology Research Institute Co., Ltd., “Jingzhou Qingyan”13  60.00%  60.00%
Hubei Henglong & KYB Automobile Electric Steering System Co., Ltd., “Henglong KYB”14  66.60%  66.60%

 


1.Jiulong was established in 1993 and mainly engages in the production of integral power steering gears for heavy-duty vehicles.

2.Henglong was established in 1997 and mainly engages in the production of rack and pinion power steering gears for cars and light duty vehicles.

3.Shenyang was established in 2002 and focuses on power steering parts for light duty vehicles.

4.USAI was established in 2005 and mainly engages in the production and sales of sensor modules.

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5.Jielong was established in 2006 and mainly engages in the production and sales of automotive steering columns.

6.Wuhu was established in 2006 and mainly engages in the production and sales of automobile steering systems.

7.On March 7, 2007, Genesis established Hubei Henglong, formerly known as Jingzhou Hengsheng Automotive System Co., Ltd., its wholly-owned subsidiary, to engage in the production and sales of automotive steering systems. On July 8, 2012, Hubei Henglong changed its name to Hubei Henglong Automotive System Group Co., Ltd.

8.In December 2009, Henglong, a subsidiary of Genesis, formed Testing Center, which mainly engages in the research and development of new products.

9.On February 21, 2012, Hubei Henglong and SAIC-IVECO Hongyan Company, “SAIC-IVECO,” established a Sino-foreign joint venture company, Chongqing Henglong, to design, develop and manufacture both hydraulic and electric power steering systems and parts.

10.On August 21, 2012, Brazil Henglong was established as a Sino-foreign joint venture company by Hubei Henglong and two Brazilian citizens, Ozias Gaia Da Silva and Ademir Dal’ Evedove. Brazil Henglong engages mainly in the import and sales of automotive parts in Brazil. In May 2017, the Company obtained an additional 15.84% equity interest in Brazil Henglong for nil consideration. The Company retained its controlling interest in Brazil Henglong and the acquisition of the non-controlling interest was accounted for as an equity transaction.

11.In May 2014, together with Hubei Wanlong, Jielong formed a subsidiary, Wuhan Chuguanjie Automotive Science and Technology Ltd., “Wuhan Chuguanjie”, which mainly engages in research and development, manufacture and sales of automobile electronic systems and parts. Wuhan Chuguanjie is located in Wuhan, China.

12.In January 2015, Hubei Henglong formed Hubei Henglong Group Shanghai Automotive Electronics Research and Development Ltd., “Shanghai Henglong”, which mainly engages in the design and sales of automotive electronics.
  
13.In November 2017, Hubei Henglong formed Jingzhou Qingyan Intelligent Automotive Technology Rearch Institute Co., Ltd., “Jingzhou Qingyan”, which mainly engages in the research and development of intelligent automotive technology.
14.In August 2018, Hubei Henglong and KYB (China) Investment Co., Ltd. (“KYB”) established Hubei Henglong KYB Automobile Electric Steering System Co., Ltd. (“Henglong KYB”), which mainly engages in design, manufacture, sales and after-sales service of automobile electronic systems. Hubei Henglong owns 66.6% of the shares of this entity and has consolidated it since its establishment.


2.Basis of presentation and significant accounting policies

 

(a)Basis of Presentation

 

Basis of Presentation – The accompanying condensed unaudited consolidated financial statements include the accounts of the Company and its subsidiaries. The details of subsidiaries are disclosed in Note 1. Significant inter-company balances and transactions have been eliminated upon consolidation. The condensed unaudited consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”) for interim financial information and with the instructions in Article 10 of Regulation S-X. Accordingly they do not include all of the information and footnotes required by such accounting principles for complete financial statements. These financial statements should be read in conjunction with the consolidated financial statements and related footnotes included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2017.2018.

 

The accompanying interim condensed consolidated financial statements are unaudited, but in the opinion of the Company’s management, contain all necessary adjustments, which include normal recurring adjustments, for a fair statement of the results of operations, financial position and cash flows for the interim periods presented.

 

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The condensed consolidated balance sheet as of December 31, 20172018 is derived from the Company’s audited financial statements at that date but does not include all of the information and footnotes required by U.S. GAAP for complete financial statements.

Certain information and footnote disclosures normally included in financial statements that have been prepared in accordance with U.S. GAAP have been condensed or omitted pursuant to the rules and regulations of the Securities and Exchange Commission, although the Company’s management believes that the disclosures contained in these financial statements are adequate to make the information presented herein not misleading. For further information, please refer to the financial statements and the notes thereto included in the Company’s 2017 Annual Report on Form 10-K, as filed with the Securities and Exchange Commission.

 

The results of operations for the three months and six months ended June 30, 2018March 31, 2019 are not necessarily indicative of the results of operations to be expected for the full fiscal year ending December 31, 2018.2019.

 

Estimation - The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the dates of the financial statements, and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from those estimates.

 

Foreign Currencies - China Automotive, the parent company, and HLUSA maintain their books and records in United States Dollars, “USD,” their functional currency. The Company’s subsidiaries based in the PRC and Genesis maintain their books and records in Renminbi, “RMB,” their functional currency. The Company’s subsidiary based in Brazil maintains its books and records in Brazilian reais, “BRL,” its functional currency. In accordance with ASC Topic 830, “FASB Accounting Standards Codification”, foreign currency transactions denominated in currencies other than the functional currency are remeasured into the functional currency at the rate of exchange prevailing at the balance sheet date for monetary items. Nonmonetary items are remeasured at historical rates. Income and expenses are remeasured at the rate in effect on the transaction dates. Transaction gains and losses, if any, are included in the determination of net income for the period. 

  

(b)Recent Accounting Pronouncements

 

In February 2016,On January 1, 2019, the FASB issued Accounting Standards Update (“ASU”)Company adopted ASU 2016-02, Leases. UnderLeases (as amended by ASU Nos. 2018-10, 2018-11, 2018-20, and 2019-01), using the modified retrospective method. The impact of the adoption of the new guidance, lessees will be required to recognize a lease liabilitystandard on the consolidated financial statements is discussed in “Significant Accounting Policies” below.

(c)Significant Accounting Policies

The following significant accounting policies have been added or changed since the date of the Company’s 2018 Annual Report on Form 10-K.

Leases- As described in the “Recent Accounting Pronouncements” section, the Company adopted ASU 2016-02, Leases, and a lease asset for all leases, including operating leases, with a term greater than 12 monthsother related ASUs (collectively, ASC 842) on its balance sheet. January 1, 2019, using the modified retrospective method of adoption.

The update also expandsCompany elected the required quantitative and qualitative disclosures surrounding leases. This update is effective for fiscal years beginning after December 15, 2018 and interim periods within those fiscal years, with earlier application permitted. In July 2018, the FASB issued ASU 2018-11, Leases (Topic 842) Target Improvements. The amendments in this Update provide entities with an additional (and optional) transition method which allows entities to adoptinitially apply the new leases standard. Under this new transition method, an entity initially applies the new leases standard at the adoption date and recognizesrequirements by recognizing a cumulative-effect adjustment to the opening balance of retained earnings in the period of adoption consistent with preparers’ requests. Consequently, an entity’s reporting for the comparative periods presented in the financial statements in which it adopts the new leases standard will continue to be in accordance with current GAAP (Topic 840, Leases). An entity that electsadoption. As a result of electing this additional (and optional) transition method, must provide the required Topic 840 disclosures for allprior periods that continue to be in accordance with Topic 840. The amendments do not change the existing disclosure requirements in Topic 840 (for example, they do not create interim disclosure requirements that entities previously were not required to provide). For entities that have not adopted Topic 842 beforebeen restated. There is no material impact on the issuancebalance of this Update,retained earnings, right of use assets or associated lease liabilities as of January 1, 2019 due to the effective date and transition requirements for the amendments in this Update related to separating componentsadoption of a contract are the same as the effective date and transition requirements in Update 2016-02.ASC 842. The Company is inelected the processpackage of evaluatingpractical expedients permitted under the impacttransition guidance within ASC 842, which includes not reassessing lease classification of adopting these guidance.existing leases. The Company did not elect the hindsight practical expedient.

 

In August 2016,The Company determines if an arrangement is a lease upon inception. A contract is or contains a lease if the FASB issued ASU 2016-15, Statement of Cash Flows (Topic 230), Classification of Certain Cash Receipts and Cash Payments. ASU 2016-15 refines how companies classify certain aspects ofcontract conveys the cash flow statement in regardsright to debt prepayment, settlement of debt instruments, contingent consideration payments, proceeds from insurance claims and life insurance policies, distribution from equity method investees, beneficial interests in securitization transactions and separately identifiable cash flows. ASU 2016-15 is effective for fiscal years beginning after December 15, 2017, and interim periods within fiscal years beginning after December 15, 2018. The adoption of this guidance does not have a material effect oncontrol the Company's consolidated financial statements.

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In October 2016, the FASB issued ASU 2016-16, Income Taxes (Topic 740) - Intra-Entity Transfers of Assets Other Than Inventory, to improve the accounting for the income tax consequences of intra-entity transfers of assets other than inventory. The FASB decided that an entity should recognize the income tax consequencesuse of an intra-entity transferidentified asset for a period of time in exchange for consideration. The right to control the use of an asset other than inventory whenincludes the transfer occurs. Consequently, the amendments in this Update eliminate the exception for an intra-entity transfer of an asset other than inventory. Two common examples of assets included in the scope of this Update are intellectual property and property, plant, and equipment. The Update does not change GAAP for an intra-entity transfer of inventory. The amendments in this Update do not include new disclosure requirements; however, existing disclosure requirements might be applicable when accounting for the current and deferred income taxes for an intra-entity transfer of an asset other than inventory. For public business entities, the amendments in this Update are effective for annual reporting periods beginning after December 15, 2017, including interim reporting periods within those annual reporting periods. Early adoption is permitted for all entities as of the beginning of an annual reporting period for which financial statements (interim or annual) have not been issued or made available for issuance. The amendments in this Update should be applied on a modified retrospective basis through a cumulative-effect adjustment directlyright to retained earnings as of the beginning of the period of adoption. The adoption of this guidance does not have a material effect on the Company's consolidated financial statements.

In January 2017, the FASB issued ASU 2017-01: Business Combinations (Topic 805): Clarifying the Definition of a Business. The amendments in this Update provide a screen to determine when a set is not a business. The screen requires that whenobtain substantially all of the fair valueeconomic benefits of the gross assets acquired (or disposed of)underlying asset and the right to direct how and for what purpose the asset is concentrated in a single identifiable asset or a group of similar identifiable assets, the set is not a business. This screen reduces the number of transactions that need to be further evaluated. If the screen is not met, the amendments in this Update (1) require that to be considered a business, a set must include, at a minimum, an inputused. The Company’s major plants and a substantive process that together significantly contribute to the ability to create outputbuildings are self-owned and (2) remove the evaluation of whether a market participant could replace missing elements. The amendments provide a framework to assist entities in evaluating whether both an input and a substantive process are present. The framework includes two sets of criteria to consider that depend on whether a set has outputs. Although outputs are not required for a set to be a business, outputs generally are a key element of a business; therefore, the FASB has developed more stringent criteria for sets without outputs. Lastly, the amendments in this Update narrow the definition of the term output so that the term is consistent with how outputs are described in Topic 606. Public business entities should apply the amendments in this Update to annual periods beginning after December 15, 2017, including interim periods within those periods. Early application of the amendments in this Update is allowed. The amendments in this Update should be applied prospectively on or after the effective date. No disclosures are required at transition. The adoption of this guidance does not have a material effect on the Company's consolidated financial statements.limited temporary small offices were rented.

 


In May 2017, the FASB issued guidance within ASU 2017-09: ScopeFor leases with a term of Modification Accounting. The amendments in ASU 2017-09 to Topic 718, Compensation - Stock Compensation, provide guidance about which changes to the terms12 months or conditions of a share-based payment award require an entity to apply modification accounting. An entity should account for the effects of a modification unless all of the following conditions are met: the fair value of the modified award is the same as the fair value of the original award immediately before the original award is modified; the vesting conditions of the modified award are the same as the vesting conditions of the original award immediately before the original award is modified; and the classification of the modified award as an equity instrument or a liability instrument is the same as the classification of the original award immediately before the original award is modified. The amendments should be applied prospectively to an award modified on or after the adoption date. The amendments are effective for annual periods, and interim periods within those annual periods, beginning after December 31, 2017. The adoption of this guidance does not have a material effect on the Company's consolidated financial statements.

In February 2018, the FASB issued ASU 2018-02, Income Statement - Reporting Comprehensive Income (Topic 220): Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income, to address specific consequences of the recent U.S. federal tax legislation commonly referred to as the Tax Cuts and Jobs Act (the “U.S. Tax Reform”). The update allows a reclassification from accumulated other comprehensive income to retained earnings for stranded tax effects resulting from the U.S. Tax Reform. The accounting update is effective January 1, 2019, with early adoption permitted, and is to 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 U.S. Tax Reform is recognized. The Company is currently evaluating the impact of the new standard on the Company's consolidated financial statements.

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Statements of Cash Flows (Topic 230): Restricted Cash. In November 2016, the FASB issued ASU 2016-18, Statements of Cash Flows (Topic 230): Restricted Cash. The guidance requires that a statement of cash flows explain the changes 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 statements of cash flows. The standard is effective for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years. The standard should be applied to each period presented using a retrospective transition method. The adoption of this standard does not have a material impact on the Company’s consolidated financial statements, but resulted in pledged cash being included with cash, cash equivalents and pledged cash when reconciling the beginning-of-period and end-of-period total amounts shown on the statements of cash flows.

(c)Significant Accounting Policies

Net Product Sales - On January 1, 2018,less, the Company adopted ASC Topic 606 “Revenue from Contracts with Customers”,makes an accounting policy election by class of underlying asset not to recognize lease assets and all related amendments, using the modified retrospective method applied to those contracts that were not completed as of January 1, 2018. Results for reporting periods beginning after January 1, 2018 are presented under Topic 606, while prior period amounts are not adjusted and continue to be reported in accordance with our historical accounting practices under ASC Topic 605 “Revenue Recognition”.

Management has determined that the impact of the transition to the new standard is immaterial to the Company’s revenue recognition model since the vast majority of our revenue recognition is based on point in time transfer of control. Accordingly, the Company has not made any adjustment to opening retained earnings.

Products sales to customers are made pursuant to master agreements entered into between the Company and its customers that provide for transfer of both title and risk of loss upon the Company’s delivery to the location specified in the contracts. The Company’s sales arrangements generally do not contain variable considerations and are short-term in nature. A period of credit term is granted to the customers after the delivery and before making payment.lease liabilities. The Company recognizes revenuelease expenses for such leases on a straight-line basis over the lease term.

Operating lease assets and liabilities are recognized at a point in timecommencement date based on management’s evaluationthe present value of whenlease payments over the customer obtains controllease term. The discount rate used to calculate present value is the Company’s incremental borrowing rate or, if available, the rate implicit in the lease. The Company determines the incremental borrowing rate for each lease based primarily on the lease term and the economic environment of the products. Revenue is recognized when all performance obligations under the terms of a contract with the customer are satisfied and control of the product has been transferred to the customer. Sales of goods typically do not include multiple product and/applicable country or service elements.

Revenue is measured as the amount of consideration management expectsregion. The discount rate used by the Company to receive in exchange for transferring goods pursuant to the contracts. Value-added tax that the Company collects concurrent with revenue-producing activities is excluded from revenue. Incidental contract costs that are not material in the context of the delivery of goods and services are recognized as expense.

At the time revenue is recognized, allowances are recorded, with the related reduction to revenue, for estimated price discounts based upon historical experience and related terms of customer arrangements. Where the Company has offered product warranties, the Company also establishes liabilities for estimated warranty costs based upon historical experience and specific warranty provisions. Warranty liabilities are adjusted when experience indicates the expected outcome will differ from initial estimates of the liability.its operating lease was 4.49%.

 

The Company treats shippingoperating lease right of use assets was included in other current assets and handling fees as a fulfillment cost since controlcurrent portion of the products is usually transferred to the customer after the delivery.

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Revenue Disaggregation

Management has concluded that the disaggregation level is the same under both the revenue standardoperating lease liabilities was included in other current liabilities and the segment reporting standard. Revenue under the segment reporting standard is measured on the same basis as under the revenue standard, so management did not repeat the disaggregation of revenue under both standards.

Contract Assets and Liabilities

Contract assets, such as costs to obtain or fulfill contracts, are an insignificant component of the Company’s revenue recognition process.non-current portion was included in other non-current liabilities. The majority of the Company’s cost of fulfillment as a manufacturer of products is classified as inventory, fixed assets and intangible assets, which are accounted for under the respective guidance for those asset types. Other costs of contract fulfillment are immaterial due to the nature of our products and their respective manufacturing processes.

Contract liabilities are mainly customer deposits.

Customer Deposits

As of June 30, 2018 and December 31, 2017, the Company has customer deposits of $0.8 million and $1.1 million, respectively. During the six months ended June 30, 2018, $1.7 millionweighted average remaining lease term was received and $2.0 million was recognized as net product sales revenue. Customer deposits represent non-refundable cash deposits for customers to secure rights to an amount of products produced by the Company under supply agreements. When the products are shipped to customers, the Company will recognize revenue and bill the customers to reduce the amount of the customer deposit liability.

Practical Expedient and Exemptions

4 years. The Company does not disclose the valuehave finance lease arrangements as of unsatisfied performance obligations for contracts with an original expected length of one year or less.

The Company does not adjust the promised amount of consideration for the effects of a significant financing component since the Company expects, at contract inception, that the period between when the Company transfers promised goods to the customers and when the customers pay for the goods will be within one year.

Except for the adoption of ASC Topic 606, there have been no updates to the significant accounting policies set forth in the notes to the consolidated financial statements for the year ended DecemberMarch 31, 2017.2019.

 

3.Short-term investments

Short-term investments comprise time deposits with terms of three months or more which are due within one year and financial instruments with a variable interest rate indexed to the performance of underlying assets (“Wealth Management Financial Products”) with maturities within one year. The carrying values of time deposits approximate fair value because of their short maturities. The interest earned is recognized in the consolidated statements of income over the contractual term of the deposits. The Wealth Management Financial Products are measured at fair value and classified as Level 2 within the fair value measurement hierarchy. The fair values were measured by using directly or indirectly observable inputs in the marketplace. Changes in the fair value are reflected in other income in the consolidated statements of operations and comprehensive income.

The Company’s short-term investments as of June 30, 2018 and December 31, 2017 are summarized as follows (figures are in thousands of USD):

  June 30, 2018  December 31, 2017 
Time deposits $10,428  $12,019 
Wealth management financial products measured at fair value  16,474   17,568 
Total $26,902  $29,587 

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As of June 30, 2018, the Company had pledged short-term investments of RMB 3.0 million, equivalent to approximately $0.5 million, to secure a standby letter of credit under China CITIC Bank (Note 12). The use of the pledged short-term investments is restricted.

As of December 31, 2017, the Company had pledged short-term investments of RMB 13.0 million, equivalent to approximately $2.0 million, to secure standby letters of credit under HSBC Bank (Note 12) and China CITIC Bank. The use of the pledged short-term investments is restricted.

4.3.Accounts and notes receivable, net

 

The Company’s accounts and notes receivable, net as of June 30, 2018March 31, 2019 and December 31, 20172018 are summarized as follows (figures are in thousands of USD):

 

 June 30, 2018  December 31, 2017  March 31, 2019  December 31, 2018 
Accounts receivable - unrelated parties $153,325  $166,889  $150,415  $149,100 
Notes receivable - unrelated parties(1) (2)  110,728   109,183 
Notes receivable - unrelated parties(1)(2)  94,255   90,412 
Total accounts and notes receivable- unrelated parties  264,053   276,072   244,670   239,512 
Less: allowance for doubtful accounts - unrelated parties(3)  (1,320)  (1,083)  (2,096)  (1,993)
Accounts and notes receivable, net - unrelated parties  262,733   274,989   242,574   237,519 
Accounts and notes receivable, net - related parties  20,826   19,086 
Accounts and notes receivable - related parties  21,701   18,825 
Accounts and notes receivable, net $283,559  $294,075  $264,275  $256,344 

 

(1)Notes receivable represent accounts receivable in the form of bills of exchange for which acceptances are guaranteed and settlements are handled by banks.banks or third parties.

 

(2)As of June 30, 2018March 31, 2019 and December 31, 2017,2018, the Company pledged its notes receivable in an amount of approximately $39.2$7.6 million and $39.6$18.4 million, respectively, as security for its comprehensive credit facilities or loans.
  
(3)Provision for doubtful accounts and notes receivable amounted to $0.3$0.1 million and $0.1$0.3 million for the sixthree months ended June 30,March 31, 2019 and 2018, and 2017, respectively.

 

5.4.Advance payments and othersInventories

 

The Company’s advance payments and othersinventories as of June 30, 2018March 31, 2019 and December 31, 20172018 consisted of the following (figures are in thousands of USD):

 

  June 30, 2018  December 31, 2017 
Advance payments and others - unrelated parties $13,462  $13,801 
Less: allowance for doubtful accounts – unrelated parties  (998)  (1,011)
Advance payments and others, net – unrelated parties  12,464   12,790 
Advance payments and others - related parties(1)  1,006   20,841 
Total advance payments and others $13,470  $33,631 

(1)On March 16, 2017, in order to generate higher returns for the Company’s idle cash, one of the Company's subsidiaries, Hubei Henglong, lent RMB 200.0 million to Henglong Real Estate, one of the Company's related parties, through an independent financial institution by way of an entrusted loan. The term of the loan is one year and the annual interest rate is 6.35%. Henglong Real Estate repaid RMB 70 million and RMB 130 million to Hubei Henglong in the fourth quarter of 2017 and in the first quarter of 2018, respectively. As of June 30, 2018 and December 31, 2017, the outstanding loan balance was nil and RMB 130 million (equivalent to $19.9 million) respectively.

15

6.Inventories

The Company’s inventories as of June 30, 2018 and December 31, 2017 consisted of the following (figures are in thousands of USD):

 June 30, 2018  December 31, 2017  March 31, 2019  December 31, 2018 
Raw materials $22,979  $20,033  $29,206  $27,190 
Work in process  17,719   17,951   12,340   11,932 
Finished goods  49,896   41,233   48,656   48,899 
Total $90,594  $79,217  $90,202  $88,021 

 

The write down of inventories amounted to $3.5$1.1 million and $2.1$1.5 million for the sixthree months ended June 30,March 31, 2019 and 2018, and 2017, respectively.

 


7.Other receivables, net

The Company’s other receivables as of June 30, 2018 and December 31, 2017 are summarized as follows (figures are in thousands of USD):

  June 30, 2018  December 31,2017 
Other receivables - unrelated parties(1) $584  $1,109 
Other receivables - employee housing loans(2)  464   1,187 
Less: allowance for doubtful accounts - unrelated parties  (103)  (108)
Other receivables, net - unrelated parties $945  $2,188 

  June 30, 2018  December 31, 2017 
Other receivables - related parties(1) $565  $585 
Less: allowance for doubtful accounts - related parties  (565)  (585)
Other receivables, net - related parties $-  $- 

(1)Other receivables consist of amounts advanced to both related and unrelated parties, primarily as unsecured demand loans. These receivables originate as part of the Company's normal operating activities and are periodically settled in cash.

(2)On May 28, 2014, the board of directors of the Company approved a loan program under which the Company will lend an aggregate of up to RMB 50.0 million, equivalent to approximately $7.6 million, to the employees of the Company to assist them in purchasing houses. Employees are required to pay interest at an annual rate of 3.8%. These loans are unsecured and the term of the loans is generally five years.

8.5.Long-term investments

 

In January 2010, the Company invested $3.1 million to establish a joint venture company, Beijing Henglong, with Hainachuan. The Company owns 50% of the equity in Beijing Henglong and can exercise significant influence over Beijing Henglong’s operating and financial policies. The Company accounted for Beijing Henglong’s operational results using the equity method. As of June 30, 2018March 31, 2019 and December 31, 2017,2018, the Company had $4.2$4.3 million and $4.1$4.2 million, respectively, of net equity in Beijing Henglong.  

 

In September 2014, Hubei Henglong entered into an agreement with other parties to establish a venture capital fund, the “Suzhou Venture Fund”, which mainly focuses on investments in emerging automobiles and parts industries. Hubei Henglong has committed to make investments of RMB 50.0 million, equivalent to approximately $7.6$7.4 million, in the Suzhou Venture Fund in three installments. As of June 30, 2018,March 31, 2019, Hubei Henglong has completed a capital contribution of RMB 50.0 million, equivalent to approximately $7.6$7.4 million, representing 12.5% of the Suzhou Venture Fund’s shares. As a limited partner, Hubei Henglong has more than virtually no influence over the Suzhou Venture Fund’s operating and financial policies. The investment is accounted for using the equity method. As of June 30, 2018March 31, 2019 and December 31, 2017,2018, the Company had $10.7$10.0 million and $10.3$9.7 million, respectively, of net equity in the Suzhou Venture Fund.

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In May 2016, Hubei Henglong entered into an agreement with other parties to establish a venture capital fund, the “Chongqing Venture Fund”. Hubei Henglong has committed to make investments of RMB 120.0 million, equivalent to approximately $18.1$18.0 million, in three installments, representing 23.5% of the Chongqing Venture Fund in three installments.Fund’s shares. As of June 30, 2018,March 31, 2019, Hubei Henglong has completed a capital contribution of RMB 84.0 million, equivalent to approximately $12.7 million, representing 23.5% of the Chongqing Venture Fund’s shares.$12.5 million. As a limited partner, Hubei Henglong has more than virtually no influence over the Chongqing Venture Fund’s operating and financial policies. The investment is accounted for using the equity method. As of June 30, 2018March 31, 2019 and December 31, 2017,2018, the Company had $12.4$13.3 million and $12.7$13.1 million, respectively, of net equity in the Chongqing Venture Fund.

 

In October 2016, Hubei Henglong invested RMB 3.0 million, equivalent to approximately $0.5$0.4 million, to establish a joint venture company, Chongqing Jinghua Automotive Intelligent Manufacturing Technology Research Co., Ltd., “Chongqing Jinghua”, with five other parties. The Company owns 30% of the equity in Chongqing Jinghua, and can exercise significant influence over Chongqing Jinghua’s operating and financial policies. The Company accounts for Chongqing Jinghua’s operational results withusing the equity method. As of June 30, 2018March 31, 2019 and December 31, 2017,2018, the Company had $0.4$0.2 million and $0.5$0.2 million, respectively, of net equity in Chongqing Jinghua.

 

In March 2018, Hubei Henglong entered into an agreement with other parties to establish a venture capital fund, the “Hubei Venture Fund”. Hubei Henglong has committed to make investments of RMB 76.0 million, equivalent to approximately $11.5 million, in three installments, representing 27.1% of the ChongqingHubei Venture Fund in three installments.Fund’s shares. As of June 30, 2018,March 31, 2019, Hubei Henglong has completed a capital contribution of RMB 38.0 million, equivalent to approximately $5.7 million, representing 19.0% of the Hubei Venture Fund’s shares.$5.6 million. As a limited partner, Hubei Henglong has more than virtually no influence over the Hubei Venture Fund’s operating and financial policies. The investment is accounted for using the equity method. As of June 30, 2018March 31, 2019 and December 31, 2017,2018, the Company had $5.7$5.6 million and nil,$5.5 million, respectively, of net equity in the Hubei Venture Fund.

 

The Company’s consolidated financial statements reflect the net income of non-consolidated affiliates of $0.5$0.2 million and $0.01$0.6 million for the sixthree months ended June 30,March 31, 2019 and 2018, and 2017, respectively.

  

9.6.Property, plant and equipment, net

 

The Company’s property, plant and equipment, net as of June 30, 2018March 31, 2019 and December 31, 20172018 are summarized as follows (figures are in thousands of USD):

 

 June 30, 2018  December 31, 2017  March 31, 2019  December 31, 2018 
Costs:        
Land use rights and buildings $62,432  $63,173  $62,846  $60,593 
Machinery and equipment  182,169   165,863   198,351   192,538 
Electronic equipment  5,950   5,819   5,858   5,810 
Motor vehicles  5,016   4,945   4,933   4,852 
Construction in progress  18,317   22,352   15,214   12,526 
Total amount of property, plant and equipment  273,884   262,152   287,202   276,319 
Less: Accumulated depreciation(1)  (142,784)  (136,119)  (150,169)  (146,466)
Total amount of property, plant and equipment, net(2) (3) $131,100  $126,033 
Total amount of property, plant and equipment, net(2)(3) $137,033  $129,853 

  

(1)As of June 30, 2018March 31, 2019 and December 31, 2017,2018, the Company pledged property, plant and equipment with a net book value of approximately $57.0$57.4 million and $57.8$55.9 million, respectively, as security for its comprehensive credit facilities with banks in China.

(2)Depreciation charges were $4.6$3.9 million and $3.6$4.2 million for the three months ended June 30,March 31, 2019 and 2018, and 2017, respectively, and $8.8 million and $7.7 million for the six months ended June 30, 2018 and 2017, respectively.

(3)Interest costs capitalized for the three months ended June 30,March 31, 2019 and 2018, and 2017, were $0.2$0.1 million and $0.2 million, respectively, and $0.4 million and $0.3 million for the six months ended June 30, 2018 and 2017, respectively.

 


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10.Intangible assets

The Company’s intangible assets as of June 30, 2018 and December 31, 2017 are summarized as follows (figures are in thousands of USD):

  June 30, 2018  December 31, 2017 
Costs:        
Patent technology $2,082  $2,108 
Management software license  1,423   1,441 
Total intangible assets  3,505   3,549 
Less: Amortization(1)  (2,956)  (2,888)
Total intangible assets, net $549  $661 

(1)Amortization expenses were $0.1 million and $0.1 million for the three months ended June 30, 2018 and 2017, respectively, and $0.1 million and $0.1 million for the six months ended June 30, 2018 and 2017, respectively.

11.Deferred income tax assets

In accordance with the provisions ofASC Topic 740, “Income Taxes”, the Company assesses, on a quarterly basis, its ability to realize its deferred tax assets. Based on the more likely than not standard in the guidance and the weight of available evidence, the Company believes a valuation allowance against its deferred tax assets is necessary. In determining the need for a valuation allowance, the Company considered the following significant factors: an assessment of recent years’ profitability and losses by tax authorities; the Company’s expectation of profits based on margins and volumes expected to be realized, which are based on current pricing and volume trends; the long period in all significant operating jurisdictions before the expiry of net operating losses, noting further that a portion of the deferred tax asset is composed of deductible temporary differences that are subject to an expiry period until realized under tax law. The Company will continue to evaluate the provision of valuation allowance in future periods.

The components of estimated deferred income tax assets as of June 30, 2018 and December 31, 2017 are as follows (figures are in thousands of USD):

  June 30, 2018  December 31, 2017 
       
Losses carry forward (U.S.)(1) $3,146  $3,580 
Losses carry forward (Non-U.S.)(1)  2,820   2,178 
Product warranties and other reserves  5,492   5,264 
Property, plant and equipment  4,643   4,607 
Share-based compensation  172   156 
Bonus accrual  210   287 
Other accruals  1,302   1,535 
Deductible temporary difference related to revenue recognition  350   465 
Others  1,439   1,353 
Total deferred tax assets, net  19,574   19,425 
Less: Valuation allowance  (6,304)  (6,058)
Total deferred tax assets, net of valuation allowance $13,270  $13,367 

(1)The net operating losses carry forward for the U.S. entities for income tax purposes are available to reduce future years' taxable income. These carry forward losses will expire, if not utilized, at various times over the next 20 years. Net operating losses carry forward for China entities can be carried forward for 5 years to offset taxable income. As of June 30, 2018, the valuation allowance was $6.3 million, including $3.3 million allowance for the Company’s deferred tax assets in the United States and $3.0 million allowance for the Company’s non-U.S. deferred tax assets. Based on the Company’s current operations in the United States, management believes that the deferred tax assets in the United States are not likely to be realized in the future. For the deferred tax assets in other countries, pursuant to certain tax laws and regulations, management believes such amount will not be used to offset future taxable income.

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12.7.Loans

 

Loans consist of the following as of June 30, 2018March 31, 2019 and December 31, 20172018 (figures are in thousands of USD):

 

  June 30, 2018  December 31, 2017 
Short-term bank loan(1) $11,335  $9,948 
Short-term bank loan(2) (3) (4)  28,858   30,454 
Short-term bank loans(5)  13,857   29,248 
Short-term government loan(6)  3,023   3,061 
Total short-term loans $57,073  $72,711 
Long-term government loan (7)  302   306 
Total loans $57,375  $73,017 
  March 31, 2019  December 31, 2018 
Short-term bank loans(1) $58,462  $53,667 
Short-term government loan(2)  7,426   7,285 
Total short-term bank and government loans $65,888  $60,952 
Long-term government loan (3)  297   291 
Total bank and government loans $66,185  $61,243 

 

(1)These loans are secured by property, plant and equipment of the Company and are repayable within one year (See Note 9)6). As of June 30, 2018March 31, 2019 and December 31, 2017,2018, the weighted average interest rate was 4.8%5.0% and 4.7%5.3% per annum, respectively. Interest is to be paid monthly or quarterly, on the twentieth day of the applicable month or quarter, or at maturity and the principal repayment is at maturity.
  
(2)On On April 20, 2017, the Company entered into a credit facility agreement with ICBC Macau to obtain a non-revolving credit facility in the amount of $20.0 million, the “ICBC Macau Credit Facility”. The ICBC Macau Credit Facility expired on May 12, 2018 unless the Company draws down the line of credit in full prior to such expiration date, and the maturity date for the loan drawdown is the earlier of (i) 12 months from the date of drawdown or (ii) one month before the expiry of the standby letter of credit obtained by Henglong from ICBC Jingzhou as security for the Credit Facility, the “Henglong Standby Letter of Credit”. The interest rate of the loan drawn down under the ICBC Macau Credit Facility is calculated based on a three-month LIBOR plus 1.30% per annum, subject to the availability of funds and fluctuation at ICBC Macau’s discretion. Interest is calculated daily based on a 360-day year and it is fixed one day before the first day of each interest period. The interest period is defined as three months from the date of drawdown. As security for the ICBC Macau Credit Facility, the Company was required to provide ICBC Macau with a standby letter of credit for a total amount of not less than $25.3 million if the ICBC Macau Credit Facility is fully drawn.
On May 5, 2017, the Company drew down the full amount of $20.0 million under the ICBC Macau Credit Facility and provided a standby letter of credit issued by ICBC Jingzhou for an amount of $24.1 million in favor of ICBC Macau. The standby letter of credit is collateralized by Henglong’s notes receivable of RMB 159.3 million, equivalent to approximately $24.1 million.
The original maturity date of the Credit Facility was May 12, 2018 and was extended to November 11, 2018. The Company repaid $1.0 million to ICBC Macau on May 4, 2018. The maturity date for the loan under the extended term is the earlier of (i) 18 months from the date of drawdown or (ii) one month before the expiry of Henglong Standby Letter of Credit. Except for the above, all other terms and conditions as stipulated in the Credit Agreement remained unchanged. As of June 30, 2018, the interest rate of the Credit Facility was 3.7% per annum.
(3)On April 25, 2017, Great Genesis entered into a credit facility agreement with Taishin Bank to obtain a non-revolving credit facility in the amount of $10.0 million, the “Taishin Bank Credit Facility”. The Taishin Bank Credit Facility expired on April 25, 2018 and was extended to March 20, 2019. As of June 30, 2018, the Taishin Bank Credit Facility has an annual interest rate of 3.9%. Interest is paid monthly and the principal repayment is payable at maturity. As security for the Taishin Bank Credit Facility, the Company’s subsidiary Henglong was required to provide Taishin Bank with a standby letter of credit for a total amount of not less than $10.0 million if the Taishin Bank Credit Facility is fully drawn.

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On April 28, 2017, Great Genesis drew down the full amount of $9.9 million under the Taishin Bank Credit Facility and provided a standby letter of credit issued by China CITIC Bank Wuchang branch for an amount of $10.0 million in favor of Taishin Bank. The standby letter of credit issued by China CITIC Bank Wuchang branch is collateralized by Henglong’s short-term investments of RMB 4.0 million, equivalent to approximately $0.6 million, and notes receivable of RMB 79.4 million, equivalent to approximately $12.2 million.
(4)On August 26, 2016, Brazil Henglong entered into a credit facility agreement with Bank of China (Brazil) to obtain a credit facility in the amount of $0.6 million, the “Bank of China Credit Facility”. The Bank of China Credit Facility expired on January 15, 2018. As security for the Bank of China Credit Facility, the Company’s subsidiary Hubei Henglong was required to provide Bank of China (Brazil) with a Standby Letter of Credit for a total amount of $0.9 million if the Bank of China Credit Facility were to be fully drawn.
On August 26, 2016, Brazil Henglong drew down a loan amounting to $0.6 million provided by Bank of China (Brazil). The loan matured on January 15, 2018 and has an annual interest rate of 4.05%. Interest was paid semiannually and the principal repayment was at maturity. Hubei Henglong provided a Standby Letter of Credit for an amount of $0.9 million in favor of Bank of China (Brazil). Hubei Henglong’s Standby Letter of Credit was issued by Bank of China Jingzhou branch and was collateralized by long-term time deposits of Hubei Henglong of RMB 6.0 million, equivalent to approximately $0.9 million. The Company repaid this bank loan on January 16, 2018.
(5)On September 26, 2016, Henglong entered into a credit facility agreement with China CITIC Bank to obtain credit facilities in the amount of RMB 170.0 million (equivalent to $25.7 million as of June 30, 2018), the “Henglong CITIC Credit Facility”. The Henglong CITIC Credit Facility expired on September 26, 2017. As security for the Henglong CITIC Credit Facility, Henglong’s property, plant and equipment were pledged and Hubei Henglong provided a guarantee. On March 3, 2017, Henglong drew down loans amounting to RMB 32.5 million, RMB 32.5 million and 30.6 million (equivalent to $4.9 million, $4.9 million and $4.6 million as of June 30, 2018), respectively. The loans matured on February 5, 6 and 7, 2018, respectively. The annual interest rate of the loans was 4.99%. The principal and interest have been repaid.
On October 27, 2017, Henglong entered into a credit facility agreement with China CITIC Bank to obtain credit facilities in the amount of RMB 226.0224.0 million (equivalent to $34.2$33.3 million as of June 30, 2018)March 31, 2019), the “Henglong CITIC Credit Facility”. The original maturity date of the Henglong CITIC Credit Facility will expire onwas October 27, 2018.2018 and was extended to October 26, 2019. The amount of Henglong CITIC Credit Facility changed into RMB 200.0 million (equivalent to $29.7 million as of March 31, 2019). As security for the Henglong CITIC Credit Facility, Henglong’s property, plant and equipment were pledged and Hubei Henglong provided a guarantee. Henglong provided Jielong with a Standby Letter of Credit under the Credit Facility. On January 25, 26 and 29,August 21, 2018, JielongHenglong drew down loans amounting to RMB 29.5 million, RMB 20.723.2 million and 18.7RMB 48.1 million (equivalent to $4.5 million, $3.1$3.4 million and $2.8$7.1 million), respectively. TheOn August 23 and September 7, 2018, Henglong drew down loans matured on July 23, 24amounting to RMB 19.3 million and RMB 5.8 million (equivalent to $2.9 million and $0.9 million), respectively. On March 15 and March 26, 2018,2019, Henglong drew down loans amounting to RMB 7.2 million and RMB 7.8 million (equivalent to $1.0 million and $1.2 million), respectively. The annual interest rate of the loans was 5.02%3.63%, 5.02%3.98%, 3.79%, 3.95%, 3.52% and 5.13%3.52%, respectively. The principal and interest have been repaid.
On September 26, 2016, Hubei Henglong entered into a credit facility agreement with China CITIC Bank to obtain credit facilities in the amount of RMB 100.0 million (equivalent to $15.1 million as of June 30, 2018), the “Hubei Henglong CITIC Credit Facility”. The Hubei Henglong CITIC Credit Facility expired on September 26, 2017. Henglong provided a guarantee for the Hubei Henglong CITIC Credit Facility. On March 3, 2017, Hubei Henglong drew down loans amounting to RMB 28.7 million, RMB 28.7 million and 38.2 million (equivalent to $4.3 million, $4.3 million and $5.8 million), respectively. The loans matured on February 2, 8 and 9, 2018, respectively. The annual interest rate of the loans was 4.99%. The principal and interest have been repaid.

On October 27, 2017, Hubei Henglong entered into a credit facility agreement with China CITIC Bank to obtain credit facilities in the amount of RMB 140.0 million (equivalent to $21.2$20.8 million as of June 30, 2018)March 31, 2019), the “Hubei Henglong CITIC Credit Facility”. The Hubei Henglong CITIC Credit Facility will expireexpired on October 27, 2018. Henglong provided a guarantee for the Hubei Henglong CITIC Credit Facility. The original maturity date of the Hubei Henglong CITIC Credit Facility was October 27, 2018 and was extended to October 26, 2019. The amount of the Hubei Henglong CITIC Credit Facility changed into RMB 200.0 million (equivalent to $29.7 million as of March 31, 2019). Hubei Henglong provided Jiulong with a Standby Letter of Credit under the Credit Facility. On January 26 and 30,August 10, 2018, Hubei Henglong drew down loans amounting to RMB 5.911.5 million and 15.7RMB 27.0 million (equivalent to $0.9$1.7 million and $2.4$4.0 million), respectively. TheOn August 22 and September 6, 2018, Hubei Henglong drew down loans matured on July 24amounting to RMB 26.0 million and 26, 2018,RMB 7.6 million (equivalent to $3.9 million and $1.1 million), respectively. On March 15, 2019, Hubei Henglong drew down loans amounting to RMB 28.0 million and RMB 14.1 million (equivalent to $4.2 million and $2.1 million), respectively. The annual interest rate of the loans was 5.02%3.93%, 3.84%, 3.98%, 4.01%, 3.63% and 5.79%3.52%, respectively. The principal and interest have been repaid.

 20 

(6)(2)On August 17, 2017,September 27, 2018, the Company received an interest-freea Chinese government loan of RMB 20.050.0 million, equivalent to approximately $3.2$7.4 million, with an interest rate of 3.48% per annum, which will mature on August 16, 2018.June 28, 2019. Henglong pledged RMB 20.051.5 million, equivalent to approximately $3.0$7.6 million, of notes receivable as security for the Chinese government loan (See Note 4)3).
  
(7)(3)On November 13, 2017, the Company received a Chinese government loan of RMB 2.0 million, equivalent to approximately $0.3 million, with an interest rate of 4.75% per annum, which will mature on November 12, 2020.

The Company must use the loans for the purpose as prescribed in the loan contracts. If the Company fails to do so, it will be charged penalty interest or trigger early repayment. The Company complied with such financial covenants as of March 31, 2019, and believes it will continue to comply with them.


 
The Company must use the loans for the purpose as prescribed in the loan contracts. If the Company fails to do so, it will be charged penalty interest or trigger early repayment. The Company complied with such financial covenants as of June 30, 2018, and believes it will continue to comply with them.

13.8.Accounts and notes payable

 

The Company’s accounts and notes payable as of June 30, 2018March 31, 2019 and December 31, 20172018 are summarized as follows (figures are in thousands of USD):

 

 June 30, 2018  December 31, 2017  March 31, 2019  December 31, 2018 
Accounts payable - unrelated parties $143,858  $149,200  $115,355  $124,610 
Notes payable - unrelated parties(1)  68,578   83,848   72,257   81,033 
Accounts and notes payable- unrelated parties  212,436   233,048   187,612   205,643 
Accounts payable - related parties  6,913   7,168   5,668   4,477 
Balance at end of period $219,349  $240,216 
Balance at end of the period $193,280  $210,120 

 

(1)Notes payable represent accounts payable in the form of notes issued by the Company. The notes are endorsed by banks to ensure that noteholders will be paid after maturity. The Company has pledged cash deposits, short-term investments, notes receivable and certain property, plant and equipment to secure notes payable granted by banks.

  

14.9.Accrued expenses and other payables

 

The Company’s accrued expenses and other payables as of June 30, 2018March 31, 2019 and December 31, 20172018 are summarized as follows (figures are in thousands of USD):

 

 June 30, 2018  December 31, 2017  March 31, 2019  December 31, 2018 
Accrued expenses $6,367  $7,944  $6,884  $8,341 
Accrued interest  140   1,347   748   423 
Dividends payable to holders of non-controlling interests(1)  538   - 
Current portion of other long-term payable (See Note 17)  3,401   - 
Current portion of other long-term payable (See Note 10)  3,529   3,400 
Other payables  1,274   1,803   2,579   3,783 
Warranty reserves(2)  29,779   29,033 
Warranty reserves(1)  32,157   31,085 
Total $41,499  $40,127  $45,897  $47,032 

 

(1)In accordance with the resolution of the Board of Directors of Shenyang, in the second quarter of 2018, Shenyang declared a dividend amounting to $1.9 million to its shareholders, of which $0.5 million was payable to the holders of the non-controlling interests. As of June 30, 2018, the dividends have not been paid.
(2)The Company provides for the estimated cost of product warranties when the products are sold. Such estimates of product warranties are based on, among other things, historical experience, product changes, material expenses, services and transportation expenses arising from the manufactured products. Estimates will be adjusted on the basis of actual claims and circumstances.

 

21

For the three months ended June 30,March 31, 2019 and 2018, and 2017,for the year ended December 31, 2018, the warranties activities were as follows (figures are in thousands of USD): 

 

  Three Months Ended June 30, 
  2018  2017 
Balance at beginning of the period $30,201  $25,738 
Additions during the period  5,617   3,680 
Settlement within period  (4,499)  (5,189)
Foreign currency translation gain  (1,540)  (331)
Balance at end of the period $29,779  $23,898 

For the six months ended June 30, 2018 and 2017, and for the year ended December 31, 2017, the warranties activities were as follows (figures are in thousands of USD): 

  Six Months Ended June 30,  Year Ended 
December 31,		 
  2018  2017  2017 
Balance at beginning of the period $29,033  $26,225  $26,225 
Additions during the period  9,865   6,756   23,354 
Settlement within period  (8,705)  (8,608)  (22,034)
Foreign currency translation (gain)/loss  (414)  (475)  1,488 
Balance at end of the period $29,779  $23,898  $29,033 

15.Taxes payable

The Company’s taxes payable as of June 30, 2018 and December 31, 2017 are summarized as follows (figures are in thousands of USD):

  June 30, 2018  December 31, 2017 
Value-added tax payable $3,183  $1,813 
Income tax payable  6,544   3,450 
Other tax payable  681   664 
Long-term taxes payable(1)  29,874   32,719 
Total $40,282  $38,646 

(1)A one-time transition tax of $35.6 million was recognized in the fourth quarter of 2017 that represented management’s estimate of the amount of U.S. corporate income tax based on the deemed repatriation to the United States of the Company’s share of previously deferred earnings of certain non-U.S. subsidiaries of the Company mandated by the U.S. Tax Reform. The Company elected to pay the one-time transition tax over eight years commencing in April 2018. As of June 30, 2018 and December 31, 2017, $5.7 million and $2.8 million was included in taxes payable as a current liability which the Company believes will be paid within one year and the remaining balance was included in long-term taxes payable. See Note 24 for more details about the U.S. Tax Reform.

16.Advances payable

As of June 30, 2018 and December 31, 2017, advances payable by the Company were $0.7 million and $0.7 million, respectively.

  Three Months Ended March 31,  Year Ended
December 31,		 
  2019  2018  2018 
Balance at beginning of the period $31,085  $29,033  $29,033 
Additions during the period  2,776   4,248   24,102 
Settlement within period  (2,294)  (4,206)  (20,599)
Foreign currency translation loss/(gain)  590   1,126   (1,451)
Balance at end of the period $32,157  $30,201  $31,085 

 


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The amounts are special subsidies made by the Chinese government to the Company to offset the costs and charges related to the improvement of production capacities and improvement of the quality of products. For the government subsidies with no further conditions to be met, the amounts are recorded as other income when received; for the amounts with certain operating conditions, the government subsidies are recorded as advances payable when received and will be recorded as a deduction of related expenses and cost when the conditions are met.

The balances are unsecured, interest-free and will be repayable to the Chinese government if the usage of such advance does not continue to qualify for the subsidy.

17.10.Other long-term payable

 

On January 31, 2018, the Company entered into an equipment sales agreement with a third party (the “buyer-lessor”) and simultaneously entered into a four-year contract to lease back the equipment from the buyer-lessor. The carrying value of the equipment was $13.8$13.6 million and the sales price was $15.1$14.9 million. Pursuant to the terms of the contract, the Company is required to pay to the buyer-lessor lease payments over 4 years with a quarterly lease payment of $1.1 million and is entitled to obtain the ownership of this equipment at a nominal price upon the expiration of the lease. The Company is of the view that the transaction does not qualify as a sale. Therefore, the transaction is accounted for as a financing transaction by the Company. As of June 30, 2018, $3.4March 31, 2019, $3.5 million is recognized as other payable (See Note 14)9) and $10.8$8.0 million is recognized as other long-term payable to the buyer-lessor according to the contract term.

 

18.11.Additional paid-in capital

 

The Company’s positions in respect of the amounts of additional paid-in capital for the sixthree months ended June 30,March 31, 2019 and 2018, and 2017, and the year ended December 31, 2017 are summarized as follows (figures are in thousands of USD):

 

  Six Months Ended June 30,  Year Ended 
December 31,		 
  2018  2017  2017 
Balance at beginning of the period $64,406  $64,764  $64,764 
Acquisition of the non-controlling interest in Brazil Henglong(1)  -   (458)  (458)
Share-based compensation(2)  -   -   100 
Balance at end of the period $64,406  $64,306  $64,406 

(1)In May 2017, the Company obtained an additional 15.84% equity interest in Brazil Henglong for nil consideration. The Company retained its controlling interest in Brazil Henglong and the acquisition of the non-controlling interest was accounted for as an equity transaction.

(2)On August 16, 2017, the Company granted 22,500 stock options to the Company’s independent directors, with the exercise price equal to the closing price of the Company’s common stock traded on NASDAQ one day before the date of grant. The fair value of the stock options was determined at the date of grant using the Black-Scholes option pricing model. The Black-Scholes option model requires management to make various estimates and assumptions, including expected term, expected volatility, risk-free rate and dividend yield. The expected term represents the period of time that stock-based compensation awards granted are expected to be outstanding and is estimated based on considerations including the vesting period, contractual term and anticipated employee exercise patterns. Expected volatility is based on the historical volatility of the Company’s stock. The risk-free rate is based on the U.S. Treasury yield curve in relation to the contractual life of stock-based compensation instruments. The dividend yield assumption is based on historical patterns and future expectations for the Company’s dividends.
  Three Months Ended March 31, 
  2019  2018 
Balance at beginning of the period $64,429  $64,406 
Balance at end of the period $64,429  $64,406 

 

Assumptions used to estimate the fair value of the stock options on the grant datesdate are as follows:

 

Issuance Date Expected volatility  Risk-free rate  Expected term (years)  Dividend yield 
                 
August 16, 2017  54.8%  1.79%  5   0.00%

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Issuance Date Expected volatility  Risk-free rate  Expected term (years)  Dividend yield 
             
December 5, 2018  44.72%  2.79%  5   0.00%

 

The stock options granted during 20172018 were exercisable immediately. Their aggregate fair value on the grant datesdate using the Black-Scholes option pricing model were $0.1was $0.02 million. For the year ended December 31, 2017,2018, the Company recognized stock-based compensation expenses of $0.1$0.02 million.

 


19.12.Retained earnings

 

Appropriated

 

Pursuant to the relevant PRC laws, the profits distribution of the Company’s Sino-foreign subsidiaries, which are based on their PRC statutory financial statements, other than the financial statement that was prepared in accordance with generally accepted accounting principles in the United States of America, are available for distribution in the form of cash dividends after these subsidiaries have paid all relevant PRC tax liabilities, provided for losses in previous years, and made appropriations to statutory surplus at 10%.

 

When the statutory surplus reserve reaches 50% of the registered capital of a company, additional reserve is no longer required. However, the reserve cannot be distributed to joint venture partners.shareholders. Based on the business licenses of the PRC subsidiaries, the registered capital of Henglong, Jiulong, Shenyang, USAI, Jielong, Wuhu, Hubei Henglong, Henglong KYB and Chongqing are $10.0 million, $4.2 million (equivalent to RMB 35.0 million), $8.1 million (equivalent to RMB 67.5 million), $2.6 million, $6.0 million, $3.8 million (equivalent to RMB 30.0 million), $39.0 million, $41.7 million (equivalent to RMB 320.0 million) and $9.5 million (equivalent to RMB 60.0 million), respectively.

 

The Company’s activities in respect of the amounts of appropriated retained earnings for the sixthree months ended June 30,March 31, 2019 and 2018, and 2017, and the year ended December 31, 2017 are summarized as follows (figures are in thousands of USD):

 

 Six Months Ended June 30,  Year Ended  
December 31,		  Three Months Ended March 31, 
 2018  2017  2017  2019  2018 
Balance at beginning of the period $10,707  $10,549  $10,549  $11,104  $10,707 
Appropriation of retained earnings  123   124   158 
Balance at end of the period $10,830  $10,673  $10,707  $11,104  $10,707 

 

Unappropriated

 

The Company’s activities in respect of the amounts of the unappropriated retained earnings for the sixthree months ended June 30,March 31, 2019 and 2018, and 2017, and the year ended December 31, 2017 are summarized as follows (figures are in thousands of USD):

 

 Six Months Ended June 30,  Year Ended
December 31,		  Three Months Ended March 31, 
 2018  2017  2017  2019  2018 
Balance at beginning of the period $209,459  $228,963  $228,963  $211,439  $209,459 
Net income/(loss) attributable to parent company  5,159   14,635   (19,346)
Appropriation of retained earnings  (123)  (124)  (158)
Net income attributable to parent company  1,467   4,312 
Balance at end of the period $214,495  $243,474  $209,459  $212,906  $213,771 

 

20.13.Accumulated other comprehensive income

 

The Company’s activities in respect of the amounts of accumulated other comprehensive income for the sixthree months ended June 30,March 31, 2019 and 2018, and 2017, and the year ended December 31, 2017 are summarized as follows (figures are in thousands of USD): 

 

 Six Months Ended June 30,  Year Ended
December 31,		  Three Months Ended March 31, 
 2018  2017  2017  2019  2018 
Balance at beginning of the period $17,780  $(892) $(892) $1,855  $17,780 
Other comprehensive income related to the non-controlling interests acquired by the Company  -   (67)  (67)
Foreign currency translation adjustment attributable to parent company  (4,161)  7,194   18,739   5,906   12,726 
Balance at end of the period $13,619  $6,235  $17,780  $7,761  $30,506 

 


 2414.Treasury stock
 

Treasury stock represents shares repurchased by the Company that are no longer outstanding and are held by the Company. Treasury stock is accounted for under the cost method. On December 5, 2018, the Board of Directors of the Company approved a share repurchase program under which the Company was permitted to repurchase up to $5.0 million of its common stock from time to time in the open market at prevailing market prices not to exceed $4.00 per share through December 4, 2019. During the three months ended March 31, 2019, the Company repurchased 128,881 shares of the Company’s common stock for cash consideration of $0.3 million on the open market. As of March 31, 2019 and December 31, 2018, the Company had cumulatively repurchased 840,579 shares and 711,698 shares, respectively, of the Company’s common stock since inception. The repurchased shares are presented as “treasury stock” on the balance sheet.
21.15.Non-controlling interests

 

The Company’s activities in respect of the amounts of the non-controlling interests’ equity for the sixthree months ended June 30,March 31, 2019 and 2018, and 2017, and the year ended December 31, 2017 are summarized as follows (figures are in thousands of USD):  

 

  Six Months Ended June 30,  Year Ended
December 31,		 
  2018  2017  2017 
Balance at beginning of the period $6,681  $5,412  $5,412 
(Loss)/income attributable to non-controlling interests  (131)  184   707 
Dividends declared to the non-controlling interest holders of joint-venture companies (See Note 14)  (538)  (608)  (608)
Acquisition of the non-controlling interest in Brazil Henglong  -   458   458 
Other comprehensive income related to the non-controlling interests acquired by the Company  -   67   67 
Foreign currency translation adjustment attributable to non-controlling interests  (64)  249   645 
Balance at end of the period $5,948  $5,762  $6,681 
  Three Months Ended March 31, 
  2019  2018 
Balance at beginning of the period $18,950  $6,681 
Loss attributable to non-controlling interests  (243)  (280)
Foreign currency translation adjustment attributable to non-controlling interests  457   516 
Balance at end of the period $19,164  $6,917 

 

22.16.Gain on otherNet product sales

 

Gain on other salesRevenue Disaggregation

Management has concluded that the disaggregation level is the same under both the revenue standard and the segment reporting standard. Please refer to Note 24.

Contract Assets and Liabilities

Contract assets, such as costs to obtain or fulfill contracts, are an insignificant component of the Company’s revenue recognition process. The majority of the Company’s cost of fulfillment as a manufacturer of products is classified as inventory, fixed assets and intangible assets, which are accounted for under the respective guidance for those asset types. Other costs of contract fulfillment are immaterial due to the nature of the Company’s products and their respective manufacturing processes.

Contract liabilities are mainly consistedcustomer deposits.

Customer Deposits

As of net amount retained from salesMarch 31, 2019 and December 31, 2018, the Company has customer deposits of materials, property, plant$0.7 million and equipment, and scraps. For$0.8 million, respectively. During the sixthree months ended June 30, 2018, gain on otherMarch 31, 2019, $3.2 million was received and $3.2 million (including $0.8 million from the beginning balance of customer deposits) was recognized as net product sales amountedrevenue. Customer deposits represent non-refundable cash deposits for customers to $2.5 million as comparedsecure rights to $5.3 million for the six months ended June 30, 2017, representing a decreasean amount of $2.8 million. During the second quarter of 2017,products produced by the Company disposedunder supply agreements. When the products are shipped to customers, the Company will recognize revenue and bill the customers to reduce the amount of a building located in Jingzhou and recognized a gain of $2.2 million.the customer deposit liability.

 


23.17.Financial income,expense, net

 

During the sixthree months ended June 30,March 31, 2019 and 2018, and 2017, the Company recorded financial income,expense, net which is summarized as follows (figures are in thousands of USD):

 

 Six Months Ended June 30, 
 2018  2017  Three Months Ended March 31, 
      2019  2018 
Interest income $944  $1,481  $764  $374 
Foreign exchange loss, net  (641)  (242)  (1,250)  (1,037)
Bank fees  (171)  (357)  (179)  (102)
Total financial income, net $132  $882 
Total financial expense, net $(665) $(765)

 

 25

24.18.Income tax rate

PRC Corporate Income Tax

The Company’s subsidiaries registered in the PRC are subject to national and local income taxes within the PRC at the applicable tax rate of 25% on the taxable income as reported in their PRC statutory financial statements in accordance with the relevant income tax laws applicable to foreign invested enterprise, unless preferential tax treatment is granted by local tax authorities. If the enterprise meets certain preferential terms according to the China income tax law, such as assessment as a “High & New Technology Enterprise” by the government, the enterprise will be subject to enterprise income tax at a rate of 15%.

Pursuant to the New China Income Tax Law and the Implementing Rules, “New CIT”, which became effective as of January 1, 2008, dividends generated after January 1, 2008 and payable by a foreign-invested enterprise to its foreign investors will be subject to a 10% withholding tax if the foreign investors are considered non-resident enterprises without any establishment or place within China or if the dividends payable have no connection with the establishment or place of the foreign investors within China, unless any such foreign investor’s jurisdiction of incorporation has a tax treaty with China that provides for a different withholding arrangement.

Genesis, the Company’s wholly-owned subsidiary and the direct holder of the equity interests in the Company’s subsidiaries in China, is incorporated in Hong Kong. According to the Mainland China and Hong Kong Taxation Arrangement, dividends paid by a foreign-invested enterprise in China to its direct holding company in Hong Kong would be subject to withholding tax at a rate of 10% if Genesis could not obtain the Hong Kong tax resident certificate from the Hong Kong Inland Revenue Department. If Genesis obtains the Hong Kong tax resident certificate, owns directly at least 25% of the shares of the foreign invested enterprise and is qualified as the beneficial owner, it could benefit from a lower rate of 5%. 

According to PRC tax regulation, the Company should withhold income taxes for the profits distributed from the PRC subsidiaries to Genesis, the subsidiaries’ holding company incorporated in Hong Kong. For the profits that the PRC subsidiaries intended to distribute to Genesis, the Company accrues the withholding income tax as deferred tax liabilities. As of June 30, 2018, the Company has recognized deferred tax liabilities of $4.2 million for the undistributed profits of $42.1 million which are expected to be distributed to Genesis in the future. The Company intended to re-invest the remaining undistributed profits generated from the PRC subsidiaries in those subsidiaries indefinitely. As of June 30, 2018 and December 31, 2017, the Company still had undistributed earnings of approximately $298.9 million and $294.2 million, respectively, from investment in the PRC subsidiaries that are considered indefinitely reinvested. Had the undistributed earnings been distributed to Genesis and not indefinitely reinvested, the tax provision as of June 30, 2018 and December 31, 2017 of approximately $29.9 million and $29.4 million, respectively, would have been recorded.

In 2014, Jiulong was awarded the title of “High& New Technology Enterprise”, and based on the PRC income tax law, it was subject to enterprise income tax at a rate of 15% from 2014 to 2016. It passed the reassessment of “High& New Technology Enterprise” in 2017. Therefore, it is subject to enterprise income tax at a rate of 15% from 2017 to 2019.

In 2014, Henglong was awarded the title of “High& New Technology Enterprise”, and based on the PRC income tax law, it was subject to enterprise income tax at a rate of 15% from 2014 to 2016. It passed the reassessment of “High& New Technology Enterprise” in 2017. Therefore, it is subject to enterprise income tax at a rate of 15% from 2017 to 2019.

In 2014, Hubei Henglong was awarded the title of “High& New Technology Enterprise”, and based on the PRC income tax law, it was subject to enterprise income tax at a rate of 15% from 2014 to 2016. It passed the reassessment of “High& New Technology Enterprise” in 2017. Therefore, it is subject to enterprise income tax at a rate of 15% from 2017 to 2019.

In 2014, Wuhu was awarded the title of “High& New Technology Enterprise”, and based on the PRC income tax law, it was subject to enterprise income tax at a rate of 15% from 2014 to 2016. It passed the reassessment of “High& New Technology Enterprise” in 2017. Therefore, it is subject to enterprise income tax at a rate of 15% from 2017 to 2019.

In 2015, Shenyang was awarded the title of “High & New Technology Enterprise”, and based on the PRC income tax law, it was subject to enterprise income tax at a rate of 15% from 2015 to 2017. The Company estimated the applied tax rate in 2018 to be 15% as it is probable to pass the re-assessment in 2018 and continue to qualify as “High & New Technology Enterprise”.

26

In 2013, Jielong was awarded the title of “High& New Technology Enterprise” and, based on the PRC income tax law, it is subject to enterprise income tax at a rate of 15% from 2016 to 2018.

According to the New CIT, USAI, Wuhan Chuguanjie, Shanghai Henglong, Testing Center and Chongqing Henglong are subject to income tax at a rate of 25%.

Brazil Corporate Income Tax

Based on Brazilian income tax laws, Brazil Henglong is subject to income tax at a uniform rate of 15%, and a resident legal person is subject to additional tax at a rate of 10% for the part of taxable income over $0.12 million, equivalent to approximately BRL 0.24 million. The Company had no assessable income in Brazil as of June 30, 2018 and December 31, 2017.

Hong Kong Corporate Income Tax

The profits tax rate of Hong Kong is 16.5%. No provision for Hong Kong tax is made as Genesis is an investment holding company, and had no assessable income in Hong Kong as of June 30, 2018 and December 31, 2017. 

U.S. Corporate Income Tax

The Company is a Delaware corporation that is subject to U.S. corporate income tax on its taxable income at a rate of up to 21% for taxable years beginning after December 31, 2017 and U.S. corporate income tax on its taxable income of up to 35% for prior tax years. Recent U.S. federal tax legislation, commonly referred to as the Tax Cuts and Jobs Act, was signed into law on December 22, 2017. The U.S. Tax Reform significantly modified the U.S. Internal Revenue Code by, among other things, reducing the statutory U.S. federal corporate income tax rate from 35% to 21% for taxable years beginning after December 31, 2017; limiting and/or eliminating many business deductions; migrating the U.S. to a territorial tax system with a one-time transition tax on a mandatory deemed repatriation of previously deferred foreign earnings of certain foreign subsidiaries; subject to certain limitations, generally eliminating U.S. corporate income tax on dividends from foreign subsidiaries; and providing for new taxes on certain foreign earnings. Taxpayers may elect to pay the one-time transition tax over eight years or in a single lump sum.

The U.S. Tax Reform also includes provisions for a new tax on Global Intangible Low-Taxed Income, “GILTI”, effective for tax years of foreign corporations beginning after December 31, 2017. The GILTI provisions impose a tax on foreign income in excess of a deemed return on tangible assets of controlled foreign corporations (“CFCs”), subject to the possible use of foreign tax credits and a deduction equal to 50 percent to offset the income tax liability, subject to some limitations.

The Company’s management is still evaluating the effect of the U.S. Tax Reform on the Company. Management may update its judgment of that effect based on its continuing evaluation and on future regulations or guidance issued by the U.S. Department of the Treasury, and specific actions the Company may take in the future.

To the extent that portions of the Company’s U.S. taxable income, such as Subpart F income or GILTI, are determined to be from sources outside of the U.S., subject to certain limitations, the Company may be able to claim foreign tax credits to offset its U.S. income tax liabilities. If dividends that the Company receives from its subsidiaries are determined to be from sources outside of the U.S., subject to certain limitations, the Company will generally not be required to pay U.S. corporate income tax on those dividends. Any liabilities for U.S. corporate income tax will be accrued in the Company’s consolidated statements of comprehensive income and estimated tax payments will be made when required by U.S. law.

One-Time Transition Tax Related to U.S. Tax Reform

In the fourth quarter of 2017, the Company recognized a one-time transition tax of $35.6 million that represented management’s estimate of the amount of U.S. corporate income tax based on the deemed repatriation to the United States of the Company’s share of previously deferred earnings of certain non-U.S. subsidiaries of the Company mandated by the U.S. Tax Reform. The Company elected to pay the one-time transition tax over eight years commencing in April 2018. The actual impact of the U.S. Tax Reform on the Company may differ from management’s estimates, and management may update its judgments based on future regulations or guidance issued by the U.S. Department of the Treasury, and specific actions the Company may take in the future.

27

 

The Company’s effective tax rate was 15.8%rates were 16.4% and 14.9% for14.7% in the three months ended March 31, 2019 and six months ended June 30, 2018, respectively, compared with 19.6% and 18.5%respectively. The increase in effective tax rate was primarily due to the increase in the valuation allowance provided for the three months and six months ended June 30, 2017, respectively.loss-making entities.

 

25.19.Income per share

 

Basic income per share is computed using the weighted average number of ordinary shares outstanding during the period. Diluted income per share is computed using the weighted average number of ordinary shares and dilutive ordinary share equivalents outstanding during the period. The dilutive effect of outstanding stock options is determined based on the treasury stock method.

 

The calculationcalculations of basic and diluted income per share attributable to the parent company for the three months ended June 30,March 31, 2019 and 2018, and 2017, waswere as follows (figures are in thousands of USD, except share and per share amounts):

 

  Three Months Ended June 30, 
  2018  2017 
Numerator:        
Net income attributable to the parent company’s common shareholders – Basic and Diluted $847  $8,921 
Denominator:        
Weighted average shares outstanding  31,644,004   31,644,004 
Dilutive effects of stock options  3,301   5,318 
Denominator for dilutive income per share – Diluted  31,647,305   31,649,322 
         
Net income per share attributable to parent company’s common shareholders – Basic $0.03  $0.28 
Net income per share attributable to parent company’s common shareholders – Diluted $0.03  $0.28 

The calculation of basic and diluted income per share attributable to the parent company for the six months ended June 30, 2018 and 2017, was (figures are in thousands of USD, except share and per share amounts):

 Six Months Ended June 30,  Three Months Ended March 31, 
 2018  2017  2019  2018 
Numerator:             
Net income attributable to the parent company’s common shareholders – Basic and Diluted $5,159  $14,635  $1,467  $4,312 
Denominator:                
Weighted average shares outstanding  31,644,004   31,644,004   31,507,487   31,644,004 
Dilutive effects of stock options  1,651   5,611   5,810   - 
Denominator for dilutive income per share – Diluted  31,645,655   31,649,615 
Denominator for dilutive income per share - Diluted  31,513,297   31,644,004 
                
Net income per share attributable to parent company’s common shareholders – Basic $0.16  $0.46 
Net income per share attributable to parent company’s common shareholders – Diluted $0.16  $0.46 
Net income per share attributable to parent company’s common shareholders - Basic $0.05  $0.14 
Net income per share attributable to parent company’s common shareholders - Diluted $0.05  $0.14 

  

As of June 30,March 31, 2019 and 2018, and 2017, the exercise prices for 112,500 shares and 90,000112,500 shares, respectively, of outstanding stock options were above the weighted average market price of the Company’s common stock during the sixthree months ended June 30,March 31, 2019 and 2018, and 2017, respectively, and these stock options were excluded from the calculation of the diluted income per share for the corresponding periods presented.

  


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26.20.Significant concentrations

 

A significant portion of the Company’s business is conducted in China where the currency is the RMB. Regulations in China permit foreign owned entities to freely convert the RMB into foreign currency for transactions that fall under the "current account,"account", which includes trade related receipts and payments, interest and dividends. Accordingly, the Company’s Chinese subsidiaries may use RMB to purchase foreign exchange for settlement of such "current account" transactions without pre-approval. However, pursuant to applicable regulations, foreign-invested enterprisesRegulations in China may paythe PRC currently permit payment of dividends of a PRC company only out of their accumulated profits if any,as determined in accordance with theaccounting standards and regulations in China. Under PRC law. In calculating accumulated profits, foreign investment enterprises in Chinalaw, China-based subsidiaries are required to allocateset aside at least 10% of their annual net incomeafter-tax profit based on PRC accounting standards each year if any, to fund certain reserve funds, including mandated employee benefits funds, unless thesetheir general reserves have reacheduntil the cumulative amount reaches 50% of their paid-in capital. These reserves are not distributable as cash dividends or as loans or advances. These foreign-invested enterprises may also allocate a portion of their after-tax profits, at the registered capitaldiscretion of the enterprises.their boards of directors, to their staff welfare and bonus funds. Any amounts so allocated may not be distributed and, accordingly, would not be available for distribution to Genesis and HLUSA.

 

Transactions other than those that fall under the "current account" and that involve conversion of RMB into foreign currency are classified as "capital account" transactions; examples of "capital account" transactions include repatriations of investment by or loans to foreign owners, or direct equity investments in a foreign entity by a China domiciled entity. "Capital account" transactions require prior approval from China's State Administration of Foreign Exchange, or SAFE, or its provincial branch to convert a remittance into a foreign currency, such as USD, and transmit the foreign currency outside of China.

  

This system could be changed at any time and any such change may affect the ability of the Company or its subsidiaries in China to repatriate capital or profits, if any, outside China. Furthermore, SAFE has a significant degree of administrative discretion in implementing the laws and has used this discretion to limit convertibility of current account payments out of China. Whether as a result of a deterioration in the Chinese balance of payments, a shift in the Chinese macroeconomic prospects or any number of other reasons, China could impose additional restrictions on capital remittances abroad. As a result of these and other restrictions under the laws and regulations of the PRC, the Company’s PRC subsidiaries are restricted in their ability to transfer a portion of their net assets to the parent. The Company has no assurance that the relevant Chinese governmental authorities in the future will not limit further or eliminate the ability of the Company’s PRC subsidiaries to purchase foreign currencies and transfer such funds to the Company to meet its liquidity or other business needs. Any inability to access funds in China, if and when needed for use by the Company outside of China, could have a material and adverse effect on the Company’s liquidity and its business.

 

The Company grants credit to its customers in the ordinary course of its business, including Xiamen Joylon, Xiamen Automotive Parts, Shanghai FenglongJinjie and Jingzhou Yude, which are related parties of the Company. The Company’s customers are mostly located in the PRC.

 

During the sixthree months ended June 30, 2018,March 31, 2019, the Company’s five largest customers accounted for 40.2%44.0% of its consolidated net product sales, with one customer individually accounting for more than 10% of consolidated net sales i.e., 17.6%18.1%. As of June 30, 2018,March 31, 2019, approximately 5.5%6.2% of accounts receivable were from trade transactions with the aforementioned customer and there was no individual customer with a receivables balance of more than 10% of total accounts receivable.

 

During the sixthree months ended June 30, 2017,March 31, 2018, the Company’s five largest customers accounted for 37.0%41.9% of its consolidated net product sales, with one customer individually accounting for more than 10% of consolidated net sales i.e., 13.2%18.9%. As of June 30, 2017,March 31, 2018, approximately 4.3%4.8% of accounts receivable were from trade transactions with the aforementioned customer and there was no individual customer with a receivables balance of more than 10% of total accounts receivable.

  


 29

27.21.Related party transactions and balances

 

Related party transactions are as follows (figures are in thousands of USD):

 

Related sales

 

  Three Months Ended June 30, 
  2018  2017 
Merchandise sold to related parties $10,856  $8,583 
Rental income obtained from related parties  45   32 
Materials and others sold to related parties  498   510 
Total $11,399  $9,125 

 Six Months Ended June 30,  Three Months Ended March 31, 
 2018  2017  2019  2018 
Merchandise sold to related parties $21,702  $18,120  $12,836  $10,846 
Materials and others sold to related parties  461   446 
Rental income obtained from related parties  147   46   80   102 
Materials and others sold to related parties  944   811 
Total $22,793  $18,977  $13,377  $11,394 

  

Related purchases

 

  Three Months Ended June 30, 
  2018  2017 
Materials purchased from related parties $7,428  $6,283 
Equipment purchased from related parties  2,037   1,412 
Others purchased from related parties  208   93 
Total $9,673  $7,788 

  Six Months Ended June 30, 
  2018  2017 
Materials purchased from related parties $15,677  $13,645 
Equipment purchased from related parties  3,285   4,424 
Others purchased from related parties  257   216 
Total $19,219  $18,285 

Loan transaction to a related party 

  Six Months Ended June 30, 
  2018  2017 
Related party loan $-  $29,182 
  Three Months Ended March 31, 
  2019  2018 
Materials purchased from related parties $5,504  $8,249 
Equipment purchased from related parties  760   1,248 
Others purchased from related parties  11   49 
Total $6,275  $9,546 

 

Related receivables

 

  June 30, 2018  December 31, 2017 
Accounts and notes receivable from related parties $20,826  $19,086 
  March 31, 2019  December 31, 2018 
Accounts and notes receivable from related parties $21,701  $18,825 

 

Related advances and loan balance

 

 June 30, 2018  December 31, 2017  March 31, 2019  December 31, 2018 
Advance payments for property, plant and equipment to related parties $6,672  $5,264  $3,819  $8,723 
Advance payments and others to related parties  1,009   20,841   1,100   1,281 
Total $7,681  $26,105  $4,919  $10,004 

 

Related payables

 

  June 30, 2018  December 31, 2017 
Accounts and notes payable $6,913  $7,168 

30

  March 31, 2019  December 31, 2018 
Accounts and notes payable $5,668  $4,477 

 

These transactions were consummated under similar terms as those with the Company's third party customers and suppliers.

 

As of May 9, 2019, Hanlin Chen, Chairman, owns 56.4% of the common stock of the Company and has the effective power to control the vote on substantially all significant matters without the approval of other stockholders.

28.22.Commitments and contingencies

 

Legal proceedings

 

On January 7, 2019, three purported stockholders of the Company filed a stockholder derivative complaint on behalf of the Company against the Company’s directors Hanlin Chen, Qizhou Wu, Arthur Wong, Guangxun Xu and Robert Tung in the Delaware Court of Chancery, alleging that they had (a) breached their fiduciary duties by approving and paying excessive compensation to the non-employee directors of the Company, Arthur Wong, Guangxun Xu and Robert Tung, and (b) failed to make full and accurate disclosure of all material information with respect to director qualification and director compensation paid in 2017 in the Company’s annual proxy statement on Schedule 14A filed on October 10, 2018. The directors have engaged their own counsel to answer this complaint. On April 9, 2019, the Company moved to dismiss the complaint. Management expects the impact of the suit on the Company’s consolidated financial statements to be immaterial.

Other than as described above, (a) the Company is not a party to any pending or, to the best of the Company’s knowledge, any threatened legal proceedings. In addition,proceedings and (b) no director, officer or affiliate of the Company, or owner of record of more than five percent of the securities of the Company, or any associate of any such director, officer or security holder is a party adverse to the Company or has a material interest adverse to the Company in reference to pending litigation.

 


Other commitments and contingencies

 

In addition to the bank loans, notes payables and the related interest, the following table summarizes the Company’s major commitments and contingencies as of June 30, 2018March 31, 2019 (figures are in thousands of USD):

 

 Payment obligations by period  Payment obligations by period 
 2018 (1)  2019  2020  2021  Thereafter  Total  2019  2020  2021  Thereafter  Total 
Obligations for investment contracts(1) $5,441  $3,446  $2,297  $-  $-  $11,184  $10,990  $-  $-  $-  $10,990 
Obligations for purchasing and service agreements  23,177   10,599   -   -   -   33,776   30,558   3,894   -   -   34,452 
Total $28,618  $14,045  $2,297  $-  $-  $44,960  $41,548  $3,894  $-  $-  $45,442 

 

(1)

In May 2016, Hubei Henglong entered into an agreement with other parties to establish a venture capital fund, the “Chongqing Venture Fund”. Hubei Henglong has committed to make investments of RMB 120.0 million, equivalent to approximately $18.1$18.0 million, in the Chongqing Venture Fund in three installments.installments, representing 23.5% of the Chongqing Venture Fund’s shares. As of June 30, 2018,March 31, 2019, Hubei Henglong has completed a capital contribution of RMB 84.0 million, equivalent to approximately $12.7$12.5 million, representing 35.0% of the Chongqing Venture Fund’s shares. According to the agreement, the remaining capital commitment of RMB 36.0 million, equivalent to approximately $5.4$5.3 million, will be paid upon capital calls received from the Chongqing Venture Fund.

 

In March 2018, Hubei Henglong entered into an agreement with other parties to establish a venture capital fund, the “Hubei Venture Fund”. Hubei Henglong has committed to make an investmentinvestments of RMB 76.0 million, equivalent to approximately $12.1$11.5 million, in the Hubei Venture Fund in three installments, representing 38%27.1% of the Hubei Venture Fund’s shares. As of June 30, 2018,March 31, 2019, Hubei Henglong has completed a capital contribution of RMB 38.0 million, equivalent to approximately $5.7$5.6 million. According to the agreement, the remaining capital commitment of RMB 38.0 million, equivalent to approximately $5.7$5.6 million, will be paid upon capital calls received from the Hubei Venture Fund.

 

29.23.Off-balance sheet arrangements

 

As of June 30, 2018March 31, 2019 and December 31, 2017,2018, the Company did not have any significant transactions, obligations or relationships that could be considered off-balance sheet arrangements.

 

30.24.Segment reporting

 

The accounting policies of the product sectors (each entity manufactures and sells different products and represents a different product sector) are the same as those described in the summary of significant accounting policies disclosed in the Company’s 2018 Annual Report on Form 10-K except that the disaggregated financial results for the product sectors have been prepared using a management approach, which is consistent with the basis and manner in which management internally disaggregates financial information for the purposes of assisting them in making internal operating decisions. Generally, the Company evaluates performance based on stand-alone product sector operating income and accounts for interinter- segment sales and transfers as if the sales or transfers were to third parties, at current market prices. Each product sector is considered a reporting segment.

31

 

As of June 30,March 31, 2019, the Company had 13 product sectors, six of which were principal profit makers and were reported as separate sectors and engaged in the production and sales of power steering (Henglong, Jiulong, Shenyang, Wuhu, Henglong KYB and Hubei Henglong), and one holding company (Genesis). The other seven sectors were engaged in the production and sale of sensor modular (USAI), automobile steering columns (Jielong), provision of after-sales and R&D services (HLUSA), production and sale of power steering (Chongqing Henglong), trade (Brazil Henglong), manufacture and sales of automobile electronic systems and parts (Wuhan Chuguanjie) and research and development of intelligent automotive technology (Jingzhou Qingyan).


As of March 31, 2018, the Company had 12 product sectors, five of which were principal profit makers and were reported as separate sectors and engaged in the production and sales of power steering (Henglong, Jiulong, Shenyang, Wuhu and Hubei Henglong), and one holding company (Genesis). The other seven sectors were engaged in the production and sale of sensor modular (USAI), automobile steering columns (Jielong), provision of after salesafter-sales and R&D services (HLUSA), production and sale of power steering (Chongqing Henglong), trade (Brazil Henglong), manufacture and sales of automobile electronic systems and parts (Wuhan Chuguanjie) and research and development of intelligent automotive technology (Jingzhou Qingyan). Since the revenues, net income and net assets of these seven sectors collectively are less than 10% of consolidated revenues, net income and net assets, respectively, in the condensed unaudited consolidated financial statements, the Company incorporated these six sectors into “Other Sectors.”

 

As of June 30, 2017, the Company had 11 product sectors, five of which were principal profit makers and were reported as separate sectors and engaged in the production and sales of power steering (Henglong, Jiulong, Shenyang, Wuhu and Hubei Henglong), and one holding company (Genesis). The other six sectors were engaged in the production and sale of sensor modular (USAI), automobile steering columns (Jielong), provision of after sales and R&D services (HLUSA), production and sale of power steering (Chongqing Henglong), trade (Brazil Henglong), and manufacture and sales of automobile electronic systems and parts (Wuhan Chuguanjie). Since the revenues, net income and net assets of these six sectors collectively are less than 10% of consolidated revenues, net income and net assets, respectively, in the condensed unaudited consolidated financial statements, the Company incorporated these six sectors into “Other Sectors.” 

 

The Company’s product sector information for the three months ended March 31, 2019 and six months ended June 30, 2018, and 2017, is as follows (figures are in thousands of USD):

 

 Net Product Sales  Net Income (Loss)  Net Product Sales  Net Income (Loss) 
 Three Months Ended Three Months Ended  Three Months Ended Three Months Ended 
 June 30  June 30  March 31,  March 31, 
 2018  2017  2018  2017  2019  2018  2019  2018 
Henglong $60,301  $64,478  $(1,530) $2,295  $40,964  $68,896  $(2,121) $(312)
Jiulong  30,962   27,161   956   2,186   22,122   27,445   1,168   455 
Shenyang  8,866   10,665   534   323   4,895   6,348   (299)  (618)
Wuhu  5,565   5,644   (483)  167   6,998   4,636   (175)  (397)
Hubei Henglong  28,717   23,896   3,273   2,249   28,175   33,393   1,372   3,089 
Other Sectors  21,153   13,150   1,488   (43)
Henglong KYB  19,954   -   (396)  - 
Other Entities  17,296   17,898   1,455   794 
Total Segments  155,564   144,994   4,238   7,177   140,404   158,616   1,004   3,011 
Corporate  -   -   (1,582)  3,211   -   -   (301)  564 
Eliminations  (29,782)  (27,334)  (1,660)  (1,507)  (31,211)  (24,598)  521   457 
Total $125,782  $117,660  $996  $8,881  $109,193  $134,018  $1,224  $4,032 

  Net Product Sales  Net Income (Loss) 
  Six Months Ended  Six Months Ended 
  June 30  June 30 
  2018  2017  2018  2017 
Henglong $129,197  $135,312  $(1,842) $5,614 
Jiulong  58,407   49,447   1,411   3,576 
Shenyang  15,214   18,669   (84)  785 
Wuhu  10,201   11,752   (880)  97 
Hubei Henglong  62,110   42,029   6,362   2,487 
Other Sectors  39,051   25,861   2,282   599 
Total Segments  314,180   283,070   7,249   13,158 
Corporate  -　   -   (1,018)  3,043 
Eliminations  (54,380)  (46,102)  (1,203)  (1,382)
Total $259,800  $236,968  $5,028  $14,819 

 

32


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

 

The following discussion and analysis should be read in conjunction with the Company’s condensed unaudited consolidated financial statements and the related notes thereto and the other financial information contained elsewhere in this Report.

 

General Overview

 

China Automotive Systems, Inc. is a leading power steering systems supplier for the China automobile industry. The Company has business relations with more than sixty vehicle manufacturers, including JAC Motors, Changan Automobile Group, BAIC Group, SAIC Group and Dongfeng Auto Group, the five largest automobile manufacturers in China; Shenyang Brilliance Jinbei Co., Ltd., the largest light vehicle manufacturer in China; Chery Automobile Co., Ltd., the largest state owned car manufacturer in China; BYD Auto Co., Ltd. and Zhejiang Geely Automobile Co., Ltd., the largest privately owned car manufacturers in China. The PRC-based joint ventures of General Motors (GM), Volkswagen, Citroen and Chrysler North America are all key customers. Starting in 2008, the Company has supplied power steering pumps and power steering gear to the Sino-foreign joint ventures established by GM, Citroen and Volkswagen in China. The Company has supplied power steering gears to Chrysler North America since 2009.

 

Most of the Company’s production and research and development institutes are located in China. The Company has approximately 3,000 employees dedicated to design, development, manufacture and sales of its products. By leveraging its extensive experience, innovative technology and geographic strengths, the Company aims to grow leading positions in automotive power steering systems and to further improve overall margins, long-term operating profitability and cash flows. To achieve these goals and to respond to industry factors and trends, the Company is continuing work to improve its operations and business structure and achieve profitable growth.

 

Corporate Structure

 

The Company, through its subsidiaries, engages in the manufacture and sales of automotive systems and components. Great Genesis Holdings Limited, a company incorporated in Hong Kong on January 3, 2003 under the Companies Ordinance of Hong Kong as a limited liability company, “Genesis,” is a wholly-owned subsidiary of the Company and the holding company of the Company’s joint ventures in the PRC. Henglong USA Corporation, “HLUSA,” incorporated on January 8, 2007 in Troy, Michigan, is a wholly-owned subsidiary of the Company, and mainly engages in marketing of automotive parts in North America, and provides after-sales service and research and development support. CAAS Brazil’s Imports And Trade In Automotive Parts Ltd., “Brazil Henglong,” was established by Hubei Henglong Automotive System Group Co., Ltd., formerly known as Jingzhou Hengsheng Automotive System Co., Ltd., “Hubei Henglong,” as a Sino-foreign joint venture company with two Brazilian citizens in Brazil in August 2012. In May 2017, the Company obtained an additional 15.84% equity interest in Brazil Henglong for nil consideration. The Company retained its controlling interest in Brazil Henglong and the acquisition of the non-controlling interest was accounted for as an equity transaction. Fujian Qiaolong was acquired by the Company in the second quarter of 2014, as a joint venture company that mainly manufactures and distributes drainage and rescue vehicles with mass flow, drainage vehicles with vertical downhole operation, crawler-type mobile pump stations, high-altitude water supply and discharge drainage vehicles, long-range control crawler-type mobile pump stations and other vehicles, which was disposed of by the Company in the second quarter of 2016.

 

33

Critical Accounting Estimates

 

The Company prepares its condensed consolidated financial statements in accordance with accounting principles generally accepted in the United States of America. The preparation of these financial statements requires the use of estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the dates of the financial statements and the reported amount of revenues and expenses during the reporting periods. Management periodically evaluates the estimates and judgments made. Management bases its estimates and judgments on historical experience and on various factors that are believed to be reasonable under the circumstances. Actual results may differ from these estimates as a result of different assumptions or conditions. The following critical accounting policies affect the more significant judgments and estimates used in the preparation of the Company’s condensed consolidated financial statements.

  


The Company considers an accounting estimate to be critical if:

 

·It requires the Company to make assumptions about matters that were uncertain at the time it was making the estimate, and

 

·Changes in the estimate or different estimates that the Company could have selected would have had a material impact on the Company’s financial condition or results of operations.

 

The table below presents information about the nature and rationale for the Company’s critical accounting estimates:

 

Balance Sheet
Caption		 Critical
Estimate
Item		 Nature of Estimates
Required		 Assumptions/Approaches
Used		 Key Factors

Accrued liabilities and other long-term liabilities

 

Warranty obligations

 Estimating warranty requires the Company to forecast the resolution of existing claims and expected future claims on products sold. OEMs (Original Equipment Manufacturers) are increasingly seeking to hold suppliers responsible for product warranties, which may impact the Company’s exposure to these costs. The Company bases its estimate on historical trends of units sold and payment amounts, combined with its current understanding of the status of existing claims and discussions with its customers.   

·OEM sourcing

·OEM policy decisions regarding warranty claims

 

         
Property, plant and equipment, intangible assets and other long-term assets 

Valuation of long- lived assets and investments

 The Company is required from time to time to review the recoverability of certain of its assets based on projections of anticipated future cash flows, including future profitability assessments of various product lines. The Company estimates cash flows using internal budgets based on recent sales data, independent automotive production volume estimates and customer commitments.  

·Future production estimates

·Customer preferences and decisions 

Accounts

receivable

Allowance for

doubtful

accounts

The Company is required from time to time to

review the credit of customers and make timely

provision of allowance for doubtful accounts.

The Company estimates the

collectability of the receivables based

on the future cash flows using

historical experiences.

·Customer credit 

 


34

Inventory Balance Sheet
Caption		 Critical
Estimate
Item		Nature of Estimates
Required		Assumptions/Approaches
Used		Key Factors

Inventory

Write-down of inventory

 The Company is required from time to time to review the cash ability of inventory based on projections of anticipated future cash flows, including write-down of inventory for prices that are higher than market price and undesirable inventories. The Company estimates cash flows using internal budgets based on recent sales data, independent automotive production volume estimates and customer commitments. 

·Future production estimates

·Customer preferences and decisions

Deferred income taxes

 
Deferred income taxes 

Recoverability of deferred tax assets

 The Company is required to estimate whether recoverability of its deferred tax assets is more likely than not based on forecasts of taxable earnings in the related tax jurisdiction. The Company uses historical and projected future operating results, based upon approved business plans, including a review of the eligible carry forward period, tax planning opportunities and other relevant considerations.   

·Tax law changes

·Variances in future projected profitability, including by taxing entity

Tax payable and deferred tax assets/liabilities Uncertain tax positions The Company is required to determine and assess all material positions, including all significant uncertain positions in all tax years that are still subject to assessment or challenge under relevant tax statutes.  The Company applies a more likely than not threshold and a two-step approach for tax position measurement and financial statement recognition. For the two-step approach, the first step is to evaluate the tax position for recognition by determining if the weight of available evidence indicates that it is more likely than not that the position will be sustained, including resolution of related appeals or litigation processes, if any. The second step is to measure the tax benefit as the largest amount that is more than 50% likely to be realized upon settlement.·An allocation or a shift of income between jurisdictions
·The characterization of income or a decision to exclude reporting taxable income in a tax return
·A decision to classify a transaction, entity, or other position in a tax return as tax exempt

  

In addition, there are other items within the Company’s financial statements that require estimation, but are not as critical as those discussed above, including provision of accounts and notes receivable. Although not significant in recent years, changes in estimates used in these and other items could have a significant effect on the Company’s consolidated financial statements.


 

Recent Accounting Pronouncements

 

Please see Note 2 to the consolidated financial statements under Item 1 of Part I of this report.

 

35

Results of Operations

Results of Operations— - Three Months Ended June 30,March 31, 2019 and 2018 and 2017

 

  Net Product Sales  Cost of Products Sold 
  (in thousands of USD,
except percentages)		  (in thousands of USD,
except percentages)		 
  2018  2017  Change  2018  2017  Change 
Henglong $60,301  $64,478   (4,177)  -6.5% $56,050  $55,668  $382   0.7%
Jiulong  30,962   27,161   3,801   14.0   27,533   23,129   4,404   19.0 
Shenyang  8,866   10,665   (1,799)  -16.9   7,767   9,652   (1,885)  -19.5 
Wuhu  5,565   5,644   (79)  -1.4   5,363   5,279   84   1.6 
Hubei Henglong  28,717   23,896   4,821   20.2   23,619   16,035   7,584   47.3 
Other Sectors  21,153   13,150   8,003   60.9   17,700   11,062   6,638   60.0 
Total Segments  155,564   144,994   10,570   7.3   138,032   120,825   17,207   14.2 
Elimination  (29,782)  (27,334)  (2,448)  9.0   (29,271)  (27,226)  (2,045)  7.5 
Total $125,782  $117,660  $8,122   6.9% $108,761  $93,599  $15,162   16.2%

Selected highlights from our results of operations are as follows (in thousands of U.S. dollars):

  Three Months Ended March 31, 
  2019  2018  Change  Change% 
             
Net product sales $109,193  $134,018  $(24,825)  -18.5%
Cost of products sold  95,148   112,379   (17,231)  -15.3 
Net gain on other sales  1,269   1,513   (244)  -16.1 
Selling expenses  3,085   5,827   (2,742)  -47.1 
General and administrative expenses  4,590   4,424   166   3.8 
Research and development expenses  6,602   8,307   (1,705)  -20.5 
Operating income  1,037   4,594   (3,557)  -77.4 
Other income, net  1,407   621   786   126.6 
Interest expense  (568)  (415)  (153)  36.9 
Financial expense, net  (665)  (765)  100   -13.1 
Income before income tax expenses and equity in earnings of affiliated companies  1,211   4,035   (2,824)  -70.0 
Income taxes  198   588   (390)  -66.3 
Net income  1,224   4,032   (2,808)  -69.6 
Net loss attributable to non-controlling interest  (243)  (280)  37   -13.2 
Net income attributable to parent company’s common shareholders  1,467   4,312   (2,845)  -66.0%

 

Net Product Sales and Cost of Products Sold

  Net Product Sales  Cost of Products Sold 
  (in thousands of USD,
except percentages)		  (in thousands of USD,
except percentages)		 
  2019  2018  Change  2019  2018  Change 
Henglong $40,964  $68,896  $(27,932)  -40.5% $40,742  $62,047  $(21,305)  -34.3%
Jiulong  22,122   27,445   (5,323)  -19.4   18,837   24,535   (5,698)  -23.2 
Shenyang  4,895   6,348   (1,453)  -22.9   4,546   6,306   (1,760)  -27.9 
Wuhu  6,998   4,636   2,362   50.9   6,745   4,351   2,394   55.0 
Hubei Henglong  28,175   33,393   (5,218)  -15.6   21,920   25,025   (3,105)  -12.4 
Henglong KYB  19,954   -   19,954   -   19,130   -   19,130   - 
Other Entities  17,296   17,898   (602)  -3.4   14,624   14,985   (361)  -2.4 
Total Segments  140,404   158,616   (18,212)  -11.5   126,544   137,249   (10,705)  -7.8 
Elimination  (31,211)  (24,598)  (6,613)  26.9   (31,396)  (24,870)  (6,526)  26.2 
Total $109,193  $134,018  $(24,825)  -18.5% $95,148  $112,379  $(17,231)  -15.3%


Net Product Sales

Net product sales were $125.8$109.2 million for the three months ended June 30, 2018,March 31, 2019, compared to $117.7$134.0 million for the same period in 2017,2018, representing an increasea decrease of $8.1$24.8 million, or 6.9%18.5%.

 

Net sales of traditional steering products and parts were $98.8$87.0 million for the three months ended June 30, 2018,March 31, 2019, compared to $91.1$109.0 million for the same period in 2017,2018, representing an increasea decrease of $7.7$22.0 million, or 8.5%20.2%. Net sales of electric power steering (“EPS”) were $27.0$22.2 million for the three months ended June 30, 2018, consistent with $26.6March 31, 2019 and $25.0 million for the same period in 2017.2018, representing a decrease of $2.8 million, or 11.2%. As a percentage of net sales, sales of EPS were 21.4%20.3% for the three months ended June 30, 2018,March 31, 2019, compared to 22.6%18.7% for the same period in 2017.2018.

 

The increasedecrease in net product sales was due to the effects of three major factors: i) the changedecrease in products mix, i.e. highersales volume led to a sales decrease of $8.6 million due to the soft demand in the China domestic brand automobile market; ii) the decrease in average selling price products are gradually replacing lower price products;of steering gears led to a sales decrease of $7.5 million; and ii) appreciationiii) the depreciation of the RMB against the U.S. dollar by approximately 6.9% in this quarter compared to the same quarter last year, resulting in an increase in net producta sales in USD; offset by iii) the sales volumedecrease of the Company’s major products decreasing due to the soft demand in the China domestic brand automobile market.$8.7 million.

 

Further analysis by segment (before elimination) is as follows:

 

Henglong mainly engages in providing passenger vehicle steering systems. Net product sales for Henglong were $41.0 million for the three months ended March 31, 2019, compared with $68.9 million for the three months ended March 31, 2018, representing a decrease of $27.9 million, or 40.5%, which was mainly due to soft demand in the China domestic brand automobile market and the transfer by Henglong of its EPS business to Henglong KYB in the first quarter of 2019, which contributed a decrease of $8.1 million in net sales. A decrease in sales volume led to a sales decrease of $15.3 million, a decrease in selling price led to a sales decrease of $8.7 million, and the effect of foreign currency translation of the RMB against the U.S. dollar led to a sales decrease of $3.9 million.

Jiulong mainly engages in providing commercial vehicle steering systems. Net product sales for Jiulong were $22.1 million for the three months ended March 31, 2019, compared with $27.4 million for the three months ended March 31, 2018, representing a decrease of $5.3 million, or 19.3%. A decrease in sales volume led to a sales decrease of $2.2 million, a decrease in selling price led to a sales decrease of $1.6 million, and the effect of foreign currency translation of the RMB against the U.S. dollar led to a sales decrease of $1.5 million.


Shenyang mainly engages in providing vehicle steering systems to Shenyang Brilliance Jinbei Automobile Co., Ltd., “Jinbei”, one of the major automotive manufacturers in China. Net product sales for Shenyang were $4.9 million for the three months ended March 31, 2019, compared to $6.3 million for the same period in 2018, representing a decrease of $1.4 million, or 22.2%. An increase in sales volumes led to a sales increase of $2.8 million, a decrease in selling price led to a sales decrease of $3.9 million, and the effect of foreign currency translation of the RMB against the U.S. dollar led to a sales decrease of $0.3 million.

Wuhu mainly engages in providing vehicle steering systems to Chery Automobile Co., Ltd., “Chery”, one of the major automotive manufacturers in China. Net product sales for Wuhu were $7.0 million for the three months ended March 31, 2019, compared to $4.6 million for the same period in 2018, representing an increase of $2.4 million, or 52.2%. An increase in sales volumes led to a sales increase of $1.6 million, an increase in selling prices led to a sales increase of $1.0 million and the effect of foreign currency translation of the RMB against the U.S. dollar led to a sales decrease of $0.2 million.

Hubei Henglong mainly engages in providing vehicle steering systems to Chrysler and Ford. Net product sales for Hubei Henglong were $28.2 million for the three months ended March 31, 2019, compared to $33.4 million for the same period in 2018, representing a decrease of $5.2 million, or 15.6%. A decrease in sales volume led to a sales decrease of $7.5 million, an increase in selling price led to a sales increase of $4.2 million, and the effect of foreign currency translation of the RMB against the U.S. dollar led to a sales decrease of $1.9 million.

Henglong KYB mainly engages in providing passenger EPS products. Net product sales for Henglong KYB were $20.0 million for the three months ended March 31, 2019. The Company restructured its business and transferred its EPS business from Henglong to Henglong KYB in the fourth quarter of 2018. The Company’s EPS business will be primarily operated by Henglong KYB in the future.

Net product sales for Other Entities were $17.3 million for the three months ended March 31, 2019, compared to $17.9 million for the same period in 2018, representing a decrease of $0.6 million, or 3.4%.

Cost of Products Sold

For the three months ended March 31, 2019, the cost of products sold was $95.1 million, compared to $112.4 million for the same period of 2018, representing a decrease of $17.3 million, or 15.4%. The decrease in cost of sales was mainly due to the effect of the following major factors: i) the decrease in sales volumes with a cost of sales decrease of $5.3 million; ii) the decrease in unit cost with a cost of sales decrease of $4.4 million; and iii) the depreciation of the RMB against the U.S. dollar with a cost of sales decrease of $7.6 million. Further analysis is as follows:

Cost of products sold for Henglong was $40.7 million for the three months ended March 31, 2019, compared to $62.0 million for the same period of 2018, representing a decrease of $21.3 million, or 34.4%. The decrease in cost of sales was mainly due to a decrease in sales volumes resulting in a cost of sales decrease of $13.9 million, a decrease in unit cost resulting in a cost of sales decrease of $3.9 million, and the effect of foreign currency translation of the RMB against the U.S. dollar resulting in a cost of sales decrease of $3.5 million.

· •Net product salesCost of products sold for Henglong were $60.3Jiulong was $18.8 million for the three months ended June 30, 2018, compared with $64.5 million for the three months ended June 30, 2017, representing a decrease of $4.2 million, or 6.5%. A decrease in sales volume due to the soft market demand led to a sales decrease of $11.0 million and an increase in average selling price due to change in product mix led to a sales increase of $2.2 million. The effect of foreign currency translation of the RMB against the U.S. dollar led to a sales increase of $4.6 million.

·Net product sales for Jiulong were $31.0 million for the three months ended June 30, 2018, compared with $27.2 million for the three months ended June 30, 2017, representing an increase of $3.8 million, or 14.0%. Jiulong is gradually shifting its strategy from focusing on sales volume to focusing on high gross margin products and developing new markets such as exports. A decrease in sales volume led to a sales decrease of $4.0 million and an increase in average selling price due to change in product mix led to a sales increase of $5.7 million. The effect of foreign currency translation of the RMB against the U.S. dollar led to a sales increase of $2.1 million.

·Net product sales for Shenyang were $8.9 million for the three months ended June 30, 2018,March 31, 2019, compared to $10.7$24.5 million for the same period in 2017,of 2018, representing a decrease of $1.8$5.7 million, or 16.8%23.3%. Shenyang’s products areThe decrease in cost of sales was mainly solddue to Shenyang Brilliance Jinbei Co., Ltd., “Brilliance Jinbei”, one of China’s largest commercial car manufacturers. The sales of Shenyang are mainly impacted by the demand of Brilliance Jinbei. Aa decrease in sales volumes led toresulting in a cost of sales decrease of $1.7 million, a decrease in unit cost resulting in a cost of sales decrease of $2.6 million, and the effect of foreign currency translation of the RMB against the U.S. dollar led toresulting in a cost of sales increasedecrease of $0.7$1.4 million.

 

36

·Net product sales for Wuhu were $5.6Cost of products sold for Shenyang was $4.5 million for the three months ended June 30, 2018, substantially consistent with $5.6 million for the same period in 2017. An increase in sales volumes led to a sales increase of $0.4 million and a decrease in average selling price led to a sales decrease of $0.8 million. The effect of foreign currency translation of the RMB against the U.S. dollar led to a sales increase of $0.4 million.

·Net product sales for Hubei Henglong were $28.7 million for the three months ended June 30, 2018, compared to $23.9 million for the same period in 2017, representing an increase of $4.8 million, or 20.1%. Hubei Henglong’s products are mainly sold to Chrysler and Ford. Both the project from Ford and a new project from Chrysler started mass production in 2017 and the demand from these two projects is gradually increasing since last year. An increase in sales volumes led to a sales increase of $1.9 million and an increase in average selling price led to a sales increase of $1.1 million. The effect of foreign currency translation of the RMB against the U.S. dollar led to a sales increase of $1.8 million.

·Net product sales for Other Sectors were $21.2 million for the three months ended June 30, 2018, compared to $13.2 million for the same period in 2017, representing an increase of $8.0 million, or 60.6%, primarily due to an increase in the average selling price of Jielong, which manufactures automobile steering columns for both HPS and EPS.

Cost of Products Sold

For the three months ended June 30, 2018, the cost of products sold was $108.8 million,March 31, 2019, compared to $93.6$6.3 million for the same period of 2017,2018, representing a decrease of $1.8 million, or 28.6%. The decrease in cost of sales was mainly due to an increase in sales volumes resulting in a cost of sales increase of $2.6 million, a decrease in unit cost resulting in a cost of sales decrease of $4.0 million, and the effect of foreign currency translation of the RMB against the U.S. dollar resulting in a cost of sales decrease of $0.4 million.


Cost of products sold for Wuhu was $6.7 million for the three months ended March 31, 2019, compared to $4.4 million for the same period of 2018, representing an increase of $15.2$2.3 million, or 16.2%52.3%. The increase in cost of sales was mainly due to an increase in sales volumes resulting in a cost of sales increase of $1.5 million, an increase in unit cost resulting in a cost of sales increase of $1.0 million, and the effect of foreign currency translation of the RMB against the U.S. dollar resulting in a cost of sales decrease of $0.2 million.

Cost of products sold for Hubei Henglong was $21.9 million for the three months ended March 31, 2019, compared to $25.0 million for the same period of 2018, representing a decrease of $3.1 million, or 12.4%. The decrease in cost of sales was mainly due to the effectsa decrease in sales volumes resulting in a cost of the following major factors: 1) the change in products mix, i.e. unit costssales decrease of new products are generally higher than the previous products, which is similar to the trend in sales; 2) appreciation of RMB against U.S. dollar by approximately 6.9% in this quarter compared to the same quarter last year, resulting$5.7 million, an increase in unit cost resulting in a cost of sales increase of $4.0 million, and the effect of foreign currency translation of the RMB against the U.S. dollar resulting in a cost of sales decrease of $1.4 million.

Cost of products sold in USD; and 3)for Henglong KYB was $19.1 million for the increase in cost of raw materials and labor costs in China; offset by iv) the sales volume of the Company’s major products decreasing duethree months ended March 31, 2019. The Company transferred its EPS business from Henglong to the soft demandHenglong KYB in the China domestic brand automobile market.

Further analysis is as follows: 

·Cost of products sold for Henglong was $56.1 million for the three months ended June 30, 2018, substantially consistent with $55.7 million for the same period of 2017. A decrease in sales volume led to a cost of products sold decrease of $7.7 million and an increase in unit cost led to a cost of products sold increase of $4.1 million. The effect of foreign currency translation of the RMB against the U.S. dollar led to a cost of products sold increase of $4.0 million.

·Cost of products sold for Jiulong was $27.5 million for the three months ended June 30, 2018, compared to $23.1 million for the same period of 2017, representing an increase of $4.4 million, or 19.0%. A decrease in sales volume led to a cost of products sold decrease of $3.8 million and an increase in unit cost led to a cost of products sold increase of $6.1 million. The effect of foreign currency translation of the RMB against the U.S. dollar led to a cost of products sold increase of $2.1 million.

·Cost of products sold for Shenyang was $7.8 million for the three months ended June 30, 2018, compared to $9.7 million for the same period of 2017, representing a decrease of $1.9 million, or 19.6%. The decrease in cost of products sold was mainly due to a decrease in sales volumes, which led to a cost of products sold decrease of $2.4 million, and a decrease in unit cost, which led to a cost of products sold decrease of $0.2 million. The effect of foreign currency translation of the RMB against the U.S. dollar led to a cost of products sold increase of $0.7 million.

·Cost of products sold for Wuhu was $5.4 million for the three months ended June 30, 2018, compared to $5.3 million for the same period of 2017, representing an increase of $0.1 million, or 1.9%. The increase in cost of products sold was mainly due to an increase in sales volumes, which led to a cost of products sold increase of $0.4 million, and a decrease in unit cost, which led to a cost of products sold decrease of $0.3 million.

·Cost of products sold for Hubei Henglong was $23.6 million for the three months ended June 30, 2018, compared to $16.0 million for the same period of 2017, representing an increase of $7.6 million, or 47.5%. An increase in sales volumes led to a cost of products sold increase of $3.8 million and an increase in unit cost led to a cost of products sold increase of $2.8 million. The effect of foreign currency translation of the RMB against the U.S. dollar led to a cost of products sold increase of $1.0 million.
fourth quarter of 2018.

 

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Cost of products sold for Other Entities was $14.6 million for the three months ended March 31, 2019, compared to $15.0 million for the same period in 2018, representing a decrease of $0.4 million, or 2.7%.

·Cost of products sold for Other Sectors was $17.7 million for the three months ended June 30, 2018, compared to $11.1 million for the same period of 2017, representing an increase of $6.6 million, or 59.5%, primarily due to the increase in unit cost of Jielong.

 

Gross margin was 13.5%12.9% for the three months ended June 30, 2018,March 31, 2019, compared to 20.4%16.1% for the same period of 2017,2018, representing a decrease of 6.9%3.2%, mainly due to the increasedecrease in the cost of raw materialsselling price and the changes in the product mix for the three months ended June 30, 2018.

Gain on Other Sales

Gain on other sales mainly consisted of net amount retained from sales of materials, property, plant and equipment, land use rights, and scraps. For the three months ended June 30, 2018, gain on other sales amounted to $1.0 million, as compared to $4.6 million for the three months ended June 30, 2017, representing a decrease of $3.6 million. The decrease was due to the fact that, during the second quarter of 2017, the Company disposed of a building located in Jingzhou and recognized a gain of $2.2 million.March 31, 2019.

  

Selling Expenses

 

Selling expenses were $4.9$3.1 million for the three months ended June 30, 2018,March 31, 2019, as compared to $4.6$5.8 million for the same period of 2017,2018, representing an increasea decrease of $0.3$2.7 million, or 6.5%46.6%, which was mainly due to increaseddecreased logistics fees related to the increase in revenue.as a result of decreased sales transactions and lower priced logistics suppliers.

 

General and Administrative Expenses

 

General and administrative expenses were $4.4$4.6 million for the three months ended June 30, 2018,March 31, 2019, as compared to $5.3$4.4 million for the same period of 2017,2018, representing a decreasean increase of $0.9$0.2 million, or 17.0%4.5%, which was mainly due to the lower allowance for doubtful accounts of $1.1 million in 2018 compared to the same period in 2017.increased payroll expenses.

Research and Development Expenses

 

Research and development expenses were $8.1$6.6 million for the three months ended June 30, 2018,March 31, 2019, as compared to $7.7$8.3 million for the three months ended June 30, 2017,March 31, 2018, representing an increasea decrease of $0.4$1.7 million, or 5.2%20.5%, which was mainly due to increased expenditurescost control on R&D activities for EPS products.

The global automotive parts industry is highly competitive; winningresearch and maintaining new business requires suppliers to rapidly produce innovative products on a cost-competitive basis. In the past several years, the Company has continued to purchase advanced manufacturing equipment for newly developed products, hiring senior technicians and actively seeking external technical support.

Income from Operations

Income from operations was $0.6 million for the three months ended June 30, 2018, compared to $11.1 million for the three months ended June 30, 2017, representing a decrease of $10.5 million, or 94.6%, including a decrease of $7.0 million in gross profit and a decrease of $3.6 million in gain on other sales.development expenditures.

 

Other Income, Net

 

Other income, net was $1.4 million for the three months ended March 31, 2019, compared to other income, net of $0.6 million for the three months ended June 30,March 31, 2018, compared to other income, net of $0.2 million for the three months ended June 30, 2017, representing an increase of $0.4$0.8 million, primarily as a result ofdue to an increase in the unspecific purpose subsidies being recognized in the secondfirst quarter of 2018.2019.

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Interest Expense

 

Interest expense was $0.8 million for the three months ended June 30, 2018, compared to interest expense of $0.6 million for the three months ended June 30, 2017,March 31, 2019, compared to interest expense of $0.4 million for the three months ended March 31, 2018, representing an increase of $0.2 million, or 33.3%, primarily due to the new bank loans borrowed in 20182019 and higher interest rates.

Financial Income, Net

Financial income, net was $0.9 million for the three months ended June 30, 2018, compared with $0.6 million for the three months ended June 30, 2017, representing an increase of $0.3 million, or 50.0%, which was mainly due to the increased foreign exchange gain related to the appreciation of the U.S. dollar in the second quarter of 2018 because of the Company’s increased revenue from customers located in the United States.

Income Before Income Tax Expenses and Equity in Earnings of Affiliated Companies

Income before income tax expenses and equity in earnings of affiliated companies was $1.3 million for the three months ended June 30, 2018, compared to $11.1 million for the three months ended June 30, 2017, representing a decrease of $9.8 million, or 88.3%, which was mainly due to a decrease in operating income of $10.5 million, an increase in other income of $0.4 million, an increase in interest expense of $0.2 million and an increase in financial income of $0.3 million.

 

Income Taxes

 

Income tax expense was $0.2 million for the three months ended June 30, 2018, compared to $2.2March 31, 2019, consistent with $0.6 million of income tax expense for the three months ended June 30, 2017, representing a decrease of $2.0 million, or 90.9%.March 31, 2018. The income before income tax decreased to $1.3$1.2 million for the three months ended June 30, 2018March 31, 2019 from $11.1$4.0 million for the same period in 20172018 and the effective tax rate decreasedincreased to 15.8% from19.6%16.4% from 14.6% for the same period in 2017.2018.

 


Net Income

Net income was $1.0 million for the three months ended June 30, 2018, compared to net income of $8.9 million for the three months ended June 30, 2017, representing a decrease of $7.9 million, or 88.8%, which was mainly due to a decrease in income before income tax expenses and equity in earnings of affiliated companies of $9.8 million and a decrease in income tax of $2.0 million.  

Net Income/(Loss)Loss Attributable to Non-controlling Interests

 

Net incomeloss attributable to non-controlling interests amounted to $0.1$0.2 million for the three months ended June 30, 2018,March 31, 2019, compared to net loss attributable to non-controlling interests of $0.1$0.3 million for the three months ended June 30, 2017.March 31, 2018.

The Company owns equity interests in nine non-wholly owned subsidiaries established in the PRC and Brazil, through which it conducts its operations. Except for Beijing Henglong and Chongqing Jinghua, which are accounted for under the equity method, all of the operating results of these non-wholly owned subsidiaries were consolidated in the Company’s financial statements as of June 30, 2018 and 2017.

Net Income Attributable to Parent Company’s Common Shareholders

 

Net income attributable to parent company’s common shareholders was $0.8$1.5 million for the three months ended June 30, 2018,March 31, 2019, compared to net income attributable to parent company’s common shareholders of $8.9$4.3 million for the three months ended June 30, 2017,March 31, 2018, representing a decrease of $8.1$2.8 million, which was mainly due to a decrease in net income of $7.9 million.

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Results of Operations—Six Months Ended June 30, 2018 and 2017

  Net Product Sales  Cost of Products Sold 
  (in thousands of USD,
except percentages)		  (in thousands of USD,
except percentages)		 
  2018  2017  Change  2018  2017  Change 
Henglong $129,197  $135,312   (6,115)  -4.5% $118,097  $117,133  $964   0.8%
Jiulong  58,407   49,447   8,960   18.1   52,068   42,227   9,841   23.3 
Shenyang  15,214   18,669   (3,455)  -18.5   14,073   16,358   (2,285)  -14.0 
Wuhu  10,201   11,752   (1,551)  -13.2   9,714   10,965   (1,251)  -11.4 
Hubei Henglong  62,110   42,030   20,080   47.8   48,644   28,903   19,741   68.3 
Other Sectors  39,051   25,860   13,191   51.0   32,685   21,809   10,876   49.9 
Total Segments  314,180   283,070   31,110   11.0   275,281   237,395   37,886   16.0 
Elimination  (54,380)  (46,102)  (8,278)  18.0   (54,141)  (46,117)  (8,024)  17.4 
Total $259,800  $236,968  $22,832   9.6% $221,140  $191,278  $29,862   15.6%

Net Product Sales

Net product sales were $259.8 million for the six months ended June 30, 2018, compared to $237.0 million for the same period in 2017, representing an increase of $22.8 million, or 9.6%.

Net sales of traditional steering products and parts were $207.8 million for the six months ended June 30, 2018, compared to $177.6 million for the same period in 2017, representing an increase of $30.2 million, or 17.0%. Net sales of EPS were $52.0 million for the six months ended June 30, 2018, compared to $59.4 million for the same period in 2017, representing a decrease of $7.4 million, or 12.5%. As a percentage of net sales, sales of EPS were 20.0% for the six months ended June 30, 2018, compared to 22.6% for the same period in 2017.

The increase in net product sales was due to the effects of three major factors: i) the change in products mix, i.e. higher price products are gradually replacing lower price products; and ii) appreciation of RMB against U.S. dollar by approximately 7.8% in the six months ended June 30, 2018 compared to the same period last year, resulting in an increase in net product sales in USD; offset by iii) the sales volume of the Company’s major products decreasing due to the soft demand in the China domestic brand automobile market.

A decrease in sales volume contributed to a sales decrease of $16.9 million. An increase in average selling price of steering gears and contributed to a sales increase of $17.6 million. The effect of foreign currency translation of the RMB against the U.S. dollar led to a sales increase of $22.1 million.

Further analysis by segment (before elimination) is as follows:

·Net product sales for Henglong were $129.2 million for the six months ended June 30, 2018, compared with $135.3 million for the six months ended June 30, 2017, representing a decrease of $6.1 million, or 4.5%. A decrease in sales volume led to a sales decrease of $19.3 million, an increase in average selling price led to a sales increase of $3.4 million, and the effect of foreign currency translation of the RMB against the U.S. dollar led to a sales increase of $9.8 million.

·Net product sales for Jiulong were $58.4 million for the six months ended June 30, 2018, compared with $49.4 million for the six months ended June 30, 2017, representing an increase of $9.0 million, or 18.2%. Jiulong is gradually shifting its strategy from focusing on sales volume to focusing on high gross margin products and developing new markets such as exports. An increase in sales volume led to a sales increase of $0.4 million, an increase in average selling price led to a sales increase of $4.4 million, and the effect of foreign currency translation of the RMB against the U.S. dollar led to a sales increase of $4.2 million.

·Net product sales for Shenyang were $15.2 million for the six months ended June 30, 2018, compared to $18.7 million for the same period in 2017, representing a decrease of $3.5 million, or 18.7%. Shenyang’s products are mainly sold to Shenyang Brilliance Jinbei Co., Ltd., “Brilliance Jinbei”, one of China’s largest commercial car manufacturers. The sales of Shenyang are mainly impacted by the demand of Brilliance Jinbei. A decrease in sales volumes led to a sales decrease of $6.9 million, an increase in average selling price led to a sales increase of $2.2 million, and the effect of foreign currency translation of the RMB against the U.S. dollar led to a sales increase of $1.2 million.

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·Net product sales for Wuhu were $10.2 million for the six months ended June 30, 2018, compared to $11.8 million for the same period in 2017, representing a decrease of $1.6 million, or 13.6%. An increase in sales volumes led to a sales increase of $0.5 million, a decrease in average selling price led to a sales decrease of $2.8 million, and the effect of foreign currency translation of the RMB against the U.S. dollar led to a sales increase of $0.7 million.
·Net product sales for Hubei Henglong were $62.1 million for the six months ended June 30, 2018, compared to 42.0 million for the same period in 2017, representing an increase of $20.1 million, or 47.9%. Hubei Henglong’s products are mainly sold to Chrysler and Ford. An increase in sales volumes led to a sales increase of $5.6 million, an increase in average selling price led to a sales increase of $10.1 million, and the effect of foreign currency translation of the RMB against the U.S. dollar led to a sales increase of $4.4 million.

·Net product sales for Other Sectors were $39.1 million for the six months ended June 30, 2018, compared to $25.9 million for the same period in 2017, representing an increase of $13.2 million, or 51.0%, primarily due to an increase in the sales of Jielong, which manufactures automobile steering columns for both HPS and EPS.

Cost of Products Sold

For the six months ended June 30, 2018, the cost of products sold was $221.1 million, compared to $191.3 million for the same period of 2017, representing an increase of $29.8 million, or 15.6%. The increase in the cost of products sold was mainly due to the net effect of a net decrease in sales volumes which led to a cost of products sold decrease of $14.7 million, an increase in unit cost which led to a cost of products sold increase of $25.4 million, and the effect of foreign currency translation of the RMB against the U.S. dollar which led to a cost of products sold increase of $19.1 million. Further analysis is as follows: 

·Cost of products sold for Henglong was $118.1 million for the six months ended June 30, 2018, compared to $117.1 million for the same period of 2017, representing an increase of $1.0 million, or 0.9%. A decrease in sales volumes led to a cost of products sold decrease of $13.6 million, an increase in unit cost led to a cost of products sold increase of $5.8 million and the effect of foreign currency translation of the RMB against the U.S. dollar led to a cost of products sold increase of $8.8 million.

·Cost of products sold for Jiulong was $52.1 million for the six months ended June 30, 2018, compared to $42.2 million for the same period of 2017, representing an increase of $9.9 million, or 23.5%. An increase in sales volume led to a cost of products sold increase of $0.5 million, an increase in unit cost led to a cost of products sold increase of $5.4 million, and the effect of foreign currency translation of the RMB against the U.S. dollar led to a cost of products sold increase of $4.0 million.

·Cost of products sold for Shenyang was $14.1 million for the six months ended June 30, 2018, compared to $16.4 million for the same period of 2017, representing a decrease of $2.3 million, or 14.0%. A decrease in sales volumes led to a cost of products sold decrease of $6.1 million, an increase in unit cost led to a cost of products sold increase of $2.6 million, and the effect of foreign currency translation of the RMB against the U.S. dollar led to a cost of products sold increase of $1.2 million.

·Cost of products sold for Wuhu was $9.7 million for the six months ended June 30, 2018, compared to $11.0 million for the same period of 2017, representing a decrease of $1.3 million, or 11.8%. An increase in sales volumes led to a cost of products sold increase of $0.6 million, a decrease in unit cost led to a cost of products sold decrease of $2.7 million, and the effect of foreign currency translation of the RMB against the U.S. dollar led to a cost of products sold increase of $0.8 million.

·Cost of products sold for Hubei Henglong was $48.6 million for the six months ended June 30, 2018, compared to $28.9 million for the same period of 2017, representing an increase of $19.7 million, or 68.2%. An increase in sales volumes led to a cost of products sold increase of $10.4 million, an increase in unit cost led to a cost of products sold increase of $6.4 million, and the effect of foreign currency translation of the RMB against the U.S. dollar led to a cost of products sold increase of $2.9 million.

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·Cost of products sold for Other Sectors was $32.7 million for the six months ended June 30, 2018, compared to $21.8 million for the same period of 2017, representing an increase of $10.9 million, or 50.0%, primarily due to the increase in sales volumes of Jielong.

Gross margin was 14.9% for the six months ended June 30, 2018, compared to 19.3% for the same period of 2017, representing a decrease of 4.4%, mainly due to the increase in the cost of raw materials and the changes in the product mix in the six months ended June 30, 2018.

Gain on Other Sales

Gain on other sales mainly consisted of net amount retained from sales of materials, property, plant and equipment, land use rights, and scraps. For the six months ended June 30, 2018, gain on other sales amounted to $2.5 million, as compared to $5.3 million for the six months ended June 30, 2017, representing a decrease of $2.8 million. The decrease was due to the fact that, during the second quarter of 2017, the Company disposed of a building located in Jingzhou and recognized a gain of $2.2 million.

Selling Expenses

Selling expenses were $10.7 million for the six months ended June 30, 2018, as compared to $8.6 million for the same period of 2017, representing an increase of $2.1 million, or 24.4%, which was mainly due to increased logistics fees related to the increase in revenue.

General and Administrative Expenses

General and administrative expenses were $8.9 million for the six months ended June 30, 2018, compared to $9.6 million for the same period of 2017, representing a decrease of $0.7 million, or 7.3%, which was mainly due to lower allowance for doubtful accounts of $0.8 million in 2018 compared to the same period in 2017.

Research and Development Expenses

Research and development expenses were $16.4 million for the six months ended June 30, 2018, as compared to $14.5 million for the six months ended June 30, 2017, representing an increase of $1.9 million, or 13.1%, which was mainly due to increased expenditures on R&D activities for EPS products.

The global automotive parts industry is highly competitive; winning and maintaining new business requires suppliers to rapidly produce innovative products on a cost-competitive basis. In the past several years, the Company has continued to purchase advanced manufacturing equipment for newly developed products, hiring senior technicians and actively seeking external technical support.

Income from Operations

Income from operations was $5.2 million for the six months ended June 30, 2018, compared to $18.3 million for the six months ended June 30, 2017, representing a decrease of $13.1 million, or 71.6%, including a decrease of $7.0 million in gross profit, a decrease of $2.8 million in gain on other sales and an increase of $3.2 million in operating expenses.

Other Income/(Expense), Net

Other income, net was $1.2 million for the six months ended June 30, 2018, compared to other expense, net of $0.1 million for the six months ended June 30, 2017, representing an increase in other income, net of $1.3 million, primarily as a result of an increase in the unspecific purpose subsidies being recognized in 2018. 

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Interest Expense

Interest expense was $1.2 million for the six months ended June 30, 2018, compared to interest expense of $0.9 million for the six months ended June 30, 2017, representing an increase of $0.3 million, or 33.3%, primarily due to the new bank loans borrowed in 2018 and higher interest rates.

Financial Income, Net

Financial income, net was $0.1 million for the six months ended June 30, 2018, compared to financial income, net of $0.9 million for the six months ended June 30, 2017, representing a decrease of $0.8 million, which was mainly due to the interest income generated from the loan to Henglong Real Estate, one of the Company’s related parties, in 2017.

Income Before Income Tax Expenses and Equity in Earnings of Affiliated Companies

Income before income tax expenses and equity in earnings of affiliated companies was $5.3 million for the six months ended June 30, 2018, compared to $18.2 million for the six months ended June 30, 2017, representing a decrease of $12.9 million, or 70.9%, which was mainly due to a decrease in operating income of $13.1 million, an increase in other income of $1.3 million, an increase in interest expense of $0.3 million and a decrease in financial income of $0.8 million.

Income Taxes

Income tax expense was $0.8 million for the six months ended June 30, 2018, compared to $3.4 million of income tax expense for the six months ended June 30, 2017, representing a decrease of $2.6 million, or 76.5%. The income before income tax decreased to 5.3 million for the six months ended June 30, 2018 from $18.2 million for the same period in 2017 and the effective tax rate decreased to 14.9% from 18.5% for the same period in 2017.

Net Income

Net income was $5.0 million for the six months ended June 30, 2018, compared to net income of $14.8 million for the six months ended June 30, 2017, representing a decrease of $9.8 million, or 66.2%, which was mainly due to a decrease in income before income tax expenses and equity in earnings of affiliated companies of $12.9 million, a decrease in income tax of $2.6 million and an increase in equity in earnings of affiliated companies of $0.5 million. 

Net (Loss)/Income Attributable to Non-controlling Interests

Net loss attributable to non-controlling interests amounted to $0.1 million for the six months ended June 30, 2018, compared to net income attributable to non-controlling interests of $0.2 million for the six months ended June 30, 2017.

The Company owns equity interests in nine non-wholly owned subsidiaries established in the PRC and Brazil, through which it conducts its operations. Except for Beijing Henglong and Chongqing Jinghua, which are accounted for under the equity method, all the operating results of these non-wholly owned subsidiaries were consolidated in the Company’s financial statements as of June 30, 2018 and 2017.

Net Income Attributable to Parent Company’s Common Shareholders

Net income attributable to parent company’s common shareholders was $5.2 million for the six months ended June 30, 2018, compared to $14.6 million for the six months ended June 30, 2017, representing a decrease of $9.4 million, or 64.4%, which was mainly due to a decrease in net income of $9.8 million.

Privatization Proposal

On August 2, 2017, the Company issued a press release announcing the appointment by the special committee (the “Special Committee”) of the Company’s board of directors (the “Board”) of Houlihan Lokey Capital, Inc. as its financial advisor and Kirkland & Ellis as its U.S. legal counsel in connection with its review and evaluation of the previously announced preliminary non-binding proposal letter that the Board received on May 14, 2017 from Mr. Hanlin Chen, the Chairman of the Board of the Company, relating to a possible “going private” transaction, as well as in connection with its review and evaluation of any other sale, merger, business combination or other corporate transaction, with Mr. Chen or any other party, and any other strategic alternatives.

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As previously announced, Mr. Chen has submitted a preliminary non-binding proposal to the Board to acquire all of the outstanding shares of common stock of the Company not already beneficially owned by Mr. Chen for $5.45 per share of common stock in cash. Mr. Chen and his affiliates currently beneficially own approximately 56.4% of the issued and outstanding shares of common stock of the Company on a fully diluted and as-converted basis. The proposal is expressly conditioned on approval by a special committee of the Board comprised of independent directors and is subject to a non-waivable condition requiring approval by a majority vote of the Company’s unaffiliated stockholders. The Special Committee, consisting of Mr. Arthur Wong, Mr. Robert Tung and Mr. Guangxun Xu, is empowered to, and will be responsible for, among other things, investigating, evaluating, negotiating and making a recommendation to the Board with respect to the proposal. The Special Committee is also empowered to retain its own independent advisors to assist in the evaluation of the proposal and any alternative proposals.

The Board cautions the Company's shareholders, and others considering trading in its securities, that it has only received a proposal. No decision has been made with respect to the Company's response to the proposal. There can be no assurance that any definitive offer will be made, that any agreement will be executed or that a transaction with Mr. Chen or any other transaction will be approved or consummated. The Company is not obligated to make, and does not at this time anticipate making, any further public statements about this matter or the activities of the special committee unless and until either the Company enters into a definitive agreement for a transaction or the special committee determines that no such transaction will be effected.

  

Liquidity and Capital Resources

 

Capital Resources and Use of Cash

 

The Company has historically financed its liquidity requirements from a variety of sources, including short-term borrowings under bank credit agreements, bankers’ acceptances, issuances of capital stock and notes and internally generated cash. As of June 30, 2018,March 31, 2019, the Company had cash and cash equivalents and short-term investments of $85.6$84.1 million, compared to $94.1$103.9 million as of December 31, 2017,2018, representing a decrease of $8.5$19.8 million, or 9.0%19.1%. Short-term investments included pledged short-term investments of $0.5 million and $2.0 million as of June 30, 2018 and December 31, 2017, respectively.

  

The Company had working capital (total current assets less total current liabilities) of $159.0$151.0 million as of June 30, 2018,March 31, 2019, compared to $159.1$154.1 million as of December 31, 2017,2018, representing a decrease of $0.1$3.1 million, or 0.1%2.0%.

 

TheExcept for the expected distribution of dividends from the Company’s PRC subsidiaries to the Company in order to fund the payment of the one-time transition tax due to the U.S. Tax Reform, the Company intends to indefinitely reinvest the funds in subsidiaries established in the PRC.

 

The Company believes that, in view of its current cash position, the cash expected to be generated from the operations and funds available from bank borrowings as detailed in subsequent paragraphs will be sufficient to meet its working capital and capital expenditure requirements, including the repayment of bank loans, for at least twelve months commencing from the date of this report. 

 

Capital Source

 

The Company’s capital source is multifaceted, such as bank loans and banker’s acceptance facilities. In financing activities and operating activities, the Company’s banks require the Company to sign line of credit agreements and repay all existing borrowings under such facilities within one year. On the condition that the Company can provide adequate mortgage security and has not violated the terms of the line of credit agreement, such one year facilities can be extended for another year.

 

The Company had short-term loans of $57.1 million, long-term loans of $0.3$65.9 million (See Note 12)7) and bankers’ acceptances of $68.6$72.3 million (See Note 13)8) as of June 30, 2018.March 31, 2019.

44

  

The Company currently expects to be able to obtain similar bank loans, i.e., RMB loans, and bankers’ acceptance facilities in the future if it can provide adequate mortgage security following the termination of the above-mentioned agreements, see the table under “Bank Arrangements” below for more information. If the Company is not able to do so, it will have to refinance such debt as it becomes due or repay that debt to the extent it has cash available from operations or from the proceeds of additional issuances of capital stock. Owing to depreciation, the value of the mortgages securing the above-mentioned bank loans and banker's acceptances will be reduced by approximately $12.5$12.0 million over the next 12 months. If the Company wishes to obtain the same amount of bank loans and banker's acceptances, it will have to provide additional mortgages of $12.5$12.0 million as of the maturity date of such line of credit agreements, see the table under “Bank Arrangements” below for more information. The Company can still obtain a reduced line of credit with a reduction of $8.7$8.4 million, which is 69.3%70.0%, the mortgage rate, of $12.5$12.0 million, if it cannot provide additional mortgages. The Company expects that the reduction in bank loans will not have a material adverse effect on its liquidity.

 


Bank Arrangements

 

As of June 30, 2018,March 31, 2019, the principal outstanding under the Company’s credit facilities and lines of credit was as follows (figures are in thousands of USD):  

 

 Bank Due
Date		 Amount
Available(4)		  Amount
Used		  Assessed
Mortgage
Value(5)		  Bank Due
Date		 Amount
Available(4)		 Amount
Used(2)		 Assessed
Mortgage
Value(3)		 
1. Comprehensive credit facilities Hubei Bank Nov-2019 $27,204  $9,105  $57,033  Hubei Bank Nov-2019 $26,732 $18,808 $56,043 
   　  　    　    　  　 　  　  　 
2. Comprehensive credit facilities Shanghai Pudong Development Bank(1) Jan-2019  18,136   5,058   17,681  Shanghai Pudong Development Bank(1) Jan-2019 16,968 16,968 17,374 
                      
3. Comprehensive credit facilities China CITIC Bank(1) Oct-2018  77,835   33,914   15,010  China CITIC Bank Jul-2019 3,416 2,672 5,492 
               
 China CITIC Bank Jul-2019  2,720   2,637   5,589  China CITIC Bank(1) Oct-2019 75,741 39,452 14,750 
                      
4. Comprehensive credit facilities China Everbright Bank Dec-2018  4,534   4,268   7,739  China Everbright Bank Dec-2019 4,455 3,843 7,604 
          　         　   
5. Comprehensive credit facilities ICBC Macau Nov-2018  23,917   19,000   24,079  Bank of Chongqing Sep-2021 743 554 2,320 
                      
6. Comprehensive credit facilities Bank of China(1)(6) Apr-2018  22,670   7,557   -  Bank of China(1) Sep-2019 19,455 9,749 - 
                      
7. Comprehensive credit facilities China Merchants Bank(1)(6) Apr-2018  15,114   4,643   -  Hankou Bank(1) Nov-2019 14,850 1,297 - 
                      
8. Comprehensive credit facilities Taishin International Bank Mar-2019  10,000   9,858   12,681  China Merchants Bank(1) Mar-2020 22,277 7,802 - 
                      
9. Comprehensive credit facilities Agriculture Bank of China Mar-2020 1,040 149 4,126 
         
Total     $202,130  $96,040(2) $139,812(3)   $185,677 $101,294 $107,709 

 

(1)Each of Hubei Henglong, Henglong and Jiulong’sThe comprehensive credit facilitiesfacility with Shanghai Pudong Development Bank is required to be guaranteed by Jielong and Hubei Henglong in addition to the above pledged assets. EachIt expired in January 2019, and the Company is currently in the process of Hubei Henglong, Henglong, Jiulong, Jielong, Chuguanjie and USAI’snegotiating with the bank for the renewal of this credit facility. The comprehensive credit facilitiesfacility with China CITIC Bank is required to be guaranteed by Henglong and Hubei Henglong, in addition to the above pledged assets. Each of Hubei Henglong, Henglong, Jiulong and Jielong’sThe comprehensive credit facilitiesfacility with Bank of China is required to be guaranteed by Hubei Henglong and Henglong, and Hubei Henglong’sHenglong. The comprehensive credit facilitiesfacility with Hankou Bank is required to be guaranteed by Henglong. The comprehensive credit facility with China Merchants Bank is required to be guaranteed by Hubei Henglong.
  
(2)“Amount usedused” represents the credit facilities used by the Company for the purpose of bank loans or notes payable during the facility contract period. The loans or notes payable under the credit facilities will remain outstanding regardless of the expiration of the relevant credit facilities until the separate loans or notes payable expire. The amount used includes bank loans of $54.0$58.5 million and notes payable of $42.0$42.8 million as of June 30, 2018.March 31, 2019. The remainder of $3.4$7.7 million of government loan and $26.5$29.5 million of notes payable was secured by bank notes or time deposits without utilization of credit lines.
  
(3)In order to obtain lines of credit, the Company needs to pledge certain assets to banks. As of June 30, 2018,March 31, 2019, the pledged assets included $36.2 million accounts and notes receivable, $0.5 million of current deposits and other pledged assetsequipment with assessed value of $103.1$56.0 million, and land use rights and buildings with assessed value of $51.7 million.

 45 

(4)The amount available“Amount available” is used for the drawdown of bank loans and issuance of bank notes. For the drawdown of bank loans, this amount represents the amount that the Company can borrow immediately; for issuance of bank notes, the Company needs to pledge additional collateral in order to utilize these bank facilities.
  
(5)The pledged cash deposits were not included in the assessed mortgage value.
(6)The Company is negotiating the renewals of the credit facilities with the banks and expects to obtain the renewals in the third quarter of 2018. As the Company has obtained sufficient comprehensive lines of credit from other banks, the Company does not anticipate any significant adverse impact on its financial position if the Company fails to renew these credit facilities.

 


The Company may request the banks to issue notes payable or bank loans within its credit line using a 365-day revolving line.

 

The Company’s loan terms range from six7 months to 36 months. Pursuant to the comprehensive credit line arrangement, the Company pledged and guaranteed:

 

1. Equipment with an assessed value of approximately $57.0$56.0 million as security for its revolving comprehensive credit facility with Hubei Bank.

 

2. Land use rights and buildings with an assessed value of approximately $17.7$17.4 million as security for its revolving comprehensive credit facility with Shanghai Pudong Development Bank.

 

3. Land use rights and buildings with an assessed value of approximately $15.0$14.8 million as security for its comprehensive credit facility with China CITIC Bank Wuhan branch.

 

4. Land use rights and buildings with an assessed value of approximately $5.6$5.5 million as security for its comprehensive credit facility with China CITIC Bank Shenyang branch.

 

5. Land use rights and buildings with an assessed value of approximately $7.7$7.6 million as security for its comprehensive credit facility with China Everbright Bank.

 

6. On April 20, 2017, the Company entered into a Credit AgreementLand use rights and buildings with ICBC Macau to obtain a non-revolving credit facility in the amountan assessed value of $20.0approximately $2.3 million the “ICBC Macau Credit Facility”. The ICBC Macau Credit Facility expired on May 12, 2018 and was extended to November 11, 2018. As security for the ICBC Macau Credit Facility, the Company was required to provide ICBC Macau with a standby letter of credit for a total amount of not less than $24.1 million if the credit facility is fully drawn.

On May 5, 2017, the Company drew down the full amount of $20.0 million under the ICBC Macau Credit Facility and provided a standby letter of credit issued by ICBC Jingzhou for an amount of $24.1 million in favor of ICBC Macau. The standby letter of credit issued by ICBC Jingzhou is collateralized by Henglong’s notes receivable of RMB 159.3 million, equivalent to approximately $24.1 million. The Company also paid an arrangement fee of $0.04 million to ICBC Jingzhou.

On May 4, 2018, the Company repaid $1.0 million and paid an extension fee of $0.1 million to ICBC Macau. The maturity date for the loan under the extended term is the earlier of (i) 18 months from the date of drawdown or (ii) one month before the expiry of the standby letter of credit obtained by Henglong from ICBC Jingzhou as security for the Credit Facility, the “Henglong Standby Letterits comprehensive credit facility with Bank of Credit”. Except for the above, all other terms and conditions as stipulated in the Credit Agreement remained unchanged. As of June 30, 2018, the interest rate of the Credit Facility was 3.6% per annum.Chongqing.

46

 

7. On April 25, 2017, Great Genesis entered into aLand use rights and buildings with an assessed value of approximately $4.1 million as security for its comprehensive credit facility agreement with TaishinAgricultural Bank to obtain a non-revolving credit facility in the amount of $10.0 million, the “Taishin Bank Credit Facility”. The Taishin Bank Credit Facility expired on April 25, 2018 and was extended to March 20, 2019. The Taishin Bank Credit Facility has an annual interest rate of 3.9%, instead of the original annual interest rate of 2.7%. Interest is paid monthly under the extended term and the principal repayment is payable at maturity. As security for the Taishin Bank Credit Facility, the Company’s subsidiary Henglong is required to provide Taishin Bank with a standby letter of credit for a total amount of not less than $10.0 million if the Taishin Bank Credit Facility is fully drawn.China.

 


On April 28, 2017, Great Genesis drew down the full amount of $9.9 million under the Taishin Bank Credit FacilityShort-term and provided a standby letter of credit issued by China CITIC Bank Wuhan branch for an amount of $10.0 million in favor of Taishin Bank. Henglong’s standby letter of credit issued by China CITIC Bank Wuchang branch is collateralized by Henglong’s short-term investments of RMB 4.0 million, equivalent to approximately $0.6 million, and notes receivable of RMB 79.9 million, equivalent to approximately $12.1 million.

Cash Requirements

The following table summarizes the Company’s expected cash outflows resulting from financial contracts and commitments (in thousands of USD). The Company has not included information on its recurring purchases of materials for use in its manufacturing operations. These amounts are generally consistent from year to year, closely reflecting the Company’s levels of production, and are not long-term in nature (being less than three months in length).

     Payment Due Dates 
  Total  Less than 1 year  1-3 years  3-5 years  More than 5 Years 
Short-term loan including interest payable $57,853  $57,530  $323  $-  $- 
Notes payable(1)  68,578   68,578   -   -   - 
Taxes payable and withholding tax liabilities due to U.S. Tax Reform  39,516   6,322   6,322   9,089   17,783 
Obligation for investment contract(2)  11,184   5,441   3,446   2,297   - 
Other contractual purchase commitments, including service agreements  33,776   23,177   10,599   -   - 
Total $210,907  $161,048  $20,690  $11,386  $17,783 

(1)Notes payable do not bear interest.
(2) 

In May 2016, Hubei Henglong entered into an agreement with other parties to establish a venture capital fund, the “Chongqing Venture Fund”. Hubei Henglong has committed to make investments of RMB 120.0 million, equivalent to approximately $18.1 million, in the Chongqing Venture Fund in three installments. As of June 30, 2018, Hubei Henglong has completed a capital contribution of RMB 84.0 million, equivalent to approximately $12.7 million, representing 35.0% of the Chongqing Venture Fund’s shares. According to the agreement, the remaining capital commitment of RMB 36.0 million, equivalent to approximately $5.4 million, will be paid upon capital calls received from the Chongqing Venture Fund.

In March 2018, Hubei Henglong entered into an agreement with other parties to establish a venture capital fund, the “Hubei Venture Fund”. Hubei Henglong has committed to make an investment of RMB 76.0 million, equivalent to approximately $12.1 million, in the Hubei Venture Fund in three installments, representing 38% of the Hubei Venture Fund’s shares. As of June 30, 2018, Hubei Henglong has completed a capital contribution of RMB 38.0 million, equivalent to approximately $5.7 million. According to the agreement, the remaining capital commitment of RMB 38.0 million, equivalent to approximately $5.7 million, will be paid upon capital calls received from the Hubei Venture Fund.

47

Short-term Bank and GovernmentLong-term Loans

  

The following table summarizes the contract information of short-term and long-term borrowings between the banks, government and the Company as of June 30, 2018March 31, 2019 (figures are in thousands of USD).

 

Bank
Government		 Purpose Borrowing 
Date		 Borrowing 
Term 
(Months)		 Annual 
Interest 
Rate		 Date of 
Interest 
Payment		 Due Date Amount 
Payable on 
Due Date		  Purpose Borrowing 
Date		 Borrowing 
Term 
(Months)		  Annual 
Interest 
Rate		  Date of 
Interest 
Payment		 Due Date Amount 
Payable on 
Due Date		 
Taishin International Bank (1) Working Capital Apr 28, 2017 17 3.86% Pay monthly Sep 17, 2018 9,858 
            
Financial Bureau of Jingzhou Development Zone Working Capital Aug 17, 2017 12 1.50% Pay in arrear Aug 16, 2018 3,023 
            
Bank of China (Jingzhou Shashi) Working Capital Sep 28, 2017 12 4.57% Pay monthly Sep 27, 2018 7,557 
            
China CITIC Bank Working Capital Nov 1, 2017 12 5.22% Pay monthly Nov 1, 2018 2,267 
            
Wuhu Municipal Science and Technology Bureau Working Capital Nov 13, 2017 36 4.75% Pay quarterly Nov 12, 2020 302  Working Capital Nov 13, 2017  36   4.75% Pay quarterly Nov 12, 2020  297 
                                
China CITIC Bank Working Capital Jan 25, 2018 6 5.02% Pay in arrear Jul 23, 2018 4,521  Working Capital Aug 10, 2018  12   3.93% Pay in arrear Aug 9, 2019  1,713 
                                
China CITIC Bank Working Capital Jan 26, 2018 6 5.02% Pay in arrear Jul 24, 2018 3,163  Working Capital Aug 10, 2018  12   3.84% Pay in arrear Aug 9, 2019  4,002 
                                
China CITIC Bank Working Capital Jan 26, 2018 6 5.02% Pay in arrear Jul 24, 2018 904  Working Capital Aug 21, 2018  12   3.63% Pay in arrear Aug 20, 2019  3,438 
                                
China CITIC Bank Working Capital Jan 29, 2018 6 5.13% Pay in arrear Jul 26, 2018 2,861  Working Capital Aug 21, 2018  12   3.98% Pay in arrear Aug 20, 2019  7,138 
                                
China CITIC Bank Working Capital Jan 30, 2018 6 5.79% Pay in arrear Jul 26, 2018 2,408  Working Capital Aug 22, 2018  12   3.98% Pay in arrear Aug 20, 2019  3,855 
                                
China CITIC Bank Working Capital Jan 31, 2018 12 5.22% Pay monthly Jan 31, 2019 1,511  Working Capital Aug 23, 2018  12   3.79% Pay in arrear Aug 22, 2019  2,861 
                                
ICBC Macau Working Capital Apr 11, 2018 6 

Libor 3 months +1.35

% Pay quarterly Oct 11, 2018 19,000 
China CITIC Bank Working Capital Sep 6, 2018  12   4.01% Pay in arrear Sep 5, 2019  1,128 
                    
China CITIC Bank Working Capital Sep 7, 2018  12   3.95% Pay in arrear Sep 6, 2019  857 
                    
Shanghai Pudong Development Bank Working Capital Sep 21, 2018  10   5.23% Pay monthly Jul 20, 2019  4,455 
                    
Shanghai Pudong Development Bank Working Capital Sep 21, 2018  10   5.23% Pay monthly Jul 20, 2019  1,931 
                    
Financial Bureau of Jingzhou
Development Zone		 Working Capital Sep 27, 2018  9   3.48% Pay in arrear Jun 28, 2019  7,426 
                    
Hubei Bank Working Capital Oct 19, 2018  12   5.22% Pay monthly Oct 19, 2019  2,970 
                    
Bank of Chongqing Working Capital Oct 29, 2018  12   5.66% Pay monthly Oct 28, 2019  206 
                    
Bank of China Working Capital Nov 23, 2018  12   4.57% Pay monthly Nov 22, 2019  2,970 
                    
China CITIC Bank Working Capital Nov 28, 2018  7   5.22% Pay monthly Jul 8, 2019  2,228 
                    
Bank of China Working Capital Dec 19, 2018  12   4.57% Pay monthly Dec 18, 2019  2,970 
                    
Bank of Chongqing Working Capital Dec 28, 2018  12   5.66% Pay monthly Dec 24, 2019  97 
                    
Bank of Chongqing Working Capital Jan 30, 2019  12   5.66% Pay monthly Jan 29, 2020  81 
                    
Bank of Chongqing Working Capital Mar 5, 2019  12   5.66% Pay monthly Mar 3, 2020  170 
                    
China CITIC Bank Working Capital Mar 15, 2019  12   3.52% Pay in arrear Mar 9, 2020  1,076 
                    
China CITIC Bank Working Capital Mar 15, 2019  12   3.52% Pay in arrear Mar 11, 2020  2,094 
                    
China CITIC Bank Working Capital Mar 15, 2019  12   3.62% Pay in arrear Mar 13, 2020  4,154 
                    
China Merchants Bank Working Capital Mar 18, 2019  12   5.00% Pay monthly Mar 18, 2020  6,757 
                    
China CITIC Bank Working Capital Mar 26, 2019  12   3.52% Pay in arrear Mar 24, 2020  1,162 
                    
Agriculture Bank of China Working Capital Mar 27, 2019  12   4.35% Pay monthly Mar 26, 2020  149 
Total        $57,375                  $66,185 

 


The Company must use the loans for the purpose described in the table. For the bank loans of $4.5 million and $1.9 million, respectively, with Shanghai Pudong Development Bank, the bank loan of $7.6$6.8 million with China Merchants Bank, the bank loan of $0.1 million with Agriculture Bank of China, (Jingzhou Shashi), the bank loansloan of $2.3$3.0 million and $1.5with Hubei Bank, the bank loan of $2.2 million respectively, with China CITIC Bank, and the government loan of $0.3 million with Wuhu Municipal Science and Technology Bureau, if the Company fails to do so, it will be charged a penalty interest at 50% to 100% of the specified loan rate listed in the table above or early repayment will be triggered. Except for the loan granted by ICBC Macau as disclosed in the section “Capital Source” above, theThe Company has to pay interest at the interest rate described in the table on the 20th of each month quarter or semiannual period,quarter, as applicable. If the Company fails to do so, it will be charged compound interest at the specified rate in the above table. The Company has to repay the principal outstanding on the specified date in the table. If it fails to do so, it will be charged a penalty interest at 30% toof the specified loan rate for bank loans with Bank of China, and penalty interest at 50% of the specified loan rate. rate for bank loans with other banks.

 

The Company has complied with such financial covenants as of June 30, 2018,March 31, 2019, and believes it will continue to comply with them.

 

Notes Payable

 

The following table summarizes the contract information of issuing notes payable between the banks and the Company as of June 30, 2018March 31, 2019 (figures are in thousands of USD):

 

Purpose Term (Month)  Due Date Amount
Payable on
Due Date		  Term (Months) Due Date Amount
Payable on
Due Date		 
Working Capital(1)  6  Jul. 2018 $17,928  6 Apr. 2019 $14,783 
Working Capital  6  Aug. 2018  1,148  6 May 2019  11,945 
Working Capital  6  Sep. 2018  21,523  6 Jun. 2019  14,662 
Working Capital  6  Oct. 2018  8,890  6 Jul. 2019  11,859 
Working Capital  6  Nov. 2018  8,386  6 Aug. 2019  10,856 
Working Capital  6  Dec. 2018  10,703  6 Sep. 2019  8,152 
Total (See Note 13)     $68,578 
Total (See Note 8) $72,257 

 

(1)The notes payable were repaid in full on their respective due dates.

 

48

 

The Company must use notes payable for the purpose described in the table. If it fails to do so, the banks will no longer issue the notes payable, and it may have an adverse effect on the Company’s liquidity and capital resources. The Company has to deposit sufficient cash in the designated account of the bank on the due date of notes payable for payment to the suppliers. If the bank has advanced payment for the Company, it will be charged a penalty interest at 50% of the loan rate that is published by the People’s Bank of China for the same period. The Company complied with such financial covenants as of June 30, 2018,March 31, 2019, and believes it will continue to comply with them.

 


Cash Flows

 

(a)Operating Activities

 

Net cash used byin operating activities for the sixthree months ended June 30, 2018March 31, 2019 was $5.4$18.2 million, compared with net cash provided byused in operating activities of $22.1$7.5 million for the same period of 2017,2018, representing a decreasean increase in net cash flowoutflow of $27.5$10.7 million, which was mainly due to the net effect of (1) the decrease in net income excluding non-cash items by $7.7$4.0 million and (2) the increase in cash outflows from movements of operating assets and liabilities by $19.8 million. The increase in cash outflows was primarily due to the offsetting effect of (1) the increase in cash inflows due to the movement of accrued expenses and other payables by $5.3 million, and (2) the increase in cash inflows due to the movement of taxes payable by $9.6 million, offset by (3) the increase in cash outflows due to the movement of advance payments and others by $2.6 million, (4) the increase in cash outflows due to the movement of inventories by $18.2 million, and (5) the increase in cash outflows due to the movement of accounts and notes payable by $12.6$6.7 million.

 

(b)Investing Activities

 

Net cash provided byused in investing activities during the sixthree months ended June 30, 2018March 31, 2019 was $1.7$10.0 million, as compared to net cash usedprovided by investing activities of $39.5$30.6 million for the same period of 2017,2018, representing an increase of cash inflowsoutflows by $41.2$40.7 million, which was mainly due to (1) an increase in proceeds from maturities of short-term investments by $9.8 million, (2) a decrease in cash used in the loan to a related party by $29.0 million, (3) an increase in cash inflows due to the repayment of the loan to a related party by $20.4 million offset by (4)and (2) an increase in cash used to purchase property, plant and equipment of $7.1 million, and (5) an increase in cash usedpayment to purchase short-term investments of $10.4by $14.1 million.

   

(c)Financing Activities

 

Net cash usedprovided by financing activities for the sixthree months ended June 30, 2018March 31, 2019 was $5.4$2.0 million, compared to net cash providedused of $25.0$11.4 million for the same period of 2017,2018, representing an increase in cash outflowsinflows by $30.3$13.4 million, which was mainly due to the net effect of (1) increased cash inflows from a finance leaseback transaction by $11.8 million, offset by (2) decreased proceeds from bank loans by $39.4$4.4 million, an increase in repayment of the borrowing for sale and leaseback by $1.1 million and the decrease in repayments of bank loan by $19.2 million.

 

Off-Balance Sheet Arrangements

 

As of June 30, 2018March 31, 2019 and December 31, 2017,2018, the Company did not have any significant transactions, obligations or relationships that could be considered off-balance sheet arrangements.

 

ITEM 3.QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

 

There were no material changes to the disclosure made in the Company’s Annual Report on Form 10-K for the year ended December 31, 20172018 regarding this matter.

   

49

ITEM 4.CONTROLS AND PROCEDURES.

 

A.Disclosure Controls and Procedures

 

The Company’s management, under the supervision and with the participation of its chief executive officer and chief financial officer, Messrs. Wu Qizhou and Li Jie, respectively, evaluated the effectiveness of the Company’s disclosure controls and procedures as of June 30, 2018,March 31, 2019, the end of the period covered by this Report. The term “disclosure controls and procedures,” as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended, or the Exchange Act, means controls and other procedures of a company that are designed to ensure that information required to be disclosed by a company in the reports, such as this Form 10-Q, that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the company’s management, including its principal executive and principal financial officers, as appropriate to allow timely decisions regarding required disclosure. Based on that evaluation, Messrs. Wu and Li concluded that the Company’s disclosure controls and procedures were effective as of June 30, 2018.March 31, 2019.

 

The Company’s disclosure controls and procedures are designed to provide reasonable, not absolute, assurance that the objectives of its disclosure control system are met. Because of inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues, if any, within a company have been detected.

  

B.Changes in Internal Control Over Financial Reporting

 

There have been no changes in the Company’s internal control over financial reporting during the three months ended June 30, 2018March 31, 2019 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

 

34

PART II. — OTHER INFORMATION

 

ITEM 1.LEGAL PROCEEDINGS.

 

On January 7, 2019, three purported stockholders of the Company filed a stockholder derivative complaint on behalf of the Company against the Company’s directors Hanlin Chen, Qizhou Wu, Arthur Wong, Guangxun Xu and Robert Tung in the Delaware Court of Chancery, alleging that they had (a) breached their fiduciary duties by approving and paying excessive compensation to the non-employee directors of the Company, Arthur Wong, Guangxun Xu and Robert Tung, and (b) failed to make full and accurate disclosure of all material information with respect to director qualification and director compensation paid in 2017 in the Company’s annual proxy statement on Schedule 14A filed on October 10, 2018. The directors have engaged their own counsel to answer this complaint. On April 9, 2019, the Company moved to dismiss the complaint.

Other than as described above, (a) the Company is not a party to any pending or, to the best of the Company’s knowledge, any threatened legal proceedings. In addition,proceedings and (b) no director, officer or affiliate of the Company, or owner of record of more than five percent of the securities of the Company, or any associate of any such director, officer or security holder is a party adverse to the Company or has a material interest adverse to the Company in reference to pending litigation.

 

ITEM 1A.RISK FACTORS.

 

There have been no material changes from the risk factors previously disclosed in Item 1A of the Company’s 20172018 Annual Report on Form 10-K.

  

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

 

None.

 

ITEM 3.DEFAULTS UPON SENIOR SECURITIES.

 

None.

 

ITEM 4.MINE SAFETY DISCLOSURES.

 

Not applicable.

  

ITEM 5.OTHER INFORMATION.

 

None.

 

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ITEM 6.EXHIBITS.

 

INDEX TO EXHIBITS

 

Exhibit
Number		 Description
   
3.1(i) Certificate of Incorporation (incorporated by reference from the filing on Form 10SB12G File No. 000-33123).
   
3.1(ii) Bylaws (incorporated by reference from the Form 10SB12G File No. 000-33123).
   
10.1 Joint-venture Agreement, dated March 31, 2006, as amended on May 2, 2006, between Great Genesis Holdings Limited and Wuhu Chery Technology Co., Ltd. (incorporated by reference to Exhibit 10.8 to the Company’s Form 10-Q Quarterly Report on May 10, 2006).
   
10.2 Stock Exchange Agreement dated August 11, 2014 by and among Jingzhou City Jiulong Machinery Electricity Manufacturing Co., Ltd., China Automotive Systems, Inc. and Hubei Henglong Automotive System Group Co., Ltd. (incorporated by reference to Exhibit 10.2 to the Company’s Form 10-Q Quarterly Report on August 13, 2014).
   
10.3 English translation of Joint Venture Contract, dated as of April 27, 2018, by and between Hubei Henglong Automotive System Group Co., Ltd. and KYB (China) Investment Co., Ltd. (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on April 27, 2018).
   
31.1 Rule 13a-14(a) Certification*
   
31.2 Rule 13a-14(a) Certification*
   
32.1 Section 1350 Certification*
   
32.2 Section 1350 Certification*
   
101* The following materials from the China Automotive Systems, Inc. Quarterly Report on Form 10-Q for the quarter ended June 30, 2018,March 31, 2019, were filed on AugustMay 9, 20182019 formatted in Extensible Business Reporting Language (XBRL):

 (i)Condensed Unaudited Consolidated Statements of Operations and Comprehensive Income,
   
 (ii)Condensed Unaudited Consolidated Balance Sheets,
   
 (iii)Condensed Unaudited Consolidated Statements of Cash Flows, and
   
 (iv)related notes
   
 *filed herewith

  

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SIGNATURES

 

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

 

 CHINA AUTOMOTIVE SYSTEMS, INC.
 (Registrant)
   
Date: AugustMay 9, 20182019By:/s/Qizhou Wu
  Qizhou Wu
  President and Chief Executive Officer
   
Date: AugustMay 9, 20182019By:/s/Jie Li
  Jie Li
  Chief Financial Officer

 

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