Kandi Technologies Group, Inc. - Quarter Report: 2008 March (Form 10-Q)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
___________
FORM
10-Q
x
|
REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
|
For
the quarterly period ended March 31, 2008
or
o
|
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 of 1934 during
the
preceding 12 months (or for such shorter period that the registrant was required
to file such reports), and (2) has been subject to such filing requirements
for
the past 90 days. Yesþ
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 ¨
(Do not check if a smaller reporting company)
|
Smaller
reporting company þ
|
Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act).
Yes
¨
No
þ
As
of May
8, 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.
2
KANDI
TECHNOLOGIES, CORP.
(FORMERLY
STONE MOUNTAIN RESOURCES, INC.)
AND
SUBSIDIARIES
CONDENSED
CONSOLIDATED BALANCE SHEETS
ASSETS
|
|||||||
March
31,
|
|||||||
2008
|
December
31,
|
||||||
(Unaudited)
|
2007
|
||||||
CURRENT
ASSETS
|
|||||||
Cash
and cash equivalents
|
$
|
210,002
|
$
|
1,149,140
|
|||
Restricted
cash
|
3,560,138
|
1,367,222
|
|||||
Accounts
receivable, net of allowance for doubtful accounts of $3,456 and
$3,701 as
of March 31, 2008 and December 31, 2007, respectively
|
10,299,845
|
11,401,367
|
|||||
Inventories
|
4,198,644
|
3,293,529
|
|||||
Notes
receivable, net of discount of $91,326 as of March 31,
2008
|
1,857,266
|
47,853
|
|||||
Other
receivables
|
85,138
|
416,454
|
|||||
Deposit
for acquisition
|
12,270,859
|
12,270,859
|
|||||
Prepayments
and prepaid expenses
|
-
|
17,774
|
|||||
Due
from employees
|
35,087
|
9,932
|
|||||
Discontinued
operation
|
13,544,938
|
14,158,890
|
|||||
Total
Current Assets
|
46,061,917
|
44,133,020
|
|||||
LONG-TERM
ASSETS
|
|||||||
Plant
and equipment, net
|
10,499,108
|
10,427,176
|
|||||
Land
use rights, net
|
382,800
|
385,539
|
|||||
Construction
in progress
|
1,376,802
|
1,321,832
|
|||||
Discontinued
operation
|
494,744
|
506,526
|
|||||
Deferred
taxes
|
445,801
|
405,006
|
|||||
Total
Long-Term Assets
|
13,199,255
|
13,046,079
|
|||||
TOTAL
ASSETS
|
$
|
59,261,172
|
$
|
57,179,099
|
See
notes
to condensed consolidated financial statements
3
KANDI
TECHNOLOGIES, CORP.
(FORMERLY
STONE MOUNTAIN RESOURCES, INC.)
AND
SUBSIDIARIES
CONDENSED
CONSOLIDATED BALANCE SHEETS
LIABILITIES
AND SHAREHOLDERS’ EQUITY
|
|||||||
March
31,
|
|||||||
2008
|
December
31,
|
||||||
(Unaudited)
|
2007
|
||||||
CURRENT
LIABILITIES
|
|||||||
Accounts
payable
|
$
|
6,492,357
|
$
|
6,333,057
|
|||
Other
payables and accrued expenses
|
351,352
|
378,675
|
|||||
Short-term
bank loans
|
21,594,781
|
20,869,862
|
|||||
Customer
deposits
|
271,407
|
483,320
|
|||||
Notes
payable
|
2,250,007
|
1,476,600
|
|||||
Due
to employees
|
57,895
|
310
|
|||||
Due
to related party
|
90,709
|
-
|
|||||
Discontinued
operation
|
13,655,346
|
14,296,572
|
|||||
Total
Current Liabilities
|
44,763,854
|
43,838,396
|
|||||
LONG-TERM
LIABILITIES
|
|||||||
Discontinued
operation
|
2,651
|
2,651
|
|||||
Deferred
taxes
|
296,511
|
296,511
|
|||||
Total
Long-Term Liabilities
|
299,162
|
299,162
|
|||||
TOTAL
LIABILITIES
|
45,063,016
|
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 March 31, 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 $523,083 at March 31,
2008)
|
6,235,295
|
5,125,120
|
|||||
Accumulated
other comprehensive income
|
804,795
|
758,355
|
|||||
TOTAL
SHAREHOLDERS’ EQUITY
|
14,198,156
|
13,041,541
|
|||||
TOTAL
LIABILITIES AND SHAREHOLDERS’ EQUITY
|
$
|
59,261,172
|
$
|
57,179,099
|
See
notes
to condensed consolidated financial statements
4
KANDI
TECHNOLOGIES, CORP.
(FORMERLY
STONE MOUNTAIN RESOURCES, INC.)
AND
SUBSIDIARIES
CONDENSED
CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME
FOR
THE THREE MONTHS ENDED MARCH 31, 2008 AND 2007
(UNAUDITED)
Three
Months
Ended
March
31, 2008
|
Three
Months
Ended
March
31, 2007
|
||||||
REVENUES,
NET
|
$
|
9,487,285
|
$
|
5,376,977
|
|||
COST
OF GOODS SOLD
|
(7,305,277
|
)
|
(4,403,741
|
)
|
|||
GROSS
PROFIT
|
2,182,008
|
973,236
|
|||||
General
and administrative
|
279,120
|
141,594
|
|||||
Selling
and marketing
|
215,776
|
80,761
|
|||||
Research
and development
|
46,610
|
11,978
|
|||||
INCOME
FROM CONTINUING OPERATIONS
|
1,640,502
|
738,903
|
|||||
Interest
expense, net
|
(615,540
|
)
|
(134,632
|
)
|
|||
Government
grants
|
23,381
|
-
|
|||||
Forfeiture
of customer deposits
|
-
|
265,789
|
|||||
Other
income, net
|
21,711
|
218
|
|||||
INCOME
FROM CONTINUING OPERATIONS BEFORE INCOME TAXES
|
1,070,054
|
870,278
|
|||||
INCOME
TAX BENEFIT
|
39,965
|
-
|
|||||
NET
INCOME FROM CONTINUING OPERATIONS
|
1,110,019
|
870,278
|
|||||
DISCONTINUED
OPERATION
|
|||||||
Income
from discontinued operation
|
157
|
70,840
|
|||||
GAIN
FROM DISCONTINUED OPERATION
|
157
|
70,840
|
|||||
NET
INCOME
|
1,110,176
|
941,118
|
|||||
OTHER
COMPREHENSIVE INCOME
|
|||||||
Foreign
currency translation gain
|
46,440
|
91,058
|
See
notes
to condensed consolidated financial statements
5
KANDI
TECHNOLOGIES, CORP.
(FORMERLY
STONE MOUNTAIN RESOURCES, INC.)
AND
SUBSIDIARIES
CONDENSED
CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME
FOR
THE THREE MONTHS ENDED MARCH 31, 2008 AND 2007
(UNAUDITED)
Three
Months Ended March 31, 2008
|
Three
Months Ended March 31, 2007
|
||||||
COMPREHENSIVE
INCOME
|
$
|
1,156,616
|
$
|
1,032,176
|
|||
WEIGHTED
AVERAGE SHARES OUTSTANDING BASIC AND DILUTED
|
19,961,000
|
12,000,000
|
|||||
NET
INCOME PER COMMON SHARE, BASIC AND DILUTED
|
$
|
0.06
|
$
|
0.09
|
See
notes
to condensed consolidated financial statements
6
KANDI
TECHNOLOGIES, CORP.
(FORMERLY
STONE MOUNTAIN RESOURCES, INC.)
AND
SUBSIDIARIES
CONDENSED
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR
THE THREE MONTHS ENDED MARCH 31, 2008 AND 2007
(UNAUDITED)
|
|||||||
Three
Months Ended March 31,
|
|||||||
2008
|
2007
|
||||||
CASH
FLOWS FROM OPERATING ACTIVITIES:
|
|||||||
Net
income
|
$
|
1,110,176
|
$
|
941,118
|
|||
Adjustments
to reconcile net income to net cash provided by operating
activities:
|
|||||||
Depreciation
and amortization
|
362,750
|
241,791
|
|||||
Deferred
taxes
|
(40,795
|
)
|
-
|
||||
Forfeiture
of customer deposits
|
-
|
(265,789
|
)
|
||||
Changes
in operating assets and liabilities:
|
|||||||
(Increase)
Decrease In:
|
|||||||
Accounts
receivable
|
1,101,521
|
(955,355
|
)
|
||||
Inventories
|
(905,114
|
)
|
699,127
|
||||
Other
receivables
|
331,315
|
(28,332
|
)
|
||||
Due
to employees
|
32,431
|
-
|
|||||
Prepayments
and prepaid expenses
|
17,774
|
96,199
|
|||||
Discontinued
operation
|
(1,166,257
|
)
|
34,333
|
||||
Increase
(Decrease) In:
|
|||||||
Accounts
payable
|
159,300
|
(561,204
|
)
|
||||
Other
payables and accrued liabilities
|
(27,323
|
)
|
53,219
|
||||
Discontinued
operation
|
1,571,810
|
11,433,523
|
|||||
Customer
deposits
|
(211,914
|
)
|
1,035,946
|
||||
Net
cash provided by operating activities
|
2,335,674
|
12,724,576
|
|||||
CASH
FLOWS FROM INVESTING ACTIVITIES:
|
|||||||
Purchases
of plant and equipment
|
(611,471
|
)
|
(181,249
|
)
|
|||
Purchases
of construction in progress
|
(55,351
|
)
|
(160,234
|
)
|
|||
Deposit
for acquisition
|
-
|
646,479
|
|||||
Due
from employees
|
-
|
171,608
|
|||||
Issuances
of notes receivable
|
(1,859,256
|
)
|
(4,902,596
|
)
|
|||
Repayments
of notes receivable
|
49,842
|
347,571
|
|||||
Discontinued
operation
|
11,782
|
17,465
|
|||||
Net
cash used in investing activities
|
(2,464,454
|
)
|
(4,060,956
|
)
|
|||
CASH
FLOWS FROM FINANCING ACTIVITIES:
|
|||||||
Restricted
cash
|
(2,192,916
|
)
|
-
|
||||
Discontinued
operation
|
(432,827
|
)
|
(11,562,911
|
)
|
|||
Proceeds
from short term bank loans
|
9,776,805
|
5,581,834
|
|||||
Repayment
of short term bank loans
|
(9,051,887
|
)
|
(2,920,005
|
)
|
|||
Proceeds
from notes payable
|
1,485,435
|
440,036
|
|||||
Repayment
of notes payable
|
(712,027
|
)
|
(13,621
|
)
|
|||
Repayment
of advances to related parties
|
90,709
|
17,288
|
|||||
Net
cash used in financing activities
|
(1,036,708
|
)
|
(8,457,379
|
)
|
|||
See
notes
to condensed consolidated financial statements
7
KANDI
TECHNOLOGIES, CORP.
(FORMERLY
STONE MOUNTAIN RESOURCES, INC.)
AND
SUBSIDIARIES
CONDENSED
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR
THE THREE MONTHS ENDED MARCH 31, 2008 AND 2007
(UNAUDITED)
Three
Months Ended March 31,
|
|||||||
2008
|
2007
|
||||||
(DECREASE)
INCREASE IN CASH AND CASH EQUIVALENTS
|
(1,165,488
|
)
|
206,241
|
||||
Effect
of exchange rate changes on cash
|
226,350
|
4,936
|
|||||
Cash
and cash equivalents at beginning of period
|
1,149,140
|
365,567
|
|||||
CASH
AND CASH EQUIVALENTS AT END OF PERIOD
|
$
|
210,002
|
$
|
576,744
|
|||
SUPPLEMENTARY
CASH FLOW INFORMATION
|
|||||||
Income
taxes paid
|
$
|
-
|
$
|
226,507
|
|||
Interest
paid
|
$
|
439,961
|
$
|
2,967
|
|||
SUPPLEMENTAL
NON-CASH DISCLOSURES:
|
|||||||
1.
During the three months ended March 31, 2008 and 2007, $380 and $11,946
were transferred from construction in progress to plant and equipment,
respectively.
|
|||||||
2. Customer
deposits of $0 and $265,789 were forfeited in the three months ended
March
31, 2008 and 2007, respectively.
|
See
notes
to condensed consolidated financial statements
8
KANDI
TECHNOLOGIES, CORP.
(FORMERLY
STONE MOUNTAIN RESOURCES, INC.)
AND
SUBSIDIARIES
NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR
THE THREE MONTHS ENDED MARCH 31, 2008 AND 2007
(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 a share exchange agreement between 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 March 31, 2008.
The
Company's primary operations is comprised of designing, developing,
manufacturing, and commercializing of all-terrain vehicles, go-karts, and
specialized automobile related products for the People’s Republic of China
(“PRC”) and global export markets. Sales are made to dealers in the United
States, Europe and Australia.
NOTE
2 - BASIS
OF PRESENTATION
The
unaudited condensed consolidated financial statements as of March 31, 2008
and
for the three months ended March 31, 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
CONSOLIDATION
The
consolidated financial statements include the accounts of Kandi Technologies
Corp. and the following subsidiaries:
(i)
|
Continental
Development Ltd. (100% subsidiary of the
Company)
|
(ii)
|
Zhejiang
Kandi Vehicles Co. Ltd. (“Zhejiang Kandi”) (100% subsidiary of
Continental)
|
(iii)
|
Zhejiang
Yongkong Import and Export Co. Ltd. (“Dingji”) (100%
subsidiary of Zhejiang Kandi)
|
9
KANDI
TECHNOLOGIES, CORP.
(FORMERLY
STONE MOUNTAIN RESOURCES, INC.)
AND
SUBSIDIARIES
NOTES
TO CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS
FOR
THE THREE MONTHS ENDED MARCH 31, 2008 AND 2007(UNAUDITED)
Inter-company
accounts and transactions have been eliminated in consolidation.
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 in 2008 and 2007:
Sales
|
|
|||||
Major
Customers
|
For
the Three Months Ended March 31, 2008
|
For
the Three Months Ended March 31, 2007
|
Accounts
Receivable
|
|||
March
31, 2008
|
December
31, 2007
|
|||||
Company
A
|
31%
|
27%
|
26%
|
40%
|
||
Company
B
|
23%
|
22%
|
20%
|
19%
|
||
Company
C
|
13%
|
19%
|
12%
|
11%
|
||
Company
D
|
12%
|
15%
|
12%
|
8%
|
||
Company
E
|
6%
|
-
|
5%
|
7%
|
10
KANDI
TECHNOLOGIES, CORP.
(FORMERLY
STONE MOUNTAIN RESOURCES, INC.)
AND
SUBSIDIARIES
NOTES
TO CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS
FOR
THE THREE MONTHS ENDED MARCH 31, 2008 AND 2007(UNAUDITED)
NOTE
5 - CONCENTRATION
(CONTINUED)
The
Company has major suppliers who accounted for the following percentage of total
purchases and accounts payable in 2008 and 2007:
Purchases
|
||||||
Major
Suppliers
|
For
the Three Months Ended March 31, 2008
|
For
the Three Months Ended March 31, 2007
|
Accounts
Payable
|
|||
March
31, 2008
|
December
31, 2007
|
|||||
Company
F
|
7%
|
35%
|
7%
|
7%
|
||
Company
G
|
8%
|
9%
|
5%
|
6%
|
||
Company
H
|
4%
|
16%
|
4%
|
5%
|
||
Company
I
|
4%
|
8%
|
4%
|
5%
|
||
Company
J
|
4%
|
-
|
4%
|
4%
|
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.
March
31, 2008
|
December
31, 2007
|
March
31,
2007
|
|||
Period
end RMB : US$ exchange rate
|
7.0222
|
7.3141
|
7.7342
|
||
Average
period RMB : US$ exchange rate
|
7.1682
|
7.5614
|
7.7715
|
NOTE
7 - EARNINGS
PER SHARE
Basic
earnings per share is 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 three month ended March
31, 2008 and 2007.
11
KANDI
TECHNOLOGIES, CORP.
(FORMERLY
STONE MOUNTAIN RESOURCES, INC.)
AND
SUBSIDIARIES
NOTES
TO CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS
FOR
THE THREE MONTHS ENDED MARCH 31, 2008 AND 2007(UNAUDITED)
NOTE
8 - FAIR
VALUE OF FINANCIAL INSTRUMENTS
The
Company’s financial instruments include cash and cash equivalents, restricted
cash, accounts receivable, notes receivable, amounts due from related
parties, prepayments and prepaid expenses, 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.
NOTE
9 - NEW
ACCOUNTING PRONOUNCEMENTS
In
September 2006, the Financial Accounting Standard Board (“FASB”) issued SFAS No.
157, “Fair Value Measurements,” which provides enhanced guidance for using fair
value to measure assets and liabilities. SFAS No. 157 provides a common
definition of fair value and establishes a framework to make the measurement
of
fair value in generally accepted accounting principles more consistent and
comparable. SFAS No. 157 also requires expanded disclosures to provide
information about the extent to which fair value is used to measure assets
and
liabilities, the methods and assumptions used to measure fair value, and the
effect of fair value measures on earnings. SFAS No. 157 is effective for
financial statements issued in fiscal years beginning after November 15, 2007
and to interim periods within those fiscal years. The adoption of SFAS No.
157
did not have an impact on the Company’s financial statements.
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.
12
KANDI
TECHNOLOGIES, CORP.
(FORMERLY
STONE MOUNTAIN RESOURCES, INC.)
AND
SUBSIDIARIES
NOTES
TO CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS
FOR
THE THREE MONTHS ENDED MARCH 31, 2008 AND 2007(UNAUDITED)
NOTE
9 - NEW
ACCOUNTING PRONOUNCEMENTS (CONTINUED)
In
February 2007, the FASB issued SFAS No. 159, The Fair Value for Financial Assets
and Financial Liabilities. This Statement permits entities to choose to measure
financial assets and liabilities, with certain exceptions, at fair value at
specified election dates. A business entity shall report unrealized gains and
losses on items for which the fair value option has been elected in earnings
at
each subsequent reporting date. This Statement is effective as of the beginning
of an entity’s first fiscal year that begins after November 15, 2007. The
adoption of SFAS No. 159 did not have an impact on the Company’s financial
statements.
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.
NOTE
10 - INVENTORIES
Inventories
consist of the following:
March
31,
2008
|
December
31,
2007
|
||||||
(Unaudited)
|
|||||||
Raw
materials
|
$
|
814,327
|
$
|
1,534,448
|
|||
Work-in-progress
|
3,127,152
|
1,402,073
|
|||||
Finished
goods
|
257,165
|
357,008
|
|||||
Total
inventories
|
$
|
4,198,644
|
$
|
3,293,529
|
13
KANDI
TECHNOLOGIES, CORP.
(FORMERLY
STONE MOUNTAIN RESOURCES, INC.)
AND
SUBSIDIARIES
NOTES
TO CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS
FOR
THE THREE MONTHS ENDED MARCH 31, 2008 AND 2007(UNAUDITED)
NOTE
11 - NOTES RECEIVABLE
Notes
receivable consist of the following:
March
31,
2008
|
December
31,
2007
|
||||||
(Unaudited)
|
|||||||
Notes
receivable from unrelated companies:
|
|||||||
Due
June 27, 2008
|
$
|
-
|
$
|
47,853
|
|||
Due
March 2, 2009
|
640,673
|
-
|
|||||
Due
January 1, 2009
|
184,842
|
-
|
|||||
Due
March 31, 2008 (subsequently settled on its due date)
|
633,825
|
-
|
|||||
Due
March 31, 2008 (subsequently settled on its due date)
|
489,252
|
-
|
|||||
Subtotal
|
1,948,592
|
47,853
|
|||||
Notes
receivable-discount
|
(91,326
|
)
|
-
|
||||
Notes
receivable net
|
$
|
1,857,266
|
$
|
47,853
|
In
2008,
interest-free notes of $640,673, $184,842 and $633,825 were provided to
unrelated companies for their assistance in developing distribution channels
and
new markets for the Company.
The
Company imputed the interest for these notes receivable for $91,326, since
they
consider these notes receivable may be extended when due.
Notes
receivable of $489,252 were provided to an unrelated company, which bears
interest at 7.2% per annum. The interest income on notes receivable for the
three months ended March 31, 2008 was $6,379, which was recognized in the
accompanying condensed consolidated statements of income as interest
expense.
NOTE
12 - LAND
USE RIGHTS
Land
use
rights consist of the following:
March
31, 2008
|
December
31,
2007
|
||||||
(Unaudited)
|
|||||||
Cost
of land use rights
|
$
|
460,943
|
$
|
460,943
|
|||
Less:
accumulated amortization
|
(78,143
|
)
|
(75,404
|
)
|
|||
Land
use rights, net
|
$
|
382,800
|
$
|
385,539
|
14
KANDI
TECHNOLOGIES, CORP.
(FORMERLY
STONE MOUNTAIN RESOURCES, INC.)
AND
SUBSIDIARIES
NOTES
TO CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS
FOR
THE THREE MONTHS ENDED MARCH 31, 2008 AND 2007(UNAUDITED)
Amortization
expense for the three months ended March 31, 2008 and 2007 was $2,739 and
$2,597, respectively.
Amortization
expense for the next five years and thereafter is as follows:
2008
with one year
|
$
|
8,388
|
||
2009
|
11,183
|
|||
2010
|
11,183
|
|||
2011
|
11,183
|
|||
2012
|
11,183
|
|||
Thereafter
|
329,680
|
|||
Total
|
$
|
382,800
|
NOTE
13 - PLANT
AND EQUIPMENT
Plant
and
equipment consist of the following:
March
31,
2008
|
December
31,
2007
|
||||||
(Unaudited)
|
|||||||
At
cost:
|
|||||||
Buildings
|
$
|
4,074,937
|
$
|
3,911,944
|
|||
Machinery
and equipment
|
8,930,520
|
8,572,451
|
|||||
Office
equipment
|
101,617
|
93,840
|
|||||
Transportation
|
265,480
|
254,885
|
|||||
Patterns
|
1,814,542
|
1,742,125
|
|||||
15,187,096
|
14,575,245
|
||||||
Less:
Accumulated depreciation
|
|||||||
Buildings
|
(480,618
|
)
|
(428,834
|
)
|
|||
Machinery
and equipment
|
(3,891,058
|
)
|
(3,520,084
|
)
|
|||
Office
equipment
|
(71,989
|
)
|
(64,427
|
)
|
|||
Transportation
|
(58,857
|
)
|
(43,765
|
)
|
|||
Patterns
|
(185,466
|
)
|
(90,959
|
)
|
|||
(4,687,988
|
)
|
(4,148,069
|
)
|
||||
Plant
and equipment, net
|
$
|
10,499,108
|
$
|
10,427,176
|
The
net
book value of plant and equipment are pledged for certain bank loans at March
31, 2008 and December 31, 2007 is $1,795,258 and $1,652,616, respectively.
Also
see note 14.
Depreciation
expense for three months ended March 31, 2008 and 2007 was $360,011 and
$270,177, respectively.
15
KANDI
TECHNOLOGIES, CORP.
(FORMERLY
STONE MOUNTAIN RESOURCES, INC.)
AND
SUBSIDIARIES
NOTES
TO CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS
FOR
THE THREE MONTHS ENDED MARCH 31, 2008 AND 2007(UNAUDITED)
NOTE
14 - SHORT
TERM BANK LOANS
SHORT-TERM
BANK LOANS CONSIST
OF THE FOLLOWING:
March
31,
2008
|
December
31,
2007
|
||||||
(Unaudited)
|
|||||||
Loans
from ICBC-Exploration Zone Branch
|
|||||||
Monthly
interest only payments at 7.88% per annum, due April 10, 2008, secured
by
the assets owned by the Company. Also
see Notes 12 and 13. (subsequently repaid on its due date)
|
$
|
712,028
|
$
|
683,611
|
|||
Monthly
interest only payments at 7.88% per annum, due June 5, 2008, secured
by
the assets owned by the Company. Also
see Notes 12 and 13.
|
712,028
|
683,611
|
|||||
Monthly
interest only payments at 8.75% per annum, due September 5, 2008,
secured
by the assets owned by the Company. Also see Notes 12 and
13.
|
427,216
|
410,167
|
|||||
Monthly
interest only payments at 8.75% per annum, due September 5, 2008,
secured
by the assets owned by the Company. Also see Notes 12 and
13.
|
384,495
|
369,150
|
|||||
Monthly
interest only payments at 8.75% per annum, due October 10, 2008,
secured
by the assets owned by the Company. Also see Notes 12 and
13.
|
427,216
|
410,167
|
|||||
Monthly
interest only payments at 8.75% per annum, due October 16, 2008,
secured
by the assets owned by the Company. Also see Notes 12 and
13.
|
541,141
|
519,544
|
|||||
Monthly
interest only payments at 8.75% per annum, due October 23, 2008,
secured
by the assets owned by the Company. Also see Notes 12 and
13.
|
498,419
|
478,528
|
|||||
Monthly
interest only payments at 8.75% per annum, due November 24, 2008,
secured
by the assets owned by the Company. Also see Notes 12 and
13.
|
569,623
|
546,889
|
|||||
Monthly
interest only payments at 8.28% per annum, due September 17, 2008,
secured
by the assets owned by the Company. Also see Notes 12 and
13.
|
640,825
|
-
|
16
KANDI
TECHNOLOGIES, CORP.
(FORMERLY
STONE MOUNTAIN RESOURCES, INC.)
AND
SUBSIDIARIES
NOTES
TO CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS
FOR
THE THREE MONTHS ENDED MARCH 31, 2008 AND 2007(UNAUDITED)
NOTE
14 - SHORT
TERM BANK LOANS (CONTINUED)
March
31,
2008
|
December
31,
2007
|
||||||
(Unaudited)
|
|||||||
Loans
from Commercial Bank-Jiangnan Branch
|
|||||||
Monthly
interest only payments at 7.58 % per annum, due January 10, 2008,
secured
by the assets owned by 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, guaranteed
by the assets owned by the Company. Also see Notes 12 and 13.
(subsequently repaid on its due date)
|
1,424,055
|
1,367,222
|
|||||
Monthly
interest only payments at 8.22% per annum, due January 10, 2009 secured
by
the assets owned by the Company. Also see Notes 12 and 13.
|
2,848,110
|
-
|
|||||
Loans
from ICBC-Jinhua Branch
|
|||||||
Monthly
interest only payments at 6.88% per annum, due January 18, 2008,
secured
by the assets owned by 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 owned by the Company. Also see Notes 12 and 13.
(subsequently repaid on its due date)
|
-
|
948,766
|
|||||
Monthly
interest only payments at 6.88% per annum, due March 3, 2008, secured
by
the assets owned by 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 owned by the Company. Also see Notes 12 and 13. (subsequently
repaid on its due date)
|
-
|
1,098,571
|
|||||
Monthly
interest only payments at 7.88% per annum, due April 16, 2008, secured
by
the assets owned by the Company. Also see Notes 12 and 13. (subsequently
repaid on its due date)
|
1,030,000
|
-
|
|||||
Monthly
interest only payments at 7.88% per annum, due May 21, 2008, secured
by
the assets owned by the Company. Also see Notes 12 and 13.
|
700,000
|
-
|
17
KANDI
TECHNOLOGIES, CORP.
(FORMERLY
STONE MOUNTAIN RESOURCES, INC.)
AND
SUBSIDIARIES
NOTES
TO CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS
FOR
THE THREE MONTHS ENDED MARCH 31, 2008 AND 2007(UNAUDITED)
NOTE
14 - SHORT
TERM BANK LOANS (CONTINUED)
March
31,
2008
|
December
31,
2007
|
||||||
(Unaudited)
|
|||||||
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.
|
2,848,110
|
2,734,444
|
|||||
Monthly
interest only payments at 7.84% per annum, due October 1, 2008. And
secured by the assets owned by the Company. Guaranteed by Nanlong
Group
Co.,Ltd & Zhejiang Mengdeli Electric Company. Also see Notes 12 and
13.
|
2,848,110
|
-
|
|||||
Loans
from China Everybright Bank
|
|||||||
Monthly
interest only payments at 8.22% per annum, due August 9, 2008. And
secured
by the assets owned by the Company. Guaranteed by Nanlong Group Co.,Ltd
& Zhejiang Mengdeli Electric Company. Also see Notes 12 and
13.
|
4,271,377
|
4,101,668
|
|||||
Monthly
interest only payments at 8.96% per annum, due February 18, 2009.
And
secured by the assets owned by the Company. Guaranteed by Nanlong
Group
Co.,Ltd & Zhejiang Mengdeli Electric Company. Also see Notes 12 and
13.
|
712,028
|
-
|
|||||
Loans
from Shanghai Pudong Development Bank
|
|||||||
Monthly
interest only payments at 6.33 % per annum, due February 14, 2008,
secured
by the assets owned by the Company. Also see Notes 12 and 13.
(subsequently repaid on its due date)
|
-
|
2,734,444
|
|||||
Total
|
$
|
21,594,781
|
$
|
20,869,862
|
Interest
expense for short-term loans during three months ended March 31, 2008 and 2007
was $523,785 and $119,066, respectively.
18
KANDI
TECHNOLOGIES, CORP.
(FORMERLY
STONE MOUNTAIN RESOURCES, INC.)
AND
SUBSIDIARIES
NOTES
TO CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS
FOR
THE THREE MONTHS ENDED MARCH 31, 2008 AND 2007(UNAUDITED)
NOTE
15 - NOTES
PAYABLE
NOTES
PAYABLE CONSIST OF THE FOLLOWING:
March
31,
2008
|
December
31,
2007
|
||||||
(Unaudited)
|
|||||||
Notes
payable to unrelated companies:
|
|||||||
Due
April 17, 2008 (subsequently repaid on its due date)
|
$
|
712,028
|
$
|
683,611
|
|||
Due
September 19, 2008
|
1,424,055
|
683,611
|
|||||
Due
November 18, 2008
|
113,924
|
109,378
|
|||||
Total
|
$
|
2,250,007
|
$
|
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 $1,125
and $7,734 in 2008 and 2007, respectively.
Restricted
cash of $3,560,138 and $1,367,222 is held as collateral for the following notes
payable at March 31, 2008 and December 31, 2007, respectively:
March
31,
2008
|
December
31,
2007
|
||||||
(Unaudited)
|
|||||||
Due
April 17, 2008 (subsequently repaid on its due date)
|
712,028
|
683,611
|
|||||
Due
September 19, 2008
|
1,424,055
|
683,611
|
|||||
Due
November 18, 2008
|
1,424,055
|
-
|
|||||
Total
|
$
|
3,560,138
|
$
|
1,367,222
|
NOTE
16 - INCOME
TAXES
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
March 31, 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 March
31, 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 March 31,
2008, the Company has no accrued interest or penalties related to uncertain
tax
positions.
19
KANDI
TECHNOLOGIES, CORP.
(FORMERLY
STONE MOUNTAIN RESOURCES, INC.)
AND
SUBSIDIARIES
NOTES
TO CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS
FOR
THE THREE MONTHS ENDED MARCH 31, 2008 AND 2007(UNAUDITED)
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 is
effective from 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%.
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 grand
fathered.
Income
tax (benefit) expense for the three months ended March 31, 2008 and 2007 are
summarized as follows:
For
the Three Months Ended
March
31,
(Unaudited)
|
|||||||
2008
|
2007
|
||||||
Current:
|
|||||||
Provision
for CIT
|
$
|
-
|
$
|
39,876
|
|||
Deferred:
|
|||||||
Provision
for CIT
|
(39,965
|
)
|
(4,984
|
)
|
|||
Income
tax (benefit) expense
|
$
|
(39,965
|
)
|
$
|
34,892
|
20
KANDI
TECHNOLOGIES, CORP.
(FORMERLY
STONE MOUNTAIN RESOURCES, INC.)
AND
SUBSIDIARIES
NOTES
TO CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS
FOR
THE THREE MONTHS ENDED MARCH 31, 2008 AND 2007(UNAUDITED)
NOTE
16 - INCOME
TAXES (CONTINUED)
The
Company’s income tax (benefit) expense differs from the “expected” tax
(benefit)/expense for the three months ended March 31, 2008 and 2007 (computed
by applying the CIT rate of 25% to income before income taxes) as
follows:
For
the Three Months Ended
March
31,
(Unaudited)
|
|||||||
2008
|
2007
|
||||||
Computed
“expected” expense
|
$
|
267,514
|
$
|
287,129
|
|||
Permanent
difference
|
(58,291
|
)
|
45,503
|
|
|||
Tax
exemption
|
(249,188
|
)
|
(332,695
|
)
|
|||
Income
tax (benefit) expense
|
$
|
(39,965
|
)
|
$
|
-
|
The
tax
effects of temporary differences that give rise to the Company's net deferred
tax assets and liabilities as of March 31, 2008 and 2007 are as
follows:
March
31,
2008
|
December
31, 2007
|
||||||
(Unaudited)
|
|||||||
Deferred
tax assets:
|
|||||||
Non-current
portion:
|
|||||||
Depreciation
|
735,306
|
694,512
|
|||||
Valuation
allowance
|
(289,505
|
)
|
(289,506
|
)
|
|||
Subtotal
|
445,801
|
405,006
|
|||||
Total
deferred tax assets
|
445,801
|
405,006
|
|||||
Deferred
tax liabilities:
|
|||||||
Non-current
portion:
|
|||||||
Accumulated
other comprehensive (gain) loss
|
(296,511
|
)
|
(296,511
|
)
|
|||
Subtotal
|
(296,511
|
)
|
(296,511
|
)
|
|||
Total
deferred tax liabilities
|
(296,511
|
)
|
(296,511
|
)
|
|||
Net
deferred tax assets (liabilities)
|
$
|
149,290
|
$
|
108,495
|
21
KANDI
TECHNOLOGIES, CORP.
(FORMERLY
STONE MOUNTAIN RESOURCES, INC.)
AND
SUBSIDIARIES
NOTES
TO CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS
FOR
THE THREE MONTHS ENDED MARCH 31, 2008 AND 2007(UNAUDITED)
NOTE
16 - INCOME
TAXES (CONTINUED)
Value
Added Tax (“VAT”)
Enterprises
or individuals, who sell commodities, engage in repair and maintenance or import
or export goods in the PRC are subject to a value added tax in accordance with
Chinese Laws. The VAT standard rate is 17% of the gross sale price. A credit
is
available whereby VAT paid on the purchases of semi-finished products or raw
materials used in the production of the Company’s finished products can be used
to offset the VAT due on the sales of the finished products.
On
January 1, 2002, the export policy of VAT "Exemption, Credit and Refund" began
to apply to all exports by manufacture-based enterprises. In accordance with
this policy, exported goods are exempted from output VAT and the input VAT
charged for purchases of the raw materials, components and power consumed for
the production of the exported goods may be refunded. Beginning
July 1, 2007, the refund rates of vehicle related products applicable to Kandi
and Dingji were changed form 17% to 9%.
The
refundable VAT of $42,059 and $542,874 at March 31, 2008 and December 31, 2007,
respectively, are included in other receivables in the accompanying consolidated
balance sheets
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 April 30, 2008. Considering the uncertainties of the legal proceeding,
the Company did not record a contingent gain for this at March 31,
2008.
|
(b)
In
2006,
the Company brought a legal action against Zhejiang Yuegong steel Structure
Co.
and Zhejiang Jinhua No.1 Construction Co., Ltd. for their delay in the
contruction 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 April 30, 2008. Considering
the
uncertainties of the legal proceeding, the Company did not record a contingent
gain for this at March 31, 2008
22
KANDI
TECHNOLOGIES, CORP.
(FORMERLY
STONE MOUNTAIN RESOURCES, INC.)
AND
SUBSIDIARIES
NOTES
TO CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS
FOR
THE THREE MONTHS ENDED MARCH 31, 2008 AND 2007(UNAUDITED)
NOTE
18 - DEPOSIT
FOR ACQUISITION
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
as of
March 31, 2008. The total consideration for the acquisition is $12,314,988
and
the acquisition was completed in April 18, 2008. There is no material
relationship between the Company and Kandi Special Vehicles Co., Ltd.
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
|
$
|
0.06
|
NOTE
19 - DISCONTINUED
OPERATION
On
May 9,
2008, the Company executed a share transfer agreement for the sale of its
subsidiary Zhejiang Yongkang Top Import & Export Co., Ltd. (“Dingji”).
Pursuant to the share transfer agreement, the Company agreed to sell all of
its
interest in Dingji for $712,027. There was no gain or loss that resulted from
the sale. As a result of the share transfer agreement, Dingji is no longer
a
subsidiary of the Company. 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 to the “discontinued operation” of
the Company’s financial statements.
The
income (loss) from discontinued operation was $157 and $70,840 for the three
months ended March 31, 2008 and 2007, respectively.
23
Item
2. Management's Discussion and Analysis of Financial Condition and Results
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.
Results
of Operations
Comparison
of Three Months Ended March 31, 2008 and 2007.
24
The following table sets forth the amounts and percentage relationship to revenue of certain items in our condensed consolidated statements of income and comprehensive income:
For
the Three Months Ended March 31, 2008
|
%
of Revenue
|
For
the Three Months Ended March 31, 2007
|
%
of Revenue
|
Change
in Amount
|
Change
in
%
|
||||||||||||||
REVENUES
|
$
|
9,487,285
|
100.0
|
%
|
$
|
5,376,977
|
100.0
|
%
|
$
|
4,110,308
|
76.4
|
%
|
|||||||
COST
OF GOODS SOLD
|
7,305,277
|
77.0
|
%
|
4,403,741
|
81.9
|
%
|
2,901,536
|
65.9
|
%
|
||||||||||
GROSS
PROFIT
|
2,182,008
|
23.0
|
%
|
973,236
|
18.1
|
%
|
1,208,772
|
124.2
|
%
|
||||||||||
Selling
and Marketing
|
215,776
|
2.3
|
%
|
80,761
|
1.5
|
%
|
135,015
|
167.2
|
%
|
||||||||||
General
and Administrative
|
279,120
|
2.9
|
%
|
141,594
|
2.6
|
%
|
137,526
|
97.1
|
%
|
||||||||||
Research
and Development
|
46,610
|
0.5
|
%
|
11,978
|
0.2
|
%
|
34,632
|
289.1
|
%
|
||||||||||
INCOME
FROM CONTINUING OPERATIONS
|
1,640,502
|
17.3
|
%
|
738,903
|
13.7
|
%
|
901,599
|
122.0
|
%
|
||||||||||
Government
Grants
|
23,381
|
0.2
|
%
|
-
|
0.0
|
%
|
23,381
|
100
|
%
|
||||||||||
Interest
Expense, Net
|
(615,540
|
)
|
(6.5
|
%)
|
(134,632
|
)
|
(2.5
|
%)
|
(480,908
|
)
|
357.2
|
%
|
|||||||
Forfeiture
of Customer Deposits
|
-
|
0.0
|
%
|
265,789
|
4.9
|
%
|
(265,789
|
)
|
(100.0
|
%)
|
|||||||||
Other
Income, Net
|
21,711
|
0.2
|
%
|
218
|
0.0
|
%
|
21,493
|
9,859.2
|
%
|
||||||||||
INCOME
FROM CONTINUING OPERATIONS BEFORE INCOME TAXES
|
1,070,054
|
11.3
|
%
|
870,278
|
16.2
|
%
|
199,776
|
23.0
|
%
|
||||||||||
INCOME
TAX BENEFIT
|
39,965
|
0.4
|
%
|
-
|
0.0
|
%
|
39,965
|
100
|
%
|
||||||||||
NET
INCOME FROM CONTINUING OPERATIONS
|
1,110,019
|
11.7
|
%
|
870,278
|
16.2
|
%
|
239,741
|
27.5
|
%
|
||||||||||
INCOME
FROM DISCONTINUED OPERATION
|
157
|
0.0
|
%
|
70,840
|
1.3
|
%
|
(70,683
|
)
|
(99.8
|
%)
|
|||||||||
NET
INCOME
|
$
|
1,110,176
|
11.7
|
%
|
$
|
941,118
|
17.5
|
%
|
$
|
169,058
|
18.0
|
%
|
Revenue
For
the
three months ended March 31, 2008, our revenues increased approximately 76%
from
$5,376,977 to $9,487,285 relative to the same period ended March 31, 2007.
The
biggest factor for the increase of our revenues was the increased sales of
our
go-karts.
Cost
of Sales Cost
of
sales increased from $4,403,741 for the three months ended March 31, 2007 to
$7,305,277, or approximately 66%, for the same period in 2008, reflecting the
increase in production manufacturing associated with the manufacturing of the
super-mini car during the quarter. However, in terms of cost of sales as a
percentage of net revenues, our cost of sales for this quarter in 2008 was
approximately 77% of net revenues as compared to approximately 82% 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 our purchasing power.
Gross
Profit Gross
profit increased approximately 124% from $973,236 for the three months ended
March 31, 2007 to $2,182,008 for the three months ended March 31, 2008, and
the
gross margin was increased approximately 5% compared with the same period in
2007. This increase in gross profit was primarily due to the increased revenues
and reduction in cost of sales. Moreover, the gross margin increased primarily
due to the price increases we were able to implement on some of our products
due
to higher quality and larger engines.
25
Selling
and Marketing
For the
three months ended March 31, 2008, selling and marketing expenses increased
approximately 167% from $80,761 to $215,776 relative to the three months ended
March 31, 2007. The increase was primarily due to the increase in the expansion
of the sales department as a result of the sharp increase in sales revenue.
General
and Administrative For
the
three months ended March 31, 2008, general and administrative expenses increased
approximately 97% from $141,594 to $279,120 relative to the three months ended
March 31, 2007. The increase was primarily due to an increase in the headcount
of the administration department as the Company hired new employees in order
to
manage our expansion.
Research
and Development
For the
three months ended March 31, 2008, research and development expenses increased
approximately 289% from $11,978 to $46,610 relative to the three months ended
March 31, 2007. The increase was primarily due to the continuing
efforts of the Company in improvement of our existing products.
Income
Taxes
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 was effective on January 1, 2008. However, a foreign-invested
company which registered with the PRC government before March 16, 2007 may
still
apply the former corporate income tax rules. Thus, the Company is exempt from
corporate income tax for 2008 and then is entitled to a 50% tax reduction for
2009, 2010 and 2011. As a result, the Company had an income tax benefit of
$39,965 for the three months ended March 31, 2008, compared with $0 for the
same
period in 2007.
Income
From Discontinued Operation On
May 9,
2008, we executed a share transfer agreement for the sale of our subsidiary
Zhejiang Yongkang Top Import & Export Co., Ltd. (“Dingji”). Pursuant to the
share transfer agreement, the Company agreed to sell all of its interest in
Dingji for $712,027. There was no gain or loss that resulted from the sale.
The
income (loss) from discontinued operation of Dingji was $157 and $70,840 for
the
three months ended March 31, 2008 and 2007, respectively.
Net
Income
Net income increased approximately 18% from $941,118 for the three months ended
March 31, 2008 to $1,110,176 for the three months ended March 31,
2007. This increase in net income was due primarily to the increase
in both our revenues and gross profits.
Liquidity
and Capital Resources
Cash
Flows
Three
Months ended March 31, 2008 and 2007
Net
cash
flow provided by operating activities was $2,124,901 for the three months ended
March 31, 2008 as compared to $12,724,576 in cash flow provided in operating
activities in the same period of 2007. The decrease of net cash flow
provided by operating activities was mainly due to the collection of outstanding
loans and cash flow used in expanding manufacture capacity.
26
Net
cash
flow used in investing activities was $2,464,454 for the three months ended
March 31, 2008 as compared to $4,060,956 in the same period of 2007. Cash flow
used in investing activities in the three months ended March 31, 2008 was mainly
for the issuance of notes receivable and the purchases of plant and
equipment.
Net
cash
flow used in financing activities was $1,036,708 for the three months ended
March 31, 2008, as compared to $8,457,379 in the same period of 2007. The
decrease of cash flow used in financing activities was mainly due to the receipt
of loans, the loans are used by the Company to expand our output.
Working
Capital
Our
working capital increased by $1,003,439 to $1,298,063 at March 31, 2008, as
compared to $294,624 at December 31, 2007. The increase in working
capital at March 31, 2008 was mainly the result of the Company’s expanded
capacity in the first quarter of 2008.
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. Also, from time to time, the Company may
identify new expansion opportunities for which our management may consider
seeking external funding and financing. However, as of March 31,
2008, the Company did not have any plan for additional capital through external
funding and financing.
Summary
of Significant Accounting Policies
Earnings
Per Share
Basic
earnings per share is 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 three month ended March
31, 2008 and 2007.
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.
ACCOUNTING
PRONOUNCEMENTS
In
September 2006, the Financial Accounting Standard Board (“FASB”) issued SFAS No.
157, “Fair Value Measurements,” which provides enhanced guidance for using fair
value to measure assets and liabilities. SFAS No. 157 provides a common
definition of fair value and establishes a framework to make the measurement
of
fair value in generally accepted accounting principles more consistent and
comparable. SFAS No. 157 also requires expanded disclosures to provide
information about the extent to which fair value is used to measure assets
and
liabilities, the methods and assumptions used to measure fair value, and the
effect of fair value measures on earnings. SFAS No. 157 is effective for
financial statements issued in fiscal years beginning after November 15, 2007
and to interim periods within those fiscal years. The adoption of SFAS No.
157
did not have an impact on the Company’s financial statements.
27
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
February 2007, the FASB issued SFAS No. 159, The Fair Value for Financial Assets
and Financial Liabilities. This Statement permits entities to choose to measure
financial assets and liabilities, with certain exceptions, at fair value at
specified election dates. A business entity shall report unrealized gains and
losses on items for which the fair value option has been elected in earnings
at
each subsequent reporting date. This Statement is effective as of the beginning
of an entity’s first fiscal year that begins after November 15, 2007. The
adoption of SFAS No. 159 did not have an impact on the Company’s financial
statements.
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.
28
Item
3. 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 March 31, 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.
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 quarter ended March 31, 2008 that has
materially affected, or is reasonably likely to materially affect, our internal
control over financial reporting.
29
PART
II - OTHER INFORMATION
Item
1. Legal Proceedings.
Currently
we are not aware of any litigation pending or threatened by or against the
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
|
Certification
pursuant to Rule 13a-14(a)/15d-14(a) under the Securities Exchange
Act of
1934.
|
31.2
|
Certification
pursuant to Rule 13a-14(a)/15d-14(a) 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.
|
30
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, as amended, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
KANDI
TECHNOLOGIES, CORP.
Date:
May 15, 2008
|
By:
|
/s/ Hu Xiaoming |
|
|
|
Hu
Xiaoming
President
and Chief Executive Officer
|
|
|
|||
|
|
|
|
Date:
May 15, 2008
|
By:
|
/s/ Zhu Xiaoying |
|
|
|
Zhu
Xiaoying
Chief
Financial Officer
|
|
31