UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

x

QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 for the quarterly period ended March 31, 2015

 

¨

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

For the transition period from _________ to _________

 

Commission file number 000-11991

 

SORL AUTO PARTS, INC.

(Exact name of registrant as specified in its charter)

 

DELAWARE	30-0091294
(State or other jurisdiction of incorporation or organization)	(IRS Employer Identification No.)

No. 1169 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 x No ¨

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

Yes x No ¨

 

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

Large Accelerated Filer ¨

Accelerated Filer ¨

Non-Accelerated Filer ¨       Smaller Reporting Company x

 

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

Yes ¨ No x

 

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 May 15, 2015 there were 19,304,921 shares of common stock outstanding

 

  

SORL AUTO PARTS, INC.

FORM 10-Q

For the Three Months Ended March 31, 2015

 

INDEX

		Page
PART I.	FINANCIAL INFORMATION (Unaudited)
Item 1.	Financial Statements:
	Consolidated Balance Sheets as of March 31, 2015 (Unaudited) and December 31, 2014	3
	Consolidated Statements of Income and Comprehensive Income for the Three Months Ended March 31, 2015 and 2014 (Unaudited)	4
	Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2015 and 2014 (Unaudited)	5
	Consolidated Statements of Changes in Equity for the Three Months Ended March 31, 2015 (Unaudited)	6
	Notes to Consolidated Financial Statements (Unaudited)	7
Item 2.	Management’s Discussion and Analysis or Financial Condition and Results of Operations	18
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	23
Item 4.	Controls and Procedures	24
PART II.	OTHER INFORMATION	24
Item 1.	Legal Proceedings	24
Item 1A.	Risk Factors	24
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	24
Item 3.	Defaults Upon Senior Securities	24
Item 4.	Mine Safety Disclosures	24
Item 5.	Other Information	24
Item 6.	Exhibits	25
SIGNATURES		26

 

  

SORL Auto Parts, Inc. and Subsidiaries

Consolidated Balance Sheets

March 31, 2015 and December 31, 2014

 

		March 31, 2015				December 31, 2014
		(Unaudited)
Assets
Current Assets
Cash and cash equivalents		US$	4,727,453			US$	14,009,597
Accounts receivable, net			72,785,233				68,171,387
Bank acceptance notes from customers			16,840,791				17,626,704
Short term investments			44,845,698				34,838,757
Inventories			79,941,795				84,186,766
Prepayments, including $15,992 and $83,206 due from related parties at March 31, 2015 and December 31, 2014, respectively			4,494,755				4,663,002
Current portion of prepaid capital lease interest			235,612				282,280
Other current assets			1,833,224				1,282,182
Deferred tax assets			2,023,880				1,868,371
Total Current Assets			227,728,441				226,929,046
Property, plant and equipment, net			43,189,388				43,550,927
Land use rights, net			14,272,734				14,421,729
Intangible assets, net			34,444				37,661
Security deposits on lease agreement			1,860,664				1,867,719
Non-current portion of prepaid capital lease interest			57,003				99,180
Total Non-Current Assets			59,414,233				59,977,216
Total Assets		US$	287,142,674			US$	286,906,262
Liabilities and Equity
Current Liabilities
Accounts payable, including $283,021 and $136,609 due to related parties at March 31, 2015 and December 31, 2014, respectively		US$	9,196,839			US$	13,867,316
Deposit received from customers			20,686,281				19,045,172
Short term bank loans			12,648,031				9,539,476
Income tax payable			1,491,189				1,101,103
Accrued expenses			11,541,927				13,561,163
Current portion of capital lease obligations			3,721,328				3,735,438
Other current liabilities, including $213,060 and $17,681 due to related parties at March 31, 2015 and December 31, 2014, respectively.			2,487,172				2,131,527
Total Current Liabilities			61,772,767				62,981,195
Non-Current Liabilities
Non-current portion of capital lease obligations			2,790,996				3,735,437
Total Non-Current Liabilities			2,790,996				3,735,437
Total Liabilities			64,563,763				66,716,632
Equity
Preferred stock - no par value; 1,000,000 authorized; none issued and outstanding as of March 31, 2015 and December 31, 2014			-				-
Common stock - $0.002 par value; 50,000,000 authorized,19,304,921 issued and outstanding as of March 31, 2015 and December 31, 2014			38,609				38,609
Additional paid-in capital			42,199,014				42,199,014
Reserves			12,335,365				12,019,532
Accumulated other comprehensive income			26,766,638				27,516,206
Retained earnings			119,669,501				116,935,053
Total SORL Auto Parts, Inc. Stockholders' Equity			201,009,127				198,708,414
Noncontrolling Interest In Subsidiaries			21,569,784				21,481,216
Total Equity			222,578,911				220,189,630
Total Liabilities and Equity		US$	287,142,674			US$	286,906,262

 

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

 

 

SORL Auto Parts, Inc. and Subsidiaries

Consolidated Statements of Income and Comprehensive Income

For The Three Months Ended March 31, 2015 and 2014 (Unaudited)

 

		Three Months Ended March 31,
		2015				2014
Net sales		US$	52,197,966			US$	49,993,289
Include: sales to related parties			1,011,924				290,077
Cost of sales			38,466,892				34,606,353
Gross profit			13,731,074				15,386,936
Expenses:
Selling and distribution expenses			5,350,998				5,705,494
General and administrative expenses			2,719,372				4,316,154
Research and development expenses			1,712,621				1,491,199
Total operating expenses			9,782,991				11,512,847
Other operating income			585,717				376,132
Income from operations			4,533,800				4,250,221
Other income			93,391				38,304
Interest expenses			(166,656	)			(485,756	)
Other expenses			(259,733	)			(226,034	)
Income before provision for income taxes			4,200,802				3,576,735
Provision for income taxes			998,278				513,235
Net income		US$	3,202,524			US$	3,063,500
Net income attributable to noncontrolling interest In subsidiaries			152,243				293,197
Net income attributable to common stockholders		US$	3,050,281			US$	2,770,303
Comprehensive income:
Net income		US$	3,202,524			US$	3,063,500
Foreign currency translation adjustments			(813,243	)			4,357,991
Comprehensive income			2,389,281				7,421,491
Comprehensive income attributable to noncontrolling interest in subsidiaries			88,568				697,996
Comprehensive income attributable to common stockholders		US$	2,300,713			US$	6,723,495
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$	0.16			US$	0.14
EPS - diluted		US$	0.16			US$	0.14

 

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, 2015 and 2014 (Unaudited)

 

		Three Months Ended March 31,
		2015				2014
Cash Flows From Operating Activities
Net Income		US$	3,202,524			US$	3,063,500
Adjustments to reconcile net income to net cash used in operating activities:
Allowance for doubtful accounts			(338,319	)			299,798
Depreciation and amortization			1,937,064				1,853,310
Deferred income tax			(162,875	)			(89,345	)
Loss on disposal of property and equipment			-				(8,217	)
Changes in assets and liabilities:
Account receivable			(4,556,747	)			(4,438,919	)
Bank acceptance notes from customers			720,695				7,375,687
Other currents assets			(557,779	)			117,457
Inventories			3,937,590				(1,279,739	)
Prepayments			(492,545	)			(2,254,068	)
Prepaid capital lease interest			87,570				131,368
Accounts payable			(4,765,769	)			(5,252,230	)
Income tax payable			394,992				(109,066	)
Deposits received from customers			1,716,287				(524,065	)
Other current liabilities and accrued expenses			(1,608,205	)			308,876
Net Cash Flows Used In Operating Activities			(485,517	)			(805,653	)
Cash Flows From Investing Activities
Change in short term investments			(10,157,715	)			-
Acquisition of property and equipment			(859,313	)			(966,568	)
Proceeds of disposal of property and equipment			-				14,472
Net Cash Flows Used In Investing Activities			(11,017,028	)			(952,096	)
Cash Flows From Financing Activities
Proceeds from bank loans			8,643,266				20,196,632
Repayment of bank loans			(5,470,663	)			(10,566,433	)
Repayment of capital lease			(932,092	)			(918,873	)
Net Cash Flows Provided By Financing Activities			2,240,511				8,711,326
Effects on changes in foreign exchange rate			(20,110	)			629,376
Net change in cash and cash equivalents			(9,282,144	)			7,582,953
Cash and cash equivalents- beginning of the period			14,009,597				28,241,983
Cash and cash equivalents - end of the period		US$	4,727,453			US$	35,824,936
Supplemental Cash Flow Disclosures:
Interest paid		US$	191,154			US$	485,756
Income taxes paid		US$	766,161			US$	707,103

 

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

 

  

SORL Auto Parts, Inc. and Subsidiaries

Consolidated Statements of Changes in Equity

For The Three Months Ended March 31, 2015 (Unaudited)

 

		Number of Shares				Common Stock				Additional Paid-in Capital				Reserves				Retained Earnings				Accumulated Other Comprehensive Income				Total SORL Auto Parts, Inc. Stockholders' Equity				Noncontrolling Interest				Total Equity
Beginning Balance - January 1, 2015			19,304,921			$	38,609			$	42,199,014			$	12,019,532			$	116,935,053			$	27,516,206			$	198,708,414			$	21,481,216			$	220,189,630
Net income			-				-				-				-				3,050,281				-				3,050,281				152,243				3,202,524
Foreign currency translation adjustment			-				-				-				-				-				(749,568	)			(749,568	)			(63,675	)			(813,243	)
Transfer to reserve			-				-				-				315,833				(315,833	)			-				-				-				-
Ending Balance - March 31, 2015			19,304,921			$	38,609			$	42,199,014			$	12,335,365			$	119,669,501			$	26,766,638			$	201,009,127			$	21,569,784			$	222,578,911

 

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

 

 

SORL Auto Parts, Inc. and Subsidiaries

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2015

(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”) and 60% ownership of SORL International Holding, Ltd. ("SIH") in Hong Kong. The Company distributes products both in China and internationally under SORL trademarks. The Company’s product range includes 65 categories and over 2000 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”) 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 entered into a joint venture agreement with MGR Hong Kong Limited (“MGR”), a Hong Kong-based global auto parts distribution specialist firm and a Taiwanese investor. The new joint venture was named SORL International Holding, Ltd. or SIH. SORL holds a 60% interest in SIH, MGR holds a 30% interest, and the Taiwanese investor holds a 10% interest. SIH is primarily devoted to expanding SORL's international sales network in the Asia-Pacific region and creating a larger footprint in Europe, the Middle East and Africa with a goal to create a truly global distribution network. Based in Hong Kong, SIH is expanding and establishing channels of distribution in international markets with SORL's primary products, including spring brake chambers, clutch servos, air dryers, relay valves and hand brake valves.

 

On February 8, 2010, the Company sold 1,000,000 shares of its common stock to selected institutional investors at a price of $10.00 per share pursuant to a registered direct offering. This transaction provided net proceeds of approximately $9.4 million.

 

On August 31, 2010, the Company, through the Joint Venture, executed an agreement to acquire the assets of the hydraulic brake, power steering, and automotive electrical operations of the Ruili Group (a related party under common control). As a result of this acquisition, the Company’s product offerings expanded to both commercial and passenger vehicles’ brake systems and other key safety-related auto parts. The purchase price was RMB 170 million, or approximately US $25 million. The transaction was accounted for using the book value of assets acquired, consisting primarily of machinery and equipment, inventory, accounts receivable and patent rights, used or usable in connection with the acquired segment of the auto parts business of the Seller. The Company purchased the machinery and equipment, inventory, and accounts receivable at book values of US $8.0 million, US $8.0 million and US $5.2 million, respectively. The Company did not acquire any of the assets of the Seller other than those in the segment of Seller’s business described above. The excess of consideration over the carrying value of net assets received has been recorded as a decrease in the additional paid-in capital of the Company.

 

The acquisition was accounted for as a transaction between the entities under common control because the CEO of the Company owns 63% of the registered capital of the Ruili Group, and, together with his wife and brother, owns more than 50% of the outstanding common stock of SORL. This results in the acquisition being accounted for using the historical costs of the financial statements of the Seller. The consolidated financial statements have been prepared as if the acquisition took place at the earliest time presented, that is, as of January 1, 2009. The asset purchase was deemed to be the acquisition of a business.

 

 

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, 2014 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, 2014. 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, 2014, and other reports filed with the SEC.

 

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

 

(2)

SIGNIFICANT ACCOUNTING POLICIES

 

a. ACCOUNTING METHOD

 

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

  

b. USE OF ESTIMATES

 

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

 

c. FAIR VALUE OF FINANCIAL INSTRUMENTS

 

For certain of the Company’s financial instruments, including cash and cash equivalents, short term investments, trade receivables and payables, prepaid expenses, deposits and other current assets, short-term bank borrowings, and other payables and accruals, the carrying amounts approximate fair values due to their short maturities.

 

d. REVENUE RECOGNITION

 

Revenue from the sale of goods is recognized when the risks and rewards of ownership of the goods have transferred to the buyer. The transfer is decided by several factors, including factors such as when persuasive evidence of an arrangement exits, delivery has occurred, the sales price is fixed and determinable, and collection is probable. Revenue consists of the invoice value for the sale of goods and services net of value-added tax, rebates and discounts and returns. The Company nets sales return in gross revenue, i.e., the revenue shown in the income statement is the net sales.

 

 

e. COST OF SALES

 

Cost of sales consists primarily of materials costs, applicable local government levies, freight charges, purchasing and receiving costs, inspection costs, employee compensation, depreciation and related costs, which are directly attributable to production. Write-down of inventories to lower of cost or market is also recorded in cost of sales, if any.

  

f. FOREIGN CURRENCY TRANSLATION

 

The Company maintains its books and accounting records in RMB, the currency of the PRC. The Company’s functional currency is also RMB. The Company has adopted FASB ASC 830-30 in translating financial statement amounts from RMB to the Company’s reporting currency, United States dollars (“US$”). All assets and liabilities are translated at the current rate. The shareholders’ 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.

  

g. RECLASSIFICATIONS

 

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

 

NOTE C - RELATED PARTY TRANSACTIONS

 

The Company continues to purchase packaging materials from the Ruili Group. The Ruili Group is the minority stockholder of Joint Venture and is collectively controlled by Mr. Xiao Ping Zhang, his wife Ms. Shu Ping Chi, and his brother Mr. Xiao Feng Zhang. In addition, the Company purchases from two other related parties, Guangzhou Kormee Vehicle Brake Technology Development Co., Ltd. (“Guangzhou Kormee”) and Ruian Kormee Vehicle Brake Co., Ltd. (“Ruian Kormee”). Guangzhou Kormee is controlled by the Ruili Group and Ruian Kormee is the wholly-owned subsidiary of Guangzhou Kormee. The Company also sells certain automotive products to Guangzhou Kormee, Ruian Kormee and the Ruili Group. MGR holds a 30% interest in SIH. The stockholders of MGR are the management of SIH.

 

The following related party transactions occurred for the three months ended March 31, 2015 and 2014:

 

		For The Three Months Ended March 31,
		2015				2014
PURCHASES FROM:
Guangzhou Kormee Vehicle Brake Technology Development Co., Ltd.		$	286,415			$	537,956
Ruian Kormee Vehicle Brake Co., Ltd.			74,603				349,266
Ruili Group Co., Ltd.			810,864				933,626
Total Purchases		$	1,171,882			$	1,820,848
SALES TO:
Guangzhou Kormee Vehicle Brake Technology Development Co., Ltd.		$	94,896			$	40,647
Ruian Kormee Vehicle Brake Co., Ltd.			17,315				25,473
Ruili Group Co., Ltd.			1,011,924				223,957
Total Sales		$	1,124,135			$	290,077

 

 

During the three months ended March 31, 2015, for the sales mentioned above, the sales to Guangzhou Kormee and Ruian Kormee were sales of scrap materials and were included in other operating income in the consolidated statements of income and comprehensive income. The sales to Ruili Group were included in sales in the consolidated statements of income and comprehensive income.

 

		March 31,				December 31,
		2015				2014
PREPAYMENTS TO RELATED PARTIES
Ruian Kormee Vehicle Brake Co., Ltd.		$	15,992			$	83,206
Total		$	15,992			$	83,206
ACCOUNTS PAYABLE TO RELATED PARTIES
Guangzhou Kormee Vehicle Brake Technology Development Co., Ltd.		$	282,443			$	59,011
Ruili Group Co., Ltd.			578				77,598
Total		$	283,021			$	136,609
OTHER PAYABLES TO RELATED PARTIES
MGR Hong Kong Limited		$	160,916			$	17,681
Ruili Group Co., Ltd.			52,144				—
Total		$	213,060			$	17,681

 

The Company entered into several lease agreements with related parties, see Note L for more details.

 

 

In addition, the Company provided a guarantee for the credit line granted to Ruili Group by the Bank of Ningbo in the amount of RMB108,000,000 (approximately US$17,182,404) for the period from September 26, 2013 to September 25, 2014, which was renewed in 2014 for a term from August 22, 2014 to August 21, 2015. The Company also provides a guarantee for Ruili Group related to the credit line granted by China Zheshang Bank in the amount of RMB 146,960,000 (approximately US$24,016,996) for the period from December 9, 2014 to December 9, 2015.

 

NOTE D - ACCOUNTS RECEIVABLE

 

Accounts receivable, net consisted of the following:

 

		March 31, 2015				December 31, 2014
Accounts receivable		$	78,843,590			$	74,646,974
Less: allowance for doubtful accounts			(6,058,357	)			(6,475,587	)
Accounts receivable, net		$	72,785,233			$	68,171,387

 

No customer individually accounted for more than 10% of our revenues or accounts receivable for the quarters ended March 31, 2015 and 2014. The changes in the allowance for doubtful accounts at March 31, 2015 and December 31, 2014 are summarized as follows:

 

		March 31, 2015				December 31, 2014
Beginning balance		$	6,475,587			$	3,813,415
Add: Increase to allowance			(417,230	)			2,662,172
Less: Accounts written off			—				—
Ending balance		$	6,058,357			$	6,475,587

 

NOTE E - INVENTORIES

 

At March 31, 2015 and December 31, 2014, inventories consisted of the following:

 

		March 31, 2015				December 31, 2014
Raw Materials		$	8,258,943			$	11,934,720
Work in process			29,862,393				30,020,125
Finished Goods			41,988,740				42,400,202
Less: Write-down of inventories			(168,281	)			(168,281	)
Total Inventory		$	79,941,795			$	84,186,766

 

 

NOTE F - PROPERTY, PLANT AND EQUIPMENT

 

Property, plant and equipment consisted of the following at March 31, 2015 and December 31, 2014:

 

		March 31, 2015				December 31, 2014
Machinery		$	52,889,686			$	51,619,990
Molds			1,420,605				1,425,992
Office equipment			2,232,036				2,257,208
Vehicles			2,062,665				2,040,061
Buildings			9,118,387				9,152,959
Machinery held under capital lease			29,012,601				29,012,601
Leasehold improvements			572,139				562,521
Sub-Total			97,308,119				96,071,332
Less: Accumulated depreciation			(54,118,731	)			(52,520,405	)
Property, plant and equipment, net		$	43,189,388			$	43,550,927

 

Depreciation expense charged to operations was $1,839,283 and $1,730,015 for the three months ended March 31, 2015 and 2014, respectively.

 

NOTE G - DEFERRED TAX ASSETS 

 

Deferred tax assets consisted of the following as of March 31, 2015 and December 31, 2014:

 

		March 31, 2015				December 31, 2014
Deferred tax assets - current
Allowance for doubtful accounts		$	902,334			$	990,496
Revenue (net of cost)			141,817				―
Unpaid accrued expenses			125,742				180,392
Warranty			853,987				848,566
Deferred tax assets			2,023,880				2,019,454
Valuation allowance			―				―
Net deferred tax assets - current		$	2,023,880			$	2,019,454
Deferred tax liabilities - current
Revenue (net of cost)		$	―			$	151,083
Deferred tax liabilities - current			―				151,083
Net deferred tax assets - current		$	2,023,880			$	1,868,371

 

 

Deferred taxation is calculated under the liability method in respect of taxation effect arising from all timing differences, which are expected with reasonable probability to realize in the foreseeable future. The Company and its subsidiaries do not have income tax liabilities in U.S. as the Company had no taxable income for the reporting period. The Company’s subsidiary registered in the PRC is subject to income taxes within the PRC at the applicable tax rate.

 

NOTE H - SHORT-TERM BANK LOANS

 

Bank loans represented the following as of March 31, 2015 and December 31, 2014:

 

		March 31, 2015				December 31, 2014
Secured		$	12,648,031			$	9,539,476

 

The Company obtained those short term loans from Bank of China, Bank of Ningbo, China Construction Bank and Agricultural Bank of China, respectively, to finance general working capital as well as new equipment acquisition. Interest rate for the loans ranged from 0.32% to 3.50% per annum. The maturity dates of the loans ranged from April 21, 2015 to September 16, 2015. As of March 31, 2015 and December 31, 2014, the Company’s accounts receivables of $14,377,975 and $12,328,735, respectively, were pledged as collateral under loan arrangements. For three months ended March 31, 2015 and 2014, the interest expenses for short-term bank loans were $27,291 and $189,880, respectively.

 

Corporate or personal guarantees:
$8,134,972	Guaranteed by the Ruili Group, a related party;
$2,621,075	Guaranteed by the Ruili Group, a related party, Mr. Xiao Ping Zhang and Ms. Shu Ping Chi, both principal shareholders.
$1,891,984	Guaranteed by the Ruili Group, a related party, Mr. Xiao Ping Zhang and Ms. Shu Ping Chi, both principal shareholders and Jia Rui Zhang, the daughter of Mr. Xiao Ping Zhang and Ms. Shu Ping Chi.

 

NOTE I – CAPITAL LEASE OBLIGATIONS

 

		March 31, 2015				December 31, 2014
Total capital lease obligations		$	6,512,324			$	7,470,875
Less: current portion			(3,721,328	)			(3,735,438	)
Non-current portion		$	2,790,996			$	3,735,437

 

On September 13, 2011, the Company entered into a leasing agreement with International Far Eastern Leasing Co., Ltd., a subsidiary of China Sinochem Corporation, for a term of 60 months and an interest rate of 7.95% per annum, payable monthly in arrears. To reduce its financing expenses, the Company entered into a new leasing agreement with International Far Eastern Leasing Co., Ltd. in December 2012 and terminated the original agreement. The lease inception date of the new lease agreement was January 4, 2013 and the termination date was January 4, 2017. The duration of the new agreement was 48 months with an interest rate of 6.4% per annum and was secured with the Company’s equipment in the original cost of $28,396,853. The capital lease obligation obtained by the Company was RMB 91,428,571 (approximately $14,545,950) and the Company is required to maintain a security deposit of RMB 11,428,571 (approximately $1,818,244). The Company prepaid all interests of RMB 10,705,357 (approximately $1,703,212) after the discount and is obligated for the payment of RMB 1,904,761.9 (approximately $303,041) monthly. The prepaid interest for capital lease obligation is amortized over the life of capital lease agreement using the effective interest method.

 

 

NOTE J - INCOME TAXES

 

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

 

In 2009, the Company was awarded the "High-Tech Enterprise" certificate by the Chinese government. The High-Tech Enterprise certificate was valid for three years and provided the Company with a reduced tax rate of 15%. The Company passed the re-assessment of “High-Tech Enterprise” designation by the government in 2012 and continued to be taxed at a 15% rate from 2012 through 2014. Upon the expiration of the “High-Tech Enterprise” certificate in 2015, the Company is undergoing the re-assessment of the certificate by the government and is currently subject to a tax rate of 25%.

 

The reconciliation of the effective income tax rate of Ruian to the statutory income tax rate in the PRC for the three months ended March 31, 2015 and 2014 is as follows:

 

		Three Months Ended March 31, 2015				Three Months Ended March 31, 2014
US statutory income tax rate			35.00	%			35.00	%
Valuation allowance recognized with respect to the loss in the US company			-35.00	%			-35.00	%
HK statutory income tax rate			16.50	%			16.50	%
Valuation allowance recognized with respect to the loss in the HK company			-16.50	%			-16.50	%
China statutory income tax rate			25.00	%			25.00	%
Effects of income tax exemptions and reliefs			-				-10.00	%
Effects of additional deduction allowed for R&D expenses			-5.10	%			-3.13	%
Other items			3.86	%			2.48	%
Effective tax rate			23.76	%			14.35	%

 

 

Income taxes are calculated on a separate entity basis. Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. There currently is no tax benefit recorded for the United States. The tax authority may examine the tax returns of the Company three years after the year ended December 31, 2015. In the three months ended March 31, 2015 and 2014, there were no penalties and interest, which generally are recorded in the general and administrative expenses or in the tax expenses. The provisions for income taxes for the three months ended March 31, 2015 and 2014, respectively, are summarized as follows:

 

		Three Months Ended March 31, 2015				Three Months Ended March 31, 2014
Current		$	1,161,153			$	602,580
Deferred			(162,875	)			(89,345	)
Total		$	998,278			$	513,235

 

ASC 740-10 requires recognition and measurement of uncertain income tax positions using a “more-likely-than-not” approach. The management evaluated the Company‘s tax positions and considered that no provision for uncertainty in income taxes was necessary as of March 31, 2015 and December 31, 2014.

 

NOTE K – NON-CONTROLLING INTEREST IN SUBSIDIAIRES

 

Non-controlling interest in subsidiaries represents a 10% non-controlling interest, owned by the Ruili Group, in Ruian, and a 40% non-controlling interest, owned by the Company’s Joint Venture partners, in SIH. Net income attributable to non-controlling interests in subsidiaries amounted to $152,243 and $293,197 for the three months ended March 31, 2015 and 2014, respectively.

 

		March 31, 2015				March 31, 2014
10% non-controlling interest in Ruian		$	350,927			$	323,050
40% non-controlling interest in SIH			(198,684	)			(29,853	)
Total		$	152,243			$	293,197

 

NOTE L – OPERATING LEASES WITH RELATED PARTIES

 

In December 2006, Ruian entered into a lease agreement with Ruili Group Co., Ltd. for the lease of two apartment buildings. These two apartment buildings are for Ruian’s management personnel and staff, respectively. The lease term is from January 2013 to December 2016. This lease was amended in 2013, with a new lease term from January 1, 2013 to December 31, 2022. The annual lease expense is RMB2,100,000 (approximately US$333,688).

 

In May 2009, Ruian entered into a lease agreement with Ruili Group Co., Ltd. for the lease of a manufacturing plant. The lease term is from September 2009 to May 2017. In August 2010, a new lease agreement was signed between Ruian and Ruili Group Co., Ltd., under which Ruian leased 32,410 square meters manufacturing plant for its new purchased passenger vehicles brake systems business. The lease term is from September 2009 to August 2020. This lease was amended in 2013. The amended lease term is from January 1, 2013 to December 31, 2017. The annual lease expense is RMB8,137,680 (approximately US$1,293,070).

 

The lease expenses were $417,483 and $411,562 for the three months ended March 31, 2015 and 2014, respectively.

 

NOTE M - WARRANTY CLAIMS

 

Warranty claims were $485,334 and $501,666 for the three months ended March 31, 2015 and March 31, 2014, respectively. Warranty claims are classified as accrued expenses on the balance sheet. The movement of accrued warranty expenses for the three months ended March 31, 2015 was as follows:

 

 

Beginning balance at January 1, 2015		$	5,657,106
Aggregate increase for new warranties issued during current period			485,334
Aggregate reduction for payments made			(472,197	)
Ending balance at March 31, 2015		$	5,670,243

 

NOTE N – SEGMENT INFORMATION

 

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

 

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

 

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

 

		For The Three Months Ended March 31,
		2015				2014
NET SALES TO EXTERNAL CUSTOMERS
Commercial vehicle brake systems		$	43,253,546			$	39,943,625
Passenger vehicle brake systems			8,944,420				10,049,664
Net sales		$	52,197,966			$	49,993,289
INTERSEGMENT SALES
Commercial vehicle brake systems		$	―			$	―
Passenger vehicle brake systems			―				―
Intersegment sales		$	―			$	―
GROSS PROFIT
Commercial vehicle brake systems		$	11,378,176			$	12,293,850
Passenger vehicle brake systems			2,352,898				3,093,086
Gross profit		$	13,731,074			$	15,386,936
Other operating income			585,717				376,132
Selling and distribution expenses			5,350,998				5,705,494
General and administrative expenses			2,719,372				4,316,154
Research and development expenses			1,712,621				1,491,199
Income from operations			4,533,800				4,250,221
Interest expenses			(166,656	)			(485,756	)
Other income			93,391				38,304
Other expenses			(259,733	)			(226,034	)
Income before income tax expense		$	4,200,802			$	3,576,735
CAPITAL EXPENDITURES
Commercial vehicle brake systems		$	712,065			$	772,268
Passenger vehicle brake systems			147,248				194,300
Total		$	859,313			$	966,568
DEPRECIATION AND AMORTIZATION
Commercial vehicle brake systems		$	1,605,137			$	1,480,757
Passenger vehicle brake systems			331,927				372,553
Total		$	1,937,064			$	1,853,310

 

 

		March 31, 2015				December 31, 2014
TOTAL ASSETS
Commercial vehicle brake systems		$	237,939,132			$	234,186,022
Passenger vehicle brake systems			49,203,542				52,720,240
Total		$	287,142,674			$	286,906,262
		March 31, 2015				December 31, 2014
LONG LIVED ASSETS
Commercial Vehicle Brake Systems		$	49,233,264			$	48,956,149
Passenger Vehicle Brake Systems			10,180,969				11,021,067
Total		$	59,414,233			$	59,977,216

 

 

NOTE O – CONTINGENCIES

 

(1) According to the laws of China, the Chinese 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. The Company purchased the land use rights and the building on the land from Ruili Group for approximately $20 million on September 28, 2007. The Company has not yet obtained the land use right certificate nor the property ownership certificate of the building. There is no new development of negotiation regarding taxes related to the land use rights. Although the Company plans to conclude negotiations with the local government and to obtain the land use right certificate as soon as practicable, the Company is unable to predict when the negotiations will be resolved or concluded. There is no assurance that the Company can obtain the land use right certificate. 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 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. Even if it is unable to resolve the tax issues and obtain the land use right certificate for the land and related building, there will be no potential adverse implication on the Company.

 

(2) The Company provided the guarantee for the credit line granted to Ruili Group by the Bank of Ningbo in the amount of RMB108,000,000 (approximately $17,182,404) for the period from September 26, 2013 to September 25, 2014, which was renewed in 2014 for a term from August 22, 2014 to August 21, 2015. The Company also provides the guarantee for Ruili Group related to the credit line granted by China Zheshang Bank in the amount of RMB 146,960,000 (approximately $24,016,996) from December 9, 2014 to December 9, 2015.

 

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

 

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

 

FORWARD-LOOKING STATEMENTS

 

This quarterly report on Form 10-Q includes forward-looking statements. Any statements contained in this report that are not statements of historical fact may be deemed to be forward-looking statements. Generally, the words “believe,” “anticipate,” “may,” “will,” “should,” “expect,” “intend,” “estimate,” “continue,” and similar expressions, or the negative thereof, or comparable terminology, are intended to identify forward-looking statements. Such statements are subject to certain risks and uncertainties, including the matters set forth in this report or other reports or documents we file with SEC from time to time, which could cause actual results or outcomes to differ materially from those anticipated. Some of the factors that could cause actual results to differ include: our ability to effectively implement our business strategy; our ability to handle downward pricing pressures on our products; and our ability to accurately or effectively plan our production or supply needs. For a discussion of these and all other known risks and uncertainties that could cause actual results to differ from those contained in the forward-looking statements, see “Risk Factors” in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2014, 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—Critical Accounting Policies and Estimates” in our Annual Report on Form 10-K for the Year ended December 31, 2014.

 

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

 

RESULTS OF OPERATIONS

 

The following statements are about results of operations for the three months ended March 31, 2015 as compared to the three months ended March 31, 2014.

 

Sales

 

		Three Months Ended March 31, 2015								Three Months Ended March 31, 2014
		(U.S. dollars in millions)
Commercial vehicle brake systems		$	43.3				83	%		$	40.0				80	%
Passenger vehicle brake systems		$	8.9				17	%		$	10.0				20	%
Total		$	52.2				100	%		$	50.0				100	%

 

The sales were $52,197,966 and $49,993,289 for the three months ended March 31, 2015 and 2014, respectively, an increase of $2.2 million or 4.4%. The increase was mainly due to the increased sales of commercial vehicle brake systems to Chinese Aftermarket and international market.

 

The sales from commercial vehicle brake systems increased by $3.3 million or 8.3%, to $43.3 million for the first fiscal quarter of 2015, compared to $40.0 million for the same period of 2014. Our high-quality, low cost products continued to generate higher sales and further penetrated into the commercial vehicle market, which impacted the sales of the Commercial Vehicle Brake Systems.

 

The sales from Passenger Vehicle Brake Systems decreased by $1.1 million or 11.0%, to $8.9 million for the first fiscal quarter of 2015, compared to $10.0 million for the same period of 2014. The decrease was mainly due to the adjustment of our customer structure in the third fiscal quarter of 2014, namely reducing or suspending sales to customers who have long term overdue payment or who makes relatively small amount of orders.

 

 

A breakdown of net sales revenue for these markets for the first fiscal quarter of the 2015 and 2014, respectively, is set forth below:

 

		Three  Months				Percent				Three  Months				Percent
		Ended				of				Ended				of
		March 31,  2015				Total  Sales				March 31,  2014				Total  Sales				Percentage Change
		(U.S. dollars in millions)
China OEM market		$	25.9				49.7	%		$	28.6				57.1	%			-9.4	%
China aftermarket		$	12.4				23.7	%		$	10.5				21.0	%			18.0	%
International market		$	13.9				26.6	%		$	10.9				21.9	%			27.5	%
Total		$	52.2				100.0	%		$	50.0				100.0	%			4.4	%

 

Considering the decline of the production and sales of the commercial vehicles for the first fiscal quarter of 2015 in the automobile industry, our sales to the Chinese OEM Market decreased by 9.4% from the first fiscal quarter of 2014, to $25.9 million for the first fiscal quarter of 2015.

 

Our sales to the Chinese Aftermarket increased by $1.9 million or 18.0%, to $12.4 million for the first fiscal quarter of 2015, compared to $10.5 million for the same period of 2014. The increased new vehicle sales in China and the expiration of OEM warranties helped to drive our aftermarket business. Sales of our new model products, applicable to both the Chinese OEM Market and Chinese Aftermarket, also increased during the three months ended March 31, 2015. 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.

 

Our export sales increased by $3.0 million or 27.5%, to $13.9 million for the first fiscal quarter of 2015, as compared to $10.9 million for the same period of 2014. A part of our strategy is to strengthen and extend our distribution networks to increase our exposure with end users. 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 March 31, 2015 were $38,466,892 an increase of $3.9 million or 11.2% from $34,606,353 for the same period last year. Our gross profit decreased by 10.8% from $15,386,936 for the first fiscal quarter of 2014 to $13,731,074 for the first fiscal quarter of 2015.

 

Gross margin decreased to 26.3% from 30.8% for the three months ended March 31, 2015 compared to the three months ended March 31, 2014. One of the reasons of the decrease is that, to strengthen our competitiveness and increase our market share, we started the price promotion in the aftermarket and international market for the three months ended March 31, 2015. The increased labor cost also decreased our gross margin for the three months ended March 31, 2015. We intend to focus in 2015 on increasing production efficiency, improving the technologies of products, and improving our product portfolio, to help us to maintain or increase our gross profit margins.

 

Cost of sales from Commercial Vehicle Brake Systems for the three months ended March 31, 2015 were $31.8 million, an increase of $4.2 million or 15.3% from $27.6 million for the same period last year. The gross profit from commercial vehicle brake systems decreased by 7.4% from $12.3 million for the first fiscal quarter of 2014 to $11.4 million for the first fiscal quarter of 2015. Gross margin from commercial vehicle brake systems decreased to 26.3% from 30.8% for the three months ended March 31, 2015 compared with 2014. To strengthen our competitiveness and increase our market share, we started the price promotion in the aftermarket and international market for the three months ended March 31, 2015. The increased labor cost also decreased our gross margin for the three months ended March 31, 2015.

 

Cost of sales from Passenger Vehicle Brake Systems for the three months ended March 31, 2015 were $6.6 million, a decrease of $0.4 million or 5.2% from $7.0 million for the same period last year. The gross profit from passenger vehicle brake systems decreased by 23.9% from $3.1 million for the first fiscal quarter of 2014 to $2.4 million for the first fiscal quarter of 2015. Gross margin from Passenger Vehicle Brake Systems decreased to 26.3% from 30.8% for the three months ended March 31, 2015 compared with 2014. To strengthen our competitiveness and increase our market share, we started the price promotion in the Chinese Aftermarket and international market for the three months ended March 31, 2015. The increased labor cost also decreased our gross margin for the three months ended March 31, 2015.

 

 

Selling and Distribution Expenses

 

Selling and distribution expenses were $5,350,998 for the three months ended March 31, 2015, as compared to $5,705,494 for the same period of 2014, a decrease of $354,496, or 6.2%.

 

The decrease was mainly due to decreased freight expense and salaries of the sales force. As a percentage of sales revenue, selling expenses decreased to 10.3% for the three months ended March 31, 2015, as compared to 11.4% for the same period in 2014.

 

General and Administrative Expenses

 

General and administrative expenses were $2,719,372 for the three months ended March 31, 2015, as compared to $4,316,154 for the same period of 2014, a decrease of $1,596,782 or 37.0%. The decrease was mainly due to the cost control measures implemented during this quarter. As a percentage of sales revenue, general and administrative expenses decreased to 5.2% for the three months ended March 31, 2015, as compared to 8.6% for the same period in 2014.

 

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 first-party development costs. For the three months ended March 31, 2015, research and development expenses were $1,712,621, as compared to $1,491,199 for the same period of 2014, an increase of $221,422.

 

Other Operating Income

 

Other operating income was $585,717 for the three months ended March 31, 2015, as compared to $376,132 for the three months ended March 31, 2014, an increase of $209,585. The increase was mainly due to an increase in sales of raw material scraps for the three months ended March 31, 2015.

 

Depreciation and Amortization

 

Depreciation and amortization expense increased to $1,937,064 for the three months ended March 31, 2015, as compared to that of $1,853,310 for the same period of 2014, an increase of $83,754..

 

Interest Expenses

 

The interest expenses for the three months ended March 31, 2015 decreased by $319,100 to $166,656 from $485,756 for the same period of 2014, mainly due to decreased interest rate and decreased amount of average loans outstanding during the period.

 

Income Tax

 

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

 

The Company increased its investment in the Joint Venture as a result of its financing in December, 2006. In accordance with the Income Tax Law of the People's Republic of China on Foreign-invested Enterprises and Foreign Enterprises, the Joint Venture was eligible for additional preferential tax treatment for the years 2007 and 2008. In those years, the Joint Venture was entitled to an income tax exemption on all pre-tax income generated by the Company above its pre-tax income generated in the year 2006. This tax exemption was superseded as a result of the Joint Venture having been awarded the "High-Tech Enterprise" certificate by the Chinese government. The High-Tech Enterprise certificate was valid for three years and provided for a reduced tax rate for years 2009 through 2011. The Company used a tax rate of 25% for the first three quarters of 2012. In December 2012, the Joint Venture passed the re-assessment of the High-Tech Enterprise certificate by the government, according to the relevant PRC income tax laws. Accordingly, it continued to be taxed at a 15% rate in 2012 through 2014. Upon the expiration of “High-Tech Enterprise” certificate, the Company is undergoing the re-assessment. The current income tax rate used by the Company for the three months ended March 31, 2015 is 25%.

 

 

Income tax expense of $998,278 and $513,235 was recorded for the fiscal quarter ended March 31, 2015 and 2014, respectively. The increase was mainly due to increased income tax rate and pre-tax income.

 

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. Net income attributable to non-controlling interest in subsidiaries amounted to $152,243 and $293,197 for the first fiscal quarter ended March 31, 2015 and 2014, respectively.

 

Net Income Attributable to Stockholders

 

The net income attributable to stockholders for the fiscal quarter ended March 31, 2015 increased by $0.3 million, to $3,050,281 from $2,770,303 for the fiscal quarter ended March 31, 2014 due to increased net income, which was caused by decreased expenses. The main factors contributing to our expenses decreased for the fiscal quarter ended March 31, 2015 was the cost control measures. Earnings per share (“EPS”), both basic and diluted, for the fiscal quarter ended March 31, 2015 and 2014, were $0.16 and $0.14, respectively.

 

Liquidity and Capital Resources

 

As of March 31, 2015, the Company had cash and cash equivalents of $4,727,453, as compared to cash and cash equivalents of $14,009,597 as of December 31, 2014. The Company had working capital of $165,955,674 at March 31, 2015, as compared to working capital of $163,947,851 at December 31, 2014, reflecting current ratios of 3.69:1 and 3.60:1, respectively.

 

OPERATING - Net cash used in operating activities was $485,517 for the three months ended March 31, 2015 compared with $805,653 of net cash used by operating activities in the same period in 2014, a decrease of $0.3 million, primarily due to the increased cash inflow resulted by changes in inventories and deposits received from customers.

 

INVESTING - During the three months ended March 31, 2015, the Company expended net cash of $11,017,028 in investing activities, mainly for short term investments in term deposits and acquisition of new equipment to support the growth of the business. For the three months ended March 31, 2014, the Company expended net cash of $952,096 in investing activities.

 

FINANCING - During the three months ended March 31, 2015, the cash provided by financing activities was $2,240,511. The cash provided by financing activities was $8,711,326 for the three months ended March 31, 2014.

 

The Company has taken a number of steps to improve the management of its cash flow. We place more emphasis on collection of accounts receivable from our customers. 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 for the foreseeable future.

 

OFF-BALANCE SHEET ARRANGEMENTS

 

As of March 31, 2015, 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. The Company purchased the land use rights from the Ruili Group, a related party. The Company also purchased a building on the land in the same transaction. The purchase price of land use right and building amounted to approximately $20 million.

 

 

The Company has been negotiating with the government for a reduction in or exemption from the tax being sought by the government in connection with the transfer of the land use rights. Because of the change in personnel of the local government, there is no new development of negotiations regarding taxes related to the land use rights. Due to the lack of resolution of that issue, the land use right certificate and the property ownership certificate have not been issued to the Company. There is no assurance that we can conclude the negotiations with the government and obtain a favorable result. We plan to conclude negotiations with the government and to obtain the land use rights certificate as soon as practicable.

 

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 4,560,000 (approximately US$724,580) on its consolidated balance sheets under the line item “accrued expenses” as if no reduction or exemption of tax is approved. This amount was determined based on a 3% tax rate on the consideration paid for the land use right in the transaction, which the Company considered as the most probable amount of tax liability. This amount also represented the maximum amount of tax the Company expects to pay if the negotiation with the local government ultimately is not successful.

 

CONTRACTUAL OBLIGATIONS

 

As of March 31, 2015, we had no material changes outside the ordinary course of business in our contractual obligations

 

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

 

Not Applicable.

 

 

ITEM 4. CONTROLS AND PROCEDURES

 

Evaluation of Disclosure Controls and Procedures:

 

We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our reports pursuant to the Exchange Act, is recorded, processed, summarized and reported within the time periods specified in the rules and forms, and that such information is accumulated and communicated to us, including our chief executive officer and chief financial officer, as appropriate, to allow timely decisions regarding required disclosure. In designing and evaluating the disclosure controls and procedures, we recognize that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, as ours are designed to do, and we necessarily were required to apply our judgment in evaluating whether the benefits of the controls and procedures that we adopt outweigh their costs. As required by Rules 13a-15(b) and 15d-15(b) of the Exchange Act, an evaluation as of March 31, 2015 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 March 31, 2015, 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 March 31, 2015 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

 

PART II. OTHER INFORMATION

 

ITEM 1. LEGAL PROCEEDINGS.

 

None.

 

ITEM 1A. RISK FACTORS.

 

Not applicable.

 

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

 

None.

 

ITEM 3. DEFAULTS UPON SENIOR SECURITIES.

 

None.

 

ITEM 4. MINE SAFETY DISCLOSURES.

 

Not applicable.

 

ITEM 5. OTHER INFORMATION.

 

None.

 

 

ITEM 6. EXHIBITS

 

3.1	Amended and Restated Articles of Incorporation, as further amended (approved May 27, 2010). (1)
3.2	Amended and Restated Bylaws effective as of March 14, 2009. (2)
31.1	Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2	Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32	Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (3)
101.INS	XBRL Instance Document.
101.SCH	XBRL Taxonomy Schema.
101.CAL	XBRL Taxonomy Extension Calculation Linkbase.
101.DEF	XBRL Taxonomy Extension Definition Linkbase.
101.LAB	XBRL Taxonomy Extension Label Linkbase.
101.PRE	XBRL Taxonomy Extension Presentation Linkbase.

 

 

(1)

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

 

(2)

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

 

(3)

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

 

 

SIGNATURES

Pursuant to the requirements of 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: May 15, 2015	SORL 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)