UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-Q

 

(Mark One)

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

xQUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 for the quarterly period ended September 30, 2018

 

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

for the quarterly period ended March 31, 2019

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

 

For the transition period from _________ to _________

 

Commission file number 000-11991

 

SORL AUTO PARTS, INC.

(Exact name of registrant as specified in its charter)

 

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

 

No. 2666 Kaifaqu Avenue1169 Yumeng Road

Ruian Economic Development District

Ruian City, Zhejiang Province

People’s Republic of China

(Address of principal executive offices)

 

86-577-6581-7720

(Registrant’s telephone number)

 

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

 

Yesx No¨

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

Yesx No¨

 

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

 

Large Accelerated Filer¨Accelerated Filer¨

Non-Accelerated Filerx

Smaller Reporting Companyx

Emerging Growth Company¨

   

 

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

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act): Yes ☐ No ☒

 

Yes¨ NoxSecurities registered pursuant to Section 12(b) of the Act:

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

 

APPLICABLE ONLY TO CORPORATE ISSUERS

 

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

 

As of November 14, 2018May 15, 2019 there were19,304,921 shares of Common Stock outstanding.common stock outstanding

 

 

 

 

 

SORL AUTO PARTS, INC.

FORM 10-Q

For the QuarterThree Months Ended September 30, 2018March 31, 2019

 

INDEX

 

  Page
   
PART I.FINANCIAL INFORMATION (Unaudited)1
   
Item 1.Financial Statements:1
   
 Consolidated Balance Sheets as of September 30, 2018March 31, 2019 (Unaudited) and December 31, 2017201821
   
 Consolidated Statements of Income (Loss) and Comprehensive Income (Loss) for the Three and Nine Months Ended September 30,March 31, 2019 and 2018 and 2017 (Unaudited)32
   
 Consolidated Statements of Cash Flows for the NineThree Months Ended September 30,March 31, 2019 and 2018 and 2017 (Unaudited)43
   
 Consolidated Statements of Changes in Equity for the NineThree Months Ended September 30,March 31, 2019 and 2018 (Unaudited)54
   
 Notes to Consolidated Financial Statements (Unaudited)65
   
Item 2.Management’s Discussion and Analysis or Financial Condition and Results of Operations2120
   
Item 3.Quantitative and Qualitative Disclosures About Market Risk3025
   
Item 4.Controls and Procedures3025
   
PART II.OTHER INFORMATION3026
   
Item 1.Legal Proceedings.Proceedings3026
   
Item 1A.Risk Factors.Factors3126
   
Item 2.Unregistered Sales of Equity Securities and Use of Proceeds.Proceeds3126
   
Item 3.Defaults Upon Senior Securities.Securities3126
   
Item 4.Mine Safety Disclosures.Disclosures3126
   
Item 5.Other Information.Information3126
   
Item 6.Exhibits3126
   
SIGNATURES3227

 

i

 

 

SORL Auto Parts, Inc. and Subsidiaries

Consolidated Balance Sheets

September 30, 2018March 31, 2019 and December 31, 20172018

  March 31,
2019
  December 31,
2018
 
Assets  (Unaudited)    
Current Assets      
Cash and cash equivalents US$8,024,006  US$73,588,229 
Accounts receivable, net, including $341,110 and $261,889 from related parties as of March 31, 2019 and December 31, 2018, respectively  178,871,527   150,047,797 
Bank acceptance notes from customers  73,404,114   62,052,225 
Inventories, net  

187,384,139

   204,285,427 
Prepayments, current, including $5,129,110 and $3,670,573 to related party at March 31, 2019 and December 31, 2018, respectively  17,350,867   7,776,591 
Restricted cash, current  16,804,852   19,307,003 
Advances to related parties  98,136,035   79,739,417 
Deposits on loan agreements, current  5,197,891   - 
Other current assets, net  11,566,191   15,697,448 
Total Current Assets  

596,739,622

   612,494,137 
         
Property, plant and equipment, net  107,063,204   96,053,386 
Land use rights, net  21,355,991   21,124,455 
Intangible assets, net  132,294   220,232 
Deposits on loan agreements, non-current  5,197,891   10,199,324 
Prepayments, non-current  33,069,906   31,575,238 
Other assets, non-current  574,397   563,542 
Restricted cash, non-current  18,415,386   18,067,374 
Operating lease right of use assets  1,222,064   - 
Deferred tax assets  

3,566,545

   4,073,838 
Total Non-current Assets  

190,597,678

   181,877,389 
Total Assets US$787,337,300  US$794,371,526 
         
Liabilities and Equity        
Current Liabilities        
Accounts payable and bank acceptance notes to vendors, including $30,167,916 and $23,805,200 due to related parties as of March 31, 2019 and December 31, 2018, respectively US$226,765,213  US$236,433,718 
Deposits received from customers  53,150,261   51,529,795 
Short term bank loans  212,363,818   217,940,471 
Current portion of long term loans, net of unamortized debt issuance costs  25,086,705   21,141,029 
Income tax payable, current  3,229,510   3,421,486 
Accrued expenses  19,499,647   24,045,902 
Due to related party  6,820,963   5,959,752 
Deferred income  1,259,842   1,453,282 
Operating lease liabilities, current  

492,494

   - 
Other current liabilities  3,452,129   3,288,344 
Total Current Liabilities  

552,120,582

   565,213,779 
         
Long term loans, less current portion and net of unamortized debt issuance costs  5,426,193   14,429,404 
Operating lease liabilities, non-current  797,107   - 
Income tax payable, non-current  9,259,307   9,259,307 
Total Non-current Liabilities  15,482,607   23,688,711 
Total Liabilities  567,603,189   588,902,490 
         
Equity        
Preferred stock - no par value; 1,000,000 authorized; none issued and outstanding as of March 31, 2019 and December 31, 2018  -   - 
Common stock - $0.002 par value; 50,000,000 authorized, 19,304,921 issued and outstanding as of March 31, 2019 and December 31, 2018  38,609   38,609 
Additional paid-in capital  (28,582,654)  (28,582,654)
Reserves  

20,911,801

   20,007,007 
Accumulated other comprehensive income  10,516,102   6,655,803 
Retained earnings  186,601,111   178,535,378 
Total SORL Auto Parts, Inc. Stockholders’ Equity  

189,484,969

   176,654,143 
Noncontrolling Interest In Subsidiaries  30,249,142   28,814,893 
Total Equity  219,734,111   205,469,036 
Total Liabilities and Equity US$

787,337,300

  US$794,371,526 

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

1

SORL Auto Parts, Inc. and Subsidiaries

Consolidated Statements of Income and Comprehensive Income

For The Three months Ended March 31, 2019 and 2018 (Unaudited)

 

  September 30, 2018  December 31, 2017 
     (Unaudited)     
Assets        
Current Assets        
Cash and cash equivalents US$17,609,594  US$4,221,940 

Accounts receivable, net, including $1,506,254 and $1,297,734 from related

party at September 30, 2018 and December 31, 2017, respectively

  163,749,395   134,384,961 
Bank acceptance notes from customers  101,136,391   116,040,688 
Inventories  159,123,470   114,300,564 

Prepayments, current, including $3,094,333 and $999,527 to related parties at

September 30, 2018 and December 31, 2017, respectively

  31,442,128   8,826,004 
Restricted cash, current  19,062,778   376,236 
Advances to related parties  49,372,965   72,318,224 
Other current assets, net  14,455,642   5,555,568 
Total Current Assets  555,952,363   456,024,185 
         
Property, plant and equipment, net  86,949,053   79,828,006 
Land use rights, net  21,245,899   14,912,134 
Intangible assets, net  309,947   3,341 
Deposits on loan agreements  10,175,602   10,712,865 
Prepayments, non-current  18,474,842   16,594,987 
Restricted cash, non-current  3,488,778   - 
Deferred tax assets  3,549,947   4,240,424 
Total Non-current Assets  144,194,068   126,291,757 
Total Assets US$700,146,431  US$582,315,942 
         
Liabilities and Equity        
Current Liabilities        

Accounts payable and bank acceptance notes to vendors, including

$22,782,059 and $15,896,804 due to related parties at September 30, 2018

and December 31, 2017, respectively

 US$211,456,843  US$118,051,633 
Deposits received from customers  63,615,939   43,087,473 
Short term bank loans  143,991,909   125,380,899 
Current portion of long term loans  22,147,109   24,266,031 
Income tax payable, current  3,250,996   3,249,727 
Accrued expenses  18,604,139   25,154,658 
Due to related party  4,481,484   1,572,963 
Deferred income  605,691   1,020,273 
Other current liabilities  2,705,103   2,857,130 
Total Current Liabilities  470,859,213   344,640,787 
         
Long term loans, less current portion and net of unamortized debt issuance costs  19,318,534   37,383,224 
Income tax payable - noncurrent  9,259,307   - 
Total Non-current Liabilities  28,577,841   37,383,224 
Total Liabilities  499,437,054   382,024,011 
         
Equity        

Preferred stock - no par value; 1,000,000 authorized; none issued and

outstanding as of September 30, 2018 and December 31, 2017

  -   - 

Common stock - $0.002 par value; 50,000,000 authorized, 19,304,921 issued

and outstanding as of September 30, 2018 and December 31, 2017

  38,609   38,609 
Additional paid-in capital  (28,582,654)  (28,582,654)
Reserves  19,615,826   17,562,357 
Accumulated other comprehensive income  5,754,883   15,903,188 
Retained earnings  175,602,568   168,244,329 
Total SORL Auto Parts, Inc. Stockholders' Equity  172,429,232   173,165,829 
Noncontrolling Interest In Subsidiaries  28,280,145   27,126,102 
Total Equity  200,709,377   200,291,931 
Total Liabilities and Equity US$700,146,431  US$582,315,942 
  Three months ended
March 31,
 
  2019  2018 
       
Sales US$136,219,924  US$107,726,682 
Include: sales to related parties  10,646,746   7,701,054 
Cost of sales  99,699,354   77,527,196 
Gross profit  36,520,570   30,199,486 
         
Expenses:        
Selling and distribution expenses  12,884,567   10,037,861 
General and administrative expenses  7,374,893   4,773,778 
Research and development expenses  4,951,536   3,590,402 
Total operating expenses  25,210,996   18,402,041 
         
Other operating income, net  2,462,602   2,197,324 
         
Income from operations  13,772,176   13,994,769 
         
Interest income  1,736,775   1,488,264 
Government grants  1,792,412   133,933 
Other income  54,680   27,066 
Interest expenses  (3,972,498)  (3,353,711)
Exchange differences  

(1,061,005

)  

(601,286

)
Other expenses  (477,919)  (890,814)
         
Income before income taxes provision  11,844,621   10,798,221 
         
Provision for income taxes  1,868,767   1,605,441 
         
Net income US$9,975,854  US$9,192,780 
         
Net income attributable to noncontrolling interest in subsidiaries  1,005,327   919,278 
         
Net income attributable to common stockholders US$8,970,527  US$8,273,502 
         
Comprehensive income:        
         
Net income US$9,975,854  US$9,192,780 
Foreign currency translation adjustments  4,289,221   8,044,534 
Comprehensive income  14,265,075   17,237,314 
Comprehensive income attributable to noncontrolling interest in subsidiaries  1,434,249   1,723,731 
Comprehensive income attributable to common stockholders US$12,830,826  US$15,513,583 
         
Weighted average common share - basic  19,304,921   19,304,921 
         
Weighted average common share - diluted  19,304,921   19,304,921 
         
EPS - basic US$0.46  US$0.43 
         
EPS - diluted US$0.46  US$0.43 

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


SORL Auto Parts, Inc. and Subsidiaries

Consolidated Statements of Cash Flows

For the Three Months Ended March 31, 2019 and 2018 (Unaudited)

  Three Months Ended
March 31,
 
  2019  2018 
Cash Flows From Operating Activities      
Net income US$9,975,854  US$9,192,780 
Adjustments to reconcile net income to net cash provided by (used in) operating activities:        
Allowance for doubtful accounts  (79,426)  278,397 
Depreciation and amortization  3,382,629   2,847,303 
Deferred income tax  580,171   900,839 
Gain on disposal of property and equipment  (29,768)  - 
Amortization of debt issuance costs  181,333   372,025 
Changes in assets and liabilities:        
Accounts receivable  (25,606,528)  (32,888,322)
Bank acceptance notes from customers  (10,059,686)  12,354,888 
Inventories, net  20,637,304   996,280 
Prepayments  (9,630,754)  (14,987,105)
Other currents assets, net  3,162,436   (1,890,438)
Operating lease right of use assets  125,799  - 
Accounts payable and bank acceptance notes to vendors  (13,728,060)  63,073,488 
Deposits received from customers  621,908   5,123,039 
Income tax payable  (207,909)  (1,635,670)
Deferred income  (219,320)  (129,981)
Operating lease liabilities  (326,476)  - 
Other current liabilities and accrued expenses  (4,598,818)  (7,302,268)
Net Cash Flows Provided By (Used In) Operating Activities  (25,819,311)  36,305,255 
         
Cash Flows From Investing Activities        
Acquisition of property, equipment, plant and land use rights  (13,252,877)  (19,682,775)
Advances to related parties  (15,305,460)  (67,694,035)
Repayment of advances to related parties  -   5,821,183 
Net Cash Flows Used In Investing Activities  (28,558,337)  (81,555,627)
         
Cash Flows From Financing Activities        
Proceeds from short term bank loans  113,629,530   222,636,613 
Repayment of short term bank loans  (123,310,819)  (115,398,302)
Proceeds from related parties  739,289   264,565,400 
Repayments to related parties  -   (256,883,171)
Repayment of long term loans  (5,869,199)  (6,401,331)
Net Cash Flows Provided By (Used In) Financing Activities  (14,811,199)  108,519,209 
         
Effects on changes in foreign exchange rate  1,470,485   1,418,555 
Net change in cash, cash equivalents and restricted cash  (67,718,362)  64,687,392 
Cash, cash equivalents, and restricted cash - beginning of the period  110,962,606   4,598,176 
Cash, cash equivalents, and restricted cash - end of the period US$43,244,244  US$69,285,568 
         
Supplemental Cash Flow Disclosures:        
Interest paid US$2,903,589  US$2,278,298 
Income taxes paid US$1,471,174  US$2,340,272 
         
Non-cash Investing and Financing Transactions        
Loans from related party in the form of bank acceptance notes US$-  US$32,791,380 
Repayments to related party in the form of bank acceptance notes US$-  US$5,846,083 
         
Reconciliation of cash, cash equivalents, and restricted cash to the consolidated balance sheets        
Cash and cash equivalents US$8,024,006  US$22,682,734 
Restricted cash, current  16,804,852   46,602,834 
Restricted cash, non-current  18,415,386   - 
Total cash, cash equivalents, and restricted cash at end of the period US$43,244,244  US$69,285,568 

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

3

SORL Auto Parts, Inc. and Subsidiaries

Consolidated Statements of Changes in Equity

For The Three Months Ended March 31, 2019 and 2018 (Unaudited)

                 Accumulated  Total SORL Auto       
        Additional        Other  Parts, Inc.       
  Number of  Common  Paid-in     Retained  Comprehensive  Stockholders’  Noncontrolling  Total 
  Share  Stock  Capital  Reserves  Earnings  Income  Equity  Interest  Equity 
Balance as of December 31, 2018  19,304,921  $38,609  $(28,582,654) $20,007,007  $178,535,378  $6,655,803  $176,654,143  $28,814,893  $205,469,036 
                                     
Net income  -   -   -   -   

8,970,527

   -   

8,970,527

   

1,005,327

   9,975,854 
                                     
Foreign currency translation adjustment  -   -   -   -   -   3,860,299   3,860,299   428,922   4,289,221 
                                     
Transfer to reserve  -   -   -   904,794   (904,794)  -   -   -   - 
                                     
Balance as of March 31, 2019  19,304,921  $38,609  $(28,582,654) $20,911,801  $186,601,111  $

10,516,102

  $189,484,969  $30,249,142  $219,734,111 
                                     
                 Accumulated  Total SORL Auto       
        Additional        Other  Parts, Inc.       
  Number of  Common  Paid-in     Retained  Comprehensive  Stockholders’  Noncontrolling  Total 
  Share  Stock  Capital  Reserves  Earnings  Income  Equity  Interest  Equity 
Balance as of December 31, 2017  19,304,921  $38,609  $(28,582,654) $17,562,357  $168,244,329  $15,903,188  $173,165,829  $27,126,102  $200,291,931 
                                     
Net income  -   -   -   -   8,273,502   -   8,273,502   919,278   9,192,780 
                                     
Foreign currency translation adjustment  -   -   -   -   -   7,240,081   7,240,081   804,453   8,044,534 
                                     
Transfer to reserve  -   -   -   827,350   (827,350)  -   -   -   - 
                                     
Balance as of March 31, 2018  19,304,921  $38,609  $(28,582,654) $18,389,707  $175,690,481  $23,143,269  $188,679,412  $28,849,833  $217,529,245 

   

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

statements

2


SORL Auto Parts, Inc. and Subsidiaries

Consolidated Statements of Income (Loss) and Comprehensive Income (Loss)

For the Three and Nine Months Ended September 30, 2018 and 2017 (Unaudited)

 

  Three Months Ended September 30,  Nine Months Ended September 30, 
  2018  2017  2018  2017 
             
Sales US$108,584,331  US$101,329,628  US$344,815,965  US$267,589,953 
Include: sales to related parties  9,333,959   7,401,464   22,997,540   13,479,162 
Cost of sales  82,249,456   74,027,933   253,851,334   194,703,290 
Gross profit  26,334,875   27,301,695   90,964,631   72,886,663 
                 
Expenses:                
Selling and distribution expenses  13,160,875   8,283,704   37,154,745   22,877,889 
General and administrative expenses  5,051,684   4,761,787   17,519,873   13,517,222 
Research and development expenses  4,478,298   2,941,243   13,400,656   7,477,902 
Total operating expenses  22,690,857   15,986,734   68,075,274   43,873,013 
                 
Other operating income, net  2,959,269   473,610   7,535,820   1,185,958 
                 
Income from operations  6,603,287   11,788,571   30,425,177   30,199,608 
                 
Interest income  547,455   16,150   2,847,299   38,175 
Government grants  2,239,250   1,006,033   2,982,775   1,119,337 
Other income  229,520   47,262   432,213   47,976 
Interest expenses  (3,331,554)  (804,499)  (10,214,681)  (1,827,835)
Exchange differences  906,538   (684,047)  1,396,460   (1,193,897)
Other expenses  (55,835)  (202,735)  (1,200,920)  (343,024)
                 
Income before income taxes provision  7,138,661   11,166,735   26,668,323   28,040,340 
                 
Provision for income taxes  12,130,789   1,627,721   14,974,982   4,225,404 
                 
Net income (loss) US$(4,992,128) US$9,539,014  US$11,693,341  US$23,814,936 
                 
Net income attributable to noncontrolling interest in subsidiaries  613,086   953,901   2,281,633   2,381,493 
                 
Net income (loss) attributable to common stockholders US$(5,605,214) US$8,585,113  US$ 9,411,708  US$21,433,443 
                 
Comprehensive income (loss):                
                 
Net income (loss) US$(4,992,128) US$9,539,014  US$11,693,341  US$23,814,936 
Foreign currency translation adjustments  (8,307,355)  3,856,038   (11,275,895)  7,990,990 
                 
Comprehensive income (loss)  (13,299,483)  13,395,052   417,446   31,805,926 
Comprehensive income (loss) attributable to noncontrolling interest in subsidiaries  (217,650)  1,339,505   1,154,043   3,180,592 
Comprehensive income (loss) attributable to common stockholders US$(13,081,833) US$12,055,547  US$ (736,597) US$28,625,334 
                 
Weighted average common share - basic  19,304,921   19,304,921   19,304,921   19,304,921 
                 
Weighted average common share - diluted  19,304,921   19,304,921   19,304,921   19,304,921 
                 
EPS - basic US$(0.29) US$0.44  US$0.49  US$1.11 
                 
EPS - diluted US$(0.29) US$0.44  US$0.49  US$1.11 

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

3

SORL Auto Parts, Inc. and Subsidiaries

Consolidated Statements of Cash Flows

For the Nine Months Ended September 30, 2018 and 2017 (Unaudited)

  Nine Months Ended September 30, 
  2018  2017 
       
Cash Flows From Operating Activities        
Net income US$11,693,341  US$23,814,936 
Adjustments to reconcile net income to net cash provided by operating activities:        
         
Allowance for doubtful accounts  179,744   759,854 
Depreciation and amortization  8,926,695   6,623,082 
Amortization of debt issuance costs  966,547   42,583 
Gain on disposal of fixed assets  (73,809)  - 
Deferred income tax  520,741   - 
Changes in assets and liabilities:        
Account receivable  (38,780,246)  (19,276,498)
Bank acceptance notes from customers  68,016,837   2,056,320 
Other currents assets  (9,983,968)  (2,317,124)
Inventories  (52,611,953)  (13,792,530)
Prepayments  (19,823,567)  (1,312,081)
Accounts payable and bank acceptance notes to vendors  86,724,938   1,347,005 
Income tax payable  7,432,808   909,912 
Deposits received from customers  24,058,536   16,516,529 
Deferred income  (382,627)  - 
Other current liabilities and accrued expenses  (5,671,820)  (371,575)
Net Cash Flows Provided By Operating Activities  81,192,197   15,000,413 
         
Cash Flows From Investing Activities        
Acquisition of property, equipment, and land use rights  (40,142,267)  (36,882,570)
Deposit for acquisition of land use rights   -   (2,982,537)
Acquisition of intangible assets  (367,931)   - 
Advances to related parties  (214,800,362)  (8,919,241)
Repayments of advances to related parties  222,337,244   - 
Net Cash Flows Used In Investing Activities  (32,973,316)  (48,784,348)
         
Cash Flows From Financing Activities        
Proceeds from short term bank loans  353,441,949   84,149,040 
Repayments of short term bank loans  (325,651,416)  (36,149,680)
Proceeds from related parties  311,692,664   93,191,843 
Repayments to related parties  (328,624,110)  (113,071,629)
Repayments of long term loans  (18,957,775)  - 
Net Cash Flows Provided By (Used In) Financing Activities  (8,098,688)  28,119,574 
         
Effects on changes in foreign exchange rate  (4,557,219)  484,733 
         
Net change in cash, cash equivalents, and restricted cash  35,562,974   (5,179,628)
         
Cash, cash equivalents, and restricted cash - beginning of the period  4,598,176   13,533,776 
         
Cash, cash equivalents, and restricted cash - end of the period US$40,161,150  US$8,354,148 
         
Supplemental Cash Flow Disclosures:        
Interest paid US$7,849,753  US$1,255,540 
Income taxes paid US$5,157,755  US$3,272,909 
         
Non-cash Investing and Financing Transactions        
Repayments to related party in the form of bank acceptance notes US$5,846,083  US$- 
Loans from related parties in the form of bank acceptance notes US$33,721,267  US$23,515,527 
Repayments from related party in the form of bank acceptance notes US$26,771,056  US$- 
         
Reconciliation of cash, cash equivalents, and restricted cash to the consolidated balance sheets        
Cash and cash equivalents US$17,609,594  US$7,653,174 
Restricted cash, current  19,062,778   700,974 
Restricted cash, non-current  3,488,778   - 
Total cash, cash equivalents, and restricted cash US$40,161,150  US$8,354,148 

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

4

SORL Auto Parts, Inc. and Subsidiaries

Consolidated Statements of Changes in Equity

For The Nine Months Ended September 30, 2018 (Unaudited)

  Number of
Share
  Common
Stock
  Additional
Paid-in
Capital
  Reserves  Retained
Earnings
  Accumulated
Other
Comprehensive
Income
  Total SORL Auto
Parts, Inc.
Stockholders'
Equity
  Noncontrolling
Interest
  Total Equity 
Balance as of December 31, 2017  19,304,921  $38,609  $(28,582,654) $17,562,357  $168,244,329  $15,903,188  $173,165,829  $27,126,102  $200,291,931 
                                     
Net income  -   -   -   -   9,411,708   -   9,411,708   2,281,633   11,693,341 
                                     
Foreign currency translation adjustment  -   -   -   -   -   (10,148,305)  (10,148,305)  (1,127,590)  (11,275,895)
                                     
Transfer to reserves  -   -   -   2,053,469   (2,053,469)  -   -   -   - 
                                     
Balance as of September 30, 2018  19,304,921  $38,609  $(28,582,654) $19,615,826  $175,602,568  $5,754,883  $172,429,232  $28,280,145  $200,709,377 

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

5

SORL Auto Parts, Inc. and Subsidiaries

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2018March 31, 2019

(Unaudited)

NOTE A - DESCRIPTION OF BUSINESS

 

SORL Auto Parts, Inc. (together with its subsidiaries, “we,” “us,” “our” or the “Company” or “SORL”), a Delaware corporation incorporated on March 24, 1982, is principally engaged in the manufacture and distribution of vehicle brake systems and other key safety-related components, through its 90% ownership of Ruili Group Ruian Auto Parts Co., Ltd. (the “Joint Venture” or “Ruian”). The Company distributes products both in China and internationally under SORL trademarks. The Company’s product range includes 140 categories and over 2,000 different specifications.

 

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

  

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

  

NOTE B - BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES

 

(1)BASIS OF PRESENTATION

 

The consolidated financial statements include the accounts of the Company and its majority owned subsidiaries. All intercompany balances and transactions have been eliminated in the consolidation. Certain information and footnote disclosures normally included in financial statements prepared in conjunction with generally accepted accounting principles have been condensed or omitted as permitted by the rules and regulations of the United States Securities and Exchange Commission (“SEC”), although the Company believes that the disclosures contained in this report are adequate to make the information presented not misleading. The consolidated balance sheet information as of December 31, 20172018 was derived from the consolidated audited financial statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2017.2018. These consolidated financial statements should be read in conjunction with the annual consolidated audited financial statements and the notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2017,2018, and other reports filed with the SEC.

 

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


6

(2)SIGNIFICANT ACCOUNTING POLICIES

 

a. ACCOUNTING METHOD

a.ACCOUNTING METHOD

 

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

 

b. USE OF ESTIMATES

b.USE OF ESTIMATES

 

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

 

c. FAIR VALUE OF FINANCIAL INSTRUMENTS

c.FAIR VALUE OF FINANCIAL INSTRUMENTS

 

For certain of the Company’s financial instruments, including cash and cash equivalents, restricted cash, accounts receivable and payable, bank acceptance notes from customers and to vendors, inventories, current prepayments, current deposits on loan agreements, other current assets, accounts payable and bank acceptance notes to vendors, short term bank loans, deposits received from customers, current portion of long term loans, deposits received from customers, deferred income, current income tax payable, accrued expenses, current operating lease liabilities, and other current liabilities, the carrying amounts approximate fair values due to their short maturities.

 

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

  

d. RESTRICTED CASH

d.RESTRICTED CASH

 

Restricted cash, current consists of bank deposits used to pledge bank acceptance notes, and deposits for obtaining letters of credit from a local bank.

Restricted cash, non-current represents deposits guaranteed for construction projects.

The Company entered into credit agreements with commercial banks in China (“endorsing banks”) which agree to provide credit within stipulated limits. Within the stipulated credit limits, the Company can issue bank, acceptance notes to its suppliers as payments for the purchases. In order to issue bank acceptance notes, the Company is generally required to make initial deposits or pledge notes receivable to the endorsing banks in amounts of certain percentage of the face amount of the bank acceptance notes to be issued by the Company. The cash in such accounts is restricted for use over the terms of the bank acceptance notes, which are normally three to six months. As of September 30, 2018 and December 31, 2017, restricted cash of $15,995,561 and $0, respectively, was used to pledge the bank acceptance notes.

The Company obtained letters of credit from Industrial Bank Co., Ltd., which agreed to provide guarantee that the Company would make timely payment to its sellers for any purchases. Deposits of $159,902 and $275,474, respectively, were required for this purpose as of September 30, 2018 and December 31, 2017.

The Company obtained letters of credit from China Zheshang Bank, which agreed to provide guarantee for the Company’s construction projects on land use rights at the intersection of Xianghe Road and North Wansong Road, Binhai New District, Ruian City, Zhejiang Province, China. Deposits of $3,488,778 and $0, respectively, were required by China Zheshang Bank for this purpose during the construction period as of September 30, 2018 and December 31, 2017, and were included in restricted cash, non-current.

As of September 30, 2018, the Company had a bank deposit of $2,907,315 held as a guarantee for the loans obtained by Wenzhou Lichuang Automobile Parts Co., Ltd., a related party, from China Merchant Bank.the bank. Also see Note ED for details.details on the guarantee provided to related party.

 

Restricted cash, non-current consists of deposits guaranteed for construction projects and the non-current portion of certain bank deposits used to pledge for bank acceptance notes.

7e.RELATED PARTY TRANSACTIONS

e. RELATED PARTY TRANSACTIONS

 

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

f. BANK ACCEPTANCE NOTES FROM CUSTOMERS


f.BANK ACCEPTANCE NOTES RECEIVABLE

 

Bank acceptance notes from customers,receivable generally due within six months and with specific payment terms and definitive due dates, are comprised of the notes issued by some customers to pay certain outstanding receivable balances to the Company, and the notes issued by the customers of related parties and transferred to the Company as loans from related parties or repayments from related parties. Bank acceptance notes do not bear interest. As of September 30, 2018March 31, 2019 and December 31, 2017,2018, bank acceptance notes from customers in the amount of $91,703,928$65,408,481 and $95,914,724,$58,458,890, respectively, were pledged to endorsing banks to issue either short term bank loans or bank acceptance notes to vendors. The banks charge discount fees if the Company chooses to discount the bank acceptance notes from customers for cash before the maturity of the notes and such discount fees are included in interest expenses inon the accompanying unaudited consolidated statements of income (loss) and comprehensive income (loss).income.

 

g. REVENUE RECOGNITION

The Company has adopted Accounting Standards Codification Topic 606, “Revenue from Contracts with Customers” (“ASC 606”) effective as of January 1, 2018. The Company has chosen to use the full retrospective transition method, under which it is required to revise its consolidated financial statements for the year ended December 31, 2017 as well as any applicable interim periods within the year ended December 31, 2017, as if ASC 606 had been effective for those periods. Under ASC 606, the Company recognizes revenue when a customer obtains control of promised goods, in an amount that reflects the consideration which the Company expects to receive in exchange for the goods. To determine revenue recognition for arrangements within the scope of ASC 606, the Company performs the following five steps: (1) identify the contracts with a customer; (2) identify the performance obligations in the contract; (3) determine the transaction price; (4) allocate the transaction price to the performance obligations in the contract; and (5) recognize revenue when or as the entity satisfies a performance obligation. The Company only applies the five-step model to contracts when it is probable that the entity will collect the consideration it is entitled to in exchange for the goods it transfers to the customer. See Note C for assessment on the impact of adopting ASC 606, and Note M for details on revenues from contracts with customers.

h. FOREIGN CURRENCY TRANSLATION

g.FOREIGN CURRENCY TRANSLATION

 

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

 

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

8

NOTE C - RECENTLY ISSUEDADOPTED ACCOUNTING PRONOUNCEMENTS

 

In May 2014,

On January 1, 2019, the FASB issuedCompany adopted Accounting Standards Update (ASU) 2016-02, Leases (as amended by ASU 2018-01, 2018-10, 2018-11, 2018-20, and 2019-01, collectively ASC 606. ASC 606 outlines a single set of comprehensive principles for recognizing revenue under U.S. GAAP and supersedesTopic 842), using the revenue recognition guidance existed at the time. The main principle of ASC 606 is that revenue should be recognized to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled to in exchange for those goods or services.modified retrospective method. The Company applied the ASC and its related updates on a full retrospective basis as of January 1, 2018. The adoption of ASC 606 did not impact the previously reported financial statements in any prior period nor did it result in a cumulative effect adjustment to retained earnings. See Note M for additional information.

In November 2016, the FASB issued ASU 2016-18, “Statement of Cash Flows (Topic 230): Restricted Cash”. These amendments require that a statement of cash flows explain the change during the period in the total of cash, cash equivalents, and amounts generally described as restricted cash or restricted cash equivalents. As a result, amounts generally described as restricted cash and restricted cash equivalents should be included with cash and cash equivalents when reconciling the beginning-of-period and end-of-period total amounts shown on the statement of cash flows. The amendments do not provide a definition of restricted cash or restricted cash equivalents. The Company adopted ASU 2016-18 effective January 1, 2018. As a result of the adoption, net cash used in investing activities was adjusted to exclude the change in restricted cash, resulting in a decrease of $4,871,113 in net cash used in investing activities in the amount previously reported for the nine months ended September 30, 2017. Restricted cash was included with cash and cash equivalents when reconciling the beginning-of-period and end-of-period total amounts shown on the consolidated statements of cash flows.

In March 2018, the FASB issued ASU 2018-05, "Income Taxes (Topic 740) - Amendments to SEC Paragraphs Pursuant to SEC Staff Accounting Bulletin No. 118". The amendments in this ASU add SEC paragraphs pursuant to the SEC Staff Accounting Bulletin No. 118, which expresses the view of the staff regarding application of Topic 740, Income Taxes, in the reporting period that includes December 22, 2017 - the date on which the Tax Cuts and Jobs Act was signed into law. The amendments are effective upon addition to the FASB Accounting Standards Codification. The Company adopted this standard and evaluated the impact from the Tax Cut and Jobs Act pursuant to SAB 118, see Note N for further disclosures.

In July 2018, the FASB issued ASU 2018-09, “Codification Improvements”, which affects a wide variety of Topics in the Codification and applies to all reporting entities within the scope of the affected accounting guidance. These amendments represent changes to clarify, correct errors in, or make minor improvements to the Codification, eliminating inconsistencies and providing clarifications in current guidance. Some of the amendments do not require transition guidance and will be effective upon issuance. However, many of the amendments do have transition guidance with effective dates for annual periods beginning after December 15, 2018, for public business entities. The Company is currently evaluating the impact of the adoption of ASU No. 2018-09 on its consolidated financial statements.

In July 2018, the FASB issued ASU 2018-10, “Codification Improvements to Topic 842, Leases”. These amendments affect narrow aspects of the guidance issued in the amendments in ASU 2016-02 including those regarding residual value guarantees, rate implicit in the lease, lessee reassessment of lease classification, lessor reassessment of lease term and purchase option, variable lease payments that depend on an index or a rate, investment tax credits, lease term and purchase option, transition guidance for amounts previously recognized in business combinations, certain transition adjustments, transition guidance for leases previously classified as capital leases under Topic 840, transition guidance for modifications to leases previously classified as direct financing or sales-type leases under Topic 840, transition guidance for sale and leaseback transactions, impairment of net investment in the lease, unguaranteed residual asset, effect of initial direct costs on rate implicit in the lease, and failed sale and leaseback transactions. For entities that early adopted Topic 842, the amendments are effective upon issuance of ASU 2018-10, andelected the transition method which allows entities to initially apply the requirements are the same as those in Topic 842. For entities that have not adopted Topic 842, the effective date and transition requirements will be the same as the effective date and transition requirements in Topic 842. The Company is currently evaluating the impact of the adoption of ASU 2018-10 on its consolidated financial statements.

In July 2018, the FASB issued ASU 2018-11, Leases (Topic 842): Targeted Improvements. The amendments in this ASU affect the guidance issued in ASU 2016-02, Leases (Topic 842), which is not yet effective. The amendments provide entities with an additional (and optional) transition method to adopt the new leases standard. Under this new transition method, an entity initially applies the new leases standard at the adoption date and recognizesby recognizing a cumulative-effect adjustment to the opening balance of retained earnings in the period of adoption. As a result of electing this transition method, previously reported financial information has not been restated to reflect the application of the new standard to the comparative periods presented. The amendments also provide lessorsCompany elected the package of practical expedients permitted under the transition guidance within ASC 842, which among other things, allows the Company to carry forward certain historical conclusions reached under ASC Topic 840 regarding lease identification, classification, and the accounting treatment of initial direct costs. The Company elected not to record assets and liabilities on its consolidated balance sheet for new or existing lease arrangements with terms of 12 months or less. The Company recognizes lease expenses for such leases on a straight-line basis over the lease term. In addition, the Company elected the land easement transition practical expedient toand did not separate non-lease components from the associatedreassess whether an existing or expired land easement is a lease component and, instead, to accountor contains a lease if it has not historically been accounted for those components as a single component in certain circumstances. Forlease.

The primary impact of applying ASC Topic 842 is the entities that have not adoptedinitial recognition of $1.6million of lease liabilities and corresponding right-of-use assets on the Company’s consolidated balance sheet as of January 1, 2019, for leases classified as operating leases under ASC Topic 842,840, as well as enhanced disclosure of the effective date for this ASU are the sameCompany’s leasing arrangements. There is no cumulative effect to retained earnings or other components of equity recognized as those for ASU 2016-02, which is effective for fiscal years beginning after December 15, 2018,of January 1, 2019 and interim periods within those fiscal years. The Company is currently evaluating the impact of the adoption of ASU No. 2018-11 on itsthis standard did not impact the consolidated financial statements.

In August 2018,statement of income and comprehensive income or consolidated statement of cash flows of the FASB issued ASU 2018-13, “Fair Value Measurement (Topic 820), – Disclosure Framework – Changes to the Disclosure Requirements for Fair Value Measurement,” which makes a number of changes meant to add, modify or remove certain disclosure requirements associated with the movement amongst or hierarchy associated with Level 1, Level 2 and Level 3 fair value measurements. The amendments in this Update modify the disclosure requirements on fair value measurements based on the concepts in FASB Concepts Statement, Conceptual Framework for Financial Reporting—Chapter 8: Notes to Financial Statements, including the consideration of costs and benefits. The amendments on changes in unrealized gains and losses, the range and weighted average of significant unobservable inputs used to develop Level 3 fair value measurements, and the narrative description of measurement uncertainty should be applied prospectively for only the most recent interim or annual period presented in the initial fiscal year of adoption. All other amendments should be applied retrospectively to all periods presented upon their effective date. The amendments are effective for all entities for fiscal years beginning after December 15, 2019, and interim periods within those fiscal years, with early adoption permitted.Company. The Company is currently evaluating the potential impactsdoes not have finance lease arrangements as of ASU 2018-13 on its consolidated financial statements.March 31, 2019. See Note N for further discussion.

NOTE D – RECLASSIFICATIONS

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

 

9

8

 

 

NOTE ED - RELATED PARTY TRANSACTIONS

 

Related parties with whom the Company conducted business during the reporting periods consist of the following:

 

Name of Related Party Nature of Relationship
Xiao Ping Zhang Principal shareholder, Chairman of the Board and Chief Executive Officer
   
Shu Ping Chi Shareholder, member of the Board, wife of Xiao Ping Zhang
   
Xiao Feng Zhang Shareholder, member of the Board, brother of Xiao Ping Zhang
   
Ruili Group Co., Ltd. ("(“Ruili Group"Group”) 10% shareholder of Joint Venture and is collectively controlled by Xiao Ping Zhang, Shu Ping Chi, and Xiao Feng Zhang
   
Guangzhou Ruili Kormee Automotive Electronic Control Technology Co., Ltd. ("(“Guangzhou Kormee"Kormee”) Controlled by Ruili Group
   
Wenzhou Ruili Kormee Automotive Electronics Co., Ltd. (“Ruian Kormee” and formerly known as “Ruian Kormee Automobile Braking Co., Ltd.”) Wholly controlled by Guangzhou Kormee
   
Changchun Kormee Auto Electric Co., Ltd. (“Changchun Kormee”)Wholley controlled by Guangzhou Kormee
Shanghai Dachao Electric Technology Co., Ltd. ("(“Shanghai Dachao"Dachao”) Ruili Group holds 49% of the equity interests in Shanghai Dachao
   
Ruili MeiLian Air Management System (LangFang) Co., Ltd. ("(“Ruili Meilian"Meilian”) Controlled by Ruili Group
   
Wenzhou Lichuang Automobile Parts Co., Ltd. ("(“Wenzhou Lichuang"Lichuang”) Controlled by Ruili Group
   
Ningbo Ruili Equipment Co., Ltd. ("(“Ningbo Ruili"Ruili”) Controlled by Ruili Group
   
Shanghai Ruili Real Estate Development Co., Ltd. ("(“Shanghai Ruili"Ruili”) Wholly owned by Ruili Group
   
Kunshan Yuetu Real Estate Development Co., Ltd. ("(“Kunshan Yuetu"Yuetu”) Collectively owned by Ruili Group and Shu Ping Chi
   
Shanghai Tabouk Auto Components Co., Ltd. ("(“Shanghai Tabouk"Tabouk”) Collectively owned by Xiao Feng Zhang and Xiao Ping Zhang
   
Hangzhou Ruili Property Development Co., Ltd. Collectively owned by Ruili Group and Xiao Ping Zhang
Hangzhou Hangcheng Friction Material Co., Ltd. (“Hangzhou Hangcheng”)Controlled by Ruili Group
Hangzhou Ruili Binkang Real Estate Development Co. Ltd.Controlled by Hangzhou Ruili Property Development Co., Ltd.
Hangzhou Ruili Real Estate Group Co. Ltd.Controlled by Ruili Group

 

The Company continues to purchase primarily packaging materials from Ruili Group. In addition, the Company purchases automotive components from other related parties, including Guangzhou Kormee, Ruian Kormee, Ruili Meilian, Shanghai Dachao, Wenzhou Lichuang, Hangzhou Hangcheng, Changchun Kormee, and Ningbo Ruili. As of September 30, 2018, the Company did not receive all the materialsmolds from Ningbo Ruili purchased during the three and nine months then ended. The unreceived purchases from the relate party are recorded as prepayments, current on the accompanying consolidated balance sheets.used in its production.

 

The Company sells certain automotive products to the Ruili Group. The Company also sells parts to Guangzhou Kormee, Ruian Kormee, Shanghai Tabouk, RuianChangchun Kormee and Ruili Meilian.

10

The following related party transactions occurred duringfor the three and nine months ended September 30, 2018March 31, 2019 and 2017:2018:

  

 Nine Months Ended September 30,  Three Months Ended September 30,  

Three Months Ended

March 31,

 
 2018  2017  2018  2017  2019  2018 
PURCHASES FROM:                     
Guangzhou Ruili Kormee Automotive Electronic Control Technology Co., Ltd. $2,343,015  $1,449,946  $598,920  $989,679  $3,087,121  $- 
Wenzhou Ruili Kormee Automotive Electronics Co., Ltd.  1,996,094   1,085,483   582,998   401,132   662,454   355,493 
Shanghai Dachao Electric Technology Co., Ltd.  866,382   55,230   489,695   -   235,170   145,618 
Ruili MeiLian Air Management System (LangFang) Co., Ltd  5,786,608   3,613,415   812,202   1,373,241 
Ruili MeiLian Air Management System (LangFang) Co., Ltd.  76,802   2,471,243 
Ruili Group Co., Ltd.  5,991,237   3,845,123   2,024,487   1,382,956   1,855,637   1,716,788 
Hangzhou HangCheng Friction Material Co., Ltd.  14,792   - 
Ningbo Ruili Equipment Co., Ltd.  2,044,168   -   2,044,168   -   537,301   - 
Changchun Kormee Auto Electric Co., Ltd.  35,943   - 
Wenzhou Lichuang Automobile Parts Co., Ltd.  11,251,687   -   3,706,795   -   2,096,145   1,781,716 
Total purchases $30,279,191  $10,049,197  $10,259,265  $4,147,008  $8,601,365  $6,470,858 
                
SALES TO:                        
Wenzhou Ruili Kormee Automotive Electronics Co., Ltd. $25,136  $- 
Guangzhou Ruili Kormee Automotive Electronic Control Technology Co., Ltd. $8,086,219  $4,874,568  $2,271,413  $972,084   2,757,243   2,353,028 
Wenzhou Ruili Kormee Automotive Electronics Co., Ltd.  63,112   115,429   8,641   12,187 
Ruili MeiLian Air Management System (LangFang) Co., Ltd  1,048,005   634,022   204,192   388,287 
Ruili MeiLian Air Management System (LangFang) Co., Ltd.  638,902   529,873 
Ruili Group Co., Ltd.  12,570,554   7,855,143   6,494,382   900,859   6,842,914   4,411,287 
Changchun Kormee Auto Electric Co., Ltd.  35,943   - 
Shanghai Tabouk Auto Components Co., Ltd.  1,229,651   -   355,331   -   346,608   406,866 
Total sales $22,997,541  $13,479,162  $9,333,959  $2,273,417  $10,646,746  $7,701,054 

 

11
  

As of

March 31,

2019

  

As of

December 31,

2018

 
ADVANCES TO RELATED PARTY      
       
Ruili Group Co., Ltd. $98,136,035  $79,739,417 
         
Total $98,136,035  $79,739,417 
         
ACCOUNTS RECEIVABLE FROM RELATED PARTY      
       
Shanghai Tabouk Auto Components Co., Ltd $341,110  $261,889 
         
Total $341,110  $261,889 
         
PREPAYMENT TO RELATED PARTY        
         
Ningbo Ruili Equipment Co., Ltd. $5,129,110  $3,670,573 
         
 Total $5,129,110  $3,670,573 
         
ACCOUNTS PAYABLE TO RELATED PARTIES        
         
Guangzhou Ruili Kormee Automotive Electronic Control Technology Co., Ltd.  24,562,350   7,877,485 
Shanghai Dachao Electric Technology Co., Ltd.  28,958   56,883 
Ruili MeiLian Air Management System (LangFang) Co., Ltd.  622,908   5,628,155 
Wenzhou Lichuang Auto Parts Co., Ltd.  4,953,700   9,898,777 
Changchun Kormee Auto Electric Co., Ltd.  -   9,206 
Hangzhou HangCheng Friction Material Co., Ltd.  -   334,694 
         
Total $30,167,916  $23,805,200 

 


  As of September 30, 2018  As of December 31, 2017 
  2018  2017 
ADVANCES TO RELATED PARTIES        
         
Ruili Group Co., Ltd.  49,372,965   5,711,605 
Shanghai Ruili Real Estate Development Co., Ltd.  -   65,069,497 
Kunshan Yuetu Real Estate Development Co., Ltd. $-  $1,537,122 
         
Total advances to related parties $49,372,965  $72,318,224 
         
   2018   2017 
ACCOUNTS RECEIVABLE        
         
Shanghai Tabouk Auto Components Co., Ltd $1,506,254  $1,297,734 
Total accounts receivable $1,506,254  $1,297,734 
         
PREPAYMENTS, CURRENT        
         
Ningbo Ruili Equipment Co., Ltd. $3,094,333  $999,527 
Total prepayments, current $3,094,333  $999,527 
         
ACCOUNTS PAYABLE TO RELATED PARTIES        
         
Guangzhou Ruili Kormee Automotive Electronic Control Technology Co., Ltd.  10,651,384   3,414,719 
Shanghai Dachao Electric Technology Co., Ltd.  111,574   83,178 
Ruili MeiLian Air Management System(LangFang)Co.,Ltd  2,682,174   1,993,787 
Wenzhou Lichuang Automobile Parts Co., Ltd.  9,336,927   10,405,120 
Total accounts payable to related parties $22,782,059  $15,896,804 
         
DUE TO RELATED PARTY        
         
Wenzhou Ruili Kormee Automotive Electronics Co., Ltd. $4,481,484  $1,572,963 
Total due to related party $4,481,484  $1,572,963 
  

As of

March 31,

2019

  

As of

December 31,

2018

 
DUE TO RELATED PARTY      
       
Wenzhou Ruili Kormee Automotive Electronics Co., Ltd. $6,820,963  $5,959,752 
         
  $6,820,963  $5,959,752 

 

From time to time, the Company borrows from Ruili Group and its controlled companies for working capital purposes. In order to obtain the loans and mutually benefit both the debtor and creditor of the arrangement, the Company also advances to Ruili Group and its controlled companies in a short term. All the loans from related parties are non-interest bearing, unsecured and due on demand. The advances to Ruili Group are non-interest bearing, unsecured, and due on demand and the advances to Shanghai Ruili and Kunshan Yuetu arewere due on demand, unsecured, and bear no interest during the year ended December 31, 2017. In year 2018, the Company charged Ruili Group an interest on the average balance advanced to them. The Company recorded interests of $1,394,267 with Ruili Group during the three months ended March 31, 2019, representing an effective interest rate of 5.22%approximately 6.33% per annum. The advances to Shanghai Ruili and Kunshan Yuetu were fully repaid as of September 30, 2018.

 

During the ninethree months ended September 30, 2018,March 31, 2019, the Company obtained loansnet proceeds of $311,692,664$739,289 in cash and $33,721,267 in the form of bank acceptance notes from related parties. Repayments in cash and bank acceptance notes to related parties totaled $334,470,193 and $5,846,083, respectively. In the same period, the Company advanced to its related parties in the total amountprovided Ruili Group net proceeds of $214,800,362 and received cash repayments from related parties amounted to $222,337,244. During the nine months ended September 30, 2017, the Company obtained loans of $93,191,843 in cash and $23,515,527 in the form of bank acceptance notes from related parties. Repayments in cash to related parties amounted to $113,071,629.$15,305,460.

 

The Company entered into a lease agreement with Ruili Group. See Note ON for more details.

 

During the nine months ended September 30, 2018, the Company made a bank deposit of $2,907,315 used as a guarantee for loans obtained by Wenzhou Lichuang from China Merchant Bank. The amount was included in restricted cash, current. Also see Note B.

12

The Company provided a guarantee for the credit line granted to Ruili Group by the China Merchants Bank in the amount of RMB 50,000,000 (approximately $7,699,889) for a period from July 29, 2015 until two years after the due date of each loan withdrawn by Ruili Group under the credit line. The credit line was replaced by the one issued by the same bank in the amount of RMB 40,000,000 (approximately $5,766,181)$ 5,828,185) for a period of 12 months starting on October 24, 2016. The credit line was renewed on October 19, 2017 for 6 months. On April 23,13, 2018, Ruili Group and the bank reached another extension agreement and the guarantee will be provided by the Company until April 23, 2021.

The Company provided a guarantee for the credit line granted to Ruili Group by China Guangfa Bank in a maximum amount of RMB 69,000,000 (approximately $10,092,000) for the period from November 16, 2016 to January 16, 2018. The credit line was renewed on December 21, 2017 for a period of 12, months, and the guarantee was accordingly extended by the Company as of September 30, 2018 and will expire on December 20, 2018.2019.

 

The Company provided a guarantee for the credit line granted to Ruili Group by Bank of Ningbo in a maximum amount of RMB 180,000,000210,000,000 (approximately $26,328,000)$ 30,597,972) for the period from June 30, 2017July 20, 2018 to June 30,July 20, 2028.

The Company provided a guarantee for the credit line granted to Ruili Group by China Guangfa Bank in a maximum amount of RMB 71,000,000 (approximately $10,345,029) for the period from February 12, 2019 to January 16, 2020.

 The Company also has a bank deposit in the amount of RMB 20,000,000 (approximately $2,914,093) used as a guarantee for loans obtained by Wenzhou Lichuang from China Merchant Bank. The amount was included in restricted cash, current.

 

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


NOTE FE - ACCOUNTS RECEIVABLE, NET

 

Accounts receivable, net, consisted of the following:

 

 September 30, December 31,  March 31, December 31, 
 2018 2017  2019  2018 
Accounts receivable $176,566,068  $148,312,117  $192,913,727  $163,903,305 
Less: allowance for doubtful accounts  (12,816,673)  (13,927,156)  (14,042,200)  (13,855,508)
Accounts receivable, net $163,749,395  $134,384,961  $178,871,527  $150,047,797 

 

No customer individually accounted for more than 10% of ourthe Company’s revenues or accounts receivable for the ninethree months ended September 30, 2018March 31, 2019 and 2017.2018. The changes in the allowance for doubtful accounts on September 30, 2018at March 31, 2019 and December 31, 20172018 are summarized as follows:

 

  September 30,  December 31, 
  2018  2017 
Beginning balance $13,927,156  $11,686,417 
Add: Increase (Decrease) to allowance  (420,037)  1,474,872 
Effects on changes in foreign exchange rate  (690,446)  765,867 
Ending balance $12,816,673  $13,927,156 

13

  March 31,  December 31, 
  2019  2018 
Beginning balance $13,855,508  $13,927,156 
Add: Increase (Decrease) to allowance  (79,426)  610,610 
Effects on changes in foreign exchange rate  266,118   (682,258)
Ending balance $14,042,200  $13,855,508 

 

NOTE GF - INVENTORIES, NET

 

On September 30, 2018At March 31, 2019 and December 31, 2017,2018, inventories were consisted of the following:

 

  September 30,  December 31, 
  2018  2017 
Raw materials $46,744,244  $27,657,266 
Work-in-process  46,420,898   40,805,434 
Finished goods  65,958,328   45,837,864 
Less: write-down of inventories  -   - 
Total inventories $159,123,470  $114,300,564 

  March 31,  December 31, 
  2019  2018 
Raw Materials $43,083,794  $53,821,973 
Work in process  78,087,090   89,516,949 
Finished Goods  68,229,467   62,674,252 
Less: Write-down of inventories  (2,016,212)  (1,727,747)
Total Inventory $187,384,139  $204,285,427 

The write-down of inventories amounted to $691,570 and $nil for the three months ended March 31, 2019 and 2018, respectively.

 

NOTE HG - PROPERTY, PLANT AND EQUIPMENT, NET

 

Property, plant and equipment, werenet, consisted of the following on September 30, 2018at March 31, 2019 and December 31, 2017:2018:

 

  September 30,  December 31, 
  2018  2017 
Machinery $127,444,462  $119,296,564 
Molds  1,271,764   1,338,912 
Office equipment  3,831,723   2,998,443 
Vehicles  4,684,074   3,681,194 
Buildings  18,573,731   20,127,148 
Construction in progress  2,928,101   - 
Leasehold improvements  462,419   486,834 
Sub-Total  159,196,274   147,929,095 
         
Less: Accumulated depreciation  (72,247,221)  (68,101,089)
         
Property, plant and equipment, net $86,949,053  $79,828,006 

  March 31,  December 31, 
  2019  2018 
Machinery $138,421,155  $130,912,861 
Molds  1,299,283   1,274,729 
Office equipment  4,013,170   3,566,772 
Vehicles  6,322,725   5,956,822 
Buildings  21,007,127   20,610,137 
Construction in progress  15,458,570   8,641,271 
Leasehold improvements  472,424   463,497 
Sub-Total  186,994,454   171,426,089 
         
Less: Accumulated depreciation  (79,931,250)  (75,372,703)
         
Property, plant and equipment, net $107,063,204  $96,053,386 

 

Depreciation expense charged to operations was $8,399,291$3,117,643 and $6,353,494$2,711,374 for the ninethree months ended September 30,March 31, 2019 and 2018, and 2017, respectively.


14

 

NOTE I –H - LAND USE RIGHTS, NET

 

The balances for land use rights, net, as of September 30, 2018March 31, 2019 and December 31, 20172018 are as the following:

 

  September 30,  December 31, 
 2018  2017 
Cost $22,231,948  $15,477,081 
Less: accumulated amortization  (986,049)  (564,947)
         
Land use rights, net $21,245,899  $14,912,134 

In September 2017, the Company entered into an agreement with the Ministry of Land and Resources, Ruian, to purchase the land use rights for the land located at the intersection of Xianghe Road and North Wansong Road, Binhai New District, Ruian City, Zhejiang Province, China (the “Wansong Land”). Full payment of RMB 51.81 million (approximately $7.93 million) was made as of December 31, 2017. The Company obtained the title to the land use rights in April 2018. The Wansong Land has a total area of 17,029 square meters.

  March 31,  December 31, 
  2019  2018 
Cost $22,713,004  $22,283,776 
Less: Accumulated amortization  (1,357,013)  (1,159,321)
Land use rights, net $21,355,991  $21,124,455 

 

In December 2017, the Company entered into an agreement with the Ministry of Land and Resources, Ruian, to purchase the land use rights for the land located at the intersection of Fengjin Road and Wenhua Road, Binhai New District, Ruian City, Zhejiang Province, China. Prepayment of RMB 14.40 million (approximately $2.14 million) was made as down payment in 2017. During the nine months ended September 30, 2018, the Company paid additional amount of RMB 57.62 million (approximately $8.99 million). As of September 30,December 31, 2018, the purchase price of RMB 72.02 million (approximately $11.13 million)million ) was fully paid. As of the filing date, the title to the land use rights has not been transferred. The payments were included inas prepayment, non-current as of September 30,March 31, 2019 and December 31, 2018 on the accompanying consolidated balance sheets.

 

In April 2018, the Company entered into an agreement with the Ministry of Land and Resources, Ruian, to purchase the land use rights for the land located at the intersection of Tengda Road and Wanghai Road, Economic Development District, Ruian City, Zhejiang Province, China. Prepayment of RMB 42.54 million (approximately $6.43 million) was made during the nine monthsyear ended September 30,December 31, 2018. As of the filing date, the title to the land use rights has not been transferred.transferred to the Company. The payments were included in prepayment, non-current as of September 30,March 31, 2019 and December 31, 2018 on the accompanying consolidated balance sheets.

 

Amortization expenses were $458,179$173,687 and $141,816$132,523 for the ninethree months ended September 30,March 31, 2019 and 2018, and 2017, respectively.

 

NOTE JI - DEFERRED TAX ASSETS

 

Deferred tax assets consisted of the following as of September 30, 2018March 31, 2019 and December 31, 2017:2018:

 

  March 31,  December 31, 
  2019  2018 
Deferred tax assets      
Allowance for doubtful accounts $2,235,493  $2,205,048 
Revenue (net of cost)  331,492   308,046 
Unpaid accrued expenses  (87,797)  501,276 
Warranty  1,087,357   1,059,468 
Deferred tax assets  3,566,545   4,073,838 
Valuation allowance  -   - 
Net deferred tax assets $3,566,545  $4,073,838 

  September 30,  December 31, 
  2018  2017 
Deferred tax assets – non-current        
         
Allowance for doubtful accounts $2,047,506  $2,137,837 
Revenue (net of cost)  414,571   160,766 
Unpaid accrued expenses  (16,874)  955,287 
Warranty  1,104,744   986,534 
Deferred tax assets  3,549,947   4,240,424 
Valuation allowance      
Net deferred tax assets – non-current $3,549,947  $4,240,424 

15

Deferred taxation is calculated under the liability method in respect of taxation effect arising from all timing differences, which are expected with reasonable probability to realize in the foreseeable future. The Company’s subsidiary registered in the PRC is subject to income taxes within the PRC at the applicable tax rate.

   

NOTE K – SHORT-TERMJ - SHORT TERM BANK LOANS

 

Bank loans represented the following as of September 30, 2018March 31, 2019 and December 31, 2017:2018:

 

  September 30,  December 31, 
  2018  2017 
Secured $141,375,325  $125,380,899 
Unsecured  2,616,584   - 
Total short term bank loans $143,991,909  $125,380,899 
  March 31,  December 31, 
  2019  2018 
Secured $212,363,818  $217,940,471 
Total short term bank loan $212,363,818  $217,940,471 

 

The Company obtained those short term loans from Bank of China, Bank of Ningbo, Agricultural Bank of China, China Zheshang Bank, China CITIC Bank, China Minsheng Bank, Industrial Bank Co., Ltd., Oversea-Chinese Banking Corporation Limited, Industrial and Commercial Bank of China, Huaxia Bank and China Construction Bank respectively, to finance general working capital as well as new acquisition of property, plant, and acquire long-lived assets.equipment. Interest rate for the loans outstanding during the ninethree months ended September 30, 2018March 31, 2019 ranged from 1.35% to 5.22%5.44% per annum. The maturity dates of the loans existing as of September 30, 2018March 31, 2019 ranged from August 8, 2018June 6, 2019 to November 16, 2019. As of September 30, 2018 and December 31, 2017, the Company’s accounts receivable of $76,540 and $5,472,169, respectively, were pledged as collateral under loan arrangements.March 20, 2020. The interest expenses, for short-term bank loans, including discount fees, were $2,543,723$3,435,416 and $804,499$2,294,328 for the three months ended September 30,March 31, 2019 and 2018, and 2017, respectively. The interest expenses for short-term bank loans, including discount fees, were $7,428,780 and $1,827,835 for the nine months ended September 30, 2018 and 2017, respectively. 

 

As of September 30, 2018,March 31, 2019, corporate or personal guarantees provided for those bank loans were as follows:

 

$5,557,517  Guaranteed by Ruili Group, a related party
$7,195,691  Guaranteed by Ruili Group, a related party; Guaranteed by Mr. Xiao Ping Zhang and Ms. Shu Ping Chi, both the Company’s principal stockholders
$26,165,833  Pledged by HangZhou RuiLi Property Development Co.,Ltd, a related party, with its property. Guaranteed by Mr. Xiao Ping Zhang and Ms. Shu Ping Chi, both the Company’s principal stockholders.
$22,650,493  Pledged by Ruili Group, a related party, with its land use rights and properties
$16,571,694  Pledged by the Company with its bank acceptance notes
$58,146,296  Pledged by Shanghai Ruili, a related party, with its properties; Guaranteed by Xiaoping Zhang and Ms. Shu Ping Chi, both the Company’s principal stockholders
$5,087,801  Pledged by Shanghai Ruili, a related party, with its properties; Guaranteed by Xiaoping Zhang and Ms. Shu Ping Chi, both the Company’s principal stockholders; Guaranteed by Ruili Group, a related party

$32,672,459  Pledged by Ruili Group, a related party, with its land use rights and properties.
     
$66,830,027  Pledged by Shanghai Ruili, a related party, with its properties. Guaranteed by Mr. Xiao Ping Zhang and Ms. Shu Ping Chi, both the Company’s principal stockholders.
     
$7,201,307  Guaranteed by Ruili Group, a related party, Mr. Xiao Ping Zhang and Ms. Shu Ping Chi, both the Company’s principal stockholders.
     
$5,710,518  Guaranteed by Ruili Group, a related party.
     
$38,612,906  Pledged by Hangzhou Ruili Property Development Ltd., a related party, with its properties. Guaranteed by Mr. Xiao Ping Zhang and Ms. Shu Ping Chi, both the Company’s principal stockholders.
     
$37,127,794  Pledged by Shanghai Ruili, a related party, with its properties. Guaranteed by Shanghai Ruili, a related party. Guaranteed by Mr. Xiao Ping Zhang and Ms. Shu Ping Chi, both the Company’s principal stockholders.
     
$7,425,559  Pledged by the Company with bank deposits.
     
$4,455,335  Pledged by Hangzhou Ruili Binkang Real Estate Development Co. Ltd., a related party, with its properties; Guaranteed by Hangzhou Ruili Property Development Ltd., a related party; Guaranteed by Mr. Xiao Ping Zhang and Ms. Shu Ping Chi, both the Company’s principal stockholders.
     
$2,451,920  Guaranteed by Ruili Group, a related party; Guaranteed by Mr. Xiao Ping Zhang and Ms. Shu Ping Chi, both the Company’s principal stockholders; Pledged by Ruili Group, a related party, with its properties.
     
$2,450,434  Guaranteed by Mr. Xiao Ping Zhang and Ms. Shu Ping Chi, both the Company’s principal stockholders; Pledged by Ruili Group, a related party, with its properties.
     
$7,425,559  Pledged by the Company; Guaranteed by Hangzhou Ruili Property Development Ltd., a related party; Guaranteed by Mr. Xiao Ping Zhang and Ms. Shu Ping Chi, both the Company’s principal stockholders.
16

NOTE LK - LONG TERM LOANS

 

 March 31, December 31, 
 September 30, 2018 December 31, 2017  2019  2018 
Aggregate outstanding principal balance $42,280,413  $63,471,308  $30,936,398  $36,165,550 
Less: unamortized debt issuance costs  (814,770)  (1,822,053)
Less: current portion  (22,147,109)  (24,266,031)
Less: unamortized debt issuance costs, non-current portion  (423,500)  (595,117)
Less: current portion, net of unamortized debt issuance costs  (25,086,705)  (21,141,029)
Non-current portion $19,318,534  $37,383,224  $5,426,193  $14,429,404 

  

In November 2017, the Company entered into two identical but independent loan agreements with Far Eastern Horizon Co., Ltd. (“Far Eastern”), each for a term of 36 months and with an effective interest rate of 8.38% per annum, payable monthly in arrears. The total long term obligations under the two agreements amounted to RMB 200,000,000 (approximately $30,608,185), pledged by the Company’s equipment in the original cost of RMB 205,690,574 (approximately $31,479,075). The Company paid debt issuance costs in cash of $742,324. For the nine months ended September 30, 2018, theRMB 5,000,000 (approximately $742,324). The repayments of principal totaled $7,522,125.$2,467,526 and $2,593,828 for the three months ended March 31, 2019 and 2018, respectively. 

  

In November 2017, the Company entered into four independent loan agreements with COSCO Shipping Leasing Co., Ltd. (“COSCO”) for a term of 36 months each. Two of the agreements were signed on November 30, 2017 with an effective interest rate of 8.50% per annum, payable monthly in arrears. The other two agreements were entered into on November 15, 2017, with an effective interest rate of 4.31% per annum, payable monthly in arrears. The total long term obligations under the four agreements amounted to RMB 235,000,000 (approximately $35,964,617), pledged by the Company’s equipment in the original cost of RMB 238,333,639 (approximately $36,474,800). The Company paid debt issuance costs in cash in the amount of $1,025,248. For the nine months ended September 30, 2018, theRMB7,320,000 (approximately $1,025,248). The repayments of principal totaled $11,435,650.

$3,401,673 and $3,932,820 for the three months ended March 31, 2019 and 2018, respectively. 

 

The interest expenses for long term loans, including the amortization of debt issuance costs, were $787,831$537,082 and $1,059,383 for the three months ended September 30, 2018. The interest expenses for long term loans, including the amortization of debt issuance costs, were $2,785,901 for the nine months ended September 30, 2018.March 31, 2019 and 2018, respectively. 


NOTE M –L - REVENUES FROM CONTRACTS WITH CUSTOMERS

The Company accounted for revenue in accordance with ASC 606, which was adopted on January 1, 2018, using full retrospective method. The adoption of the standard did not impact the Company’s revenue recognition.

The Company provides a variety of standard products to its customers. The Company’s contracts with its customers consist of a single, distinct performance obligation or promise to transfer auto parts to the customers. Generally, the Company’s performance obligations are satisfied when the customers take possession of the products, which normally occurs at the shipping point or destination depending on the terms of the contracts. All sales are recorded net of value-added taxes. The Company does not recognize revenue related to product warranties. See Note P for details concerning the expected costs associated with the Company’s assurance warranty obligations.

 

In accordance with ASC 606, the Company disaggregates revenue from contracts with customers by product type. See Note QP for information regarding revenue disaggregation by product type.

Revenues from contracts with customers are recognized at a point in time when the merchandises are delivered to the customer in accordance with the shipping terms stated in the contracts, which is the point when the legal title, physical possession and the risks and rewards of ownership are transferred to the customers.

 

Deferred revenue is recorded when consideration is received from a customer prior to transferring goods to the customer under the terms of a sales contract. As of September 30, 2018March 31, 2019 and December 31, 2017,2018, the Company recorded a deferred revenue liability of $63,615,939$53,150,261 and $43,087,473,$51,529,795, respectively, which was presented as “Deposits received from customers” on the accompanying consolidated balance sheets. During the ninethree months ended September 30, 2018 and 2017,March 31, 2019, the Company recognized $18,252,438 and $7,994,579, respectively,$12,667,148 of deferred revenue included in the opening balancesbalance of deposits received from customers. The amounts wereamount was included in sales on the accompanying consolidated statementsstatement of income (loss) and comprehensive income (loss).income.

 

17

NOTE NM - INCOME TAXES

   

In December 2017, the Tax Cuts and Jobs Act (the “2017 Tax Act”) was enacted into law and the new legislation contains several key tax provisions that affected the Company, including, among others, a reduction of the federal corporate income tax rate to 21% effective January 1, 2018, and a recognition of the 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 upon enactment of the 2017 Tax Act. The Company is required to recognize the effect of the 2017 Tax Act in the period of enactment. In December 2017, the SEC staff issued Staff Accounting Bulletin No. 118 (“SAB 118”), Income Tax Accounting Implications of the 2017 Tax Act, which allows the Company to record provisional amounts during a measurement period not to extend beyond one year of the enactment date.

During the three monthsyear ended September 30,December 31, 2018, the Company recognized a one-time transition tax of $11,022,985 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 also recognized related interest and penalty of $587,821 in the year ended December 31, 2018. The Company recognized additional interest and penalty of $77,415 in the three months ended March 31, 2019. The Company elected to pay the one-time transition tax over eight years commencing in 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 or changes in the interpretations taken that would adjust the provisional amounts recorded. As of September 30, 2018, $1,763,678March 31, 2019, $2,528,913 was included in taxesincome tax 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. Asincome tax payable, non-current.

The 2017 Tax Act also created a new requirement that, for the periods beginning after January 1, 2018, certain income (referred to as global intangible low-taxed income or “GILTI”) earned by foreign subsidiaries in excess of a deemed return on tangible assets of foreign corporations must be included in U.S. taxable income. The Company elected to account for GILTI tax in the filing date, no transitionperiod the tax payment has been made.is incurred, and therefore included it in estimating the annual effective tax rate.

 

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

  

In 2015,2018, the Joint Venture was awarded the Chinese government's "High-Tech Enterprise"government’s “High-Tech Enterprise” designation for a thirdfourth time, which is valid for three years and it continues to be taxed at the 15% tax rate in 2015, 20162018, 2019 and 2017. As the “High-Tech Enterprise” designation expired in 2018, the Joint Venture is undergoing the re-assessment by the government and the Company estimates it is highly probable that the designation will be awarded and therefore the 15% tax rate is used for the nine months ended September 30, 2018.2020.

  

The reconciliation of the effective income tax rate of the Company to the statutory income tax rate in the US and the PRC for the ninethree months ended September 30,March 31, 2019 and 2018 and 2017 is as follows:

  Nine Months Ended September 30 
  2018  2017 
US statutory income tax rate  21.00%  35.00%
Valuation allowance recognized with respect to the loss in the US company  -21.00%  -35.00%
Impact of Tax Cuts and Jobs Act  41.71%  - 
China statutory income tax rate  25.00%  25.00%
Effects of income tax exemptions and reliefs  -10.00%  -10.00%
Effects of additional deduction allowed for R&D expenses  -3.77%  -1.90%
Effects of expenses not deductible for tax purposes  2.30%  0.63%
Other items  0.92%  1.66%
Effective tax rate  56.15%  15.39%

  Three Months Ended
March 31,
2019
  Three Months Ended
March 31,
2018
 
US statutory income tax rate  21.00%  21.00%
Valuation allowance recognized with respect to the loss in the US company  -21.00%  -21.00%
China statutory income tax rate  25.00%  25.00%
Effects of income tax exemptions and reliefs  -10.00%  -10.00%
Effects of additional deduction allowed for R&D expenses  -1.79%  -2.51%
Effects of expenses not deductible for tax purposes  1.91%  0.52%
Other items  0.65%  1.86%
Effective tax rate  15.78%  14.87%
18

Income taxes are calculated on a separate entity basis. Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. There currently is no tax benefit recorded for the United States. In the nine months ended September 30, 2018, there were late filing penalties of $100,000 that are recorded in the tax expenses. The provisions for income taxes for the ninethree months ended September 30,March 31, 2019 and 2018, and 2017, respectively, are summarized as follows:

 

 Nine Months Ended September 30 
 2018  2017  Three Months Ended
March 31,
2019
  Three Months Ended
March 31,
2018
 
Current $14,454,243  $4,199,727  $1,288,596  $704,603 
Deferred  520,739   25,677   580,171   900,838 
Total $14,974,982  $4,225,404  $1,868,767  $1,605,441 

  

NOTE O –N - OPERATING LEASES WITH RELATED PARTY

The Company entered into various operating lease agreements for certain of its staff dormitories including a lease agreement with its related party.

 

In December 2006, Ruian entered into a lease agreement with Ruili Group Co., Ltd., a related party, for the lease of two apartment buildings. These two apartment buildings are for Ruian’s management personnel and staff, respectively.staff. The initial lease term was from January 2013 to December 2016. This lease was amended in 2013, with a new lease term from January 1, 2013 to December 31, 2022. The annual lease expense is RMB 2,100,000 (approximately $333,688)$305,980).

Balance sheet information related to operating leases is as follows:

  March 31,
2019
 
Operating lease right of use assets $1,222,064 
     
Operating lease liabilities, current $492,494 
Operating lease liabilities, non-current  797,107 
Total operating lease liabilities $1,289,601 

For the three months ended March 31, 2019, the Company had operating lease costs of $144,117 and the reduction in operating lease right of use assets was $125,799. Cash paid for amounts included in the measurement of operating lease liabilities was $344,794 during the three months ended March 31, 2019. 

 

The weighted-average remaining lease expenses were $1,304,292term and $684,252 for the nine months ended September 30, 2018 and 2017, respectively.weighted-average discount rate of our leases are as follows:

March 31,
2019
Weighted-average remaining lease term3 years
Weighted-average discount rate5.24%

The following table summarizes the maturity of our operating lease liabilities as of March 31, 2019:

2019 (remaining) $470,285 
2020  311,873 
2021  311,873 
2022  311,873 
2023 and thereafter  - 
Total lease payment  1,405,904 
  Less imputed interest  (116,303)
Total lease liabilities $1,289,601 

  

NOTE PO - WARRANTY CLAIMS

 

Warranty claims were $2,507,487$1,008,084 and $2,261,311$833,684 for the ninethree months ended September 30,March 31, 2019 and 2018, and 2017, respectively. Warranty claims are included in selling and distribution expenses on the accompanying consolidated statements of income (loss) and comprehensive income (loss).income. Accrued warranty expenses are included in the balances of accrued expenses on the accompanying consolidated balance sheet.sheets. The movement of accrued warranty expenses for the ninethree months ended September 30, 2018March 31, 2019 was as follows:

 

Beginning balance at January 1, 2018 $6,576,895 
Aggregate increase for new warranties issued during current period  2,507,487 
Aggregate reduction for payments made and effect of exchange rate fluctuation  (1,719,421)
Ending balance at September 30, 2018 $7,364,961 

Beginning balance at January 1, 2019 $7,063,122 
Aggregate increase for new warranties issued during current period  1,008,084 
Aggregate reduction for payments made and effect of exchange rate fluctuation  (822,156)
Ending balance at March 31, 2019 $7,249,050 

 

19

17

 

 

NOTE Q –P - SEGMENT INFORMATION

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

 

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

 

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

 

  Three Months Ended
March 31,
2019
  Three Months Ended
March 31,
2018
 
       
NET SALES TO EXTERNAL CUSTOMERS      
Commercial vehicles brake systems $108,381,809  $91,615,325 
Passenger vehicles brake systems  27,838,115   16,111,357 
         
Net sales $136,219,924  $107,726,682 
INTERSEGMENT SALES        
Commercial vehicles brake systems $  $ 
Passenger vehicles brake systems      
         
Intersegment sales $  $ 
GROSS PROFIT        
Commercial vehicles brake systems $31,419,163  $25,769,805 
Passenger vehicles brake systems  5,101,407   4,429,681 
Gross profit $36,520,570  $30,199,486 
Selling and distribution expenses  12,884,567   10,037,861 
General and administrative expenses  7,374,893   4,773,778 
Research and development expenses  4,951,536   3,590,402 
         
Other operating income, net  2,462,602   2,197,324 
         
Income from operations  13,772,176   13,994,769 
         
Interest income  1,736,775   1,488,264 
Government grants  1,792,412   133,933 
Other income  54,680   27,066 
Interest expenses  (3,972,498)  (3,353,711)
Exchange differences  (1,061,005)  (601,286)
Other expenses  (477,919)  (890,814)
Income before income tax expense $11,844,621  $10,798,221 
CAPITAL EXPENDITURE        
Commercial vehicles brake systems $10,543,989  $16,738,232 
Passenger vehicles brake systems  2,708,888   2,944,543 
         
Total $13,252,877  $19,682,775 
DEPRECIATION AND AMORTIZATION        
Commercial vehicles brake systems $2,691,220  $2,421,346 
Passenger vehicles brake systems  691,409   425,957 
         
Total $3,382,629  $2,847,303 

  Nine Months Ended September 30, 
  2018  2017 
       
NET SALES TO EXTERNAL CUSTOMERS        
         
Commercial vehicles brake systems $276,593,442  $223,937,534 
Passenger vehicles brake systems  68,222,523   43,652,419 
         
Net sales $344,815,965  $267,589,953 
         
INTERSEGMENT SALES        
         
Commercial vehicles brake systems $  $ 
Passenger vehicles brake systems      
         
Intersegment sales $  $ 
         
GROSS PROFIT        
         
Commercial vehicles brake systems $61,974,537  $61,485,066 
Passenger vehicles brake systems  28,990,094   11,401,597 
Gross profit $90,964,631  $72,886,663 
         
Selling and distribution expenses  37,154,745   22,877,889 
         
General and administrative expenses  17,519,873   13,517,222 
         
Research and development expenses  13,400,656   7,477,902 
         
Other operating income, net  7,535,820   1,185,958 
         
Income from operations  30,425,177   30,199,608 
         
Interest income  2,847,299   38,175 
Government grants  2,982,775   1,119,337 
Other income  432,213   47,976 
Interest expenses  (10,214,681)  (1,827,835)
         
Exchange differences  1,396,460   (1,193,897)
Other expenses  (1,200,920)  (343,024)
         
Income before income tax expense $26,668,323  $28,040,340 
         
CAPITAL EXPENDITURE        
         
Commercial vehicles brake systems $32,788,350  $30,791,780 
Passenger vehicles brake systems  7,721,848   6,090,790 
         
Total $40,510,198  $36,882,570 
         
DEPRECIATION AND AMORTIZATION        
         
Commercial vehicles brake systems $7,187,308  $5,538,902 
Passenger vehicles brake systems  1,739,387   1,084,180 
         
Total $8,926,695  $6,623,082 

  March 31,
2019
  December 31,
2018
 
       
TOTAL ASSETS      
Commercial vehicles brake systems $626,405,556  $492,348,129 
Passenger vehicles brake systems  160,931,744   89,967,813 
         
Total $787,337,300  $582,315,942 

 

20

  September 30, 2018  December 31, 2017 
       
TOTAL ASSETS        
Commercial vehicles brake systems $573,980,044  $492,348,129 
Passenger vehicles brake systems  126,166,387   89,967,813 
         
Total $700,146,431  $582,315,942 
         
   September 30, 2018   December 31, 2017 
         
LONG LIVED ASSETS        
Commercial vehicles brake systems $118,210,297  $106,779,681 
Passenger vehicles brake systems  25,983,771   19,512,076 
         
Total $144,194,068  $126,291,757 

  March 31,
2019
  December 31,
2018
 
       
LONG LIVED ASSETS      
Commercial vehicles brake systems $151,639,513  $106,779,681 
Passenger vehicles brake systems  38,958,165   19,512,076 
         
Total $190,597,678  $126,291,757 

     

NOTE R –Q - CONTINGENCIES

 

(1)In May 2016, the Company, through its principal operating subsidiary, entered into a Purchase Agreement with Ruili Group, pursuant to which the Company agreed to exchange the land use rights and factory facilities located at No. 1169 Yumeng Road, Ruian Economic Development Zone, Ruian City, Zhejiang Province, China (the “Dongshan Facility”), purchased in 2007 from Ruili Group, plus RMB 501.00 million (approximately $76.50 million) in cash for the land use rights and factory facilities located at No. 2666 Kaifaqu Avenue, Ruian Economic Development Zone, Ruian City, Zhejiang Province, China (the “Development Zone Facility”). As of the filing date, the Company hasn’t obtained the land use rights certificate or the property ownership certificate for the building of the Development Zone Facility. The Company reserved the relevant tax amount of RMB 15,030,000 (approximately $2,300,205). This amount was determined based on a 3% tax rate on the consideration paid for the Development Zone Facility, which the Company considered as the most probable amount of tax liability.

(2)The Company purchased the Dongshan Facility from Ruili Group in 2007 and subsequently transferred the plants and land use right to Ruili Group. The Company has never obtained the land use rightrights certificate nor the property ownership certificate of the building for the Dongshan Facility. The Company reserved the relevant tax amount of RMB 4,560,000 (approximately $745,220). This amount was determined based on a 3% tax rate on the consideration paid for the Dongshan Facility in the transaction, which the Company considered as the most probable amount of tax liability. The Dongshan Facility was transferred back to Ruili Group on May 5, 2016.

  

(2)The Company purchased the Development Zone Facility from Ruili Group on May 5, 2016. As of the filing date, the Company has not yet obtained the land use rights certificate or the property ownership certificate for the building of the Development Zone Facility. The Company reserved the relevant tax amount of RMB 15,030,000 (approximately $2,300,205). This amount was determined based on a 3% tax rate on the consideration paid for the Development Zone Facility, which the Company considered as the most probable amount of tax liability.

(3)The information of lease commitments is provided in Note O.N.

 

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

 

NOTE S –R - SUBSEQUENT EVENTS

 

During the subsequent period, the Company obtained short term loans in an aggregate amount of $119,273,000approximately $14.3 million from Bank of China, Industrial Bank Co., Ltd., China CITIC Bank, China Minsheng Bank, Agricultural Bank of China, and China Zheshang Bank. Interest rate for those loans range from 4.39%4.57% to 5.44%5.22% per annum. The maturity datesdate of the loans existing as of the filing date ranged from October 22, 2018 to November 6, 2019.is April 17, 2020. The Company continuously pledged bank acceptance notes to obtain loans from China Zheshang Bank.

 

In the same period, the Company repaid loan principals and interest expenses in the total amount of approximately $70,297,000$7.3 million to Bank of China, Agricultural Bank of China, China Minsheng Bank, and China Zheshang Bank.


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

 

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

 

21

FORWARD-LOOKING STATEMENTS

 

This quarterly report on Form 10-Q includes forward-looking statements. Any statements contained in this report that are not statements of historical fact may be deemed to be forward-looking statements. Generally, the words “believe,” “anticipate,” “may,” “will,” “should,” “expect,” “intend,” “estimate,” “continue,” and similar expressions, or the negative thereof, or comparable terminology, are intended to identify forward-looking statements. Such statements are subject to certain risks and uncertainties, including the matters set forth in this report or other reports or documents we file with SEC from time to time, which could cause actual results or outcomes to differ materially from those anticipated. Some of the factors that could cause actual results to differ include: our ability to effectively implement our business strategy; our ability to handle downward pricing pressures on our products; and our ability to accurately or effectively plan our production or supply needs. For a discussion of these and all other known risks and uncertainties that could cause actual results to differ from those contained in the forward-looking statements, see “Risk Factors” in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2017,2018, which is available on the SEC’s website at www.sec.gov. Undue reliance should not be placed on these forward-looking statements that speak only as of the date hereof. We undertake no obligation to revise or update these forward-looking statements.

 

OVERVIEW

 

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

 

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

 

For a summary of our accounting policies and estimates, see Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations—CriticalOperations-Critical Accounting Policies and Estimates” in our Annual Report on Form 10-K for the Year ended December 31, 2017.2018.

 

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

22

RESULTS OF OPERATIONS

 

The following statements are about results of operations for the three months ended March 31, 2019 as compared to the three months ended March 31, 2018.

Sales

 

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

  Three Months Ended
  Three Months Ended
  September 30, 2018  September 30, 2017
   (U.S.  dollars in millions) 
     
Commercial Vehicle Brake Systems $89.0   82.0% $85.3   84.2%
Passenger Vehicle Brake Systems $19.6   18.0% $16.0   15.8%
                  
Total $108.6   100.0% $101.3   100.0%

 Nine Months Ended
  Nine Months Ended
  September 30, 2018  September 30, 2017
   (U.S.  dollars in millions) 
                 
Commercial Vehicle Brake Systems $276.6   80.2% $223.9   83.7%
Passenger Vehicle Brake Systems $68.2   19.8% $43.7   16.3%
                 
Total $344.8   100.0% $267.6   100.0%
  Three Months Ended  Three Months Ended 
  March 31,
2019
  March 31,
2018
 
  (U.S. dollars in millions) 
Commercial vehicle brake systems $108.4   80% $91.6   85%
                 
Passenger vehicle brake systems $27.8   20% $16.1   15%
                 
Total $136.2   100% $107.7   100%

 

The sales were $108.6$136.2 million and $101.3$107.7 million for the three months ended September 30,March 31, 2019 and 2018, and 2017, respectively, an increase of $7.3$28.5 million or 7.2%. The sales were $344.8 million and $267.6 million for the nine months ended September 30, 2018 and 2017, respectively, an increase of $77.2 million or 28.9%26.5%. The increase was mainly due to the increased sales of commercial vehicle brake systems. systems to China OEM and aftermarket market.

 

The sales from Commercial Vehicle Brake Systemscommercial vehicle brake systems increased by $3.7$16.8 million or 4.4%18.3%, to $89.0$108.4 million for the thirdfirst fiscal quarter of 2018,2019, compared to $85.3$91.6 million for the same period of 2017. The sales from Commercial Vehicle Brake Systems increased by $52.7 million or 23.5%, to $276.6 million for the nine months ended September 30, 2018, compared to $223.9 million for the nine months ended September 30, 2017.2018. Our high quality, low cost products continued to generate higher sales and further penetrated into the commercial vehicle market, which impacted the sales of the commercial vehicle brake systems.

 

The sales from Passenger Vehicle Brake Systemspassenger vehicle brake systems increased by $3.6$11.7 million or 22.5%72.7%, to $19.6$27.8 million for the thirdfirst fiscal quarter of 2018,2019, compared to $16.0$16.1 million for the same period of 2017. The sales from Passenger Vehicle Brake Systems increased by $24.5 million or 56.3%, to $68.2 million for the nine months ended September 30, 2018, compared to $43.7 million for the same period of 2017.2018. The increase was mainly due to the increase of passenger vehicle market.market in the first fiscal quarter of 2018.

23

 

A breakdown of thenet sales revenue for these markets for the thirdfirst fiscal quarter of the 20182019 and 2017,2018, respectively, is set forth below:

 

 Three Months Percent Three Months Percent   
 Ended of Ended of   
 

Three
Months
Ended
September
30, 2018

 

Percent
of
Total
Sales

 

Three
Months
Ended
September
30, 2017

 

Percent
of
Total
Sales

 

Percentage
Change

  March 31,
2019
 Total
Sales
 March 31,
2018
 Total
Sales
 Percentage
Change
 
 

(U.S. dollars in millions)

  (U.S. dollars in millions)   
China OEM market $50.3   46.3% $50.5   49.8%  -0.4% $74.9 55.0% $51.8 48.1% 44.6%
China Aftermarket $36.4   33.6% $31.5   31.1%  15.7%
China aftermarket $43.3 31.8% $38.0 35.3% 13.9%
International market $ 21.8   20.1% $19.3     19.1%  13.1% $18.0  13.2% $17.9  16.6%  0.6%
Total $108.6   100.0% $101.3    100.0%  7.2% $136.2 100.0% $107.7 100.0% 26.5%

 

A breakdown of net sales revenues for China OEM markets, China aftermarket and international market for the nine months ended September 30, 2018 and 2017, respectively, is set forth below:

  

Nine
Months
Ended
September
30, 2018

  

Percent
of
Total
Sales

  

Nine
Months
Ended
September
30, 2017

  

Percent
of
Total
Sales

  

Percentage
Change

 
   

(U.S. dollars in millions)

 
China OEM market $164.7   47.8% $141.8   53.0%  16.2%
China Aftermarket $117.3   34.0% $72.3   27.0%  62.3%
International market $ 62.7    18.2% $53.5    20.0%  17.2%
Total $344.8    100.0% $267.6   100.0%  28.8%

Considering the increase of the production and sales of the commercial vehicle market,trucks for the first fiscal quarter of 2019 in the automobile industry, our sales to the Chinese OEM market decreasedMarket increased by $0.223.1 million or 0.4%44.6%, to $50.3$74.9 million for the thirdfirst fiscal quarter of 2018,2019, compared to $50.5$51.8 million for the same period of 2017. Our sales to the Chinese OEM market increased by $22.9 million or 16.2%, to $164.7 million for the nine months ended September 30, 2018, compared to $141.8 million for the same period of 2017.2018.


Our sales to the China aftermarket increased by $4.9$5.3 million or 15.7%13.9%, to $36.4$43.3 million for the thirdfirst fiscal quarter of 2018,2019, compared to $31.5$38.0 million for the same period of 2017. Our sales to the China aftermarket increased by $45.0 million or 62.3%, to $117.3 million for the nine months ended September 30, 2018, compared to $72.3 million for the same period of 2017.2018. The increased new vehicle sales in China and the expiration of OEM warranties helped to drive our aftermarket business. Accelerated urbanization andSales of our new model products, applicable to both the Chinese government’sOEM Market and Chinese Aftermarket, also increased support for public transportation favor our expansion induring the bus aftermarket.three months ended March 31, 2019. We will continue with our strategies to further optimize our sales network and to help further penetrate into new markets. Accelerated urbanization and the Chinese government’s increased support for public transportation favor our expansion in the bus aftermarket.

 

24

Our export sales increased by $2.5$0.1 million or 13.1%0.6%, to $21.8$18.0 million for the thirdfirst fiscal quarter of 2018,2019, as compared to $19.3$17.9 million for the same period of 2017. Our export sales increased by $9.2 million or 17.2%, to $62.7 million for the nine months ended September 30, 2018, as compared to $53.5 million for the same period of 2017.2018. The increase in export sales was mainly due to our broadened customer base.

 

Cost of Sales and Gross Profit

 

Cost of sales for the three months ended September 30, 2018March 31, 2019 were $82.2$99.7 million, an increase of $8.2$22.1 million or 11.1%28.6%, from $74.0 million for the three month period ended September 30, 2018. Cost of sales for the nine months ended September 30, 2018 were $253.9 million, an increase of $59.1 million or 30.4% from $194.7$77.5 million for the same period of 2017.

Our gross profit decreased by 3.5% from $27.3 million for the period of 2017 to $26.3 million for the three month period ended September 30, 2018.last year. Our gross profit increased by 24.8%20.9% from $72.9$30.2 million for the periodfirst fiscal quarter of 20172018 to $91.0$36.5 million for the three month period ended September 30, 2018.first fiscal quarter of 2019.

 

Gross margin decreasedchanged to 24.3% from 26.9%26.8% for the three month periodmonths ended September 30, 2018 compared with 2017. Gross margin decreased to 26.4%March 31, 2019 from 27.2%28.0% for the ninethree months ended September 30, 2018, as compared with the same period of 2017.March 31, 2018. The decrease was mainly due to the price increase of the raw materials and our further price promotion to strengthen our competitiveness and increase our market share forin the nine months ended September 30, 2018.first fiscal quarter of 2019. We intend to focus in 20182019 on increasing production efficiency, improving the technologies of products, and improving our product portfolio, to help us to maintain or increase our gross profit margins.

 

Cost of sales from Commercial Vehicle Brake Systemscommercial vehicle brake systems for the three months period ended September 30, 2018 were $69.8March 31, 2019 was $77.0 million, an increase of $7.9$11.2 million or 12.8%17.0% from $61.9$65.8 million for the same period of 2017. Cost of sales from Commercial Vehicle Brake Systems for the nine months ended September 30, 2018 were $214.6 million, an increase of $52.2 million or 32.1% from $162.5 million for the same period of 2017.last year. The gross profit from Commercial Vehicle Brake Systems decreasedcommercial vehicle brake systems increased by 17.9%21.7% from $23.4 million for three month period ended September 30, 2017 to $19.2$25.8 million for the three month period ended September 30, 2018. The gross profit from Commercial Vehicle Brake Systems increased by 0.8% from $61.5first fiscal quarter of 2018 to $31.4 million for the nine months ended September 30, 2017 to $62.0 million for the nine months ended September 30, 2018.first fiscal quarter of 2019. Gross margin from Commercial Vehicle Brake Systems decreasedcommercial vehicle brake systems increased to 21.6%29.0% from 27.4%28.1% for the three months period ended September 30, 2017 compared to the three months period ended September 30, 2018. Gross margin from Commercial Vehicle Brake Systems decreased to 22.4% from 27.5% for the nine months ended September 30, 2018March 31, 2019 compared with 2018. We intend to focus in 2019 on increasing production efficiency, improving the same periodtechnologies of 2017.

products, and improving our product portfolio, to help us to maintain or increase our gross profit margins.

 

Cost of sales from Passenger Vehicle Brake Systemspassenger vehicle brake systems for the three months period ended September 30, 2018 were $12.5March 31, 2019 was $22.7 million, an increase of $0.4$11.0 million or 3.3%94.0% from $12.1 million for the three month period ended September 30, 2017. Cost of sales from Passenger Vehicle Brake Systems for the nine months ended September 30, 2018 were $39.2 million, an increase of $7.0 million or 21.6% from $32.3$11.7 million for the same period of 2017.last year. The gross profit from Passenger Vehicle Brake Systemspassenger vehicle brake systems increased by 82.1%15.9% from $3.9$4.4 million for the three month period ended September 30, 2017first fiscal quarter of 2018 to $7.1$5.1 million for the three month period ended September 30, 2018. The gross profit from Passenger Vehicle Brake Systems increased by 154.3% from $11.4 million for the nine months ended September 30, 2017 to $29.0 million for the same periodfirst fiscal quarter of 2018.2019. Gross margin from Passenger Vehicle Brake Systems increasedpassenger vehicle brake systems changed to 36.3%18.3% from 27.5% for the three months ended September 30, 2018, asMarch 31, 2019 compared with 2018. The decrease was mainly due to 24.4% forour further price promotion to strengthen our competitiveness and increase our market share in the three months period ended September 30, 2017. Gross margin from Passenger Vehicle Brake Systems increased to 42.5% for the nine months ended September 30, 2018, as compared to 26.1% for the same period in 2017.first fiscal quarter of 2019.

25

 

Selling and Distribution Expenses

 

Selling and distribution expenses were $13.2$12.9 million for the three months ended September 30, 2018,March 31, 2019, as compared to $8.3$10.0 million for the same period of 2017,2018, an increase of $4.9$2.8 million or 58.9%28.4%. Selling and distribution expenses were $37.2 million for the nine months ended September 30, 2018, as compared to $22.9 million for the same period of 2017, an increase of $14.3 million or 62.4%.

The increase was mainly due to increased freight expense, packaging expense and packaging expenses.

labor costs. As athe percentage of sales revenue, selling expenses percentage increased to 12.1%9.5% for the three months ended September 30, 2018,March 31, 2019, as compared to 8.2%9.3% for the same period in 2017. As a percentage of sales revenue, selling expenses increased to 10.8% for the nine months ended September 30, 2018, as compared to 8.5% for the same period in 2017.2018.

 

General and Administrative Expenses

 

General and administrative expenses were $5.1$7.3 million for the three months ended September 30, 2018,March 31, 2019, as compared to $4.8$4.7 million for the same period of 2017,2018, an increase of $0.3$2.6 million or 6.1%. General and administrative expenses were $17.5 million for the nine months ended September 30, 2018, as compared to $13.5 million for the same period of 2017, an increase of $4.0 million or 29.6%54.5%. The increase was mainly due to the increase in employee salariesallowance for the nine months ended September 30, 2018. 

doubtful accounts and labor costs during this quarter. As a percentage of sales revenue, general and administrative expenses was 4.7%increased to 5.4% for the three months ended September 30, 2018,March 31, 2019, as compared to 4.7%4.4% for the same period in 2017. As a percentage of sales revenue, general and administrative expenses was 5.1% for the nine months ended September 30, 2018, as compared to 5.1% for the same period in 2017.2018.

 


Research and Development Expenses

 

Research and development expenses include payroll, employee benefits, and other headcount-related expenses associated with product development. Research and development expenses also include third-partyfirst-party development costs. For the three months ended September 30, 2018,March 31, 2019, research and development expenses were $4.5$5.0 million, as compared to $2.9$3.6 million for the same period of 2017,2018, an increase of $1.5$1.4 million. For the nine months ended September 30, 2018, research and development expenses were $13.4 million, as compared to $7.5 million for the same period of 2017, an increase of $5.9 million.

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Other Operating Income

 

Other operating income was $3.0$2.5 million for the three months ended September 30, 2018,March 31, 2019, as compared to $0.5$2.2 million for the three months ended September 30, 2017,March 31, 2018, an increase of $2.5 million. Other operating income was $7.5 million for the nine months ended September 30, 2018, as compared to $1.2 million for the nine months ended September 30, 2017, an increase of $6.3$0.3 million. The increase was mainly due to an increase in sales of raw material scrap.scraps for the three months ended March 31, 2019.

 

Depreciation and Amortization

 

Depreciation and amortization expense was $3.1increased to $3.4 million for the three months ended September 30, 2018,March 31, 2019, as compared withto that of $2.4$2.8 million for the same period of 2017. Depreciation and amortization expenses increased to $8.9 million for the nine months ended September 30, 2018, compared with that of $6.6 million for the same period of 2017, an increase of $2.3$0.6 million. The increase was mainly due to some new addition in PPE and the purchase of land after September 30, 2018.for the three months ended March 31, 2019.

 

Interest incomeIncome

 

The interestInterest income for the three months ended September 30, 2018,March 31, 2019 increased by $0.2 million to $0.5$1.7 million from $0.02$1.5 million for the same period of 2017. The interest income for the nine months ended September 30, 2018, increased to $2.8 million from $0.04 million for the same period of 2017, mainly due to increased interest income from advances to related parties during the period.

 

Interest Expenses

 

The interest expenses for the three months ended September 30, 2018,March 31, 2019 increased by $0.6 million to $3.3$4.0 million from $0.8$3.4 million for the same period of 2017. The interest expenses for the nine months ended September 30, 2018, increased to $10.2 million from $1.8 million for the same period of 2017, mainly due to increased interest rate and increased amount of average loans outstanding during the period.

 

Income Tax

In December 2017, the Tax Cuts and Jobs Act (the “2017 Tax Act”) was enacted into law and the new legislation contains several key tax provisions that affected the Company, including, among others, a reduction of the federal corporate income tax rate to 21% effective January 1, 2018, and a recognition of the 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 upon enactment of the 2017 Act. The Company is required to recognize the effect of the 2017 Tax Act in the period of enactment. In December 2017, the SEC staff issued Staff Accounting Bulletin No. 118 (“SAB 118”), Income Tax Accounting Implications of the 2017 Tax Cuts and Jobs Act, which allows the Company to record provisional amounts during a measurement period not to extend beyond one year of the enactment date.

   

During the three monthsyear ended September 30,December 31, 2018, the Company recognized a one-time transition tax of $11,022,985 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 also recognized related interest and penalty in the amount of $587,820 in the year ended December 31, 2018. The Company recognized additional interest and penalty of $77,415 in the three months ended March 31, 2019. 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 takeor changes in the future.interpretations taken that would adjust the provisional amounts recorded. As of September 30, 2018, $1,763,678March 31, 2019, $2,528,913 was included in taxesincome tax 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. As of the filing date, no transitionincome tax payment has been made.

payable, non-current.

  

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The 2017 Tax Act also created a new requirement that, for the periods beginning after January 1, 2018, certain income (referred to as global intangible low-taxed income or “GILTI”) earned by foreign subsidiaries in excess of a deemed return on tangible assets of foreign corporations must be included in U.S. taxable income. The Company elected to account for GILTI tax in the period the tax is incurred, and therefore included it in estimating the annual effective tax rate.

 

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

 

In 2015,2018, the Joint Venture was awarded the Chinese government's "High-Tech Enterprise"government’s “High-Tech Enterprise” designation for a thirdfourth time, which is valid for three years and it continues to be taxed at the 15% tax rate in 2015, 20162018, 2019 and 2017. As the “High-Tech Enterprise” designation expired in 2018, the Joint Venture is undergoing the re-assessment by the government and the Company estimates it is highly probable that the designation will be awarded and therefore the 15% tax rate is used for the nine months ended September 30, 2018.2020.

 

Income tax expense was $12.1expenses of $1.9 million and $1.6 million were recorded for the three monthsfiscal quarter ended September 30,March 31, 2019 and 2018, as compared to $1.6 million for the three months ended September 30, 2017. Income tax expense was $15.0 million for the nine months ended September 30, 2018, as compared to $4.2 million for the nine months ended September 30, 2017.respectively. 

 


Net Income Attributable to Non-Controlling Interest in Subsidiaries

 

Non-controlling interest in subsidiaries represents a 10% non-controlling interest in Ruian and 40% non-controlling interest in SIH, in each case held by our joint venture partners. On December 15, 2015, the Company disposed of its entire 60% equity interest in SIH. Net income attributable to noncontrolling interest in subsidiaries amounted to $0.6 million and $1.0 million for the third fiscal quarter ended September 30, 2018 and 2017, respectively. Net income attributable to non-controlling interest in subsidiaries amounted to $2.3$1.0 million and $2.4$0.9 million for the nine monthsfirst fiscal quarter ended September 30,March 31, 2019 and 2018, and 2017, respectively.

 

Net Income Attributable to Stockholders

  

The net income attributable to stockholders for the fiscal quarter ended September 30, 2018, decreasedMarch 31, 2019 increased by $14.2$0.7 million, to $5.6$9.0 million net loss from $8.6$8.3 million net income for the fiscal quarter ended September 30, 2017March 31, 2018 due to the factors discussed above. The net income attributable to stockholders for the nine months ended September 30, 2018, decreased by $12.0 million, to $9.4 million from $21.4 million for the nine months ended September 30, 2017 due to the factors discussed above.increased sales and change in gross profit. Earnings per share (“EPS”), both basic and diluted, for the fiscal quarter ended September 30,March 31, 2019 and 2018, were $0.46 and 2017, were $(0.29) and $0.44, respectively. EPS, both basic and diluted, for the nine months ended September 30, 2018 and 2017, were $0.49 and $1.11, respectively.

FINANCIAL CONDITION$0.43.

 

Liquidity and Capital Resources

 

CASH FLOWS

As of September 30, 2018,March 31, 2019, the Company had cash and cash equivalents of $40.2$8.0 million, as compared to cash and cash equivalents, of $4.6$73.6 million as of December 31, 2017.2018. The Company had working capital of $85.0$44.6 million on September 30, 2018,at March 31, 2019, as compared to working capital of $111.4$47.3 million onat December 31, 2017,2018, reflecting current ratios of 1.2:1.1:1 and 1.3:1.1:1, respectively.

  

OPERATING - Net cash provided byused in operating activities was $81.2$25.8 million for ninethe three months ended September 30, 2018, an increase of $66.2 million, asMarch 31, 2019 compared with $15.0$36.3 million of net cash provided inby operating activities in the same period in 2017. Such change wasof 2018, a decrease of $62.1 million, primarily due to the increased cash inflowoutflow resulted by changes in bank acceptance notes receivable and accounts payable and bank acceptance notes to vendors.

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INVESTING - During the ninethree months ended September 30,March 31, 2019, the Company expended net cash of $28.6 million in investing activities, mainly for acquisition of new equipment and land use rights to support the growth of the business and advances to related parties. For the three months ended March 31, 2018, the Company expended net cash of $33.0$81.6 million in investing activities mainly for mainly for acquisition of property, equipment, land use right, and intangible assets. For the nine months ended September 30, 2017, the Company expended net cash of $48.8 million in investing activities.

  

FINANCING - During the nine month periodthree months ended September 30, 2018,March 31, 2019, the net cash used in financing activities was $8.1$14.8 million. For the nine months ended September 30, 2017, the netThe cash provided by financing activities was $28.1 million. Such$108.5 million for the three months ended March 31, 2018. The decrease was primarily due to the repayments to related parties and repayments of longdecreased short term loans.bank loans obtained from local commercial banks.

 

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

 

OFF-BALANCE SHEET ARRANGEMENTS

 

As of September 30, 2018,March 31, 2019, we did not have any material commitments for capital expenditures or have any transactions, obligations or relationships that could be considered off-balance sheet arrangements.

 

According to the laws of China, the government owns all the land in China. Companies and individuals are authorized to possess and use the land only through land use rights granted by the Chinese government. In 2007, the Company purchased the land use rights from the Ruili Group, a related party. The Company also purchased the buildings on the land in the same transaction. The purchase price of land use right and building amounted to approximately $20 million. On May 5, 2016, the Company entered into a Purchase Agreement with the Ruili Group through Ruian, pursuant to which the Company agreed to exchange the Dongshan Facility plus RMB501 million (approximately $76.5 million) in cash for Development Zone Facility. The value of the Dongshan Facility and Development Zone Facility was appraised to be RMB 125 million (approximately $19.1 million) and RMB 626 million (approximately $95.6 million), respectively. As of March 31, 2019, total amount of RMB481 million (approximately $73.5 million) was paid to the Ruili Group in installments, and the remaining RMB20 million (approximately $3.0 million) will be paid within 10 days of completion of the required procedures for transferring the title of the facilities and the land use right as specified in the Purchase Agreement.


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

 

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

 

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

 

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

 

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

 

c) The Company has reserved tax payables in the amount of RMB 19,007,34119,590,000 (approximately US$2,872.675)2,891,580) on its consolidated balance sheets under the line item “accrued expenses” as if no reduction or exemption of tax is approved. This amount was determined based on a 3% tax rate on the consideration paid for the land use right in the transaction, which the Company considered as the most probable amount of tax liability. This amount also represented the maximum amount of tax the Company expects to pay if the negotiation with the local government ultimately is not successful.

 

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CONTRACTUAL OBLIGATIONS

 

As of September 30, 2018,March 31, 2019, we had no material changes outside the ordinary course of business in our contractual obligationsobligations.

 

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

 

Not Applicable.

 

ITEM 4. CONTROLS AND PROCEDURES

 

Evaluation of Disclosure Controls and Procedures:

 

We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our reports pursuant to the Exchange Act, is recorded, processed, summarized and reported within the time periods specified in the rules and forms, and that such information is accumulated and communicated to us, including our chief executive officer and chief financial officer, as appropriate, to allow timely decisions regarding required disclosure. In designing and evaluating the disclosure controls and procedures, we recognize that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, as ours are designed to do, and we necessarily were required to apply our judgment in evaluating whether the benefits of the controls and procedures that we adopt outweigh their costs. As required by Rules 13a-15(b) and 15d-15(b) of the Exchange Act, an evaluation as of September 30, 2018March 31, 2019 was performed under the supervision and with the participation of the Company’s management, including the Chief Executive Officer (“CEO”) and the Chief Financial Officer (“CFO”), of the effectiveness of the design and operation of the Company’s disclosure controls and procedures (as defined in Rules 13a-15(b) and 15d-15(b) of the Exchange Act). Based on this evaluation, the Company’s management, including the CEO and CFO, concluded that the Company’s disclosure controls and procedures, as of September 30, 2018,March 31, 2019, were effective, in all material respects, for the purpose stated above.

 

Changes in Internal Control over Financial Reporting:

 

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

 


PART IIII. OTHER INFORMATION

 

ITEM 1. LEGAL PROCEEDINGSPROCEEDINGS.

 

None.

30

 

ITEM 1A. RISK FACTORSFACTORS.

 

Not applicable.

 

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

 

None.

 

ITEM 3. DEFAULTS UPON SENIOR SECURITIESSECURITIES.

 

None.

 

ITEM 4. MINE SAFETY DISCLOSURESDISCLOSURES.

 

Not applicable.

 

ITEM 5. OTHER INFORMATIONINFORMATION.

 

None.

 

ITEM 6. EXHIBITS

 

3.1Amended and Restated Articles of Incorporation, as further amended (approved May 27, 2010). (1)
  
3.2Amended and Restated Bylaws effective as of March 14, 2009. (2)
  
31.1Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
  
31.2Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
  
32Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (3)
  
101.1NSXBRL Instance Document
  
101.SCHXBRL Taxonomy Extension Schema Document
  
101.CALXBRL Taxonomy Extension Calculation Linkbase Document
  
101.DEFXBRL Taxonomy Extension Definitions Linkbase Document
  
101.LABXBRL Taxonomy Extension Label Linkbase Document
  
101.PREXBRL Taxonomy Extension Presentation Linkbase Document

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

 

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

 

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

 

31


SIGNATURES

 

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

 

Dated : November 14, 2018May 15, 2019SORL AUTO PARTS, INC.
  
 By: /s/ Xiao Ping Zhang
 

Name: Xiao Ping Zhang

 Title:   Chief Executive Officer
(Principal Executive Officer)

 By: /s/ Zong Yun Zhou
 

Name: Zong Yun Zhou

 

Title:   Chief Financial Officer

(Principal Accounting Officer)

 

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