KANDI TECHNOLOGIES GROUP, INC.
|
AND SUBSIDIARIES
|
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS'
EQUITY
|
FOR THE YEARS ENDED DECEMBER 31, 2013 AND
2012
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accumulated
|
|
|
|
|
|
|
|
|
|
|
|
|
Additional
|
|
|
|
|
|
Other
|
|
|
|
|
|
|
Common Stock
|
|
|
Paid-in
|
|
|
Retained
|
|
|
Comprehensive
|
|
|
|
|
|
|
Shares
|
|
|
Par Value
|
|
|
Capital
|
|
|
Earnings
|
|
|
Income
|
|
|
Total
|
|
BALANCE AT
DECEMBER
31,
2011
|
|
27,445,600
|
|
$
|
27,446
|
|
$
|
31,533,378
|
|
$
|
19,210,330
|
|
$
|
5,077,721
|
|
$
|
55,848,875
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stock issuance, warrant and stock option
exercise
|
|
4,251,194
|
|
|
4,251
|
|
|
11,543,320
|
|
|
-
|
|
|
-
|
|
|
11,547,571
|
|
Deferred tax effect
|
|
-
|
|
|
-
|
|
|
(78,689
|
)
|
|
-
|
|
|
-
|
|
|
(78,689
|
)
|
Stock option issued
|
|
-
|
|
|
-
|
|
|
19,053
|
|
|
-
|
|
|
-
|
|
|
19,053
|
|
Acquisition of SCROU
|
|
-
|
|
|
-
|
|
|
711,156
|
|
|
-
|
|
|
-
|
|
|
711,156
|
|
Foreign currency translation gain
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
424,623
|
|
|
424,623
|
|
Net income
|
|
-
|
|
|
-
|
|
|
-
|
|
|
6,049,479
|
|
|
|
|
|
6,049,479
|
|
BALANCE AT
DECEMBER
31,
2012
|
|
31,696,794
|
|
$
|
31,697
|
|
$
|
43,728,218
|
|
$
|
25,259,809
|
|
$
|
5,502,344
|
|
$
|
74,522,068
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stock issuance and award
|
|
4,396,036
|
|
|
4,396
|
|
|
28,983,299
|
|
|
-
|
|
|
-
|
|
|
28,987,695
|
|
Warrant exercise
|
|
920,074
|
|
|
920
|
|
|
4,089,720
|
|
|
-
|
|
|
-
|
|
|
4,090,640
|
|
Deferred tax effect
|
|
-
|
|
|
-
|
|
|
(46,463
|
)
|
|
-
|
|
|
-
|
|
|
(46,463
|
)
|
Foreign currency translation
|
|
-
|
|
|
-
|
|
|
-
|
|
|
|
|
|
2,112,902
|
|
|
2,112,902
|
|
Net income
|
|
-
|
|
|
-
|
|
|
-
|
|
|
(21,140,723
|
)
|
|
-
|
|
|
(21,140,723
|
)
|
BALANCE AT
DECEMBER 31,
2013
|
|
37,012,904
|
|
|
37,013
|
|
|
76,754,774
|
|
|
4,119,086
|
|
|
7,615,246
|
|
|
88,526,119
|
|
See notes to consolidated financial statements
F-6
KANDI TECHNOLOGIES GROUP, INC.
|
AND SUBSIDIARIES
|
CONSOLIDATED STATEMENTS OF CASH FLOW
|
FOR THE YEARS ENDED DECEMBER 31, 2013 AND
2012
|
|
|
2013
|
|
|
2012
|
|
CASH FLOWS FROM OPERATING
ACTIVITIES:
|
|
|
|
|
|
|
Net (loss) income
|
$
|
(21,140,723
|
)
|
$
|
6,049,479
|
|
Adjustments to reconcile net income to net
cash provided by operating activities:
|
|
|
|
|
|
|
Depreciation and amortization
|
|
7,708,923
|
|
|
4,978,626
|
|
Assets impairments
|
|
355,876
|
|
|
465,199
|
|
Deferred taxes
|
|
876,255
|
|
|
92,521
|
|
Change in value of financial instruments
|
|
16,647,283
|
|
|
(1,986,063
|
)
|
Loss in investment in associated company
|
|
69,056
|
|
|
69,429
|
|
Share of profit after tax of JV
|
|
2,414,354
|
|
|
-
|
|
Option cost
|
|
-
|
|
|
19,053
|
|
|
|
|
|
|
|
|
Changes in operating assets and liabilities, net of
effects of acquisition:
|
|
|
|
|
|
|
(Increase) Decrease In:
|
|
|
|
|
|
|
Accounts receivable
|
|
3,251,168
|
|
|
(20,513,099
|
)
|
Inventories
|
|
(1,287,045
|
)
|
|
(904,355
|
)
|
Other receivables
|
|
(38,491
|
)
|
|
1,955,055
|
|
Due from employees
|
|
10,797
|
|
|
37,117
|
|
Prepayments and prepaid expenses
|
|
(3,810,447
|
)
|
|
(4,285,489
|
)
|
Amount due from JV
|
|
(2,877,972
|
)
|
|
-
|
|
|
|
|
|
|
|
|
Increase (Decrease) In:
|
|
|
|
|
|
|
Accounts payable
|
|
13,699,528
|
|
|
3,566,354
|
|
Other payables and accrued liabilities
|
|
(746,838
|
)
|
|
(50,333
|
)
|
Customer deposits
|
|
(254,151
|
)
|
|
(740,419
|
)
|
Income tax payable
|
|
651,124
|
|
|
525,030
|
|
Due to related party
|
|
(841,251
|
)
|
|
-
|
|
Net cash (used in) provided by
operating activities
|
|
14,687,446
|
|
|
(10,721,895
|
)
|
|
|
|
|
|
|
|
CASH FLOWS FROM INVESTING
ACTIVITIES:
|
|
|
|
|
|
|
(Purchases)/Disposal of plant and equipment, net
|
|
(158,830
|
)
|
|
(9,072,230
|
)
|
Purchases of construction in progress
|
|
(16,134
|
)
|
|
-
|
|
Deposit for acquisition
|
|
-
|
|
|
(24,383,529
|
)
|
Asset acquisition, net of deposit
|
|
(39,673,000
|
)
|
|
-
|
|
Disposal of subsidiary
|
|
64,535,177
|
|
|
-
|
|
Issuance of notes receivable
|
|
(4,174,247
|
)
|
|
(1,011,821
|
)
|
Repayments of notes receivable
|
|
311,844
|
|
|
29,603,171
|
|
Investment in JV
|
|
(80,668,972
|
)
|
|
-
|
|
Cash acquired in acquisition
|
|
-
|
|
|
112,551
|
|
Net cash provided by (used in) investing
activities
|
|
(59,844,162
|
)
|
|
(4,751,858
|
)
|
See notes to consolidated financial statements
F-7
KANDI TECHNOLOGIES GROUP, INC.
|
AND SUBSIDIARIES
|
CONSOLIDATED STATEMENTS OF CASH FLOW
|
FOR THE YEARS ENDED DECEMBER 31, 2013 AND
2012
|
|
|
2013
|
|
|
2012
|
|
|
|
|
|
|
|
|
CASH FLOWS FROM FINANCING
ACTIVITIES:
|
|
|
|
|
|
|
Restricted cash
|
|
16,135,044
|
|
|
(9,143,907
|
)
|
Proceeds from short-term
bank loans
|
|
52,918,845
|
|
|
41,504,215
|
|
Repayments of short-term bank loans
|
|
(52,596,170
|
)
|
|
(45,539,128
|
)
|
Proceeds from notes
payable
|
|
83,251,992
|
|
|
40,491,531
|
|
Repayments of notes payable
|
|
(92,609,593
|
)
|
|
(21,063,559
|
)
|
Proceeds from bond
payable
|
|
12,907,035
|
|
|
12,658,548
|
|
Repayments of bond payable
|
|
(12,907,035
|
)
|
|
-
|
|
Fund raising through
issuing common stock and warrants
|
|
26,387,498
|
|
|
-
|
|
Option exercise, stock award & other
financing
|
|
9,659,103
|
|
|
1,258,231
|
|
Warrant exercise
|
|
3,171,259
|
|
|
1,672,739
|
|
Common stock issued for acquisition, net
of cost of capital
|
|
-
|
|
|
3,784,149
|
|
Net
cash provided by financing activities
|
|
46,317,978
|
|
|
25,622,819
|
|
|
|
|
|
|
|
|
NET INCREASE IN CASH AND CASH
EQUIVALENTS
|
|
1,161,262
|
|
|
10,149,066
|
|
Effect of exchange rate changes on cash
|
|
(533,989
|
)
|
|
(308,322
|
)
|
Cash and cash equivalents
at beginning of year
|
|
12,135,096
|
|
|
2,294,352
|
|
CASH AND CASH EQUIVALENTS AT END OF YEAR
|
$
|
12,762,369
|
|
$
|
12,135,096
|
|
|
|
|
|
|
|
|
SUPPLEMENTARY CASH FLOW INFORMATION
|
|
|
|
|
|
|
Income taxes paid
|
$
|
942,870
|
|
$
|
998,706
|
|
Interest paid
|
$
|
3,565,496
|
|
$
|
2,570,691
|
|
Issuance of Common stock
for acquisition
|
$
|
-
|
|
|
8,616,416
|
|
SUPPLEMENTAL NON-CASH DISCLOSURES:
During the years ended December 31, 2013 and 2012, $0 and
$10,078,637 were transferred from construction in progress to plant and
equipment, respectively.
See notes to consolidated financial statements
F-8
KANDI TECHNOLOGIES GROUP, INC.
|
AND SUBSIDIARIES
|
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
|
FOR THE YEARS ENDED DECEMBER 31, 2013 AND
2012
|
NOTE 1 - ORGANIZATION AND PRINCIPAL ACTIVITIES
The Company was incorporated under the laws of the State of
Delaware on March 31, 2004. The Company changed its name from Stone Mountain
Resources, Inc. to Kandi Technologies, Corp. on August 13, 2007. On December 21,
2012, the Company changed its name to Kandi Technologies Group, Inc.
Headquartered in the Jinhua city, Zhejiang Province, China, the
Company is one of China's leading producers and manufacturers of electrical
vehicles, all-terrain vehicles, go-karts, specialized utility vehicles and a
variety of other specialty vehicles for sale in the PRC and global markets. The
Company conducts its primary business operations through its wholly-owned
subsidiary, Zhejiang Kandi Vehicles Co., Ltd. (Kandi Vehicles) and the partial
and wholly-owned subsidiaries of Kandi Vehicles.
The Company's organizational chart is as follows:
Operating Subsidiaries
In January 2011, pursuant to relevant agreements, Kandi
Vehicles is entitled to 100% of the economic benefits, voting rights and
residual interests (100% profits and loss absorption rate) of Kandi New Energy.
Jinhua Three Parties New Energy Vehicles Service Co., ltd.
(Jinhua Service) was formed as a joint venture, by and among our wholly-owned
subsidiary, Kandi Vehicles, the State Grid Power Corporation and Tianneng Power
International. The Company, indirectly through Kandi Vehicles, has a 30%
ownership interest in Jinhua Service.
In April 2012, pursuant to a share exchange agreement, the
Company acquired 100% of Yongkang Scrou Electric Co. (Yongkang Scrou), a manufacturer of driving
motor, air-conditioning and controllers for electric vehicles and auto
generators.
F-9
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(CONTINUED)
|
FOR THE YEARS ENDED DECEMBER 31, 2013 AND
2012
|
In March 2013, pursuant to a joint venture agreement (the JV
Agreement) entered into between Kandi Vehicles and Shanghai Maple Guorun
Automobile Co., Ltd. (Shanghai Maple), a 99% owned subsidiary of Geely
Automobile Holdings Ltd. (Geely), the parties established Zhejiang Kandi
Electric Vehicles Co., Ltd. (the JV Company) in connection with developing,
manufacturing and selling electrical vehicles (EVs) and related auto parts.
Each of Kandi Vehicles and Shanghai Maple has a 50% ownership interest in the JV
Company.
In March 2013, Kandi Vehicles formed Kandi Electric Vehicles
(Changxing) Co., Ltd. (Kandi Changxing) in the Changxing (National) Economic
and Technological Development Zone. Kandi Changxing specializes in the
production of EVs. In fourth quarter of 2013, Kandi Vehicle entered into an
ownership transfer agreement with JV Company to transfer 100% ownership to Kandi
Changxing to the JV Company. Company, indirectly, through its wholly-owned
subsidiary, Kandi Vehicles, has a 50% ownership interest in Kandi Changxing.
In April 2013, Kandi Electric Vehicles (Wanning) Co., Ltd.
(Kandi Wanning) was formed by Kandi Vehicles and Jinhua Kandi New Energy
Vehicles Co., Ltd. (Kandi New Energy) in Wanning City of Hainan Province.
Kandi Vehicles has a 90% ownership in Kandi Wanning, and Kandi New Energy has
the remaining 10% interest. However, Kandi Vehicles is, effectively, entitled to
100% of the economic benefits, voting rights and residual interests (100%
profits and loss absorption rate) of Kandi Wanning, since it is entitled to 100%
of the economic benefits, voting rights and residual interests (100% profits and
loss absorption rate) of Kandi New Energy.
In July 2013, Zhejiang ZuoZhongYou Electric Vehicle Service
Co., Ltd. (the Service Company) was formed. The JV Company has a 19% ownership
interest in the Service Company. The Company, indirectly, through its
wholly-owned subsidiary, Kandi Vehicles, has a 9.5% ownership interest in the
Service Company.
In November 2013, Zhejiang Kandi Electric Vehicles Jinhua Co.,
Ltd. (Kandi Jinhua) was formed by the JV Company. The JV Company has 100%
ownership interest in Kandi Jinhua, and the Company, indirectly, through its
wholly-owned subsidiary, Kandi Vehicles, has a 50% ownership interest in Kandi
Jinhua.
In November 2013, Zhejiang JiHeKang Electric Vehicle Sales Co.,
Ltd. (JiHeKang) was formed by the JV Company. The JV Company has 100%
ownership interest in JiHeKang, and the Company, indirectly, through its
wholly-owned subsidiary, Kandi Vehicles, has a 50% ownership interest in
JiHeKang.
In December 2013, the JV Company entered into an ownership
transfer agreement with Shanghai Maple in connection with acquiring 100%
ownership of Kandi Electric Vehicles (Shanghai) Co., Ltd. (Kandi Shanghai).
Kandi Shanghai is a wholly-owned subsidiary of the JV Company, and the Company,
indirectly, through its 50% ownership interest in the JV Company owns 50% of
Kandi Shanghai.
The Company's primary business operations are the design,
development, manufacturing, and commercialization of EVs, all-terrain vehicles
(ATVs), go-karts, and other related specialized automobiles. As part of our
strategic objective to become a leader in electric vehicles manufacturing and
related services, we have increased our focus on fuel efficient, pure electrical
vehicles with a particular emphasis on expanding our market share in China.
F-10
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(CONTINUED)
|
FOR THE YEARS ENDED DECEMBER 31, 2013 AND
2012
|
NOTE 2 - LIQUIDITY
The Company had a working capital deficit of ($6,631,680)
as of December 31, 2013, decrease from a working capital surplus of
$35,898,297 as of December 31, 2012.
As of December 31, 2013, the amount of advances to suppliers
was $8,867,074, which included the advance of a RMB 47 million ($7,687,275)
deposit by Kandi Electric Vehicles (Wanning) Co., Ltd (Kandi Wanning) to
Nanjing Shangtong Auto Technologies Co., Ltd. (Nanjing Shangton) for an
equipment purchase. Kandi Wanning and Nanjing Shangtong entered into a letter of
intent contemplating the purchase of equipment up to RMB 180 million. The
equipment will be purchased and delivered according to the construction schedule
and development of Kandi Wanning. This advance will be used to off-set the
equipment purchase price upon delivery.
In fiscal year 2013, Kandi Changxing prepaid RMB 130 million to
Zhejiang New Energy Auto System Co., Ltd. (Zhejiang New Energy) with the
intent to acquire molds and equipment from Zhejiang New Energy, but the
transaction did not close, and the advance was returned in full to Kandi
Changxing.
As of December 31, 2013, the Company had credit lines from
commercial banks for $56,100,752, of which $34,020,281 had been used as of
December 31, 2013. The Company believes that its cash flows generated internally
may not be sufficient to support growth of future operations and repay
short-term bank loans for the next twelve (12) months, if needed. However, the
Company believes its access to existing financing sources and established
relationships with PRC banks will enable it to meet its obligations and fund its
ongoing operations.
The Company has historically financed itself through short-term
commercial bank loans from PRC banks. The term of these loans is typically for
one year, and upon the payment of all outstanding principal and interest in a
respective loan, the banks have typically rolled over the loans for additional
one-year terms, with adjustments made to the interest rate to reflect prevailing
market rates. The Company believes this situation has not changed and the
short-term bank loans will be available on normal trade terms if needed.
On June 26, 2013, the Company entered into a securities
purchase agreement with certain institutional investors (the Investors) that
closed on July 1, 2013, pursuant to which the Company sold to the Investors, in
a registered direct offering, an aggregate of 4,376,036 shares of our common
stock at a negotiated purchase price of $6.03 per share, for aggregate gross
proceeds of approximately $26,387,500, before deducting fees to the placement
agent and other estimated offering expenses payable by the Company. As part of
the transaction, the Investors also received Series A warrants for the purchase
of up to 1,750,415 shares of our Common Stock at an exercise price of $7.24 per
share and an option to make an additional investment in the form of Series B
warrants and Series C warrants: Series B warrants to purchase a maximum
aggregate of 728,936 shares of our common stock at an exercise price of $7.24
per share and the Series C warrants to purchase a maximum aggregate of 291,574
shares of our common stock at an exercise price of $8.69.
F-11
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(CONTINUED)
|
FOR THE YEARS ENDED DECEMBER 31, 2013 AND
2012
|
NOTE 3 - BASIS OF PRESENTATION
The Company maintains its general ledger and journals with the
accrual method accounting for financial reporting purposes. The financial
statements and notes are representations of management. Accounting policies
adopted by the Company conform to generally accepted accounting principles in
the United States and have been consistently applied in the presentation of
financial statements.
NOTE 4 PRINCIPLES OF CONSOLIDATION
The consolidated financial statements reflect the accounts of
the Company and its ownership interest in following subsidiaries:
(i)
|
Continental Development, Ltd. (Continental) (a
wholly-owned subsidiary of the Company)
|
|
|
(ii)
|
Zhejiang Kandi Vehicles Co., Ltd. (Kandi Vehicles) (a
wholly-owned subsidiary of Continental)
|
|
|
(iii)
|
Jinhua Three Parties New Energy Vehicles Service Co.,
Ltd. (Jinhua Service) (a 30% owned subsidiary of Kandi
Vehicles)
|
|
|
(iv)
|
Jinhua Kandi New Energy Vehicles Co., Ltd. (Kandi New
Energy) (a 50% owned subsidiary of Kandi Vehicles)
|
|
|
(v)
|
Yongkang Scrou Electric. Co., Ltd (Yongkang Scrou) (a
wholly-owned subsidiary of Kandi Vehicles)
|
|
|
(vi)
|
Kandi Electric Vehicles (Changxing) Co., Ltd. (Kandi
Changxing) (a wholly-owned subsidiary of the JV Company)
|
|
|
(vii)
|
Zhejiang Kandi Electric Vehicles Co.,Ltd. (the JV
Company) (a 50% owned subsidiary of Kandi Vehicles)
|
|
|
(viii)
|
Kandi Electric Vehicles (Wanning) Co., Ltd. (Kandi
Wanning) (a subsidiary 10% owned by Kandi New Energy and 90% owned by
Kandi Vehicles)
|
|
|
(ix)
|
Zhejiang ZuoZhongYou Electric Vehicle Service Co., Ltd.
(the Service Company) (a 19% owned subsidiary of the JV
Company).
|
|
|
(x)
|
Zhejiang Kandi Electric Vehicles Jinhua Co., Ltd. (Kandi
Jinhua) (a wholly-owned subsidiary of the JV Company)
|
|
|
(xi)
|
Zhejiang JiHeKang Electric Vehicle Sales Co., Ltd.
(JiHeKang) (a wholly-owned subsidiary of the JV Company)
|
|
|
(xii)
|
Kandi Electric Vehicles (Shanghai) Co., Ltd. (Kandi
Shanghai) (a wholly-owned subsidiary of the JV
Company)
|
Inter-company accounts and transactions have been eliminated in
consolidation.
NOTE 5 USE OF ESTIMATES
The preparation of financial statements in conformity with
generally accepted accounting principles in the United States 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 consolidated financial statements, and the reported amounts of
revenue and expenses during the reporting period. Management makes these
estimates using the best information available at the time the estimates are
made; however actual results when ultimately realized could differ from those
estimates.
F-12
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(CONTINUED)
|
FOR THE YEARS ENDED DECEMBER 31, 2013 AND
2012
|
NOTE 6 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(a) Economic and Political Risks
The Company's operations are conducted in the PRC. Accordingly,
the Company's business, financial condition and results of operations may be
influenced by the political, economic and legal environments in the PRC, and by
the general state of the PRC economy.
The Company's operations are conducted mainly in the PRC. As
such, its earnings are subject to movements in foreign currency exchange rates
when transactions are denominated in Renminbi (RMB), which is the functional
currency. Accordingly, the Company's operation results are affected by changes
in the exchange rate between the U.S. dollar and those currencies.
The Company's operations in the PRC are subject to special
considerations and significant risks not typically associated with companies in
North America and Western Europe. These include risks associated with, among
others, the political, economic and legal environment and foreign currency
exchange. The Company's performance may be adversely affected by changes in the
political and social conditions in the PRC, and by changes in governmental
policies with respect to laws and regulations, anti-inflationary measures,
currency conversion, remittances abroad, and rates and methods of taxation,
among other things.
(b) Fair Value of Financial Instruments
ASC 820 Fair Value Measurement and Disclosures establishes a
three-tier fair value hierarchy, which prioritizes the inputs used in measuring
fair value. The hierarchy prioritizes the inputs into three levels based on the
extent to which inputs used in measuring fair value are observable in the
market.
These tiers include:
-
Level 1defined as observable inputs such as quoted prices in active
markets;
-
Level 2defined as inputs other than quoted prices in active markets that
are either directly or indirectly observable; and
-
Level 3defined as unobservable inputs in which little or no market data
exists, therefore requiring an entity to develop its own assumptions.
The assets measured at fair value on a recurring basis subject
to the disclosure requirements of ASC 820 as of December 31, 2013 are as
follows:
F-13
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(CONTINUED)
|
FOR THE YEARS ENDED DECEMBER 31, 2013 AND
2012
|
|
|
Fair Value Measurements at
Reporting Date Using Quoted Prices in
|
|
|
|
|
|
|
Active
|
|
|
Significant
|
|
|
|
|
|
|
|
|
|
Markets for
|
|
|
Other
|
|
|
|
|
|
|
Carrying value as
|
|
|
Identical
|
|
|
Observable
|
|
|
Significant
|
|
|
|
of December 31,
|
|
|
Assets
|
|
|
Inputs
|
|
|
Unobservable Inputs
|
|
|
|
2013
|
|
|
(Level 1)
|
|
|
(Level 2)
|
|
|
(Level 3)
|
|
Cash and cash equivalents
|
$
|
12,762,369
|
|
$
|
12,762,369
|
|
|
-
|
|
|
-
|
|
Restricted cash
|
$
|
1,636
|
|
|
1,636
|
|
|
-
|
|
|
-
|
|
Warrants (liability)
|
$
|
24,299,821
|
|
|
-
|
|
|
-
|
|
$
|
24,299,821
|
|
Cash and cash equivalents consist primarily of high-rated money
market funds at a variety of well-known institutions with original maturities of
three months or less. Restricted cash represents time deposits on account, some
of which is used to secure short-term bank loans and notes payable. The original
cost of these assets approximates fair value due to their short-term maturity.
Warrants which are accounted as liabilities, are treated as
derivative instruments, which will be measured at each reporting date for their
fair value using Level 3 inputs. Also see Note 6 section (t) and (u).
(c) Cash and Cash Equivalents
The Company considers highly liquid investments purchased with
original maturities of three months or less to be cash equivalents.
Restricted cash on December 31, 2013 and 2012 represent time
deposits on account, some of which were used to secure short-term bank loans and
notes payable. As of December 31, 2013, our restricted cash was as set forth on
the table below:
Purpose
|
|
Amount
|
|
Used to secure short-term bank loans (also
see Note 15)
|
$
|
-
|
|
Used to secure note payable (also see Note 16)
|
|
-
|
|
Pure time deposits
|
|
1,636
|
|
Total
|
|
1,636
|
|
(d) Inventories
Inventories are stated at the lower of cost or net realizable
value (market value). The cost of raw materials is determined on the basis of
weighted average. The cost of finished goods is determined on the weighted
average basis and comprises direct materials, direct labor and an appropriate
proportion of overhead.
Net realizable value is based on estimated selling prices less
any further costs expected to be incurred for completion and selling expense.
Adjustments to reduce the cost of inventory to its net realizable value are
made, if required, for estimated excess, obsolescence, or impaired balances.
F-14
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(CONTINUED)
|
FOR THE YEARS ENDED DECEMBER 31, 2013 AND
2012
|
(e) Accounts Receivable
Accounts receivable are recognized and carried at net
realizable value. An allowance for doubtful accounts will be recorded in the
period when a loss is probable based on an assessment of specific evidence
indicating troubled collection, historical experience, accounts aging, ongoing
business relation and other factors. Accounts are written off after exhaustive
efforts at collection. If accounts receivable are to be provided for, or written
off, they would be recognized in the consolidated statement of operations within
operating expenses. At December 31, 2013 and 2012, the Company has no allowance
for doubtful accounts, as per the management's judgment based on their best
knowledge.
In year 2013 and 2012, the credit term usually was 90 to 120
days after delivery..
(f) Notes Receivable
Notes receivable represent short-term loans to third parties
with the maximum term of one year. Interest income will be recognized according
to each agreement between a borrower and the Company on accrual basis. If notes
receivable are paid back, or written off, that will be recognized in the
relevant year if the loan default is probable, reasonably assured and the loss
can be reasonably estimated. The Company will recognize income if the
written-off loan is recovered at a future date. In case of any foreclosure
proceedings or legal actions being taken, the Company will provide accrual for
the related foreclosure expenses and related litigation expenses.
(g) Prepayments
Prepayments represent cash paid in advance to suppliers. As of
December 31, 2013, prepayments included cash paid advances to raw material
suppliers, mold manufactures, and suppliers of equipment. The Company intends to
purchase, as a prepaid expense, certain other expenses such as water and
electricity fees.
As of December 31, 2013, a significant prepayment made by the
Company was the advance of a RMB 47 million ($7,687,275) deposit by Kandi
Wanning to Nanjing Shangtong as described in Note 2.
Other advances for raw materials purchases which usually are
settled within two (2) months by receiving raw materials.
(h) Plant and Equipment
Plant and equipment are carried at cost less accumulated
depreciation. Depreciation is provided over their estimated useful lives, using
the straight-line method. Leasehold improvements are amortized over the life of
the asset or the term of the lease, whichever is shorter. Estimated useful lives
are as follows:
Buildings
|
30 years
|
Machinery
|
10 years
|
Motor vehicles
|
5 years
|
Office equipment
|
5 years
|
Molds
|
5 years
|
F-15
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(CONTINUED)
|
FOR THE YEARS ENDED DECEMBER 31, 2013 AND
2012
|
The cost and related accumulated depreciation of assets sold or
otherwise retired are eliminated from the accounts and any gain or loss is
included in the statement of income. The cost of maintenance and repairs is
charged to expense as incurred, whereas significant renewals and betterments are
capitalized.
(i) Construction in Progress
Construction in progress represents direct costs of
construction or the acquisition cost of buildings or machinery and design fees.
Capitalization of these costs ceases and the construction in progress is
transferred to plant and equipment when substantially all the activities
necessary to prepare the assets for their intended use are completed. No
depreciation is provided until the assets are completed and ready for their
intended use.
(j) Land Use Rights
According to the laws of China, land in the PRC is owned by the
government and it ownership cannot be sold to an individual or a private
company. However, the government grants the user a land use right to use the
land. The land use rights granted to the Company are being amortized using the
straight-line method over the lease term of fifty (50) years.
(k) Accounting for the Impairment of Long-Lived Assets
The Company periodically evaluates the carrying value of
long-lived assets to be held and used, including intangible assets subject to
amortization, when events and circumstances warrant such a review, pursuant to
the guidelines established in Statement of Financial Accounting Standards
(SFAS) No. 144 (now known as ASC 360). The carrying value of a long-lived
asset is considered impaired when the anticipated undiscounted cash flow from
such asset is separately identifiable and is less than its carrying value. In
that event, a loss is recognized based on the amount by which the carrying value
exceeds the fair market value of the long-lived asset. Fair market value is
determined primarily using the anticipated cash flows discounted at a rate
commensurate with the risk involved. Losses on long-lived assets to be disposed
of are determined in a similar manner, except that fair market values are
reduced for the cost to dispose.
(l) Revenue Recognition
Revenues represent the invoiced value of goods sold recognized
upon the shipment of goods to customers. Revenues are recognized when all of the
following criteria are met:
-
Persuasive evidence of an arrangement exists;
-
Delivery has occurred or services have been rendered;
-
The seller's price to the buyer is fixed or determinable; and
-
Collectability is reasonably assured.
F-16
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(CONTINUED)
|
FOR THE YEARS ENDED DECEMBER 31, 2013 AND
2012
|
When the products are transferred to the other party, the risks
are transferred to them too, and at that time the Company recognizes revenue.
(m) Research and Development
Expenditures relating to the development of new products and
processes, including significant improvement to existing products, are expensed
as incurred. Research and development expenses were $3,728,730 and $2,877,283
for the years ended December 31, 2013 and 2012, respectively.
(n) Government Grant
Grants received from the PRC Government for assisting in the
Company's technical research and development efforts are recorded when the
proceeds are received or collectible.
During 2013 and 2012, $228,396 and $132,139, respectively, were
received from the PRC government as a reward for the Company's contribution to
the local economy.
(o) Income Taxes
The Company accounts for income tax using an asset and
liability approach and allows for recognition of deferred tax benefits in future
years. Under the asset and liability approach, deferred taxes are provided for
the net tax effects of temporary differences between the carrying amounts of
assets and liabilities for financial reporting purposes and the amounts used for
income tax purposes. The accounting for deferred tax calculation represents the
management's best estimate on the most likely future tax consequences of events
that have been recognized in our financial statements or tax returns and related
future anticipation. A valuation allowance is provided for deferred tax assets
if it is more likely than not these items will either expire before the Company
is able to realize their benefits, or that future realization is uncertain.
(p) Foreign Currency Translation
The accompanying consolidated financial statements are
presented in United States dollars. The functional currency of the Company is
the Renminbi (RMB). Capital accounts of the consolidated financial statements
are translated into United States dollars from RMB at their historical exchange
rates when the capital transactions occur.
Assets and liabilities are translated at the exchange rates as
of balance sheet date. Income and expenditures are translated at the average
exchange rate of the year, which obtained from website:
http://www.oanda.com
|
|
December 31,
|
|
|
December 31,
|
|
|
|
2013
|
|
|
2012
|
|
Year-end RMB : USD exchange rate
|
|
6.1140
|
|
|
6.3161
|
|
Average yearly RMB : USD exchange rate
|
|
6.1982
|
|
|
6.3198
|
|
F-17
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(CONTINUED)
|
FOR THE YEARS ENDED DECEMBER 31, 2013 AND
2012
|
(q) Comprehensive Income
Comprehensive income is defined to include all changes in
equity except those resulting from investments by owners and distributions to
owners. Among other disclosures, all items that are required to be recognized
under current accounting standards as components of comprehensive income are
required to be reported in a financial statement that is presented with the same
prominence as other financial statements. Comprehensive income includes net
income and the foreign currency translation changes for the year in which such
are obtained.
(r) Segments
In accordance with ASC subtopic 280-10 (ASC 280-10), Segment
Reporting: Overall, the Company's chief operating decision makers rely upon
consolidated results of operations when making decisions about allocating
resources and assessing performance of the Company; hence, the Company has only
one single operating segment. The Company does not distinguish between markets
or segments for the purpose of internal reporting.
(s) Stock Option Cost
The Company's stock option cost is recorded in accordance with ASC 718 and ASC 505.
The fair value of stock options is estimated using the
Black-Scholes-Merton model. The Company's expected volatility assumption is
based on the historical volatility of the Company's stock. The expected life
assumption is primarily based on the expiration date of the option. The
risk-free interest rate for the expected term of the option is based on the U.S.
Treasury yield curve in effect at the time of grant.
Stock option expense recognized is based on awards expected to
vest, and there were no estimated forfeitures. ASC standards require forfeitures
to be estimated at the time of grant and revised in subsequent periods, if
necessary, if actual forfeitures differ from those estimates.
The stock option based expense for the year ended December 31,
2013 and 2012 is $0 and $19,053 respectively. Also see Note 20.
F-18
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(CONTINUED)
|
FOR THE YEARS ENDED DECEMBER 31, 2013 AND
2012
|
(t) Warrant Cost
The Company's warrant costs are recorded in liabilities and
equities, respectively, in accordance with ASC 480, ASC 505 and ASC 815.
The fair value of a warrant, which is classified as a
liability, is estimated using the Black-Scholes-Merton model and the lattice
valuation model. The Company's expected volatility assumption is based on the
historical volatility of the Company's stock. The expected life assumption is
primarily based on the expiration date of the warrant. The risk-free interest
rate for the expected term of the warrant is based on the U.S. Treasury yield
curve in effect at the time of measurement. The warrants, which are freestanding
derivatives and are classified as liabilities on the balance sheet, will be
measured at fair value on each reporting date, with decreases in fair value
recognized in earnings and increases in fair values were recognized in expenses.
The fair value of equity-based warrants, which are not
considered derivatives under ASC 815, is estimated using the
Black-Scholes-Merton model. The Company's expected volatility assumption is
based on the historical volatility of the Company's stock. The expected life
assumption is primarily based on the expiration date of the warrant. The
risk-free interest rate for the expected term of the option is based on the U.S.
Treasury yield curve in effect at the time of grant.
(u) Fair Value of Conversion features
In accordance with ASC 815, the conversion feature of the
convertible notes is separated from the debt instrument and accounted for
separately as a derivative instrument. On the date the convertible notes are
issued, the conversion feature is recorded as a liability at its fair value, and
future decreases in fair value are recognized in earnings while increases in
fair values are recognized in expenses.
The Company used the Black-Scholes-Merton option-pricing model
to obtain the fair value of the conversion feature. The Company's expected
volatility assumption is based on the historical volatility of the Company's
stock. The expected life assumption is primarily based on the expiration date of
the conversion features. The risk-free interest rate for the expected term of
the conversion features is based on the U.S. Treasury yield curve in effect at
the time of measurement.
(v) Goodwill
We allocate goodwill to reporting units based on the reporting
unit expected to benefit from the business combination. We evaluate our
reporting units on an annual basis and, if necessary, reassign goodwill using a
relative fair value allocation approach. Goodwill is tested for impairment at
the reporting unit level on an annual basis and between annual tests if an event
occurs or circumstances change that would more likely than not reduce the fair
value of a reporting unit below its carrying value. These events or
circumstances could include a significant change in the business climate, legal
factors, operating performance indicators, competition, or sale or disposition
of a significant portion of a reporting unit.
Application of the goodwill impairment test requires judgment,
including the identification of reporting units, assignment of assets and
liabilities to reporting units, assignment of goodwill to reporting units, and
determination of the fair value of each reporting unit. We first assess
qualitative factors to determine whether it is more likely than not that goodwill is impaired. If the more
likely than not threshold is met, we perform a quantitative impairment test. At
December 31, 2013, the Company determined that goodwill was not impaired.
F-19
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(CONTINUED)
|
FOR THE YEARS ENDED DECEMBER 31, 2013 AND
2012
|
(w) Intangible assets
Intangible assets consist of the trade name and customer
relations associated with the purchase price allocation of Yongkang Scrou. Such
assets are being amortized over their estimated useful lives of 9.7 years.
Intangible assets are amortized as of December 31, 2013.
NOTE 7 NEW ACCOUNTING PRONOUNCEMENTS
In January 2013, FASB has issued Accounting Standards Update
(ASU) No. 2013-01,Balance Sheet (Topic 210): Clarifying the Scope of Disclosures
about Offsetting Assets and Liabilities. This ASU clarifies that ordinary trade
receivables and receivables are not in the scope of ASU No. 2011-11, Balance
Sheet (Topic 210): Disclosures about Offsetting Assets and Liabilities.
Specifically, ASU 2011-11 applies only to derivatives, repurchase agreements and
reverse purchase agreements, and securities borrowing and securities lending
transactions that are either offset in accordance with specific criteria
contained in the FASB Accounting Standards Codification (Codification) or
subject to a master netting arrangement or similar agreement. The FASB undertook
this clarification project in response to concerns expressed by U.S.
stakeholders about the standard's broad definition of financial instruments.
After the standard was finalized, companies realized that many contracts have
standard commercial provisions that would equate to a master netting
arrangement, significantly increasing the cost of compliance at minimal value to
financial statement users. An entity is required to apply the amendments in ASU
2013-01 for fiscal years beginning on or after January 1, 2013, and interim
periods within those annual periods. An entity should provide the required
disclosures retrospectively for all comparative periods presented. The effective
date is the same as the effective date of ASU 2011-11.
In February 2013, FASB has issued Accounting Standards Update
(ASU) No. 2013-02, Comprehensive Income (Topic 220): Reporting of Amounts
Reclassified Out of Accumulated Other Comprehensive Income. This ASU improves
the transparency of reporting these reclassifications. Other comprehensive
income includes gains and losses that are initially excluded from net income for
an accounting period. Those gains and losses are later reclassified out of
accumulated other comprehensive income into net income. The amendments in this
ASU do not change the current requirements for reporting net income or other
comprehensive income in financial statements. All of the information that this
ASU requires already is required to be disclosed elsewhere in the financial
statements under U.S. GAAP.
The new amendments will require an organization to:
|
Present (either on the face of the statement where net
income is presented or in the notes) the effects on the line items of net
income of significant amounts reclassified out of accumulated other
comprehensive income - but only if the item reclassified is required under
U.S. GAAP to be reclassified to net income in its entirety in the same
reporting period.
|
|
|
|
Cross-reference to other disclosures currently required
under U.S. GAAP for other reclassification items (that are not required
under U.S. GAAP) to be reclassified directly to net income in their
entirety in the same reporting period. This would be the case when a
portion of the amount reclassified out of accumulated other comprehensive
income is initially transferred to a balance sheet account
(e.g., inventory for pension-related amounts) instead of directly to
income or expense.
|
F-20
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(CONTINUED)
|
FOR THE YEARS ENDED DECEMBER 31, 2013 AND
2012
|
The amendments apply to all public and private companies that
report items of other comprehensive income. Public companies are required to
comply with these amendments for all reporting periods (interim and annual). A
private company is required to meet the reporting requirements of the amended
paragraphs about the roll forward of accumulated other comprehensive income for
both interim and annual reporting periods. However, private companies are only
required to provide the information about the effect of reclassifications on
line items of net income for annual reporting periods, not for interim reporting
periods. The amendments are effective for reporting periods beginning after
December 15, 2012, for public companies and are effective for reporting periods
beginning after December 15, 2013, for private companies. Early adoption is
permitted.
In February 2013, FASB issued Accounting Standards Update (ASU)
No. 2013-03, Financial Instruments (Topic 825). This ASU clarifies the scope and
applicability of a disclosure exemption that resulted from the issuance of
Accounting Standards Update No. 2011-04,Fair Value Measurement (Topic 820):
Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements
in U.S. GAAP and IFRSs. The amendment clarifies that the requirement to
disclose"the level of the fair value hierarchy within which the fair value
measurements are categorized in their entirety (Level 1, 2, or 3)" does not
apply to nonpublic entities for items that are not measured at fair value in the
statement of financial position, but for which fair value is disclosed. This ASU
is the final version of Proposed Accounting Standards Update 2013-200Financial
Instruments (Topic 825) which has been deleted. The amendments are effective
upon issuance.
In February 2013, FASB has issued Accounting Standards Update
(ASU) No. 2013-04, Liabilities (Topic 405): Obligations Resulting from Joint and
Several Liability Arrangements for Which the Total Amount of the Obligation Is
Fixed at the Reporting Date. This ASU provides guidance for the recognition,
measurement, and disclosure of obligations resulting from joint and several
liability arrangements for which the total amount of the obligation within the
scope of this ASU is fixed at the reporting date, except for obligations
addressed within existing guidance in U.S. GAAP. The guidance requires an entity
to measure those obligations as the sum of the amount the reporting entity
agreed to pay on the basis of its arrangement among its co-obligors and any
additional amount the reporting entity expects to pay on behalf of its
co-obligors. The guidance in this ASU also requires an entity to disclose the
nature and amount of the obligation as well as other information about those
obligations. The amendments in this ASU are effective for fiscal years, and
interim periods within those years, beginning after December 15, 2013. For
nonpublic entities, the amendments are effective for fiscal years ending after
December 15, 2014, and interim periods and annual periods thereafter. The
amendments in this ASU should be applied retrospectively to all prior periods
presented for those obligations resulting from joint and several liability
arrangements within the ASU's scope that exist at the beginning of an entity's
fiscal year of adoption. An entity may elect to use hindsight for the
comparative periods (if it changed its accounting as a result of adopting the
amendments in this ASU) and should disclose that fact. Early adoption is
permitted.
In March 2013, FASB has issued Accounting Standards Update
(ASU) No. 2013-05, Foreign Currency Matters (Topic 830). This ASU resolve the
diversity in practice about whether Subtopic 810-10, ConsolidationOverall, or
Subtopic 830-30, Foreign Currency MattersTranslation of Financial Statements,
applies to the release of the cumulative translation adjustment into net income
when a parent either sells a part or all of its investment in a foreign entity
or no longer holds a controlling financial interest in a subsidiary or group of
assets that is a nonprofit activity or a business (other than a sale of in
substance real estate or conveyance of oil and gas mineral rights)within a foreign entity. In addition, the amendments in
this Update resolve the diversity in practice for the treatment of business
combinations achieved in stages (sometimes also referred to as step
acquisitions) involving a foreign entity. This ASU is the final version of
Proposed Accounting Standards Update EITF11ArForeign Currency Matters (Topic
830), which has been deleted. The amendments in this Update are effective
prospectively for fiscal years (and interim reporting periods within those
years) beginning after December 15, 2013. For nonpublic entities the amendments
in this Update are effective prospectively for the first annual period beginning
after December 15, 2014, and interim and annual periods thereafter. The
amendments should be applied prospectively to derecognition events occurring
after the effective date. Prior periods should not be adjusted. Early adoption
is permitted. If an entity elects to early adopt the amendments, it should apply
them as of the beginning of the entity's fiscal year of adoption.
F-21
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(CONTINUED)
|
FOR THE YEARS ENDED DECEMBER 31, 2013 AND
2012
|
In July 2013,The FASB has issued ASU No. 2013-11, Income Taxes
(Topic 740): Presentation of an Unrecognized Tax Benefit When a Net Operating
Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carry forward Exists (a
consensus of the FASB Emerging Issues Task Force).
U.S. GAAP does not include explicit guidance on the financial
statement presentation of an unrecognized tax benefit when a net operating loss
carryforward, a similar tax loss, or a tax credit carryforward exists. The
amendments in this ASU state that an unrecognized tax benefit, or a portion of
an unrecognized tax benefit, should be presented in the financial statements as
a reduction to a deferred tax asset for a net operating loss carryforward, a
similar tax loss, or a tax credit carryforward, except as follows. To the extent
a net operating loss carryforward, a similar tax loss, or a tax credit
carryforward is not available at the reporting date under the tax law of the
applicable jurisdiction to settle any additional income taxes that would result
from the disallowance of a tax position or the tax law of the applicable
jurisdiction does not require the entity to use, and the entity does not intend
to use, the deferred tax asset for such purpose, the unrecognized tax benefit
should be presented in the financial statements as a liability and should not be
combined with deferred tax assets.
This ASU applies to all entities that have unrecognized tax
benefits when a net operating loss carryforward, a similar tax loss, or a tax
credit carryforward exists at the reporting date. The amendments in this ASU are
effective for fiscal years, and interim periods within those years, beginning
after December 15, 2013. For nonpublic entities, the amendments are effective
for fiscal years, and interim periods within those years, beginning after
December 15, 2014. Early adoption is permitted. The amendments should be applied
prospectively to all unrecognized tax benefits that exist at the effective date.
Retrospective application is permitted.
NOTE 8 CONCENTRATIONS
(a) Customers
The Company's major customers, each of whom accounted for more
than 10% of our consolidated revenue, were as follows:
F-22
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(CONTINUED)
|
FOR THE YEARS ENDED DECEMBER 31, 2013 AND
2012
|
|
|
Sales
|
|
|
Accounts Receivable
|
|
|
|
Twelve
|
|
|
Twelve
|
|
|
|
|
|
|
|
|
|
Months
|
|
|
Months
|
|
|
|
|
|
|
|
|
|
Ended
|
|
|
Ended
|
|
|
|
|
|
|
|
|
|
December,
31,
|
|
|
December,
31,
|
|
|
December
31,
|
|
|
December
31,
|
|
Major Customers
|
|
2013
|
|
|
2012
|
|
|
2013
|
|
|
2012
|
|
Jinhua Baoxiang Import & Export Co.,
Ltd
|
|
24%
|
|
|
33%
|
|
|
15%
|
|
|
21%
|
|
Shanghai Huapu Auto Co., Ltd
|
|
23%
|
|
|
-
|
|
|
52%
|
|
|
-
|
|
Zhejiang Jin Li Ma Trading Co., Ltd.
|
|
14%
|
|
|
12%
|
|
|
8%
|
|
|
8%
|
|
Jinhua Chaoneng Auto Sales Co., Ltd.
|
|
10%
|
|
|
7%
|
|
|
7%
|
|
|
8%
|
|
(b) Suppliers
The Company's material suppliers, each of whom accounted for
more than 10% of our total purchases, were as follows:
|
|
Purchases
|
|
|
Accounts Payable
|
|
|
|
Twelve
|
|
|
Twelve
|
|
|
|
|
|
|
|
|
|
Months
|
|
|
Months
|
|
|
|
|
|
|
|
|
|
Ended
|
|
|
Ended
|
|
|
|
|
|
|
|
|
|
December,
31,
|
|
|
December,
31,
|
|
|
December
31,
|
|
|
December
31,
|
|
Major Suppliers
|
|
2013
|
|
|
2012
|
|
|
2013
|
|
|
2012
|
|
Zhejiang New Energy Auto System Co., Ltd.
|
|
33%
|
|
|
26%
|
|
|
12%
|
|
|
-
|
|
Zhejiang Mengdeli Electric Co., Ltd.
|
|
32%
|
|
|
32%
|
|
|
13%
|
|
|
4%
|
|
NOTE 9 INCOME PER SHARE
The Company calculates earnings per share in accordance with
ASC 260, Earnings Per Share, which requires a dual presentation of basic and
diluted earnings per share. Basic earnings per share are computed using the
weighted average number of shares outstanding during the fiscal year. Diluted
earnings per share represents basic earnings per share adjusted to include the
potentially dilutive effect of outstanding stock options, warrants and
convertible note (using the if-converted method). For the fiscal year ended
December 31, 2013, there are 0 potentially dilutive common shares because the
Company recorded a net loss in 2013.
The following table sets forth the computation of basic and
diluted net income per common share:
F-23
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(CONTINUED)
|
FOR THE YEARS ENDED DECEMBER 31, 2013 AND
2012
|
Twelve months Ended December 31,
|
|
2013
|
|
|
2012
|
|
Net (loss) income
|
$
|
(21,140,723
|
)
|
$
|
6,049,479
|
|
Weighted average shares of common stock outstanding
|
|
|
|
|
|
|
Basic
|
|
34,707,973
|
|
|
29,439,328
|
|
Dilutive shares
|
|
0
|
|
|
237,997
|
|
Diluted
|
|
34,707,973
|
|
|
29,677,325
|
|
Basic earnings per share
|
$
|
(0.61
|
)
|
$
|
0.21
|
|
Diluted earnings per share
|
$
|
(0.61
|
)
|
$
|
0.20
|
|
Also see Note 19.
NOTE 10 - INVENTORIES
Inventories are summarized as follows:
|
|
December 31,
|
|
|
December 31,
|
|
|
|
2013
|
|
|
2012
|
|
Raw material
|
$
|
2,646,041
|
|
$
|
2,278,096
|
|
Work-in-progress
|
|
5,065,126
|
|
|
3,649,414
|
|
Finished goods
|
|
1,829,281
|
|
|
1,759,453
|
|
Total inventories
|
|
9,540,448
|
|
|
7,686,963
|
|
Less: provision for slowing moving
inventories
|
|
(352,734
|
)
|
|
(56,248
|
)
|
Inventories, net
|
$
|
9,187,714
|
|
$
|
7,630,715
|
|
NOTE 11 - ACCOUNTS RECEIVABLE
Accounts receivable are summarized as follows:
|
|
December 31,
|
|
|
December 31,
|
|
|
|
2013
|
|
|
2012
|
|
Accounts receivable
|
$
|
31,370,862
|
|
$
|
33,557,534
|
|
Less: Provision for doubtful debts
|
|
-
|
|
|
-
|
|
Accounts receivable, net
|
$
|
31,370,862
|
|
$
|
33,557,534
|
|
During fiscal year ended December 31, 2013, the Company sold
products to Kandi USA Inc. carrying trade name of Eliteway Motorsports
(Eliteway) amounting to $6,906,807 (2012:$5,297,548).At the fiscal year ended
2013, outstanding receivable due from Eliteway was $2,800,958 (2012:$2,678,349).
Mr. Hu Wangyuan was the sole shareholder and officer of
Eliteway which served as a US importer of the Company's products. Mr. Hu Wangyuan is the adult son of the Company's chairman and Chief Executive Officer,
Mr. Hu Xiaoming. As of and for the year ended December 31, 2013, Eliteway and
Mr. Hu Wangyuan were financially independent from the Company. The transactions
between the Company and Eliteway were carried at arm's-length without
preferential terms comparing with other customers at the comparative order size
or volume.
F-24
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(CONTINUED)
|
FOR THE YEARS ENDED DECEMBER 31, 2013 AND
2012
|
NOTE 12 - NOTES RECEIVABLE
Notes receivable are summarized as follows:
|
|
December 31,
|
|
|
December 31,
|
|
|
|
2013
|
|
|
2012
|
|
Notes receivable from unrelated companies:
|
|
|
|
|
|
|
Due September 30, 2014, interest at 9.6% per annum
1
|
|
13,794,094
|
|
|
9,562,429
|
|
|
|
|
|
|
|
|
Notes receivable from unrelated companies
|
|
13,794,094
|
|
|
9,562,429
|
|
|
|
|
|
|
|
|
Bank acceptance notes:
|
|
|
|
|
|
|
Bank acceptance notes
|
|
-
|
|
|
-
|
|
|
|
|
|
|
|
|
Notes receivable
|
$
|
13,794,094
|
|
$
|
9,562,429
|
|
Notes receivable are unsecured.
Details of Notes receivable from unrelated parties as of
December 31, 2012
|
Amount($)
|
Counter party
|
Relationship
|
Purpose of Loan
|
Manner of settlement
|
1)
|
9,562,429
|
Yongkang HuiFeng Guarantee Co.,
Ltd
|
No relationship beyond loan
|
Receive interest income
|
Repaid part in cash and renewed
on the due date
|
Details of Notes receivable from unrelated parties as of
December 31, 2013
|
Amount($)
|
Counter party
|
Relationship
|
Purpose of Loan
|
Manner of settlement
|
1)
|
13,794,094
|
Yongkang HuiFeng Guarantee Co.,
Ltd
|
No relationship beyond loan
|
Receive interest income
|
Not Due
|
NOTE 13 LAND USE RIGHTS
Land use rights consist of the following:
F-25
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(CONTINUED)
|
FOR THE YEARS ENDED DECEMBER 31, 2013 AND
2012
|
|
|
December 31,
|
|
|
December 31,
|
|
|
|
2013
|
|
|
2012
|
|
Cost of land use rights
|
$
|
16,223,208
|
|
$
|
15,697,132
|
|
Less: Accumulated amortization
|
|
(1,770,017
|
)
|
|
(1,359,441
|
)
|
Land use rights, net
|
$
|
14,453,191
|
|
$
|
14,337,691
|
|
As of December 31, 2013 and 2012, the net book value of land
use rights pledged as collateral for the Company's bank loans was $9,983,647 and
$7,313,642 respectively. Also see Note 16.
As of December 31, 2013 and 2012, the net book value of land
use rights pledged as collateral for bank loans borrowed by Zhejiang Mengdeli
Electric Co., Ltd (ZMEC), an unrelated party of the Company was $0 and
$3,500,426, respectively. Also see Note 24.
It is a common business practice among companies in the region
of China where Kandi is located to exchange guarantees for bank debt with no
consideration given. It is considered a favor for favor business practice and
is commonly required by the lending banks as in these cases. ZMEC has provided a
guarantee for certain of the Company's bank loans. As of December 31, 2013, ZMEC
had guaranteed bank loan of the Company for a total of $16,028,786.
The amortization expense for the years ended December 31, 2013
and 2012 was $353,568
and $346,761, respectively.
Amortization expense for the next five years and thereafter is
as follows:
2014
|
$
|
353,568
|
|
2015
|
|
353,568
|
|
2016
|
|
353,568
|
|
2017
|
|
353,568
|
|
2018
|
|
353,568
|
|
Thereafter
|
|
12,685,351
|
|
Total
|
$
|
14,453,191
|
|
NOTE 14 PLANT AND EQUIPMENT
Plant and equipment consist of the following:
F-26
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(CONTINUED)
|
FOR THE YEARS ENDED DECEMBER 31, 2013 AND
2012
|
|
|
December 31, 2013
|
|
|
December 31, 2012
|
|
At cost:
|
|
|
|
|
|
|
Buildings
|
$
|
14,514,873
|
|
$
|
14,204,698
|
|
Machinery and equipment
|
|
10,771,899
|
|
|
10,396,243
|
|
Office equipment
|
|
251,690
|
|
|
230,073
|
|
Motor vehicles
|
|
288,004
|
|
|
255,648
|
|
Moulds
|
|
34,230,014
|
|
|
33,947,746
|
|
|
|
60,056,480
|
|
|
59,034,408
|
|
Less : Accumulated depreciation
|
|
|
|
|
|
|
Buildings
|
$
|
(3,010,451
|
)
|
$
|
(2,439,546
|
)
|
Machinery and equipment
|
|
(10,278,409
|
)
|
|
(9,154,890
|
)
|
Office equipment
|
|
(196,303
|
)
|
|
(163,833
|
)
|
Motor vehicles
|
|
(228,442
|
)
|
|
(200,741
|
)
|
Moulds
|
|
(16,648,583
|
)
|
|
(11,349,658
|
)
|
|
|
(30,362,188
|
)
|
|
(23,308,668
|
)
|
Less: provision for impairment for fixed
assets
|
|
(360,776
|
)
|
|
-
|
|
Plant and equipment, net
|
$
|
29,333,516
|
|
$
|
35,725,740
|
|
As of December 31, 2013 and 2012, the net book value of plant
and equipment pledged as collateral for the Company's bank loans was $11,292,649
and $8,711,583, respectively.
As of December 31, 2013 and 2012, the net book value of plant
and equipment pledged as collateral for bank loans borrowed by Zhejiang Mengdeli
Electric Co., Ltd. (ZMEC), an unrelated party of the Company was $0 and
$2,834,569, respectively. Also see Note 24.
Also see Note 15. Depreciation expense for the years ended
December 31, 2013 and 2012 was $7,273,260 and $4,577,092, respectively.
NOTE 15 - DUE TO/FROM RELATED PARTIES
Due to Related Party
|
|
2013
|
|
|
2012
|
|
ELIL(a)
|
$
|
-
|
|
$
|
841,251
|
|
Total due to a related party
|
$
|
-
|
|
$
|
841,251
|
|
___________
(a)
|
This amount payable represents certain costs during share
exchange transaction, which were orally agreed to be borne by the former
shareholder - Ever Lotts Investment Limited (ELIL). The Company's
previous auditor determined that the amount should be represented as a
payable, because there was no written documentation underlying the oral
agreement. However, consistent with the Company's oral
agreement, ELIL has never requested payment. The Company recently tried to
contact ELIL in order to put our oral agreement in writing to release the
Company's obligation for this payment, but we are unable to reach ELIL. Given
the fact that several years have passed since initially recording the payable,
combined with the lack of a payment claim by ELIL, the Company believes that it
is no longer required to record the amount as a payable, because any potential,
future claim would be barred by the applicable statute of limitations.
Therefore, the Company wrote off this amount to non-operating income at the end
of 2013.
|
F-27
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(CONTINUED)
|
FOR THE YEARS ENDED DECEMBER 31, 2013 AND
2012
|
NOTE 16 SHORT-TERM BANK LOANS
Short-term loans are summarized as follows:
|
|
December 31,
|
|
|
December 31,
|
|
|
|
2013
|
|
|
2012
|
|
Loans from China Communication
Bank-Jinhua Branch
|
|
|
|
|
|
|
Monthly interest only payments at 7.50% per annum, due
December 24, 2013
|
$
|
-
|
|
$
|
474,977
|
|
|
|
|
|
|
|
|
Loans from Jinhua Bank (Called Commercial Bank in the
past)
|
|
|
|
|
|
|
Monthly interest only payments at 6.89% per
annum, due January 5, 2013, guaranteed by Zhejiang Kangli Metal
Manufacturing Company, Mr. Hu Xiaoming, Ms. Ling Jiajia, and Ms. Ling
Yueping. and secured by the assets of Jingdezheng De'er Investment
Industrial Co., Ltd. (subsequently repaid on due date)
|
|
-
|
|
|
3,166,511
|
|
Monthly interest only payments at 6.30% per annum, due
October 10, 2013, guaranteed by Mr. Hu Xiaoming, and Ms. Ling Yueping, and
secured by the assets of the Company.
|
|
-
|
|
|
1,583,256
|
|
Monthly interest only payments at 6.30% per
annum, due November 25, 2013, guaranteed by Mr. Hu Xiaoming, and Ms. Ling
Yueping, and secured by the assets of the Company.
|
|
-
|
|
|
791,628
|
|
Monthly interest only payments at 6.30% per annum, due
October 10, 2014, guaranteed by Mr. Hu Xiaoming, and Ms. Ling Yueping, and
secured by the assets of the Company. Also see Note 13 and Note 14
|
|
1,635,590
|
|
|
-
|
|
Monthly interest only payments at 6.30% per
annum, due December 2, 2014, guaranteed by Mr. Hu Xiaoming, and Ms. Ling
Yueping, and secured by the assets of the Company. Also see Note 13 and
Note 14
|
|
817,795
|
|
|
-
|
|
Monthly interest only payments at 6.30% per annum, due
December 2, 2014, guaranteed by Zhejiang Kangli Metal Manufacturing
Company, Mr. Hu Xiaoming, Ms. Ling Yueping, Mr. Lv Qingbo, Mr. Lv
Qingjiang, and secured by the assets of the Company. Also see Note 13 and
Note 14
|
|
3,271,181
|
|
|
-
|
|
|
|
|
|
|
|
|
Loans from Yongkang Rural Cooperative Bank
|
|
|
|
|
|
|
Monthly interest only payments at 1.026%
per month, due March 31, 2014, guaranteed by Yonnkang Sanli Metal Co.,
Ltd.
|
|
817,795
|
|
|
-
|
|
F-28
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(CONTINUED)
|
FOR THE YEARS ENDED DECEMBER 31, 2013 AND
2012
|
Loans from China Ever-bright Bank
|
|
|
|
|
|
|
Monthly interest only payments at 6.94% per
annum, due January 25, 2013, secured by the assets of the Company,
guaranteed by Mr. Hu Xiaoming, Nanlong Group Co., Ltd. and Zhejiang
Mengdeli Electric Co., Ltd.
|
|
-
|
|
|
4,749,766
|
|
Monthly interest only payments at 6.94% per annum, due
February 13, 2013, secured by the assets of the Company, guaranteed by Mr.
Hu Xiaoming, Nanlong Group Co., Ltd. and Zhejiang Mengdeli Electric Co.,
Ltd.
|
|
-
|
|
|
4,749,766
|
|
Monthly interest only payments at 7.08% per
annum, due December 4, 2013, secured by the assets of the Company,
guaranteed by Mr. Hu Xiaoming, Mr. Hu Wangyuan, Nanlong Group Co., Ltd.
and Zhejiang Mengdeli Electric Co., Ltd.
|
|
-
|
|
|
2,849,860
|
|
Monthly interest only payments at 6.94% per annum, due May
14, 2014, secured by the assets of the Company, guaranteed by Mr. Hu
Xiaoming, Mr. Hu Wangyuan, Nanlong Group Co., Ltd. and Zhejiang Mengdeli
Electric Co., Ltd. Also see Note 13 and Note 14.
|
|
12,757,606
|
|
|
-
|
|
|
|
|
|
|
|
|
Loans from Shanghai Pudong Development Bank
|
|
|
|
|
|
|
Monthly interest only payments at 6.94% per
annum, due June 27, 2013, secured by the property of Ms. Ling Yueping,
guaranteed by Yongkang KangBang auto parts Co., Ltd. and Mr. Hu Xiaoming.
|
|
-
|
|
|
3,166,511
|
|
Monthly interest only payments at 6.60% per annum, due July
18, 2013, secured by the property of Ms. Ling Yueping, guaranteed by
Yongkang KangBang auto parts Co., Ltd. and Mr. Hu Xiaoming.
|
|
-
|
|
|
3,166,511
|
|
Monthly interest only payments at 6.60% per
annum, due September 4, 2014, secured by the assets of the Company,
guaranteed by Mr. Hu Xiaoming. Also see Note 13 and Note 14.
|
|
6,542,362
|
|
|
-
|
|
|
|
|
|
|
|
|
Loans from Bank of Shanghai
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Monthly interest only payments at 6.60% per
annum, due December 26, 2013, guaranteed by Mr. Hu Xiaoming, Ms. Ling
Yueping, Zhejiang Kangli Metal Manufacturing Company and Nanlong Group
Co., Ltd.
|
|
-
|
|
|
4,749,766
|
|
Monthly interest only payments at 6.60% per annum, due
December 27, 2014, guaranteed by Mr. Hu Xiaoming, Ms. Ling Yueping,
Zhejiang Kangli Metal Manufacturing Company and Nanlong Group Co., Ltd.
|
|
4,906,771
|
|
|
-
|
|
|
|
|
|
|
|
|
Loans from China Ever-growing Bank
|
|
|
|
|
|
|
Monthly interest only payments at 7.57% per
annum, due April 24, 2013, guaranteed by Mr. Hu Xiaoming, Ms. Ling
Yueping, Zhejiang Shuguang industrial Co., Ltd. and Zhejiang Mengdeli
Electric Company.
|
|
-
|
|
|
3,166,511
|
|
Monthly interest only payments at 7.20% per annum, due
April 22, 2014, guaranteed by Mr. Hu Xiaoming, Ms. Ling Yueping, Zhejiang
Shuguang industrial Co., Ltd. and Zhejiang Mengdeli Electric Company.
|
|
3,271,181
|
|
|
-
|
|
Total
|
$
|
34,020,281
|
|
$
|
32,615,063
|
|
F-29
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(CONTINUED)
|
FOR THE YEARS ENDED DECEMBER 31, 2013 AND
2012
|
Short-term bank loan interest expense for the years ended
December 31, 2013 and 2012 was $2,302,389, and $2,556,967, respectively.
As of December 31, 2013, the aggregate amount of short-term
loans that were guaranteed or secured by various third parties was $27,477,919.
The breakdown is as follows:
- $16,028,786 is guaranteed by Zhejiang Mengdeli Electric Co
Ltd (ZMEC).
- $8,177,952 is guaranteed by Zhejiang Kangli Metal
Manufacturing Company, whose bank loan of $4,906,771 is guaranteed by the
Company. Also see Note 23. $3,271,181 of the $8,177,952 is guaranteed by Lv
Qingjiang and Lv Qingbo, two major shareholders of Zhejiang Kangli Metal
Manufacturing Company. Also see Note 24.
- $3,271,181 is guaranteed by Zhejiang Shuguang industrial Co.,
Ltd., whose bank loan of $4,906,771 is guaranteed by the Company. Also see Note
24.
- $17,664,376 is guaranteed by Nanlong Group Co., Ltd. whose
bank loans of $9,813,543 is also guaranteed by the Company. Also see Note 24.
- $817,795 is guaranteed by Yonnkang Sanli Metal Co., Ltd.
NOTE 17 NOTES PAYABLE
By issuing bank note payables rather than paying cash to
suppliers, the Company can defer the payments until the date the bank note
payable is due. Simultaneously, depending on the requirements of the bank, the
Company may need to deposit restricted cash in banks to back up the bank note
payable, while the restricted cash deposited in banks will generate interest
income.
Notes payable are summarized as follows:
F-30
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(CONTINUED)
|
FOR THE YEARS ENDED DECEMBER 31, 2013 AND
2012
|
|
|
December 31,
|
|
|
December 31,
|
|
|
|
2013
|
|
|
2012
|
|
Bank acceptance notes:
|
|
|
|
|
|
|
Due March 26, 2013
|
$
|
-
|
|
$
|
1,583,255
|
|
Due March 26, 2013
|
|
-
|
|
|
1,583,255
|
|
Due June 24, 2013
|
|
-
|
|
|
3,166,511
|
|
Due June 24, 2013
|
|
-
|
|
|
6,333,023
|
|
Due June 25, 2013
|
|
-
|
|
|
2,533,209
|
|
Due June 25, 2013
|
|
-
|
|
|
10,132,835
|
|
Due March 18, 2014
|
|
1,962,709
|
|
|
-
|
|
Due May 19, 2014
|
|
8,177,952
|
|
|
-
|
|
Due May 21, 2014
|
|
6,542,362
|
|
|
-
|
|
Subtotal
|
$
|
16,683,023
|
|
$
|
25,332,088
|
|
|
|
|
|
|
|
|
Notes payable to unrelated companies:
|
|
|
|
|
|
|
|
$
|
-
|
|
$
|
-
|
|
Subtotal
|
$
|
-
|
|
$
|
-
|
|
|
|
|
|
|
|
|
Total
|
$
|
16,683,023
|
|
$
|
25,332,088
|
|
All the bank acceptance notes do not bear interest, but are
subject to bank charges of 0.05% of the principal as commission on each
transaction. Bank charges for notes payable were $21,136 and $20,246 in 2013 and
2012, respectively.
No restricted cash is held as collateral for the notes payable
at December 31, 2013.
NOTE 18 BOND PAYABLE
Due Date
|
Face Value
|
Coupon rate
|
Interest record date
|
Interest pay date
|
December 27, 2016
|
13,084,724
|
11.5%
|
27 December
|
27 December
|
Total face value
|
13,084,724
|
|
|
|
On December 27, 2012, the Company borrowed RMB 80,000,000 from
China Ever-bright Securities Co. Ltd. The maturity date is December 27, 2015 and
no principal payments are required prior to maturity. The interest rate was 12%
and interest was payable on December 27 in each of 2013, 2014 and 2015. The
obligation was secured by an unrelated third party.
In August 2013, the Company repaid, without a prepayment
penalty, all principal and interest to China Ever-bright Securities Co. Ltd.
F-31
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(CONTINUED)
|
FOR THE YEARS ENDED DECEMBER 31, 2013 AND
2012
|
On December 27, 2013, the Company issued the bond of RMB
80,000,000 ($13,084,724) to China Ever-bright Securities Co. Ltd. and CITIC
Securities Company Limited. The maturity of this bond is 3 years, and the
material terms of this bond are similar as the terms of the bond issued in 2012
and repaid in August 2013, except that the interest rate is reduced to 11.5% .
Bond interest was payable on December 27 in each of 2014, 2015 and 2016.
NOTE 19 TAXES
(a) Corporation Income Tax
In accordance with the relevant tax laws and regulations of the
PRC, applicable corporate income tax rate is 25%. However, the Kandi Vehicle,
qualified as a high technology company in China, was entitled to pay a reduced
income tax rate of 15%.
Kandi New Energy is a subsidiary of the Company and its
applicable corporate income tax rate is 25%.
Yongkang Scrou Electric. Co., Ltd is a subsidiary of the
Company and its applicable corporate income tax rate was 25%.
Kandi Electric Vehicles (Wanning) Co., Ltd. is a subsidiary of
the Company and its applicable corporate income tax rate is 25%.
Zhejiang Kandi Electric Vehicles Co., Ltd is a joint venture
company (the JV Company). The Company has a 50% ownership interest in the JV
Company and its applicable corporate income tax is 25%.
Kandi Electric Vehicles (Changxing) Co., Ltd. is a subsidiary
of the JV Company and its applicable corporate income tax rate is 25%.
Zhejiang ZuoZhongYou Electric Vehicle Service Co., Ltd. is a
19% investment of the JV Company and its applicable corporate income tax rate is
25%.
Zhejiang Kandi Electric Vehicles Jinhua Co., Ltd. is a
subsidiary of the JV Company and its applicable corporate income tax rate is
25%.
Zhejiang JiHeKang Electric Vehicle Sales Co., Ltd. is a
subsidiary of the JV Company and its applicable corporate income tax rate is
25%.
Kandi Electric Vehicles (Shanghai) Co., Ltd. is a subsidiary of
the JV Company and its applicable corporate income tax rate is 25%.
The Company, qualified as a high technology company in China,
was entitled to pay a reduced income tax rate of 15%. After combining with the
research and development tax credit of 25% on certain qualified research and
development expenses, the final effective reduced income tax rate was 16.68%.
The combined tax benefits were 50.1%. The actual effective income tax rate was
reduced from 25% to 12.48% of the 2013 taxable corporate income.
F-32
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(CONTINUED)
|
FOR THE YEARS ENDED DECEMBER 31, 2013 AND
2012
|
According to the PRC CIT reporting system, the CIT sales
cut-off base is concurrent with the value-added tax (VAT), which will be
reported to the State Administration of Taxation (SAT) on a quarterly basis.
Since the VAT and CIT are accounted for on a VAT tax basis that recorded all
sales on a State provided official invoices reporting system, the Company is
reporting the CIT according to the SAT prescribed tax reporting rules. Under the
VAT tax reporting system, sales cut-off is not done on an accrual basis but
rather on a VAT taxable reporting basis. Therefore, when the company adopted
U.S. GAAP using an accrual basis, the sales cut-off CIT timing (due to the VAT
reporting system) creates a temporary sales cut-off timing difference. This
difference is reflected in the deferred tax assets or liabilities calculations
on the income tax estimate reported on our Form 10-K.
Effective January 1, 2007, the Company adopted ASC 740, Income
Taxes. The interpretation addresses the determination of whether tax benefits
claimed or expected to be claimed on a tax return should be recorded in the
financial statements.
Under ASC 740, the Company may recognize the tax benefit from
an uncertain tax position only if it is more likely than not that the tax
position will be sustained on examination by the taxing authorities, based on
the technical merits of the position. The tax benefits recognized in the
financial statements from such a position should be measured based on the
largest benefit that has a greater than fifty percent likelihood of being
realized upon ultimate settlement. ASC 740 also provides guidance on
de-recognition, classification, interest and penalties on income taxes,
accounting in interim periods and requires increased disclosures. As of December
31, 2013, the Company does not have a liability for unrecognized tax benefits.
The Company files income tax returns to the U.S. Internal Revenue Services
(IRS) and states where the Company has operations. The Company is subject to
U.S. federal or state income tax examinations by the IRS and relevant state tax
authorities for years after 2006. During the periods open to examination, the
Company has net operating loss carry forwards (NOLs) for U.S. federal and
state tax purposes that have attributes from closed periods. Since these NOLs
may be utilized in future periods, they remain subject to examination. The
Company also files certain tax returns in China. As of December 31, 2013, the
Company was not aware of any pending income tax examinations by U.S. and China
tax authorities. The Company's policy is to record interest and penalties on
uncertain tax provisions as income tax expense. As of December 31, 2013, the
Company has no accrued interest or penalties related to uncertain tax positions.
The Company has not recorded a provision for U.S. federal income tax for the
year ended December 31, 2013 due to the net operating loss in 2013 and an
accumulated net operating loss carry forward from prior years in the United
States.
Income tax expense for the years ended December 31, 2013 and
2012 is summarized as follows:
F-33
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(CONTINUED)
|
FOR THE YEARS ENDED DECEMBER 31, 2013 AND
2012
|
|
|
For the Year Ended
|
|
|
|
December 31,
|
|
|
|
2013
|
|
|
2012
|
|
Current:
|
|
|
|
|
|
|
Provision for CIT
|
$
|
1,593,994
|
|
$
|
1,523,735
|
|
Provision for Federal Income Tax
|
|
|
|
|
|
|
Deferred:
|
|
|
|
|
|
|
Provision for CIT
|
|
|
|
|
|
|
Income tax expense
|
$
|
1,593,994
|
|
$
|
1,523,735
|
|
The Company's income tax expense differs from the expected
tax expense for the years ended December 31, 2013 and 2012 (computed by applying
the U.S. Federal Income Tax rate of 34% and PRC Corporation Income Tax rate of
25%, respectively to income before income taxes) as follows:
|
|
For the Year Ended
|
|
|
|
December 31,
|
|
|
|
2013
|
|
|
2012
|
|
Computed expected income (expense)
|
$
|
(1,381,713
|
)
|
$
|
651,245
|
|
Favorable tax rate
|
|
(1,378,429
|
)
|
|
(1,232,306
|
)
|
Permanent differences
|
|
361,230
|
|
|
932,699
|
|
Valuation Allowance
|
|
3,992,906
|
|
|
1,172,097
|
|
Income tax expense
|
$
|
1,593,994
|
|
$
|
1,523,735
|
|
The tax effects of temporary differences that give rise to the
Company's net deferred tax assets and liabilities as of December 31, 2013 and
2012 are summarized as follows:
F-34
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(CONTINUED)
|
FOR THE YEARS ENDED DECEMBER 31, 2013 AND
2012
|
|
|
December 31,
|
|
|
December 31,
|
|
|
|
2013
|
|
|
2012
|
|
Current portion:
|
|
|
|
|
|
|
Deferred tax assets (liabilities):
|
|
|
|
|
|
|
Expense
|
$
|
47,224
|
|
$
|
(193,777
|
)
|
Subtotal
|
|
47,224
|
|
|
(193,777
|
)
|
|
|
|
|
|
|
|
Deferred tax assets (liabilities):
|
|
|
|
|
|
|
Sales cut-off difference derived from Value
Added Tax reporting system to calculate PRC Corporation Income Tax in
accordance with the PRC State Administration of Taxation
|
|
(33,518
|
)
|
|
138,661
|
|
Other
|
|
|
|
|
|
|
Subtotal
|
|
(33,518
|
)
|
|
138,661
|
|
|
|
|
|
|
|
|
Total deferred tax assets (liabilities)
current portion
|
|
13,706
|
|
|
(55,166
|
)
|
|
|
|
|
|
|
|
Non-current portion:
|
|
|
|
|
|
|
Deferred tax assets:
|
|
|
|
|
|
|
Depreciation
|
|
81,076
|
|
|
223,409
|
|
Loss carried forward
|
|
3,992,906
|
|
|
1,172,097
|
|
Valuation allowance
|
|
(3,992,906
|
)
|
|
(1,172,097
|
)
|
Subtotal
|
|
81,076
|
|
|
223,409
|
|
|
|
|
|
|
|
|
Deferred tax liabilities:
|
|
|
|
|
|
|
Accumulated other comprehensive gain
|
|
(1,009,477
|
)
|
|
(222,714
|
)
|
Subtotal
|
|
(1,009,477
|
)
|
|
(222,714
|
)
|
|
|
|
|
|
|
|
Total deferred tax assets non-current portion
|
|
(928,401
|
)
|
|
695
|
|
|
|
|
|
|
|
|
Net deferred tax (liabilities) assets
|
$
|
(914,695
|
)
|
$
|
(54,471
|
)
|
(b) Tax Holiday Effect
For the years ended December 31, 2013 and 2012, the PRC
corporate income tax rate was 25%. Certain subsidiaries of the Company are
entitled to tax exemptions (tax holidays) for the years ended December 31, 2013
and 2012.
The combined effects of the income tax expense exemptions and
reductions available to the Company for the years ended December 31, 2013 and
2012 are as follows:
F-35
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(CONTINUED)
|
FOR THE YEARS ENDED DECEMBER 31, 2013 AND
2012
|
|
|
For the Year Ended
|
|
|
|
December 31
|
|
|
|
2013
|
|
|
2012
|
|
Tax holiday effect
|
$
|
1,378,429
|
|
$
|
1,232,306
|
|
Basic net income per share effect
|
$
|
0.04
|
|
$
|
0.04
|
|
NOTE 20 - STOCK OPTIONS, WARRANTS AND CONVERTIBLE NOTES
(a) Stock Options
On February 11, 2009, the Compensation Committee of the Board
of Directors of the Company approved the grant of stock options for 2,600,000
shares of common stock to ten of the Company's employees and directors. The
stock options vest ratably over three years and expire in ten years from the
grant date. The Company valued the stock options at $2,062,964 and amortized the
stock compensation expense using the straight-line method over the service
period from February 11, 2009 through February 11, 2012. The value of the
options was estimated using the Black Scholes Model with an expected volatility
of 164%, expected life of 10 years, risk-free interest rate of 2.76% and
expected dividend yield of 0.00% . On June 30, 2011, one of the Company's
directors resigned, and his 6,668 unexercised options were forfeited. As of
December 31, 2013, options for 2,366,672 shares have been exercised and 6,668
options have been forfeited.
On October 6, 2009, the Company executed an agreement with Wang
Rui and Li Qiwen, third-party consultants, whereby Mr. Wang and Mr. Li are to
provide business development services in China to the Company in exchange for
options to purchase 350,000 shares of the Company's common stock at an exercise
price of $1.50 per share. Per the agreement, 250,000 of these options vested and
become exercisable on March 6, 2010, and 100,000 vested and become exercisable
on June 6, 2010. The options will expire after ten years. The options are issued
under and subject to the terms of the Company's 2008 Omnibus Long-Term Incentive
Plan.
The following is a summary of the stock option activities of
the Company:
|
|
|
|
|
Weighted Average
|
|
|
|
Activity
|
|
|
Exercise Price
|
|
Outstanding as of January 1, 2013
|
|
326,660
|
|
$
|
1.01
|
|
Granted
|
|
-
|
|
|
-
|
|
Exercised
|
|
-
|
|
|
-
|
|
Cancelled
|
|
-
|
|
|
-
|
|
Outstanding as of December 31, 2013
|
|
326,660
|
|
|
1.01
|
|
The following table summarizes information about stock options
outstanding as of December 31, 2013:
F-36
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(CONTINUED)
|
FOR THE YEARS ENDED DECEMBER 31, 2013 AND
2012
|
|
|
Options Outstanding
|
|
|
Options Exercisable
|
|
|
|
|
|
|
Remaining
|
|
|
|
|
|
|
|
Number of
|
|
Exercise
|
|
|
Contractual life
|
|
|
Number of
|
|
|
Exercise
|
|
shares
|
|
Price
|
|
|
(in years)
|
|
|
shares
|
|
|
Price
|
|
226,660
|
$
|
0.80
|
|
|
5.25
|
|
|
226,660
|
|
$
|
0.80
|
|
100,000
|
|
1.50
|
|
|
5.75
|
|
|
100,000
|
|
|
1.50
|
|
The fair value per share of the 2,600,000 options issued to the
employees and directors is $0.7934 per share. The fair value per share of the
unexercised 100,000 options issued to Wang Rui and Li Qiwen, which became
exercisable on June 6, 2010, is $3.44.
(b) Warrants and Convertible Notes
On September 21, 2009, the Company executed an agreement with a
third-party consultant, whereby the consultant is to provide management
consulting and advisory services for a period of 12 months, beginning on
September 22, 2009, and ending on September 22, 2010. As compensation for the
services provided, the Company agreed to issue 200,000 warrants to purchase the
Company's common stock, with 100,000 of these warrants issued at an exercise
price of $2.00 per share and 100,000 of these warrants issued at an exercise
price of $2.50 per share. All of the warrants have a five year contractual term
and were granted on October 22, 2009. The warrants vested in full and became
exercisable on January 21, 2010, upon the closing of an initial round of
financing. By the end of 2012, the consultant had cashless exercised all the
200,000 warrants.
Under a Securities Purchase Agreement, dated as of January 21,
2010 (the 2010 Securities Purchase Agreement), by and among the Company and
certain investors thereto, the Company issued a total of $10 million of senior
secured convertible notes (the Convertible Notes) and warrants exercisable for
an aggregate of 800,000 shares of the Company's common stock (the Investor
Warrants), for gross proceeds of $10 million. The Convertible Notes, which
accrue interest at a rate of 6% per annum, will mature in two years following
the closing date of the offering and are initially convertible, at the option of
the holders, into shares of common stock at $6.25 per share. As of January 21,
2010, the Convertible Notes were convertible into 1,600,000 shares of common
stock at the price of $6.25 per share. The Investor Warrants, which are
exercisable for a period of three years following the closing date, were
initially exercisable upon entering into the 2010 Securities Purchase Agreement
at an exercise price of $6.5625 per share. Included in the associated issuance
costs is the fair value of 80,000 warrants issued to a placement agent. These
warrants have the same terms and conditions as the Investor Warrants issued to
the investors.
Pursuant to the terms of the Convertible Notes and the Investor
Warrants, on May 18, 2010, the conversion price of the Convertible Notes was
adjusted to $3.5924 per share and the exercise price of the Investor Warrants
and warrants issued to the placement agent was adjusted to $4.3907 per share. On
August 19, 2010, the conversion price of the Convertible Notes was adjusted to
$3.1146 per share and the exercise price of the Investor Warrants and warrants
issued to the placement agent was adjusted to $3.8067 per share. As a result,
the number of Investor Warrants and warrants issued to the placement agent was
adjusted to 1,379,148 and 137,915 respectively. As of December 31, 2013, the
investors had converted all $10 million principal amount and $159,522 accrued
interest of the Convertible Notes into an aggregate of 3,121,121 shares of
Common Stock.
F-37
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(CONTINUED)
|
FOR THE YEARS ENDED DECEMBER 31, 2013 AND
2012
|
As of December 31, 2013, 1,162,073 Investor Warrants and
124,123 warrants issued to the placement agent have been exercised. The
remaining 217,075 Investor Warrants and 13,792 placement agent warrants were
forfeited.
On December 21, 2010, the Company agreed to sell to certain
institutional investors up to 3,027,272 shares of the Company's common stock and
warrants to purchase up to 1,210,912 shares of the Company's common stock in
fixed combination, with each combination consisting of one share of common stock
and a warrant to purchase 0.40 shares of common stock in a registered direct
public offering (the Second Round Warrants). The warrants became exercisable
immediately following the closing date of the offering and remain exercisable
for three years thereafter at an exercise price of $6.30 per share. The exercise
price of the Second Round Warrants was adjusted to $5.40 on September 9, 2013 as
a result of the registered direct offering that closed on July 1, 2013. On
December 12, 2013, the expiration date of the Second Round Warrants was extended
to June 30, 2014. As of December 31, 2013, the fair value of the Second Round
Warrants is $6.54 per share, and 327,272 of the Second Round Warrants have been
exercised.
On June 26, 2013, the Company entered into a Securities
Purchase Agreement (the 2013 Securities Purchase Agreement) with certain
institutional investors (the Third Round Investors) that closed on July 1,
2013 pursuant to which the Company sold to the Third Round Investors, in a
registered direct offering, an aggregate of 4,376,036 shares of our common stock
at a negotiated purchase price of $6.03 per share. Under the 2013 Securities
Purchase Agreement, the Third Round Investors also received Series A warrants
for the purchase of up to 1,750,415 shares of our common stock at an exercise
price of $7.24 per share and an option to make an additional investment in the
form of Series B warrants and Series C warrants: Series B warrants to purchase a
maximum aggregate of 728,936 shares of our common stock at an exercise price of
$7.24 per share and the Series C warrants to purchase a maximum aggregate of
291,574 shares of our common stock at an exercise price of $8.69 (the Third
Round Warrants). In addition, the placement agent for this transaction also
received warrants for the purchase of up to 262,562 shares of our common stock
at an exercise price of $7.24 per share (the Third Round Placement Agent
Warrants). As of December 31, 2013, the fair value of Series A warrants is
$6.55 per share, the fair value of Series B warrants is $4.77 per share, the
fair value of Series C warrants is $5.93 per share, and the Third Round
Placement Agent Warrants' fair value is $7.04 per share. In January 2014, all
the Third Round Warrants were exercised on a cash basis.
NOTE 21 STOCK AWARD
In connection with his appointment to the Board of Directors,
and as compensation for serving, the Board of Directors authorized the Company
to provide Mr. Henry Yu with 5,000 shares of Company's restricted common stock
every six months, par value $0.001, beginning in July 2011.
As compensation for his services, the Board of Directors
authorized the Company to provide Mr. Jerry Lewin with 5,000 shares of Company's
restricted common stock every six months, par value $0.001, beginning in August
2011.
F-38
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
|
FOR THE YEARS ENDED DECEMBER 31, 2013 AND 2012
|
As compensation for her services, the Board of Directors
authorized the Company to provide Ms. Kewa Luo with 5,000 shares of Company's
common stock every six months, par value $0.001, beginning in September 2013.
The fair value of stock award based on service is determined
based on closing price of the day that the shares are granted every six months.
The compensation cost for awards of stock would be recognized over the requisite
service period of six months.
On December 30, 2013, the Board of Directors approved a proposal (as submitted by the Compensation Committee) of an award for selected executives and other key employees comprising a total of 335,000 for each fiscal year beginning with the 2013 fiscal year under the Company's 2008 Omnibus Long-Term Incentive Plan (the “Plan”) to be delivered upon the Company's determination that the Company's “Non-GAAP Net Income” for the fiscal year increased by 10%. “Non-GAAP Net Income” means the Company's net income for a particular year calculated in accordance with GAAP, excluding option-related expenses, stock award expenses, and the effects caused by the change of fair value of financial derivatives. For example, if Non-GAAP Net Income for the 2013 fiscal year increases by 10% compared to the Non-GAAP Net Income for the 2012 fiscal year, the selected executives and other key employees will each be granted his or her target amount of common stock of the Company at the end of March 2014. If Non-GAAP Net Income in 2013 is less than Non-GAAP Net Income in 2012, then no common stock will be granted. If Non-GAAP Net Income in 2013 increases compared to Non-GAAP Net Income in 2012 but the increase is less than 10%, then the target amount of the common stock grant will be proportionately decreased. If Non-GAAP Net Income in 2013 increases compared to Non- GAAP Net Income in 2012 but the increase is more than 10%, then the target amount of the common stock grant will be proportionately increased.
The fair value of each award granted under Plan is determined
based on the closing price of the Company's stock on the date of grant of the
award. To the extent that the performance goal is not met and so no shares
become due, no compensation cost is recognized and any recognized compensation
cost during the applicable year is reversed. The number of shares of common
stock granted under the Plan during 2013 would be 801,163 shares. The compensation is recognized in General and Administrative Expenses.
NOTE 22 INTANGIBLE ASSETS
The following table provides the gross carrying value and
accumulated amortization for each major class of intangible assets other than
goodwill:
|
|
Remaining useful life
|
|
|
December 31, 2013
|
|
Gross carrying amount:
|
|
|
|
|
|
|
Trade name
|
|
8 years
|
|
$
|
492,235
|
|
Customer relations
|
|
8 years
|
|
|
304,086
|
|
|
|
|
|
|
796,321
|
|
Less : Accumulated amortization
|
|
|
|
|
|
|
Trade name
|
|
|
|
$
|
(84,576
|
)
|
Customer relations
|
|
|
|
|
(52,249
|
)
|
|
|
|
|
|
(136,825
|
)
|
Intangible assets, net
|
|
|
|
$
|
659,496
|
|
F-39
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(CONTINUED)
|
FOR THE YEARS ENDED DECEMBER 31, 2013 AND
2012
|
The aggregate amortization expense for those intangible assets
that continue to be amortized is reflected in amortization of intangible assets
in the Consolidated Statements of Income and comprehensive Income and was
$82,095 and $54,730 for the years ended December 31, 2013 and 2012,
respectively.
Amortization expense for the next five years and thereafter is
as follows:
2014
|
$
|
82,095
|
|
2015
|
|
82,095
|
|
2016
|
|
82,095
|
|
2017
|
|
82,095
|
|
2018
|
|
82,095
|
|
Thereafter
|
|
249,021
|
|
Total
|
$
|
659,496
|
|
NOTE 23 SUMMARIZED INFORMATION OF INVESTMENT IN THE JV
COMPANY
The Company's investment in the JV Company is accounted for
using the equity method of accounting. The JV Company has consolidated the
following: (1) 100% interest in Kandi Changxing; (2) 100% interest in Kandi
Jinhua; (3) 100% interest in JiHeKang; (4) 100% interest in Kandi Shanghai; and
19% interest in the Service Company.
The combined results of operations and financial position of
the JV Company are summarized below:
|
|
2013
|
|
|
2012
|
|
Condensed income statement information:
|
|
|
|
|
|
|
Net sales
|
$
|
15,212,347
|
|
$
|
-
|
|
Gross (loss)
|
|
(1,279,914
|
)
|
|
-
|
|
Net (loss)
|
|
(3,020,756
|
)
|
|
-
|
|
Company's equity in net income of JV
|
|
(1,510,378
|
)
|
|
-
|
|
Condensed balance sheet information:
|
|
|
|
|
|
|
Current assets
|
|
108,139,053
|
|
|
-
|
|
Noncurrent assets
|
|
146,130,466
|
|
|
-
|
|
Total assets
|
|
254,269,519
|
|
|
-
|
|
Current liabilities
|
|
93,772,816
|
|
|
-
|
|
Noncurrent liabilities
|
|
-
|
|
|
-
|
|
Equity
|
|
160,496,703
|
|
|
-
|
|
Total liabilities and equity
|
|
254,269,519
|
|
|
-
|
|
Note: The following table illustrates the captions used in the
Company's Income Statements for its equity basis investments in the JV Company.
F-40
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(CONTINUED)
|
FOR THE YEARS ENDED DECEMBER 31, 2013 AND
2012
|
Changes in the Company's investment in JV Company for the year
ended December 31, 2013 and 2012 are as follows:
|
|
2013
|
|
|
2012
|
|
Condensed income statement information:
|
|
|
|
|
|
|
Investment in JV Company, beginning of the
year,
|
$
|
81,779,522
|
|
$
|
-
|
|
(Loss) from equity investment
|
|
(1,510,378
|
)
|
|
-
|
|
Intercompany transaction unrealized gain elimination
|
|
(903,976
|
)
|
|
-
|
|
Exchange difference
|
|
(33,238
|
)
|
|
-
|
|
Investment in JV Company, end of the year
|
|
79,331,930
|
|
|
-
|
|
The following tables summarize the effects of transactions
including sales and purchases with the JV Company:
|
|
December 31,
|
|
|
December 31,
|
|
|
|
2013
|
|
|
2012
|
|
Sales to Kandi Electric Vehicles
(Changxing) Co., Ltd.
|
$
|
11,223,823
|
|
$
|
-
|
|
Purchase from Kandi Electric Vehicles (Changxing) Co., Ltd.
|
|
487,453
|
|
|
-
|
|
During fiscal year ended December 31, 2013, the Company sold
and purchased products to and from Kandi Electric Vehicles (Changxing) Co.,
Ltd., one of the 100% owned subsidiary of the 50% joint venture investment of
the Company, amounting to $11,223,823 (2012:$0) and $487,453 (2012:$0)
respectively.
As of December 31, 2012 and 2013, significant balances with the
JV Company were as follows:
|
|
December 31,
|
|
|
December 31,
|
|
|
|
2013
|
|
|
2012
|
|
Due from Kandi Electric Vehicles
(Changxing) Co., Ltd.
|
$
|
1,576,408
|
|
$
|
-
|
|
Due from Zhejiang Kandi Electric Vehicles Co.,Ltd
|
|
4,121,688
|
|
|
-
|
|
Due (to) Zhejiang Kandi Electric Vehicles
Jinhua Co.,Ltd
|
|
(2,780,504
|
)
|
|
-
|
|
|
$
|
2,917,592
|
|
$
|
-
|
|
The amounts due from the JV Company as of December 31, 2012 and
2013 are not collateralized, interest-free and have normal business payment
terms.
NOTE 24 - COMMITMENTS AND CONTINGENCIES
Guarantees and pledged collateral for third party bank
loans
As of December 31, 2013, the Company provided guarantees for
the following third parties:
F-41
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(CONTINUED)
|
FOR THE YEARS ENDED DECEMBER 31, 2013 AND
2012
|
(1) Guarantees for bank loans
Guarantee provided to
|
|
Amount
|
|
Zhejiang Kangli Metal Manufacturing
Company.
|
$
|
4,906,771
|
|
Zhejiang Shuguang industrial Co., Ltd.
|
|
4,906,771
|
|
Yongkang Angtai Trade Co., Ltd.
|
|
817,795
|
|
Nanlong Group Co., Ltd.
|
|
9,813,543
|
|
Total
|
$
|
20,444,880
|
|
On December 27, 2013, the Company entered into a guarantee
contract to serve as the guarantor for the bank loan borrowed from Shanghai Bank
Hangzhou branch in the amount of $4,906,771 by Zhejiang Kangli Metal
Manufacturing Company. (ZKMMC) for the period from December 27, 2013 to
December 27, 2014. ZKMMC is not related to the Company. Under this guarantee
contract, the Company agrees to perform all obligations of ZKMMC under the loan
contract if ZKMMC fails to perform its obligations as set forth therein.
On February 26, 2013, the Company entered into a guarantee
contract to serve as the guarantor for the bank loan borrowed from PingAn Bank
in the amount of $4,906,771 by Zhejiang Shuguang industrial Co., Ltd. (ZSICL)
for the period from February 26, 2013 to February 26, 2014. ZSICL is not related
to the Company. Under this guarantee contract, the Company agrees to perform all
obligations of ZSICL under the loan contracts if ZSICL fails to perform its
obligations as set forth therein.
On January 6, 2013, the Company entered into a guarantee
contract to serve as the guarantor for the bank loans borrowed from China
Communication Bank Jinhua Branch in the amount of $817,795 by Yongkang Angtai
Trade Co., Ltd. (YATCL) for the period from January 6, 2013 to January 6,
2014. YATCL is not related to the Company. Under this guarantee contract, the
Company agrees to perform all obligations of YATCL under the loan contracts if
YATCL fails to perform its obligations as set forth therein.
On March 15, 2013 and December 27, 2013, the Company entered
into two guarantee contracts to serve as the guarantor for the bank loans
borrowed from Shanghai Pudong Development Bank Jinhua Branch and Shanghai Bank
Hangzhou branch in the amount of $3,271,181 and $6,542,362 respectively by
Nanlong Group Co., Ltd. (NGCL) for the period from March 15, 2013 to March 15,
2016, and December 27, 2013 to December 27, 2014 respectively. NGCL is not
related to the Company. Under these guarantee contracts, the Company agrees to
perform all obligations of NGCL under the loan contract if NGCL fails to perform
its obligations as set forth therein.
(2) Pledged collateral for a third party's bank loans
As of December 31, 2013, none of the Company's land use rights
or plant and equipment were pledged as collateral securing bank loans to third
parties.
NOTE 25 SEGMENT REPORTING
The Company has only one single operating segment. The
Company's revenue and long-lived assets are primarily derived from and located
in the PRC. The Company only has operations in China.
F-42
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(CONTINUED)
|
FOR THE YEARS ENDED DECEMBER 31, 2013 AND
2012
|
The following table sets forth revenues by geographic area
|
|
Year Ended December
31
|
|
|
|
2013
|
|
|
2012
|
|
|
|
Sales Revenue
|
|
|
Long Lived Assets
|
|
|
Sales Revenue
|
|
|
Long Lived Assets
|
|
North America
|
$
|
6,906,807
|
|
|
-
|
|
$
|
7,243,257
|
|
|
-
|
|
Europe and other region
|
|
2,394,948
|
|
|
-
|
|
|
1,639,990
|
|
|
-
|
|
China
|
|
85,234,290
|
|
|
124,294,994
|
|
|
55,630,423
|
|
|
51,289,815
|
|
Total
|
$
|
94,536,045
|
|
|
124,294,994
|
|
$
|
64,513,670
|
|
|
51,289,815
|
|
NOTE 26 - SUBSEQUENT EVENT
On January 15, 2014, the Company sold to the Investors warrants
to purchase an aggregate of 1,429,393 shares of the Company's common stock, par
value $0.001 per share at an exercise price equal to $15 (the Fourth Round
Warrants) for a total purchase price paid by certain institution investors to
the Company of approximately $14,294. The Fourth Round Warrants became
exercisable immediately following the closing date of this offering and will
expire on January 30, 2015.
F-43