Kandi Technologies Group, Inc. - Quarter Report: 2008 June (Form 10-Q)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
10-Q
x
Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange
Act
of 1934
For
the
quarterly period ended June 30, 2008
or
¨
Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange
Act
of 1934
For
the
transition period from ______to______
Commission
file number 000-52186
Kandi
Technologies, Corp.
(Exact
name of registrant as specified in charter)
Delaware
|
87-0700927
|
|
(State
or other jurisdiction of
incorporation
or organization)
|
(I.R.S.
Employer Identification No.)
|
Jinhua
City Industrial Zone
Jinhua,
Zhejiang Province
People’s
Republic of China
Post
Code 321016
(Address
of principal executive offices)
(86
- 0579) 82239700
(Registrant’s
telephone number, including area code)
Indicate
by check mark whether the registrant (1) has filed all reports required to
be
filed by Section 13 or 15(d) of the Securities Exchange Act during the preceding
12 months (or for such shorter period that the registrant was required to file
such reports), and (2) has been subject to such filing requirements for the
past
90 days. Yes x
No
¨
Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company.
See
definitions of “large accelerated filer,” “accelerated filer” and “smaller
reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
Large
accelerated filer ¨
|
Accelerated
filer ¨
|
Non-accelerated
filer ¨
|
Smaller
reporting company x
|
Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act).
Yes ¨
No x
As
of
August 14, 2008 the registrant had issued and outstanding 19,961,000 shares
of
common stock, par value $.001 per share.
PART
I— FINANCIAL INFORMATION
Item
1. Financial Statements. (Unaudited)
In
the
opinion of management, the accompanying unaudited condensed consolidated
financial statements included in this Form 10-Q reflect all adjustments
(consisting only of normal recurring accruals) necessary for a fair presentation
of the results of operations for the periods presented. The results of
operations for the periods presented are not necessarily indicative of the
results to be expected for the full year.
KANDI
TECHNOLOGIES, CORP.
(FORMERLY
STONE MOUNTAIN RESOURCES, INC.)
AND
SUBSIDIARIES
CONDENSED
CONSOLIDATED BALANCE SHEETS
ASSETS
June 30,
|
|||||||
2008
|
December 31,
|
||||||
(Unaudited)
|
2007
|
||||||
CURRENT
ASSETS
|
|||||||
Cash
and cash equivalents
|
$
|
156,896
|
$
|
1,149,140
|
|||
Restricted
cash
|
6,548,503
|
1,367,222
|
|||||
Accounts
receivable, net of allowance for doubtful accounts of $1,634 and
$3,701 as
of June 30, 2008 and December 31, 2007, respectively
|
14,501,396
|
11,401,367
|
|||||
Inventories
|
5,425,919
|
3,293,529
|
|||||
Notes
receivable, net of discount of $68,285 and $0 as of June 30, 2008
and
December 31, 2007, respectively
|
6,506,108
|
47,853
|
|||||
Other
receivables
|
131,281
|
416,454
|
|||||
Deposit
for acquisition
|
12,270,859
|
||||||
Prepayments
and prepaid expenses
|
68,919
|
17,774
|
|||||
Due
from employees
|
-
|
9,932
|
|||||
Discontinued
operation
|
-
|
14,158,890
|
|||||
Total
Current Assets
|
33,339,022
|
44,133,020
|
|||||
LONG-TERM
ASSETS
|
|||||||
Plant
and equipment, net
|
16,245,693
|
10,427,176
|
|||||
Land
use rights, net
|
9,477,194
|
385,539
|
|||||
Construction
in progress
|
1,253,868
|
1,321,832
|
|||||
Deferred
taxes
|
480,986
|
405,006
|
|||||
Discontinued
operation
|
-
|
506,526
|
|||||
Total
Long-Term Assets
|
27,457,741
|
13,046,079
|
|||||
TOTAL
ASSETS
|
$
|
60,796,763
|
$
|
57,179,099
|
See
accompanying notes to condensed consolidated financial statements
2
KANDI
TECHNOLOGIES, CORP.
(FORMERLY
STONE MOUNTAIN RESOURCES, INC.)
AND
SUBSIDIARIES
CONDENSED
CONSOLIDATED BALANCE SHEETS
LIABILITIES
AND SHAREHOLDERS’ EQUITY
June 30,
|
|||||||
2008
|
December 31,
|
||||||
(Unaudited)
|
2007
|
||||||
CURRENT
LIABILITIES
|
|||||||
Accounts
payable
|
$
|
11,397,872
|
$
|
6,333,057
|
|||
Other
payables and accrued expenses
|
603,159
|
378,675
|
|||||
Short-term
bank loans
|
27,139,905
|
20,869,862
|
|||||
Customer
deposits
|
789,933
|
483,320
|
|||||
Notes
payable
|
3,463,430
|
1,476,600
|
|||||
Due
to employees
|
37,086
|
310
|
|||||
Due
to related party
|
164,250
|
-
|
|||||
Discontinued
operation
|
-
|
14,296,572
|
|||||
Total
Current Liabilities
|
43,595,635
|
43,838,396
|
|||||
LONG-TERM
LIABILITIES
|
|||||||
Deferred
taxes
|
296,511
|
296,511
|
|||||
Discontinued
operation
|
-
|
2,651
|
|||||
Total
Long-Term Liabilities
|
296,511
|
299,162
|
|||||
TOTAL
LIABILITIES
|
43,892,146
|
44,137,558
|
|||||
CONTINGENCIES
|
|||||||
SHAREHOLDERS’
EQUITY
|
|||||||
Common
stock, $0.001 par value; 100,000,000 shares authorized; 19,961,000
and
19,961,000 shares issued and outstanding at June 30, 2008 and December
31,
2007, respectively
|
19,961
|
19,961
|
|||||
Additional
paid-in capital
|
7,138,105
|
7,138,105
|
|||||
Retained
earnings (the restricted portion is $534,040 and $0 at June 30, 2008
and
December 31, 2007, respectively)
|
8,635,534
|
5,125,120
|
|||||
Accumulated
other comprehensive income
|
1,111,017
|
758,355
|
|||||
TOTAL
SHAREHOLDERS’ EQUITY
|
16,904,617
|
13,041,541
|
|||||
TOTAL
LIABILITIES AND SHAREHOLDERS’ EQUITY
|
$
|
60,796,763
|
$
|
57,179,099
|
See
accompanying notes to condensed consolidated financial statements
3
KANDI
TECHNOLOGIES, CORP.
(FORMERLY
STONE MOUNTAIN RESOURCES, INC.)
AND
SUBSIDIARIES
CONDENSED
CONSOLIDATED STATEMENTS OF INCOME
AND
COMPREHENSIVE INCOME
(UNAUDITED
Three Months Ended
|
Six Months Ended
|
||||||||||||
June 30, 2008
|
June 30, 2007
|
June 30, 2008
|
June 30, 2007
|
||||||||||
REVENUES,
NET
|
$
|
12,424,373
|
$
|
11,109,555
|
$
|
21,753,075
|
$
|
16,471,019
|
|||||
COST
OF GOODS SOLD
|
(9,139,131
|
)
|
(8,468,179
|
)
|
(16,316,178
|
)
|
(12,861,099
|
)
|
|||||
GROSS
PROFIT
|
3,285,242
|
2,641,376
|
5,436,897
|
3,609,920
|
|||||||||
Research
and development
|
224,146
|
40,749
|
264,816
|
52,615
|
|||||||||
Selling
and marketing
|
180,596
|
107,756
|
409,102
|
188,354
|
|||||||||
General
and administrative
|
432,238
|
142,060
|
704,682
|
285,346
|
|||||||||
INCOME
FROM CONTINUING OPERATIONS
|
2,448,262
|
2,350,811
|
4,058,297
|
3,083,605
|
|||||||||
Interest
expense, net
|
(395,087
|
)
|
(160,938
|
)
|
(1,009,699
|
)
|
(295,748
|
)
|
|||||
Government
grants
|
17,274
|
-
|
40,574
|
-
|
|||||||||
Forfeiture
of customer deposits
|
-
|
-
|
-
|
267,673
|
|||||||||
Other,
net
|
(1,948
|
)
|
(70,254
|
)
|
20,047
|
(69,694
|
)
|
||||||
INCOME
FROM CONTINUING OPERATIONS BEFORE INCOME TAXES
|
2,068,501
|
2,119,619
|
3,109,219
|
2,985,836
|
|||||||||
INCOME
TAX BENEFIT
|
33,920
|
-
|
73,660
|
-
|
|||||||||
INCOME
FROM CONTINUING OPERATIONS
|
2,102,421
|
2,119,619
|
3,182,879
|
2,985,836
|
|||||||||
DISCONTINUED
OPERATION
|
|||||||||||||
Loss
from discontinued operation
|
(34,219
|
)
|
(212,568
|
)
|
(33,379
|
)
|
(140,200
|
)
|
|||||
Gain
from disposition of discontinued operation
|
368,249
|
-
|
360,913
|
-
|
|||||||||
NET
GAIN (LOSS) FROM DISCONTINUED
OPERATION
|
334,030
|
(212,568
|
)
|
327,534
|
(140,200
|
)
|
|||||||
NET
INCOME
|
2,436,451
|
1,907,052
|
3,510,413
|
2,845,636
|
|||||||||
OTHER
COMPREHENSIVE INCOME
|
|||||||||||||
Foreign
currency translation
|
93,622
|
75,376
|
350,834
|
136,385
|
See
accompanying notes to condensed consolidated financial statements
4
KANDI
TECHNOLOGIES, CORP.
(FORMERLY
STONE MOUNTAIN RESOURCES, INC.)
AND
SUBSIDIARIES
CONDENSED
CONSOLIDATED STATEMENTS OF OPERATIONS
AND
COMPREHENSIVE INCOME
(UNAUDITED)
Three Months Ended
|
Six Months Ended
|
||||||||||||
June 30, 2008
|
June 30, 2007
|
June 30, 2008
|
June 30, 2007
|
||||||||||
COMPREHENSIVE
INCOME
|
$
|
2,530,073
|
$
|
1,982,426
|
$
|
3,861,247
|
$
|
2,982,021
|
|||||
WEIGHTED
AVERAGE SHARES OUTSTANDING BASIC AND DILUTED
|
19,961,000
|
12,176,911
|
19,961,000
|
12,088,456
|
|||||||||
INCOME
PER SHARE FROM CONTINUING OPERATION, BASIC AND
DILUTED
|
$
|
0.11
|
$
|
0.17
|
$
|
0.16
|
$
|
0.25
|
|||||
INCOME
(LOSS) PER SHARE FROM GAIN (LOSS) FROM DISCONTINUED OPERATION,
BASIC AND
DILUTED
|
$
|
0.01
|
$
|
(0.01
|
)
|
$
|
0.02
|
$
|
(0.01
|
)
|
|||
NET
INCOME PER COMMON SHARE, BASIC AND DILUTED
|
$
|
0.12
|
$
|
0.16
|
$
|
0.18
|
$
|
0.24
|
See
accompanying notes to condensed consolidated financial statements
5
KANDI
TECHNOLOGIES, CORP.
(FORMERLY
STONE MOUNTAIN RESOURCES, INC.)
AND
SUBSIDIARIES
CONDENSED
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
Six Months
Ended June 30,
|
|||||||
2008
|
2007
|
||||||
CASH
FLOWS FROM OPERATING ACTIVITIES:
|
|||||||
Net
income
|
$
|
3,510,413
|
$
|
2,845,636
|
|||
Net
(gain) loss from discontinued operation
|
(327,534
|
)
|
140,200
|
||||
Income
from continuing operations
|
3,182,879
|
2,985,836
|
|||||
Adjustments
to reconcile net income to net cash provided by operating
activities:
|
|||||||
Depreciation
and amortization
|
749,994
|
561,203
|
|||||
Deferred
taxes
|
(75,980
|
)
|
-
|
|
|||
Forfeiture
of customer deposits
|
-
|
(267,673
|
)
|
||||
Changes
in operating assets and liabilities, net of effects of
acquisition:
|
|||||||
(Increase)
Decrease In:
|
|||||||
Accounts
receivable
|
(3,100,029
|
)
|
(5,894,263
|
)
|
|||
Inventories
|
(2,132,390
|
)
|
877,564
|
||||
Other
receivables
|
285,175
|
(102,954
|
)
|
||||
Due
to employees
|
46,708
|
139,928
|
|||||
Prepayments
and prepaid expenses
|
(51,145
|
)
|
(347,195
|
)
|
|||
Increase
(Decrease) In:
|
|||||||
Accounts
payable
|
5,064,815
|
1,943,480
|
|||||
Other
payables and accrued liabilities
|
224,483
|
208,276
|
|||||
Customer
deposits
|
306,612
|
859,386
|
|||||
Net
cash provided by operating activities from continuing
operations
|
4,501,122
|
963,588
|
|||||
Net
cash provided by (used in) operating activities from discontinued
operation
|
738,472
|
(14,276
|
)
|
||||
Net
cash provided by operating activities
|
5,239,594
|
949,312
|
|||||
CASH
FLOWS FROM INVESTING ACTIVITIES:
|
|||||||
Purchases
of plant and equipment
|
(1,887,802
|
)
|
(513,916
|
)
|
|||
Purchases
of construction in progress
|
(545,134
|
)
|
(161,849
|
)
|
|||
Reverse
merger with SMOU, net of cash acquired
|
-
|
373
|
|||||
Purchase
of a subsidiary, net of cash acquired
|
(44,129
|
)
|
-
|
||||
Issuance
of notes receivable
|
(6,477,313
|
)
|
(4,986,053
|
)
|
|||
Repayment
of notes receivable
|
19,057
|
2,016,236
|
|||||
Net
cash used in investing activities from continuing
operations
|
(8,935,321 |
)
|
(3,645,209 |
)
|
|||
Net
cash provided by investing activities from discontinued
operation
|
-
|
-
|
|||||
Net
cash used in investing activities
|
(8,935,321
|
)
|
(3,645,209
|
)
|
See
accompanying notes to condensed consolidated financial statements
6
KANDI
TECHNOLOGIES, CORP.
(FORMERLY
STONE MOUNTAIN RESOURCES, INC.)
AND
SUBSIDIARIES
CONDENSED
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
Six Months
Ended June 30,
|
|||||||
2008
|
2007
|
||||||
CASH
FLOWS FROM FINANCING ACTIVITIES:
|
|||||||
Restricted
cash
|
(5,181,280
|
)
|
-
|
||||
Proceeds
from short-term bank loans
|
20,197,548
|
7,869,059
|
|||||
Repayment
of short-term bank loans
|
(13,927,505
|
)
|
(5,008,645
|
)
|
|||
Proceeds
from notes payable
|
3,442,053
|
822,934
|
|||||
Repayment
of notes payable
|
(1,455,223
|
)
|
(12,137
|
)
|
|||
Repayment
of advances to related parties
|
164,249
|
17,288
|
|||||
Net
cash provided by financing activities from continuing
operations
|
3,239,842
|
3,688,499
|
|||||
Net
cash provided by financing activities from discontinued
operation
|
-
|
-
|
|||||
Net
cash provided by financing activities
|
3,239,842
|
3,688,499
|
|||||
NET
(DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS
|
(489,262
|
)
|
992,602
|
||||
Effect
of exchange rate changes on cash
|
(502,982
|
)
|
203,560
|
||||
Cash
and cash equivalents at beginning of period
|
1,149,140
|
365,567
|
|||||
CASH
AND CASH EQUIVALENTS AT END OF PERIOD
|
$
|
156,896
|
$
|
1,561,729
|
|||
SUPPLEMENTARY
CASH FLOW INFORMATION
|
|||||||
Income
taxes paid
|
$
|
-
|
$
|
-
|
|||
Interest
paid
|
$
|
937,362
|
$
|
1,895,643
|
SUPPLEMENTAL
NON-CASH DISCLOSURES:
1. |
During
the six months ended June 30, 2008 and 2007, $613,097 and $12,117
were
transferred from construction in progress to plant and equipment,
respectively.
|
2. |
On
June 24, 2008, the Company acquired 100% interest of Zhejiang Kandi
Special Vehicles Co.,Ltd. ("KSV") for $12,314,988 in cash and KSV
became a
100% owned subsidiary of the Company. The following represents
the assets
purchased and liabilities assumed at the acquisition
date:
|
Plant
and equipment, net
|
$
|
3,200,615
|
||
Land
use rights, net
|
9,114,373
|
|||
Total
assets purchased
|
12,314,988
|
|||
Total
liabilities assumed
|
-
|
|||
Total
net assets
|
$
|
12,314,988
|
||
Share
percentage
|
100
|
%
|
||
Net
assets acquired
|
$
|
12,314,988
|
||
Total
consideration paid (including the deposit of $12,270,859 paid
in prior
periods)
|
$
|
12,314,988
|
See
accompanying notes to condensed consolidated financial
statements
7
KANDI
TECHNOLOGIES, CORP.
(FORMERLY
STONE MOUNTAIN RESOURCES, INC.)
AND
SUBSIDIARIES
NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
JUNE
30, 2008
(UNAUDITED)
NOTE
1 – ORGANIZATION
AND PRINCIPAL ACTIVITIES
Kandi
Technologies, Corp. (formerly Stone Mountain Resources, Inc.) (the “Company”)
was incorporated under the laws of the State of Delaware on March 31, 2004.
On
June 29, 2007, Stone Mountain Resources, Inc. changed its name to Kandi
Technologies, Corp.
On
June
29, 2007, pursuant to the share exchange agreement among Stone Mountain
Resources, Inc. (“Stone Mountain”), Continental Development Limited,
(“Continental”) and Excelvantage (Continental’s sole shareholder), Stone
Mountain issued 12,000,000 shares of its common stock to Excelvantage, in
exchange for 100% of the common stock of Continental. As a result of the share
exchange, Continental became a wholly-owned subsidiary of Stone Mountain. The
Company conducts its operations through its wholly owned subsidiary, Zhejiang
Kandi Vehicles Co. Ltd., a People’s Republic of China (“PRC”)
company.
The
exchange transaction was accounted for as a reverse acquisition in accordance
with Statements of Financial Accounting Standards (“SFAS”) No. 14 “Business
Combinations.” Accordingly, the consolidated statements of income include the
results of operations of Kandi Technologies, Inc. from the acquisition date
through June 30, 2008.
The
Company closed on its acquisition of 100% shares of Kandi Special Vehicles
Co.,
Ltd. (“KSV”) on June 24, 2008. Kandi Special Vehicles Co., Ltd. became a
wholly-owned subsidiary of the Company, in accordance with SFAS No. 14 “Business
Combinations,” the consolidated statements of income include the result of
operations of Kandi Special Vehicle Co., Ltd. from the acquisition date through
June 30, 2008.
On
May 9,
2008, the Company sold its wholly-owned subsidiary, Zhejiang Yongkang Top Import
& Export Co., Ltd. (“Dingji”), to certain individuals. In accordance with
SFAS 144, “Accounting for the Impairment or Disposal of Long−Lived Assets,” the
results of operations of Dingji as of the disposal date May 9, 2008 are removed
from the detail line items to the “discontinued operation” of the Company’s
financial statements.
The
primary operations of Kandi Technologies, Corp. and subsidiaries is the design,
developing, manufacturing, and commercializing of all-terrain vehicles,
go-karts, and specialized automobile related products for the People’s Republic
of China and global export markets. Sales are made to dealers in Asia, North
America, Europe and Australia.
8
KANDI
TECHNOLOGIES, CORP.
(FORMERLY
STONE MOUNTAIN RESOURCES, INC.)
AND
SUBSIDIARIES
NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
JUNE
30, 2008
(UNAUDITED)
NOTE
2 – BASIS
OF PRESENTATION
The
unaudited condensed consolidated financial statements as of June 30, 2008 and
for the six months ended June 30, 2008 and 2007 of the Company have been
prepared in accordance with generally accepted accounting principles for interim
financial information and pursuant to the requirements for reporting on Rule
8.03 of Regulation S-X. Accordingly, they do not include all the information
and
footnotes required by accounting principles generally accepted in the United
States of America for complete financial statements. However, such information
reflects all adjustments (consisting solely of normal recurring adjustments),
which are, in the opinion of management, necessary for the fair presentation
of
the consolidated financial position and the consolidated results of operations.
Results shown for interim periods are not necessarily indicative of the results
to be obtained for a full year. The condensed consolidated balance sheet
information as of December 31, 2007 was derived from the audited consolidated
financial statements included in the Company’s Annual Report Form 10-K. These
interim condensed consolidated financial statements should be read in
conjunction with that report.
NOTE
3 – PRINCIPLES
OF CONSOLIDATION
The
consolidated financial statements include the accounts of Kandi Technologies,
Corp. and the following subsidiaries:
(i) |
Continental
Development Ltd., (“Continental”) (100% subsidiary of the
Company)
|
(ii) |
Zhejiang
Kandi Vehicles Co. Ltd., (“Kandi”) (100% subsidiary of
Continental)
|
(iii) |
Zhejiang
Yongkong Import and Export Co. Ltd., (“Dingji”) (100% subsidiary of
Kandi)
(see below) |
(iv) |
Kandi
Special Vehicle Co. Ltd., (“KSV”) (100% subsidiary of the
Company)
|
Inter-company
accounts and transactions have been eliminated in consolidation.
As
of May
9, 2008, Dingji was sold and is presented in the financial statements as a
Discontinued Operation. See Note 19.
9
KANDI
TECHNOLOGIES, CORP.
(FORMERLY
STONE MOUNTAIN RESOURCES, INC.)
AND
SUBSIDIARIES
NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
JUNE
30, 2008
(UNAUDITED)
NOTE
4 – USE
OF ESTIMATES
The
preparation of the unaudited condensed consolidated financial statements in
conformity with generally accepted accounting principles in the United States
of
America 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 revenues and expenses during the reporting periods.
Management
makes these estimates using the best information available at the time the
estimates are made. Actual results could differ materially from those
estimates.
NOTE
5 – CONCENTRATIONS
The
Company has major customers who accounted for the following percentage of total
sales and accounts receivable:
Sales
|
|||||||||||||
For the Six
|
For the Six
|
Accounts Receivable
|
|||||||||||
Major
Customers |
Months Ended
June 30, 2008 |
Months Ended
June 30, 2007 |
June 30,
2008 |
December 31,
2007 |
|||||||||
Company
A
|
73
|
%
|
47
|
%
|
59
|
%
|
40
|
%
|
|||||
Company
B
|
7
|
%
|
20
|
%
|
17
|
%
|
19
|
%
|
|||||
Company
C
|
4
|
%
|
6
|
%
|
0
|
%
|
11
|
%
|
|||||
Company
D
|
4
|
%
|
3
|
%
|
15
|
%
|
8
|
%
|
|||||
Company
E
|
1
|
%
|
-
|
3
|
%
|
7
|
%
|
The
Company has major suppliers who accounted for the following percentage of total
purchases and accounts payable:
Purchases
|
|||||||||||||
For the Six
|
For the Six
|
Accounts Payable
|
|||||||||||
Major
Suppliers
|
Months Ended
June 30, 2008
|
Months Ended
June 30, 2007
|
June 30,
2008
|
December 31,
2007
|
|||||||||
Company F
|
7
|
%
|
7
|
%
|
-
|
7
|
%
|
||||||
Company
G
|
7
|
%
|
5
|
%
|
1
|
%
|
6
|
%
|
|||||
Company
H
|
7
|
%
|
4
|
%
|
-
|
5
|
%
|
||||||
Company
I
|
6
|
%
|
3
|
%
|
2
|
%
|
5
|
%
|
|||||
Company
J
|
55
|
%
|
-
|
29
|
%
|
4
|
%
|
10
KANDI
TECHNOLOGIES, CORP.
(FORMERLY
STONE MOUNTAIN RESOURCES, INC.)
AND
SUBSIDIARIES
NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
JUNE
30, 2008
(UNAUDITED)
NOTE
6—FOREIGN CURRENCY TRANSLATION
The
accompanying condensed consolidated financial statements are presented in United
States dollars. The functional currency of the Company is the Renminbi (RMB).
The condensed consolidated financial statements are translated into United
States dollars from RMB at period end exchange rates as to assets and
liabilities and average exchange rates as to revenues and expenses. Capital
accounts are translated into United States dollars from RMB at their historical
exchange rates when the capital transactions occurred.
|
June
30,
2008 |
December
31,
2007 |
June
30,
2007 |
|||||||
Period
end RMB : US$ exchange rate
|
6.8718
|
7.3141
|
7.6155
|
|||||||
Average
period RMB : US$ exchange rate
|
7.0882
|
7.5614
|
7.7121
|
NOTE
7 – EARNINGS
PER SHARE
Basic
earnings per share are computed by dividing income available to common
shareholders by the weighted-average number of common shares outstanding during
the period. Diluted earnings per share is computed similar to basic earnings
per
share except that the denominator is increased to include the number of
additional common shares that would have been outstanding if the potential
common shares had been issued and if the additional common shares were dilutive.
There were no potentially dilutive securities for the six month ended June
30,
2008 and 2007.
11
KANDI
TECHNOLOGIES, CORP.
(FORMERLY
STONE MOUNTAIN RESOURCES, INC.)
AND
SUBSIDIARIES
NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
JUNE
30, 2008
(UNAUDITED)
NOTE
8 – FAIR
VALUE OF FINANCIAL INSTRUMENTS
The
Company’s financial instruments include cash and cash equivalents, restricted
cash, accounts receivable, notes receivable, prepayments and prepaid expenses,
other receivables due from employees, accounts payable due to employees and
to
related parties, other payables and accrued liabilities, notes payable,
short-term band loans, and customer deposits. Management has estimated that
the
carrying amount approximates fair value due to their short-term nature.
NOTE
9 – NEW
ACCOUNTING PRONOUNCEMENTS
In
December 2007, the FASB issued SFAS No. 141 (R), Business Combinations, and
SFAS
No.160, Non-controlling Interests in Consolidated Financial Statements. SFAS
No.
141 (R) requires an acquirer to measure the identifiable assets acquired, the
liabilities assumed, and any non-controlling interest in the acquiree at their
fair values on the acquisition date, with goodwill being the excess value over
the net identifiable assets acquired. SFAS No.160 clarifies that a
non-controlling interest in a subsidiary should be reported as equity in the
consolidated financial statement. The calculation of earnings per share will
continue to be based on income amounts attributable to the parent. SFAS No.141
(R) and SFAS No.160 are effective for financial statements issued for fiscal
years beginning after December 15, 2008. Early adoption is prohibited. We have
not yet determined the effect on our consolidated financial statements, if
any,
upon adoption of SFAS No.141 (R) or SFAS No. 160. We are aware that our
accounting for minority interest will change and we are considering those
effects now but believe the effects will only be a reclassification of minority
interest from mezzanine equity to our stockholder's equity section in the
balance sheet, in any case we do not believe the implementation of SFAS 160
will
be material to our financial position, SFAS 141(R) will significantly affect
the
accounting for future business combinations and we will determine the accounting
as new combinations are determined.
12
KANDI
TECHNOLOGIES, CORP.
(FORMERLY
STONE MOUNTAIN RESOURCES, INC.)
AND
SUBSIDIARIES
NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
JUNE
30, 2008
(UNAUDITED)
NOTE
9 – NEW
ACCOUNTING PRONOUNCEMENTS (CONTINUED)
In
December 2007, the FASB issued SFAS No. 160, Noncontrolling Interests in
Consolidated Financial Statements. This Statement establishes accounting and
reporting standards that require the ownership interests in subsidiaries’
non-parent owners be clearly presented in the equity section of the balance
sheet; requires the amount of consolidated net income attributable to the parent
and to the noncontrolling interest be clearly identified and presented on the
face of the consolidated statement of income; requires that changes in a
parent’s ownership interest while the parent retains its controlling financial
interest in its subsidiary be accounted for consistently; requires that when
a
subsidiary is deconsolidated, any retained noncontrolling equity investment
in
the former subsidiary be initially measured at fair value and the gain or loss
on the deconsolidation of the subsidiary be measured using the fair value of
any
noncontrolling equity; requires that entities provide disclosures that clearly
identify the interests of the parent and the interests of the noncontrolling
owners. This Statement is effective as of the beginning of an entity’s first
fiscal year that begins after December 15, 2008. The Company has not determined
the impact, if any, SFAS No. 160 will have on its financial
statements.
In
March
2008, the FASB issued SFAS No. 161, "Disclosures about Derivative Instruments
and Hedging Activities" ("SFAS No. 161"), which amends SFAS No.133 and expands
disclosures to include information about the fair value of derivatives, related
credit risks and a company's strategies and objectives for using derivatives.
SFAS No. 161 is effective for fiscal periods beginning on or after November
15,
2008. The Company is currently in the process of assessing the impact that
SFAS
No. 161 will have on the disclosures in its financial statements.
13
KANDI
TECHNOLOGIES, CORP.
(FORMERLY
STONE MOUNTAIN RESOURCES, INC.)
AND
SUBSIDIARIES
NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
JUNE
30, 2008
(UNAUDITED)
NOTE
10 – INVENTORIES
Inventories
consist of the following:
June 30,
2008
|
December 31,
2007
|
||||||
(Unaudited)
|
|||||||
Raw
materials
|
$
|
1,712,892
|
$
|
1,534,448
|
|||
Work-in-progress
|
3,218,822
|
1,402,073
|
|||||
Finished
goods
|
494,205
|
357,008
|
|||||
Total
inventories
|
$
|
5,425,919
|
$
|
3,293,529
|
NOTE
11 – NOTES
RECEIVABLE
Notes
receivable consist of the following:
June 30,
2008
|
December 31,
2007
|
||||||
(Unaudited)
|
|||||||
Notes
receivable from unrelated companies:
|
|||||||
Due
June 27, 2008
|
$
|
-
|
$
|
47,853
|
|||
Due
January 1, 2009
|
188,888
|
-
|
|||||
Due
March 2, 2009
|
654,695
|
-
|
|||||
Due
March 30, 2009
|
647,698
|
-
|
|||||
Due
March 31, 2009
|
3,918,934
|
-
|
|||||
Due
April 29, 2009
|
727,611
|
-
|
|||||
Due
May 12, 2009
|
436,567
|
-
|
|||||
Subtotal
|
6,574,393
|
47,853
|
|||||
Notes
receivable-discount
|
(68,285
|
)
|
-
|
||||
Notes
receivable, net
|
$
|
6,506,108
|
$
|
47,853
|
In
2008,
interest-free notes were provided to companies for their assistance in
developing distribution channels and new markets for the Company. The Company
recorded selling and distribution expense and a discount on the notes receivable
of $100,161 based on the present value of the notes receivable using a rate
of
7.2% interest rate per annum.
During
the six months ended June 30, 2008 and 2007, $90,108 and $133,014 of interest
expense was recognized in the accompanying consolidated statement of income
from
the amortization of the discount.
14
KANDI
TECHNOLOGIES, CORP.
(FORMERLY
STONE MOUNTAIN RESOURCES, INC.)
AND
SUBSIDIARIES
NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
JUNE
30, 2008
(UNAUDITED)
NOTE
12 – LAND
USE RIGHTS
Land
use
rights consist of the following:
June 30,
2008
|
December 31,
2007
|
||||||
(Unaudited)
|
|||||||
Cost
of land use rights
|
$
|
9,606,486
|
$
|
460,943
|
|||
Less:
Accumulated amortization
|
(129,292
|
)
|
(75,404
|
)
|
|||
Land
use rights, net
|
$
|
9,477,194
|
$
|
385,539
|
During
the six months ended June 30, 2008, the Company acquired a land use right,
which
expires on December 30, 2053, with a net book value of $9,114,373 in the
acquisition of KSV completed on June 24, 2008. Also see Note 18.
The
total
amortization expense for the six months ended June 30, 2008 and 2007 was $22,718
and $4,371, respectively.
The
total
amortization expense for the next five years and thereafter is as
follows:
2008
within one year
|
$
|
112,125
|
||
2009
|
224,247
|
|||
2010
|
224,247
|
|||
2011
|
224,247
|
|||
2012
|
224,247
|
|||
Thereafter
|
8,468,081
|
|||
Total
|
$
|
9,477,194
|
15
KANDI
TECHNOLOGIES, CORP.
(FORMERLY
STONE MOUNTAIN RESOURCES, INC.)
AND
SUBSIDIARIES
NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
JUNE
30, 2008
(UNAUDITED)
NOTE
13 – PLANT
AND EQUIPMENT
Plant
and
equipment consist
of the following:
June 30,
2008
|
December 31,
2007
|
||||||
(Unaudited)
|
|||||||
At
cost:
|
|||||||
Buildings
|
$
|
7,669,736
|
$
|
3,911,944
|
|||
Machinery
and equipment
|
9,125,979
|
8,572,451
|
|||||
Office
equipment
|
2,663,624
|
93,840
|
|||||
Transportation
|
107,299
|
254,885
|
|||||
Patterns
|
1,854,256
|
1,742,125
|
|||||
21,420,894
|
14,575,245
|
||||||
Less
: Accumulated depreciation
|
|||||||
Buildings
|
(535,851
|
)
|
(428,834
|
)
|
|||
Machinery
and equipment
|
(4,205,788
|
)
|
(3,520,084
|
)
|
|||
Office
equipment
|
(72,635
|
)
|
(64,427
|
)
|
|||
Transportation
|
(78,688
|
)
|
(43,765
|
)
|
|||
Patterns
|
(282,239
|
)
|
(90,959
|
)
|
|||
(5,175,201
|
)
|
(4,148,069
|
)
|
||||
Plant
and equipment, net
|
$
|
16,245,693
|
$
|
10,427,176
|
During
the six months ended June 30, 2008, the Company acquired manufacturing
facilities with a net book value of $3,200,615 in the acquisition of KSV
completed on June 24, 2008. Also see Note 18.
The
net
book value of plant and equipment are pledged for certain bank loans at June
30,
2008 and December 31, 2007 was $1,809,239 and $1,652,616, respectively. Also
see
note 14.
Depreciation expense
for the six months ended June 30, 2008 and 2007 was $727,276 and $618,477,
respectively.
16
KANDI
TECHNOLOGIES, CORP.
(FORMERLY
STONE MOUNTAIN RESOURCES, INC.)
AND
SUBSIDIARIES
NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
JUNE
30, 2008
(UNAUDITED)
NOTE
14 – SHORT
TERM BANK LOANS
Short-term
bank loans consist
of the following:
June
30,
2008
|
December
31,
2007
|
||||||
(Unaudited)
|
|||||||
Loans
from ICBC-Development Zone Branch
|
|||||||
Monthly
interest only payments at 7.88% per annum, due April 10, 2008, secured
by
the assets of the Company. Also see Notes 12 and 13 (subsequently
repaid
on its due date).
|
$
|
-
|
$
|
683,611
|
|||
Monthly
interest only payments at 7.88% per annum, due June 5, 2008, secured
by
the assets of the Company. Also see Notes 12 and 13 (subsequently
repaid
on its due date).
|
-
|
683,611
|
|||||
Monthly
interest only payments at 8.75% per annum, due August 5, 2008, secured
by
the assets of the Company. Also see Notes 12 and 13 (subsequently
repaid
on its due date).
|
436,567
|
410,167
|
|||||
Monthly
interest only payments at 8.75% per annum, due September 5, 2008,
secured
by the assets of the Company. Also see Notes 12 and 13.
|
392,910
|
369,150
|
|||||
Monthly
interest only payments at 8.75% per annum, due October 10, 2008,
secured
by the assets of the Company. Also see Notes 12 and 13.
|
436,567
|
410,167
|
|||||
Monthly
interest only payments at 8.75% per annum, due October 16, 2008,
secured
by the assets of the Company. Also see Notes 12 and 13.
|
552,985
|
519,544
|
|||||
Monthly
interest only payments at 8.75% per annum, due October 23, 2008,
secured
by the assets of the Company. Also see Notes 12 and 13.
|
509,328
|
478,528
|
|||||
Monthly
interest only payments at 8.75% per annum, due November 24, 2008,
secured
by the assets of the Company. Also see Notes 12 and 13.
|
582,089
|
546,889
|
|||||
Monthly
interest only payments at 8.28% per annum, due September
17, 2008, secured by the assets of the Company. Also see Notes 12
and
13.
|
654,850
|
-
|
|||||
Monthly
interest only payments at 6.90% per annum, due September 19, 2008,
impawned by time deposit.
|
654,850
|
-
|
17
KANDI
TECHNOLOGIES, CORP.
(FORMERLY
STONE MOUNTAIN RESOURCES, INC.)
AND
SUBSIDIARIES
NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
JUNE
30, 2008
(UNAUDITED)
NOTE
14 – SHORT
TERM BANK LOANS (CONTINUED)
June
30,
2008
|
December
31,
2007
|
||||||
(Unaudited)
|
|||||||
Loans
from ICBC-Development Zone Branch
|
|||||||
Monthly
interest only payments at 6.90% per annum, due September 24, 2008,
impawned by time deposit.
|
654,850
|
-
|
|||||
Monthly
interest only payments at 7.47% per annum, due June 4, 2009, secured
by
the assets of the Company. Also see Notes 12 and 13.
|
727,611
|
-
|
|||||
|
|||||||
Monthly
interest only payments at 7.84% per annum, due April 7, 2009, secured
by
the assets of the Company. Also see Notes 12 and 13.
|
727,611
|
-
|
|||||
Loans
from Commercial Bank-Jiangnan Branch
|
|||||||
Monthly
interest only payments at 7.58 % per annum, due January 10, 2008,
secured
by the assets of the Company. Also see Notes 12 and 13 (subsequently
repaid on its due date).
|
-
|
2,734,444
|
|||||
Monthly
interest only payments at 7.67 % per annum, due May 10, 2008, secured
by
the assets of the Company. Also see Notes 12 and 13 (subsequently
repaid
on its due date).
|
-
|
1,367,222
|
|||||
Monthly
interest only payments at 8.22% per annum, due January 10, 2009 secured
by
the assets of the Company. Also see Notes 12 and 13.
|
2,910,446
|
-
|
|||||
Monthly
interest only payments at 7.67% per annum, due May 9, 2009 secured
by the
assets of the Company. Also see Notes 12 and 13.
|
1,455,223
|
-
|
|||||
Loans
from ICBC-Jinhua Branch
|
|||||||
Monthly
interest only payments at 6.88% per annum, due January 18, 2008,
secured
by the assets of the Company. Also see Notes 12 and 13 (subsequently
repaid on its due date).
|
-
|
189,753
|
|||||
Monthly
interest only payments at 6.58% per annum, due February 1, 2008,
secured
by the assets of the Company. Also see Notes 12 and 13 (subsequently
repaid on its due date).
|
-
|
948,766
|
18
KANDI
TECHNOLOGIES, CORP.
(FORMERLY
STONE MOUNTAIN RESOURCES, INC.)
AND
SUBSIDIARIES
NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
JUNE
30, 2008
(UNAUDITED)
NOTE
14 – SHORT
TERM BANK LOANS (CONTINUED)
June
30,
2008
|
December
31,
2007
|
||||||
(Unaudited)
|
|||||||
Loans
from ICBC-Jinhua Branch
|
|||||||
Monthly
interest only payments at 6.88% per annum, due March 3, 2008, secured
by
the assets of the Company. Also see Notes 12 and 13 (subsequently
repaid
on its due date).
|
-
|
858,883
|
|||||
Monthly
interest only payments at 7.88% per annum, due March 21, 2008, secured
by
the assets of the Company. Also see Notes 12 and 13 (subsequently
repaid
on its due date).
|
-
|
1,098,571
|
|||||
Loans
from Huaxia Bank
|
|||||||
Monthly
interest only payments at 9.86% per annum, due December 24, 2008.
Guaranteed by Yongkang Tangxian Colour Metal Die-casting
Company.
|
2,910,446
|
2,734,444
|
|||||
Loans
from China Everybright Bank
|
|||||||
Monthly
interest only payments at 8.22% per annum, due August 9, 2008, secured
by
the assets of the Company. Guaranteed by Nanlong Group Co.,Ltd &
Zhejiang Mengdeli Electric Company (subsequently repaid on its due
date).
|
4,365,668
|
4,101,668
|
|||||
Loans
from Shanghai Pudong Development Bank
|
|||||||
Monthly
interest only payments at 6.33 % per annum, due February 14, 2008,
secured
by the assets of the Company. Also see Notes 12 and 13 (subsequently
repaid on its due date).
|
-
|
2,734,444
|
|||||
Monthly
interest only payments at 7.84 % per annum, due October 1, 2008,
guaranteed by Nanlong Group Co.,Ltd & Zhejiang Mengdeli Electric
Company.
|
2,910,446
|
-
|
|||||
Monthly
interest only payments at 6.72 % per annum, due April 9, 2009, impawned
by
time deposit.
|
2,619,401
|
-
|
19
KANDI
TECHNOLOGIES, CORP.
(FORMERLY
STONE MOUNTAIN RESOURCES, INC.)
AND
SUBSIDIARIES
NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
JUNE
30, 2008
(UNAUDITED)
NOTE
14 – SHORT
TERM BANK LOANS (CONTINUED)
June
30,
2008
|
December
31,
2007
|
||||||
(Unaudited)
|
|||||||
Loans
from Bank of Communication
|
|||||||
Monthly
interest only payments at 8.96% per annum, due February 18, 2009,
secured
by the assets of the Company. Also see Notes 12 and 13.
|
727,611
|
-
|
|||||
Loans
from HengFeng Bank
|
|||||||
Monthly
interest only payments at 7.88% per annum, due October 24, 2008,
secured
by the assets of the Company. Also see Notes 12 and 13.
|
2,910,446
|
-
|
|||||
Total
short-term bank loans
|
$
|
27,139,905
|
$
|
20,869,862
|
Interest
expense for the six months ended June 30, 2008 and 2007 was $1,013,464 and
$374,508, respectively.
20
KANDI
TECHNOLOGIES, CORP.
(FORMERLY
STONE MOUNTAIN RESOURCES, INC.)
AND
SUBSIDIARIES
NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
JUNE
30, 2008
(UNAUDITED)
NOTE
15 – NOTES
PAYABLE
Notes
payable consist of the following:
June
31,
2008
|
December
31,
2007
|
||||||
(Unaudited)
|
|||||||
Notes
payable to unrelated companies:
|
|||||||
Due
April 17, 2008 (subsequently repaid on its due date)
|
$
|
-
|
$
|
683,611
|
|||
Due
August 26, 2008
|
1,455,223
|
-
|
|||||
Due
September 19, 2008
|
1,455,223
|
683,611
|
|||||
Due
November 8, 2008
|
116,418
|
109,378
|
|||||
Due
December 18, 2008
|
436,566
|
-
|
|||||
Total
|
$
|
3,463,430
|
$
|
1,476,600
|
All
the
bank acceptance notes are subject to bank charges of 0.05% of the principal
as
commission on each loan transaction. Bank charges for notes payable were $1,732
and $7,440 for the six months ended June 30, 2008 and 2007,
respectively.
Restricted
cash of $6,548,503 and $1,367,222 is held as collateral for the following notes
payable, letter of credit and bank loan at June 30, 2008 and December 31, 2007,
respectively:
June
30,
2008
|
December
31,
2007
|
||||||
(Unaudited)
|
|||||||
Due
April 17, 2008 (subsequently repaid on its due date)
|
$
|
-
|
$
|
683,611
|
|||
Due
September 19, 2008
|
727,611
|
683,611
|
|||||
Due
September 19, 2008
|
727,611
|
-
|
|||||
Due
August 26, 2008
|
727,611
|
-
|
|||||
Due
September 24, 2008
|
727,611
|
-
|
|||||
Due
November 1, 2008
|
727,611
|
-
|
|||||
Due
April 9, 2009
|
2,910,448
|
-
|
|||||
Total
|
$
|
6,548,503
|
$
|
1,367,222
|
21
KANDI
TECHNOLOGIES, CORP.
(FORMERLY
STONE MOUNTAIN RESOURCES, INC.)
AND
SUBSIDIARIES
NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
JUNE
30, 2008
(UNAUDITED)
NOTE
16 – INCOME
TAXES
(a) Corporation
Income Tax (“CIT”)
Effective
January 1, 2007, the Company adopted Financial Accounting Standards Board
(“FASB”) Interpretation No. 48, Accounting for Uncertainty in Income Taxes ("FIN
48"), an interpretation of FASB statement No. 109, Accounting for 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
FIN
48, we 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. FIN 48 also provides
guidance on de-recognition, classification, interest and penalties on income
taxes, accounting in interim periods and requires increased disclosures. As
of
June 30, 2008, the Company does not have a liability for unrecognized tax
benefits. The Company files income tax returns in the U.S. federal jurisdiction
and various states. The Company is subject to U.S. federal or state income
tax
examinations by tax authorities for years after 2005. During the periods open
to
examination, the Company has net operating loss and tax credit carry forwards
for U.S. federal and state tax purposes that have attributes from close June
30,
2008 the Company was not aware of any pending income tax examinations by China
tax authorities. The Company's policy is to record interest and penalties
on uncertain tax provisions as income tax expense. As of June 30, 2008, the
Company has no accrued interest or penalties related to uncertain tax
positions.
On
March
16, 2007, the National People’s Congress of China approved the Corporate Income
Tax Law of the People’s Republic of China (the “new CIT law”), which went into
effect on January 1, 2008. In accordance with the relevant tax laws and
regulations of PRC, the applicable corporate income tax rate of the Company
is
33%. However, according to certain rules in the tax laws, from the time that
the
Company has its first profitable tax year, a foreign-invested company is exempt
from corporate income tax for the following two years of operations and is
then
entitled to a 50% tax reduction for the succeeding three years. The Company’s
first profitable year for income tax purposes as a foreign-invested company
was
2007. Dingji is a subsidiary of the Company and its applicable corporate income
tax rate is 33%.
22
KANDI
TECHNOLOGIES, CORP.
(FORMERLY
STONE MOUNTAIN RESOURCES, INC.)
AND
SUBSIDIARIES
NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
JUNE
30, 2008
(UNAUDITED)
Under
the
new CIT law, the corporate income tax rate applicable to the Company starting
from January 1, 2008 is 25%. The Company believes some of the tax concession
granted to eligible companies prior to the new CIT law will be grandfathered.
Income tax benefit for the six months ended June 30, 2008 and 2007 are
summarized as follows:
For The Six Months Ended
June 30,
(Unaudited)
|
|||||||
2008
|
2007
|
||||||
Current:
|
|||||||
Provision
for CIT
|
$
|
-
|
$
|
-
|
|||
Deferred:
|
|||||||
Provision
for CIT
|
(73,660
|
)
|
-
|
||||
Income
tax benefit
|
$
|
(73,660
|
)
|
$
|
-
|
23
KANDI
TECHNOLOGIES, CORP.
(FORMERLY
STONE MOUNTAIN RESOURCES, INC.)
AND
SUBSIDIARIES
NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
JUNE
30, 2008
(UNAUDITED)
NOTE
16 – INCOME
TAXES (CONTINUED)
The
Company’s income tax benefit differs from the “expected” tax expense for the six
months ended June 30, 2008 and 2007 (computed by applying the CIT rate of 25%
to
income before income taxes) as follows:
For The Six Months Ended
June 30,
(Unaudited)
|
|||||||
2008
|
2007
|
||||||
Computed
“expected” expense
|
$
|
767,791
|
$
|
937,795
|
|||
Permanent
difference
|
(41,417
|
)
|
-
|
||||
Tax
exemption
|
(800,034
|
)
|
(937,795
|
)
|
|||
Income
tax benefit
|
$
|
(73,660
|
)
|
$
|
-
|
The
tax
effects of temporary differences that give rise to the Company's net deferred
tax assets and liabilities as of June 30, 2008 and 2007 are as
follows:
June
30,
2008
|
December
31,
2007
|
||||||
(Unaudited)
|
|||||||
Deferred
tax assets:
|
|||||||
Non-current
portion:
|
|||||||
Depreciation
|
$
|
770,492
|
$
|
694,512
|
|||
Valuation
allowance
|
(289,506
|
)
|
(289,506
|
)
|
|||
Subtotal
|
480,986
|
405,006
|
|||||
Total
deferred tax assets
|
480,986
|
405,006
|
|||||
Deferred
tax liabilities:
|
|||||||
Non-current
portion:
|
|||||||
Accumulated
other comprehensive gain
|
(296,511
|
)
|
(296,511
|
)
|
|||
Subtotal
|
(296,511
|
)
|
(296,511
|
)
|
|||
Total
deferred tax liabilities
|
(296,511
|
)
|
(296,511
|
)
|
|||
Net
deferred tax assets
|
$
|
184,475
|
$
|
108,495
|
(b) |
Tax
Holiday Effect
|
For
2008
and 2007 the PRC corporate income tax rate was 25% and 33%, respectively.
Certain subsidiaries of the Company are entitled to tax exemptions (tax
holidays) for the six months ended June 30, 2008 and December 31,
2007.
Income
before income tax expense of $3,109,219 and $2,985,836 for the six months ended
June 30, 2008 and 2007 respectively was attributed to subsidiaries with
operations in China. Income tax benefit related to China income for June 30,
2008 and 2007 is $73,660 and $0, respectively.
24
KANDI
TECHNOLOGIES, CORP.
(FORMERLY
STONE MOUNTAIN RESOURCES, INC.)
AND
SUBSIDIARIES
NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
JUNE
30, 2008
(UNAUDITED)
NOTE
16 – INCOME
TAXES (CONTINUED)
The
combined effects of the income tax expense exemptions and reductions available
to the Company for the six months ended June 30, 2008 and 2007 are as
follows:
For The Six Months Ended
June 30,
(Unaudited)
|
|||||||
2008
|
2007
|
||||||
Tax
holiday effect
|
$
|
800,034
|
$
|
937,795
|
|||
Basic
net income per share effect
|
$
|
0.04
|
$
|
0.08
|
NOTE
17 – CONTINGENCIES
(a) |
In
2006, the Company brought a legal action against Weifang Rongda Automobile
Trading Co., Ltd. for returned goods that were damaged. As the plaintiff,
the Company has claimed for compensation. According to the judge's
report
from the local court in Jinhua, PRC, on December 8, 2006, the Company
prevailed in the lawsuit and Weifang Rongda Automobile Trading Co.,
Ltd.
was required to pay approximately $26,408 as compensation to the
Company.
However, the defendant appealed the ruling to a higher level court
and the
Company has not received the compensation as of June 30, 2008. Considering
the uncertainties of the legal proceeding, the Company did not record
a
contingent gain for this at June 30,
2008.
|
(b) |
In
2006, the Company brought a legal action against Zhejiang Yuegong
Steel
Structure Co. Ltd. and Zhejiang Jinhua No.1 Construction Co., Ltd.
for
their delay in the construction in Jinhua Industrial district. As
the
plaintiff, the Company claimed for compensation. According to the
judge's
report from the local court in Jinhua, PRC, on December 5, 2006,
the
Company prevailed in the lawsuit and Zhejiang Yuegong steel Structure
Co.
and Zhejiang Jinhua No.1 Construction Co., Ltd. will be required
to pay
$186,331 as compensation to the Company. However, the two defendants
appealed the ruling to a higher level court and the Company has not
received the compensation as of June 30, 2008. Considering the
uncertainties of the legal proceeding, the Company did not record
a
contingent gain for this at June 30,
2008
|
NOTE
18 – BUSINESS
COMBINATION
In
November 2007, the Company signed a letter of intent with the shareholders
of
Kandi Special Vehicles Co., Ltd., by which the Company would acquire 100% of
Kandi Special Vehicles Co., Ltd. The Company paid $12,270,859 as a deposit
in
2007. The total consideration for the acquisition was $12,314,988. All the
transactions of this acquisition were completed in June 24, 2008. There is
no
materiel relationship between the Company and Kandi Special Vehicles Co.,
Ltd.
25
KANDI
TECHNOLOGIES, CORP.
(FORMERLY
STONE MOUNTAIN RESOURCES, INC.)
AND
SUBSIDIARIES
NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
JUNE
30, 2008
(UNAUDITED)
NOTE
18 – BUSINESS
COMBINATION (CONTINUED)
The
following unaudited pro forma combined condensed statement of income for the
three months ended March 31, 2008 was prepared as if the acquisition had
occurred on January 1, 2008. The pro forma information may not be indicative
of
the results that actually would have occurred if the acquisition had been in
effect from and on the dates indicated or which may be obtained in the
future.
Pro Forma Combined
(Unaudited)
|
||||
REVENUES
|
$
|
9,487,285
|
||
GROSS
PROFIT
|
$
|
2,182,008
|
||
INCOME
FROM OPERATIONS
|
$
|
1,640,502
|
||
NET
INCOME
|
$
|
1,110,176
|
||
NET
INCOME PER SHARE
BASIC AND DILUTED |
$
|
0.07
|
NOTE
19 – DISCONTINUED
OPERATION
On
May 9,
2008, the Company, through its PRC subsidiary Zhejiang Kandi Vehicles Co. Ltd.,
entered into a disposition agreement with certain individuals. Pursuant to
the
agreement, the Company agreed to sell all of its interest in Dingji to such
individuals for $727,611, resulting in a gain of $360,913. This transaction
was
completed on May 9, 2008. Thereafter, Dingji was no longer a consolidated a
subsidiary of Kandi. In accordance with SFAS 144, “Accounting for the Impairment
or Disposal of Long-Lived Assets,” the results of operations of Dingji are
removed from the detail line items in the Company's financial statements and
presented separately as “discontinued operation.” The loss from discontinued
operations were $33,379 and $140,200 for the six months ended June 30, 2008
and
2007, respectively. The gains from disposition of discontinued operations of
$360,913 are reflected in the Company’s condensed consolidated statement of
income for the six months ended June 30, 2008.
26
Item
2. Management’s Discussion and Analysis of Financial Condition and Result of
Operations.
This
report contains forward-looking statements within the meaning of the federal
securities laws that relate to future events or our future financial
performance. In some cases, you can identify forward-looking statements by
terminology, such as "may," "will," "should," "could," "expect," "plan,"
"anticipate," "believe," "estimate," "project," "predict," "intend," "potential"
or "continue" or the negative of such terms or other comparable terminology,
although not all forward-looking statements contain such terms.
In
addition, these forward-looking statements include, but are not limited to,
statements regarding implementing our business strategy; development and
marketing of our products; our estimates of future revenue and profitability;
our expectations regarding future expenses, including research and development,
sales and marketing, manufacturing and general and administrative expenses;
difficulty or inability to raise additional financing, if needed, on terms
acceptable to us; our estimates regarding our capital requirements and our
needs
for additional financing; attracting and retaining customers and employees;
sources of revenue and anticipated revenue; and competition in our market.
Forward-looking
statements are only predictions. Although we believe that the expectations
reflected in these forward-looking statements are reasonable, we cannot
guarantee future results, levels of activity, performance or achievements.
All
of our forward-looking information is subject to risks and uncertainties that
could cause actual results to differ materially from the results expected.
Although it is not possible to identify all factors, these risks and
uncertainties include the risk factors and the timing of any of those risk
factors described in the Company’s Form 10-K for the year ended December 31,
2007 and those set forth from time to time in our filings with the Securities
and Exchange Commission (“SEC”). These documents are available on the SEC’s
Electronic Data Gathering and Analysis Retrieval System at
http://www.sec.gov.
27
Results
of Operations
Comparison
of Three Months Ended June 30, 2008 and June 30,
2007.
The
following table sets forth the amounts and percentage relationship to revenue
of
certain items in our consolidated statements of income and comprehensive income
for the three months ended June 30, 2008 and 2007:
|
Three
Month Comparison
|
||||||||||||||||||
|
|||||||||||||||||||
|
For
the
three
months
ended
June
30,
2008
Amount
|
|
%
of
Revenue
|
|
For
the
three
months
ended
June
30,
2007
Amount
|
|
%
of
Revenue
|
|
Growth
in
Amount
|
|
Increase
in %
|
||||||||
REVENUES
|
$
|
12,424,373
|
100.0
|
%
|
$
|
11,109,555
|
100.0
|
%
|
$
|
1,314,818
|
11.8
|
%
|
|||||||
COST
OF GOODS SOLD
|
9,139,131
|
73.6
|
%
|
8,468,179
|
76.2
|
%
|
670,952
|
7.9
|
%
|
||||||||||
GROSS
PROFIT
|
3,285,242
|
26.4
|
%
|
2,641,376
|
23.8
|
%
|
643,866
|
24.4
|
%
|
||||||||||
Selling
and Marketing
|
180,596
|
1.5
|
%
|
107,756
|
0.4
|
%
|
72,840
|
67.6
|
%
|
||||||||||
General
and Administrative
|
432,238
|
3.5
|
%
|
142,060
|
1.0
|
%
|
295,178
|
204.3
|
%
|
||||||||||
Research
and Development
|
224,146
|
1.8
|
%
|
40,749
|
1.3
|
%
|
183,397
|
450.1
|
%
|
||||||||||
INCOME
FROM CONTINUING OPERATIONS
|
2,448,262
|
19.6
|
%
|
2,350,811
|
21.2
|
%
|
92,451
|
4.1
|
%
|
||||||||||
Government
Grants
|
17,274
|
0.1
|
%
|
-
|
0.0
|
%
|
17,274
|
100
|
%
|
||||||||||
Interest
Expense, Net
|
(395,087
|
)
|
-3.2
|
%
|
(160,938
|
)
|
-1.4
|
%
|
(234,149
|
)
|
145.5
|
%
|
|||||||
Other,
Net
|
(1,948
|
)
|
0.0
|
%
|
(70,254
|
)
|
-0.6
|
%
|
68,305
|
-97.2
|
%
|
||||||||
INCOME
FROM CONTINUING OPERATIONS BEFORE INCOME TAXES
|
2,068,501
|
16.5
|
%
|
2,119,619
|
19.1
|
%
|
(56,119
|
)
|
-2.4
|
%
|
|||||||||
INCOME
TAX BENEFIT
|
33,920
|
0.3
|
%
|
-
|
0.0
|
%
|
33,920
|
100
|
%
|
||||||||||
NET
INCOME FROM CONTINUING OPERATIONS
|
2,102,421
|
16.8
|
%
|
2,119,619
|
19.1
|
%
|
(17,198
|
)
|
-0.1
|
%
|
|||||||||
INCOME
FROM DISCONTINUED OPERATION
|
334,030
|
2.7
|
%
|
(212,568
|
)
|
-1.9
|
%
|
546,598
|
257.1
|
%
|
|||||||||
NET
INCOME
|
$
|
2,436,451
|
19.5
|
%
|
$
|
1,907,052
|
17.2
|
%
|
$
|
524,399
|
27.8
|
%
|
Revenues.
For
the
three months ended June 30, 2008, our revenues increased approximately 12%
from
$11,109,555 to $12,424,373 relative to the same period ended June 30, 2007.
The
increase in revenues is attributable to increased sales of our go-karts.
Cost
of Sales.
Cost
of
sales increased from $8,468,179 for the three months ended June 30, 2007 to
$9,139,131, or approximately 8%, for the same period in 2008. In terms of cost
of sales as a percentage of net revenues, our cost of sales for this quarter
in
2008 was approximately 74% of net revenues as compared to approximately 76%
of
net revenues for the same quarter in 2007. The main reason for the improvement
in cost of sales was due to tighter cost controls and discounts obtained in
raw
materials because of the increase in purchase volume as sales
increased.
Gross
Profit.
Gross
profit increased approximately 24% from $2,641,376 for the three months ended
June 30, 2007 to $3,285,242 for the three months ended June 30, 2008. This
increase in gross profit was primarily due to the increased revenues and
reduction in cost of sales.
Selling
and Marketing Expenses.
For the
three months ended June 30, 2008, selling and marketing expenses increased
approximately 67.6% from $107,756 to $180,596 relative to the three months
ended
June 30, 2007. The increase was primarily due to the expansion of our sales
department.
28
General
and Administrative Expenses.
For the
three months ended June 30, 2008, general and administrative expenses increased
approximately 204% from $142,060 to $432,238 relative to the three months ended
June 30, 2007. The increase was primarily due to the expansion of our admin
department.
Research
and Development Expenses.
For the
three months ended June 30, 2008, research and development expenses increased
approximately 450% from $40,749 to $224,146 relative to the three months ended
June 30, 2007. The increase is attributable to the expenses incurred in
conjunction with the launch of our three
wheeled motorcycle.
Discontinued
Operation.
For the
three months ended June 30, 2008, discontinued operations income increased
approximately 257% from $(212,568) to $334,030. Dingji was sold to certain
individuals as of May 9, 2008. See Note 19.
Income
Tax Provision. On
March 16, 2007, the National People’s Congress of the PRC adopted a new
corporate income tax law in its fifth plenary session. The new corporate income
tax law unifies the application, scope, tax rate, tax deduction and preferential
policy for both domestic and foreign-invested enterprises. The new
corporate income tax law became effective on January 1, 2008. Under the new
law, the Company had a tax benefit of $33,920 for the three months ended June
30, 2008, compared to a tax expenses of $NIL for the same period of
2007.
Net
Income.
Net income increased approximately 28% from $1,907,052 for the three months
ended June 30, 2007 to $2,436,451 for the three months ended June 30,
2008. This increase in net income was due primarily to the increase
in both our revenues and gross profits.
Comparison
of Six Months Ended June 30, 2008 and June 30, 2007.
The
following table sets forth the amounts and percentage relationship to revenue
of
certain items in our consolidated statements of income and comprehensive income
for the six months ended June 30, 2008 and 2007:
Six
Month Comparison
|
|||||||||||||||||||
|
For
the six
months
ended
June
30,
2008
Amount
|
|
%
of
Revenue
|
|
For
the six
months
ended
June
30,
2007
Amount
|
|
%
of
Revenue
|
|
Growth
in
Amount
|
|
Increase in
%
|
|
|||||||
REVENUES
|
$
|
21,753,075
|
100.0
|
%
|
$
|
16,471,019
|
100.0
|
%
|
$
|
5,282,056
|
32.1
|
%
|
|||||||
COST
OF GOODS SOLD
|
16,316,178
|
75.0
|
%
|
12,861,099
|
78.1
|
%
|
3,455,079
|
26.9
|
%
|
||||||||||
GROSS
PROFIT
|
5,436,897
|
25.0
|
%
|
3,609,920
|
21.9
|
%
|
1,826,977
|
50.6
|
%
|
||||||||||
Selling
and Marketing
|
409,102
|
1.9
|
%
|
188,354
|
1.1
|
%
|
220,748
|
117.2
|
%
|
||||||||||
General
and Administrative
|
704,682
|
3.2
|
%
|
285,346
|
1.7
|
%
|
419,336
|
147.0
|
%
|
||||||||||
Research
and Development
|
264,816
|
1.2
|
%
|
52,615
|
0.3
|
%
|
212,201
|
403.3
|
%
|
||||||||||
INCOME
FROM CONTINUING OPERATIONS
|
4,058,297
|
18.7
|
%
|
3,083,605
|
18.7
|
%
|
974,692
|
31.6
|
%
|
||||||||||
Government
Grants
|
40,574
|
0.2
|
%
|
-
|
0.0
|
%
|
40,574
|
100
|
%
|
||||||||||
Interest
Expense, Net
|
(1,009,699
|
)
|
-4.6
|
%
|
(295,748
|
)
|
-1.8
|
%
|
(713,951
|
)
|
241.4
|
%
|
|||||||
Forfeiture
of customer deposits
|
-
|
0.0
|
%
|
267,673
|
1.6
|
%
|
(267,673
|
)
|
-100.0
|
%
|
|||||||||
Other
Income (Expense), Net
|
20,047
|
0.1
|
%
|
(69,694
|
)
|
-0.4
|
%
|
89,741
|
-128.8
|
%
|
|||||||||
INCOME
FROM CONTINUING OPERATIONS BEFORE INCOME TAX
|
3,109,219
|
14.3
|
%
|
2,985,836
|
18.1
|
%
|
123,383
|
4.1
|
%
|
||||||||||
INCOME
TAX BENEFIT
|
73,660
|
0.3
|
%
|
-
|
0.0
|
%
|
73,660
|
100
|
%
|
||||||||||
NET
INCOME FROM CONTINUING OPERATIONS
|
3,182,879
|
14.7
|
%
|
2,985,836
|
18.1
|
%
|
197,043
|
6.60
|
%
|
||||||||||
GAIN
(LOSS) FROM DISCONTINUED OPERATIONS
|
327,534
|
1.5
|
%
|
(140,200
|
)
|
-0.9
|
%
|
467,734
|
333.6
|
%
|
|||||||||
NET
INCOME
|
$
|
3,510,413
|
16.1
|
%
|
$
|
2,845,636
|
17.3
|
%
|
$
|
664,777
|
23.4
|
%
|
29
Revenues.
For
the
six months ended June 30, 2008, our revenues increased approximately 32.1%
from
$16,471,019 to $21,753,075 relative to the same period ended June 30, 2007.
The
increase revenue is attributable to the increased sales of our
go-karts.
Cost
of Sales.
Cost
of
sales increased from $12,861,099 for the six months ended June 30, 2007 to
$16,316,178 for the same period in 2008, in terms of cost of sales as a
percentage of net revenues, our cost of sales for the six months ended June
30,
2008 was approximately 75%, which remained unchanged from the same period in
2007.
Gross
Profit.
Gross
profit increased approximately 51% from $3,609,920 for the six months ended
June
30, 2007 to $5,436,897 for the six months ended June 30, 2008. This increase
in
gross profit was primarily due to the increased revenues.
Selling
and Marketing Expenses.
For the
six months ended June 30, 2008, selling and marketing expenses increased
approximately 117% from $188,354 to $409,102 relative to the six months ended
June 30, 2007. The increase was primarily due to the expansion of our sales
department.
General
and Administrative Expenses.
For the
six months ended June 30, 2008, general and administrative expenses increased
approximately 147% from $285,346 to $704,682 relative to the six months ended
June 30, 2007. The increase was primarily due to the expansion of our admin
department.
Research
and Development Expenses.
For the
six months ended June 30, 2008, research and development expenses increased
approximately 403% from $52,615 to $264,816 relative to the six months ended
June 30, 2007. The increase is attributable to the expenses incurred in
conjunction with the launch of our three wheeled motorcycle.
Discontinued
Operation.
For the
three months ended June 30, 2008, discontinued operations income increased
approximately 334% from $(140,200) to $327,534. Dingji was sold to certain
individuals as of May 9, 2008. See Note 19.
Income
Tax Provision. On
March 16, 2007, the National People’s Congress of the PRC determined to adopt a
new corporate income tax law in its fifth plenary session. The new corporate
income tax law unifies the application, scope, tax rate, tax deduction and
preferential policy for both domestic and foreign-invested enterprises.
The new corporate income tax law became effective on January 1, 2008. Under
the new tax law, the Company had a tax benefit of $73,660 for the six months
ended June 30, 2008, compared to a tax expenses of $NIL for the same period
of
2007.
Net
Income.
Net income increased approximately 24% from $2,845,636 for the six months ended
June 30, 2007 to $3,520,413 for the six months ended June 30,
2008. This increase in net income was due primarily to the increase
in both our revenues and gross profits.
Liquidity
and Capital Resources
Cash
Flows
Six
Months ended June 30, 2008 and 2007
Net
cash
flow provided by operating activities was $4,478,605 for the six months ended
June 30, 2008 as compared to $907,525 in cash flow used in operating
activities in the same period of 2007. The increase of net cash flow
provided in operating activities was mainly due to increased sales, the
collection of outstanding loans and cash inflows generated by incremental
operations.
Net
cash
flow used in investing activities was $8,207,710 for the six months ended June
30, 2008 as compared to $3,603,422 in the same period of 2007. Uses of cash
flow
for investing activities off set in the six months period ended June 30, 2008
included the construction of manufacturing facilities, the purchase of
associated machinery and equipment, and repayment of notes
receivables.
30
Net
cash
flow provided by financing activities was $3,239,843 in the six months ended
June 30, 2008, as compared to $3,688,499 in the same period of 2007. The net
cash flow provided by financing activities was mainly due to the collection
of
loan payments and interest owed to the Company for the six months ended June
30,
2008 and 2007.
Working
Capital
Our
working capital was $(10,256,613) at June 30, 2008, as compared to $294,624
at
December 31, 2007. The decrease in working capital at June 30, 2008
was mainly attributed to the completed acquisition of Kandi Special Vehicles
Ltd. (“KSV”) on June 24, 2008. As a result, KSV is now a wholly-owned subsidiary
of the Company with assets that include PRC land rights.
The
Company currently generates its cash flow through operations and the Company
believes that its cash flow generated from operations will be sufficient to
sustain operations for the next twelve months. Also, from time to
time, the Company may require extra funding through financing activities and
investments for expansion.
Accounting
Policies
Revenue
Recognition
Revenue
represents the invoiced value of goods sold, recognized upon the shipment of
goods to customers. Revenue is 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
|
· |
Collectibility
is reasonably assured.
|
Use
of Estimates
The
preparation of the consolidated financial statements in conformity with
generally accepted accounting principles in the United States of America
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 revenues and expenses during the reporting
periods.
Management
makes these estimates using the best information available at the time the
estimates are made. Actual results could differ materially from those
estimates.
Fair
Value of Financial Instruments
The
Company’s financial instruments include cash and cash equivalents, restricted
cash, accounts receivable, notes receivable due from related parties,
prepayments and prepaid expenses, other receivables due from employees, accounts
payable due to employees, other payables and accrued liabilities, notes payable,
short-term band loans, and customer deposits. Management has estimated that
the
carrying amount approximates fair value due to their short-term
nature.
31
Recent
Accounting
Pronouncements
In
December 2007, the FASB issued SFAS No. 141 (R), Business Combinations, and
SFAS
No.160, Non-controlling Interests in Consolidated Financial Statements. SFAS
No.
141 (R) requires an acquirer to measure the identifiable assets acquired, the
liabilities assumed, and any non-controlling interest in the acquire at their
fair values on the acquisition date, with goodwill being the excess value over
the net identifiable assets acquired. SFAS No.160 clarifies that a
non-controlling interest in a subsidiary should be reported as equity in the
consolidated financial statement. The calculation of earnings per share will
continue to be based on income amounts attributable to the parent. SFAS No.141
(R) and SFAS No.160 are effective for financial statements issued for fiscal
years beginning after December 15, 2008. Early adoption is prohibited. We have
not yet determined the effect on our consolidated financial statements, if
any,
upon adoption of SFAS No.141 (R) or SFAS No. 160. We are aware that our
accounting for minority interest will change and we are considering those
effects now but believe the effects will only be a reclassification of minority
interest from mezzanine equity to our stockholder's equity section in the
balance sheet, in any case we do not believe the implementation of SFAS 160
will
be material to our financial position, SFAS 141(R) will significantly affect
the
accounting for future business combinations and we will determine the accounting
as new combinations are determined.
In
December 2007, the FASB issued SFAS No. 160, Noncontrolling Interests in
Consolidated Financial Statements. This Statement establishes accounting and
reporting standards that require the ownership interests in subsidiaries’
non-parent owners be clearly presented in the equity section of the balance
sheet; requires the amount of consolidated net income attributable to the parent
and to the noncontrolling interest be clearly identified and presented on the
face of the consolidated statement of income; requires that changes in a
parent’s ownership interest while the parent retains its controlling financial
interest in its subsidiary be accounted for consistently; requires that when
a
subsidiary is deconsolidated, any retained noncontrolling equity investment
in
the former subsidiary be initially measured at fair value and the gain or loss
on the deconsolidation of the subsidiary be measured using the fair value of
any
noncontrolling equity; requires that entities provide disclosures that clearly
identify the interests of the parent and the interests of the noncontrolling
owners. This Statement is effective as of the beginning of an entity’s first
fiscal year that begins after December 15, 2008. The Company has not determined
the impact, if any, SFAS No. 160 will have on its financial
statements.
In
March
2008, the FASB issued SFAS No. 161, "Disclosures about Derivative Instruments
and Hedging Activities" ("SFAS No. 161"), which amends SFAS No.133 and expands
disclosures to include information about the fair value of derivatives, related
credit risks and a company's strategies and objectives for using derivatives.
SFAS No. 161 is effective for fiscal periods beginning on or after November
15,
2008. The Company is currently in the process of assessing the impact that
SFAS
No. 161 will have on the disclosures in its financial
statements.
32
Item
4T. Controls and Procedures.
The
Company maintains a system of disclosure controls and procedures that is
designed to ensure that information required to be disclosed by the Company
in
this Form 10-Q, and in other reports required to be filed under the Securities
Exchange Act of 1934 (the “Exchange Act”), is recorded, processed, summarized
and reported within the time periods specified in the rules and forms for such
filings. Management of the Company, under the direction of the Company's Chief
Executive Officer and Chief Financial Officer, reviewed and performed an
evaluation of the effectiveness of the Company's disclosure controls and
procedures (as defined in Rules 13a-15a(e) and 15d-15(e) under the Exchange
Act)
as of June 30, 2008. Based on that review and evaluation, the Chief Executive
Officer and Chief Financial Officer, along with other key management of the
Company, have determined that the disclosure controls and procedures were and
are effective as designed to ensure that material information relating to the
Company and its consolidated subsidiaries required to be disclosed by the
Company by the Exchange Act, was recorded, processed, summarized and reported
within the applicable time periods.
Management’s
Report on Internal Control over Financial Reporting
Our
management is responsible for establishing and maintaining adequate internal
control over financial reporting, as such term is defined in Rule 13a-15(f)
under the Securities Exchange Act of 1934. Under the supervision and with the
participation of our management, including the principal executive officer
and
principal financial officer, we are conducting an evaluation of the
effectiveness of our internal control over financial reporting based on the
framework in Internal Control-Integrated Framework issued by the Committee
of
Sponsoring Organizations of the Treadway Commission.
Prior
to
July 2007, the Company was a reporting shell company with no operations. In
July
2007, as a result of the Exchange Agreement, the Company acquired Zhejiang
Kandi
Vehicles Co., Ltd. The operations of Zhejiang Kandi Vehicles Co., Ltd. represent
primarily all the operations of the Company on a consolidated basis and is
excluded from management’s assessment of internal control over financial
reporting. Due to the recent nature of the acquisition, it was not feasible
for
the Company to complete its review and assessment. The Company expects to
complete the review of its internal control over financial reporting in 2008.
This
annual report does not include an attestation report of the Company's registered
public accounting firm regarding internal control over financial reporting.
Management's report was not subject to attestation by the Company's registered
public accounting firm pursuant to temporary rules of the Securities and
Exchange Commission that permit the Company to provide only management's report
in this annual report.
There
were no changes (including corrective actions with regard to significant
deficiencies or material weaknesses) in our internal controls over financial
reporting that occurred during the second quarter of fiscal 2008 that has
materially affected, or is reasonably likely to materially affect, our internal
control over financial reporting.
33
PART
II - OTHER INFORMATION
Item
1. Legal Proceedings.
None.
Item
1A. Risk Factors.
As
of the
date of this filing, there have been no material changes from the risk factors
previously disclosed in our “Risk Factors” in the Form 10-K for the period ended
December 31, 2007. An investment in our common stock involves various risks.
When considering an investment in our company, you should consider carefully
all
of the risk factors described in our most recent Form 10-K. These risks and
uncertainties are not the only ones facing us and there may be additional
matters that we are unaware of or that we currently consider immaterial. All
of
these could adversely affect our business, financial condition, results of
operations and cash flows and, thus, the value of an investment in our
company.
Item
2. Unregistered Sales of Equity Securities and Use of
Proceeds.
None.
Item
3. Defaults Upon Senior Securities.
None.
Item
4. Submission of Matters to a Vote of Security Holders.
None.
Item
5. Other Information.
None
Item
6. Exhibits.
31.1
Certifications pursuant to Rule 13a-14 under the Securities Exchange Act of
1934.
31.2
Certifications pursuant to Rule 13a-14 under the Securities Exchange Act of
1934.
32.1
Certifications of CEO and CFO pursuant to 18 U.S.C. § 1350, as adopted pursuant
to § 906 of the Sarbanes-Oxley Act of 2002
II-1
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, as amended, the
registrant caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.
Kandi Technologies, Corp. | ||
Date:
August 14, 2008
|
By:
|
/s/
Hu Xiaoming
|
|
|
Hu
Xiaoming
|
|
|
President
and Chief Executive Officer
(Principal
Executive Officer)
|
|
|
|
Date:
August 14, 2008
|
By:
|
/s/
Zhu Xiaoying
|
|
|
Zhu
Xiaoying
|
|
|
Chief
Financial Officer
(Principal
Financial and Accounting Officer)
|