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Kandi Technologies Group, Inc. - Quarter Report: 2015 September (Form 10-Q)

Kandi Technologies Group, Inc.: Form 10-Q - Filed by newsfilecorp.com

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 September 30, 2015

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 001-33997

KANDI TECHNOLOGIES GROUP, INC.
(Exact name of registrant as specified in charter)

Delaware 90-0363723
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)  

Jinhua City Industrial Zone
Jinhua, Zhejiang Province
People’s Republic of China
Post Code 321016

(Address of principal executive offices)

(86 - 579) 82239856
(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.
Yes [X]      No [  ]

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files)
Yes [X]      No [  ]

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See 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 [ X]
Non-accelerated filer   [  ] Smaller reporting company [  ]

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 November 3, 2015, the registrant had issued and outstanding 46,964,855 shares of common stock, par value $0.001 per share.


TABLE OF CONTENTS

    Page
PART I-- FINANCIAL INFORMATION 2
   
Item 1. Financial Statements 2
     
Condensed Consolidated Balance Sheets as of September 30, 2015 (unaudited) and December 31, 2014 2
     
Condensed Consolidated Statements of Income (Loss) and Comprehensive Income (Loss) (unaudited) – Three Months and Nine Months Ended September 30, 2015 and 2014 3
     
Condensed Consolidated Statements of Cash Flows (unaudited) –Nine Months Ended September 30, 2015 and 2014 4
     
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations 56
     
Item 3. Quantitative and Qualitative Disclosures about Market Risk 77
     
Item 4. Controls and Procedures 78
     
PART II-- OTHER INFORMATION  
   
Item 6. Exhibits 79

1


PART I-- FINANCIAL INFORMATION

Item 1. Financial Statements. (Unaudited)

KANDI TECHNOLOGIES GROUP, INC.
AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS

    September 30,     December 31,  
    2015     2014  
Current assets            
Cash and cash equivalents $  11,691,023   $  26,379,460  
Restricted cash   15,689,228     13,000,731  
Accounts receivable   33,912,043     15,736,805  
Inventories (net of provision for slow moving inventory of 304,677 and 315,584 as of September 30, 2015 and December 31, 2014, respectively)   31,652,659     15,403,840  
Notes receivable   18,785,582     9,060,441  
Other receivables   488,621     238,567  
Prepayments and prepaid expense   240,609     120,761  
Due from employees   41,128     34,475  
Advances to suppliers   457,782     6,901,505  
Amount due from JV Company, net   76,814,162     51,450,612  
TOTAL CURRENT ASSETS   189,772,837     138,327,197  
LONG-TERM ASSETS            
Plant and equipment, net   21,788,066     26,215,356  
Land use rights, net   14,826,253     15,649,152  
Construction in progress   56,525,652     58,510,051  
Long Term Investment   1,490,477       -    
Investment in JV Company   82,273,884     83,309,095  
Goodwill   322,591     322,591  
Intangible assets   515,830     577,401  
Other long term assets   156,892     162,509  
TOTAL Long-Term Assets   177,899,645     184,746,155  
TOTAL ASSETS $  367,672,482   $  323,073,352  
CURRENT LIABILITIES            
Accounts payables $  87,854,246   $  45,772,481  
Other payables and accrued expenses   3,362,729     5,101,740  
Short-term loans   37,340,362     35,589,502  
Customer deposits   111,314     2,630,723  
Notes payable   3,137,846     5,702,121  
Income tax payable   2,803,621     1,835,685  
Due to employees   12,862     15,787  
Deferred taxes liabilities   256,049     230,864  
Financial derivate - liability   540,299     2,245,610  
Deferred income   34,954     -  
Total Current Liabilities   135,454,282     99,124,513  
LONG-TERM LIABILITIES            
Deferred taxes liabilities   402,934     2,266,725  
Financial derivate - liability   -     10,097,275  
Total Long-Term Liabilities   402,934     12,364,000  
             
TOTAL LIABILITIES   135,857,216     111,488,513  
             
STOCKHOLDER'S EQUITY            
Common stock, $0.001 par value; 100,000,000 shares authorized; 46,964,855 and 46,274,855 shares issued and outstanding at September 30,2015 and December 31,2014, respectively   46,965     46,275  
Additional paid-in capital   202,744,428     190,258,037  
Retained earnings (the restricted portion is $4,172,324 and $4,172,324 at September 30,2015 and December 31,2014, respectively)   30,290,776     16,390,424  
Accumulated other comprehensive income(loss)   (1,266,903 )     4,890,103  
TOTAL STOCKHOLDERS' EQUITY   231,815,266     211,584,839  
             
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $  367,672,482   $  323,073,352  

See accompanying notes to condensed consolidated financial statements

2


KANDI TECHNOLOGIES GROUP, INC.
AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF INCOME (LOSS) AND
COMPREHENSIVE INCOME (LOSS)
(UNAUDITED)

    Three Months Ended     Nine Months Ended  
  September 30, 2015     September 30, 2014     September 30, 2015     September 30, 2014  
                         
REVENUES, NET $  50,528,545   $  44,206,992   $  142,273 ,091   $  117,338,351  
                         
COST OF GOODS SOLD   43,411,8 39     38,698 ,452     122,294 ,189     99,748, 314  
                         
GROSS PROFIT   7,116,706     5,508 ,540     19,978, 902     17,590, 037  
                         
OPERATING EXPENSES:                        
                         
Research and development   785,450     391,097     1,928,091     2,535,0 27  
                         
Selling and marketing   122,873     432,365     312,284     939,516  
                         
General and administrative   8,649,541     2,076,749     16,275,202     11,720,693  
                         
Total Operating Expenses   9,557,864     2,900,211     18,515,577     15,195,236  
                         
INCOME (LOSS) FROM OPERATIONS   (2,441,158 )   2,608,329     1,463,325     2,394,801  
                         
OTHER INCOME(EXPENSE):                        
                         
Interest income   1,140,756     220,91 1     2,454,0 79     1,453,0 47  
                         
Interest (expense)   (534,987 )   (932,030 )   (1,730,898 )   (2,850,341 )
                         
Change in fair value of financial instruments   3,049,242     10,187,277     11,802,586     6,814,675  
                         
Government grants   (724 )   63,584     92,139     217,284  
                         
Share of profit (loss) in associated companies   -     38,702     -     (54,290 )
Share of profit after tax of JV   1,179,605     2,038,388     1,900,128     3,757,218  
                         
Other income, net   988,224     21,814     1,094,278     141,641  
                         
Total other income (expense), net   5,822,116     11,638,646     15,612,312     9,479,234  
                         
INCOME(LOSS) BEFORE INCOME TAXES   3,380,958     14,246,975     17,075,637     11,874,035  
                         
INCOME TAX EXPENSE   (1,037,763 )   (713,273 )   (3,175,287 )   (1,269,408 )
                         
NET INCOME   2,343,195     13,533,702     13,900,350     10,604,627  
                         
OTHER COMPREHENSIVE INCOME                        
                         
Foreign currency translation   (7,098,249 )   (109,112 )   (6,157,006 )   (2,037,704 )
                         
COMPREHENSIVE INCOME(LOSS) $  (4,755,054 ) $  13,424,590   $  7,743,344   $  8,566,923  
                         
WEIGHTED AVERAGE SHARES OUTSTANDING BASIC   46,959,638     43,214,455     46,670,533     41,327,666  
                         
WEIGHTED AVERAGE SHARES OUTSTANDING DILUTED   46,959,638     43,530,185     46,945,277     41,462,490  
                         
NET INCOME PER SHARE, BASIC $  0.05   $  0.31   $  0.30   $  0.26  
                         
NET INCOME PER SHARE, DILUTED $  0.05   $  0.31   $  0.30   $  0.26  

See accompanying notes to condensed consolidated financial statements

3


KANDI TECHNOLOGIES GROUP, INC.
AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)

    Nine Months Ended  
  September 30, 2015     September 30, 2014  
             
CASH FLOWS FROM OPERATING ACTIVITIES:            
Net income $  13,900,350   $  10,604,627  
Adjustments to reconcile net income to net cash provided by operating activities        
Depreciation and amortization   4,388,902     4,157,606  
Assets Impairments   -        
Deferred taxes   (1,854,863 )   808,725  
Change in fair value of financial instruments   (11,802,586 )   (6,814,675 )
Loss (income) in investment in associated companies   -     54,290  
Share of loss after tax of JV Company   (1,900,128 )   (3,757,218 )
Stock Compensation cost   12,486,881     -  
             
Changes in operating assets and liabilities, net of effects of acquisition:        
(Increase) Decrease In:            
Accounts receivable   (19,286,512 )   17,190,113  
Inventories   (17,289,849 )   (5,480,008 )
Other receivables   (298,976 )   105,092  
Due from employee   (10,535 )   413,441  
Prepayments and prepaid expenses   6,265,899     (49,927,475 )
Amount due from JV Company   (27,964,497 )   (49,177,160 )
             
Increase (Decrease) In:            
Accounts payable   44,980,746     32,911,627  
Other payables and accrued liabilities   (1,302,135 )   2,441,464  
Customer deposits   (2,502,087 )   108,031  
Income Tax payable   1,062,643     (36,060 )
Net cash (used in ) provided by operating activities $  (1,126,747 ) $  (46,397,580 )
             
CASH FLOWS FROM INVESTING ACTIVITIES:            
(Purchases)/Disposal of plant and equipment, net   (408,850 )   (813,246 )
Purchases of land use rights   -     (1,667,986 )
Purchases of construction in progress   (39,054 )   (39,283 )
Disposal of associated company   -     (96,268 )
Issuance of notes receivable   (72,040,444 )   (21,698,986 )
Repayment of notes receivable   61,697,894     29,344,951  
Long Term Investment   (1,535,651 )   -  
Net cash provided by (used in) investing activities $  (12,326,105 ) $  5,029,182  
             
CASH FLOWS FROM FINANCING ACTIVITIES:            
 Restricted cash   (3,232,950 )   (13,006,018 )
 Proceeds from short-term bank loans   30,583,709     28,616,816  
 Repayments of short-term bank loans   (27,512,406 )   (39,998,504 )
 Proceeds from notes payable   9,860,498     13,007,644  
 Repayment of notes payable   (12,299,436 )   (16,584,746 )
 Option exercise‚stock awards & other financing   -     6,429,622  
 Warrant exercise   -     22,447,914  
 Common stock issued for acquisition, net of cost of capital   -     78,155,627  
 Net cash (used in) provided by financing activities $  (2,600,585 ) $  79,068,355  
             
NET INCREASE IN CASH AND CASH EQUIVALENTS   (16,053,437 )   37,699,957  
Effect of exchange rate changes on cash   1,365,000     (961,614 )
Cash and cash equivalents at beginning of year   26,379,460     12,762,369  
             
CASH AND CASH EQUIVALENTS AT END OF PERIOD   11,691,023     49,500,712  
             
SUPPLEMENTARY CASH FLOW INFORMATION            
Income taxes paid   1,794,115     1,305,468  
Interest paid   1,718,257     1,748,140  

See accompanying notes to condensed consolidated financial statements

4


NOTE 1 - ORGANIZATION AND PRINCIPAL ACTIVITIES

Kandi Technologies Group, Inc. (“Kandi Technologies”) was incorporated under the laws of the State of Delaware on March 31, 2004. Kandi Technologies changed its name from Stone Mountain Resources, Inc. to Kandi Technologies, Corp. on August 13, 2007. On December 21, 2012, Kandi Technologies changed its name to Kandi Technologies Group, Inc. As used herein, the term the “Company” means Kandi Technologies and its operating subsidiaries, as described below.

Headquartered in the Jinhua city, Zhejiang Province, China, the Company is one of China’s leading producers and manufacturers of electrical vehicle products, electrical vehicle parts and off-road vehicles for sale in the People’s Republic of China (the “PRC”) and global markets. The Company conducts its primary business operations through its wholly-owned subsidiary, Zhejiang Kandi Vehicles Co., Ltd. (“Kandi Vehicles”), and the partial and wholly-owned subsidiaries of Kandi Vehicles.

The Company’s organizational chart is as follows:

5


Operating Subsidiaries:

Pursuant to relevant agreements executed in January 2011, Kandi Vehicles is entitled to 100% of the economic benefits, voting rights and residual interests (100% the profits and losses) of Jinhua Kandi New Energy Vehicles Co., Ltd. (“Kandi New Energy”), a company in which Kandi Vehicles has a 50% interest. Kandi New Energy was established in accordance with relevant Chinese government regulations on automobile manufacturing enterprises, which prohibit foreign ownership of greater than 50%. Mr. Hu Xiaoming owns the other 50%, which he entrusted to Kandi Vehicles to manage. Kandi New Energy currently holds vehicle production rights (a PRC license) to manufacture Kandi-brand electric utility vehicles (“Special-purpose Vehicles”) and production rights (a PRC license) to manufacture battery packs used in Kandi-brand electric vehicles (“EVs”). Kandi New Energy supplies battery packs for Kandi-brand EVs.

6


In April 2012, pursuant to the agreement, the Company acquired 100% of YongkangScrou Electric Co, Ltd. (“YongkangScrou”), a manufacturer of automobile and EV parts, including EV drive motors, EV controllers, air conditioners and other electrical products, that are sold primarily to the JV Company (defined below).

As a part of the Company’s EV business strategy, the Company believes it needs more production resources to timely and efficiently satisfy the market demands. In March 2013, pursuant to a joint venture agreement (the “JV Agreement”) entered into by and between Kandi Vehicles and Shanghai Maple Guorun Automobile Co., Ltd. (“Shanghai Guorun”), a 99%-owned subsidiary of Geely Automobile Holdings Ltd. (“Geely”), the parties established Zhejiang Kandi Electric Vehicles Co., Ltd. (the “JV Company”) to develop, manufacture and sell EVs and related auto parts, and to invest in other companies with related or similar businesses. Each of Kandi Vehicles and Shanghai Guorun holds a 50% ownership interest in the JV Company. In March 2014, the JV Company changed its name to Kandi Electric Vehicles Group Co., Ltd. At present, the JV Company is a holding company with products manufactured by its subsidiaries.

In March 2013, Kandi Vehicles formed Kandi Electric Vehicles (Changxing) Co., Ltd. (“Kandi Changxing”) in the Changxing (National) Economic and Technological Development Zone. Kandi Changxing is engaged in the production of EVs. In the fourth quarter of 2013, Kandi Vehicles entered into a share transfer agreement with the JV Company pursuant to which Kandi Vehicles transferred 100% of its ownership in Kandi Changxing to the JV Company. The Company, indirectly through its 50% ownership interest in the JV Company, has a 50% economic interest in Kandi Changxing.

In April 2013, Kandi Electric Vehicles (Wanning) Co., Ltd. (“Kandi Wanning”) was formed in Wanning City of Hainan Province by Kandi Vehicles and Kandi New Energy. Kandi Vehicles has a 90% ownership in Kandi Wanning, and Kandi New Energy has the remaining 10% interest. However, by contract, Kandi Vehicles is, effectively, entitled to 100% of the economic benefits, voting rights and residual interests (100% of the profits and losses) of Kandi Wanning.

In July 2013, Zhejiang ZuoZhongYou Electric Vehicle Service Co., Ltd. (the “Service Company”) was formed. The Service Company is engaged in various pure EV leasing businesses. The JV Company had a 19% ownership interest in the Service Company. In August 2015, because the Service Company started to prepare for Initial Pricing Offering, the JV Company transferred its shares of the Service Company to Shanghai Guorun and Kandi Vehicles for 9.5% respectively. As the result, the Company has the direct economic interest of 9.5% of the Service Company through Kandi Vehicles.

7


In November 2013, Zhejiang Kandi Electric Vehicles Jinhua Co., Ltd. (“Kandi Jinhua”) was formed by the JV Company. The JV Company has 100% ownership interest in Kandi Jinhua, and the Company, indirectly through its 50% ownership interest in the JV Company, has a 50% economic interest in Kandi Jinhua. According to the terms of the JV Agreement, except through the JV Company and its subsidiaries, Kandi Vehicle and its subsidiaries will not manufacture pure EVs. However, Kandi New Energy holds the production rights (a PRC license) to manufacture of Special-purpose Vehicles. Therefore, it was necessary to establish Kandi Jinhua, which is in charge of the Special-purpose Vehicle business and entitled to use Kandi New Energy’s Special-purpose Vehicle production rights (license).

In November 2013, Zhejiang JiHeKang Electric Vehicle Sales Co., Ltd. (“JiHeKang”) was formed by the JV Company and is engaged in the EV car sales business. The JV Company has 100% ownership interest in JiHeKang, and the Company, indirectly through its 50% ownership interest in the JV Company, has a 50% economic interest in JiHeKang.

In December 2013, the JV Company entered into an ownership transfer agreement with Shanghai Guorun pursuant to which the JV Company acquired 100% ownership of Kandi Electric Vehicles (Shanghai) Co., Ltd. (“Kandi Shanghai”). As a result, Kandi Shanghai is a wholly-owned subsidiary of the JV Company, and the Company, indirectly through its 50% ownership interest in the JV Company, has a 50% economic interest in Kandi Shanghai. Kandi Shanghai is mainly engaged in EV research and development, manufacturing and sales.

In January 2014, Zhejiang Kandi Electric Vehicles Jiangsu Co., Ltd. (“Kandi Jiangsu”) was formed by the JV Company. The JV Company has a 100% ownership interest in Kandi Jiangsu, and the Company, indirectly through its 50% ownership interest in the JV Company, has a 50% economic interest in Kandi Jiangsu. Kandi Jiangsu is mainly engaged in EV research and development, manufacturing and sales.

The Company’s primary business operations are the design, development, manufacturing and commercialization of EV products, EV parts, and off-road vehicles. As part of its strategic objective to become a leading manufacturer of EV products and related services, the Company has increased its focus on fuel efficient, pure EV products with a particular emphasis on expanding its market share in China.

8


NOTE 2 – LIQUIDITY

The Company had a working capital surplus of $54,318,555 as of September 30, 2015, an increase of $15,115,871 from $39,202,684 as of December 31, 2014.

As of September 30, 2015, the Company had credit lines from commercial banks of $37,340,362. The Company believes that its cash flows generated internally may not be sufficient to support the growth of future operations and to repay short-term bank loans for the next twelve (12) months. However, the Company believes its cash reserves and its access to existing financing sources, including established relationships with PRC banks, will enable it to fund its ongoing operations.

The Company has historically financed its operations through short-term commercial bank loans from PRC banks. The term of these loans is typically for one year, and upon the payment of all outstanding principal and interest in a particular loan, the banks have typically rolled over the loan for an additional one-year term, with adjustments made to the interest rate to reflect prevailing market rates. The Company believes this situation has not changed and that short-term bank loans remain available on normal trade terms if needed.

On March 24, 2014, the Company raised approximately $11.05 million from the sale to two institutional investors of an aggregate of 606,000 shares of its common stock at a price of $18.24 per share. As part of the transaction, the Company also issued to the investors warrants for the purchase of up to 90,900 shares of common stock at an exercise price of $22.80 per share, with a term of 18 months from the date of issuance. On July 25, 2015, the Company adjusted the warrant exercise price to $9.72 per share in connection with the grant of employee stock options that triggered the warrant exercise price adjustment term according to the warrant agreement. On August 8, 2015, the Company extended the expiration date of these warrants from September 21, 2015 to January 20, 2016.

On September 4, 2014, the Company raised approximately $71.00 million before deducting fees to the placement agent and other offering expenses incurred from the sale to six institutional investors of an aggregate of 4,127,908 shares of its common stock at a price of $17.20 per share. As part of the transaction terms, the Company also issued to the investors warrants for the purchase of up to 743,024 shares of common stock at an exercise price of $21.50 per share, with a term of 17 months from the date of issuance. On July 25, 2015, the Company adjusted the warrant exercise price to $9.72 per share as a result of the grant of employee stock options that triggered the warrant exercise price adjustment term according to the warrant agreement. On August 8, 2015, the Company extended the expiration date of these warrants from February 4, 2016 to June 3, 2016.

9


NOTE 3 - BASIS OF PRESENTATION

The Company maintains its general ledger and journals with the accrual method accounting for financial reporting purposes. The financial statements and notes are representations of management. Accounting policies adopted by the Company conform to generally accepted accounting principles in the United States (“U.S. GAAP”) and have been consistently applied in the presentation of the Company’s financial statements.

The financial information included herein for the three-month and nine-month period ended September 30, 2015 and 2014 are unaudited; however, such information reflects all adjustments, consisting of normal recurring adjustments, that are, in the opinion of management, necessary for a fair presentation of the Company’s condensed consolidated financial statements for these interim periods.

The results of operations for the three-month and nine-months ended September 30, 2015 are not necessarily indicative of the results expected for the entire fiscal year ending December 31, 2015.

NOTE 4 – PRINCIPLES OF CONSOLIDATION

The consolidated financial statements reflect the accounts of the Company and its ownership interest in following subsidiaries:

(i)

Continental, a wholly-owned subsidiary of the Company;

   
(ii)

Kandi Vehicles, a wholly-owned subsidiary of Continental;  

   
(iii)

Kandi New Energy, a 50% owned subsidiary of Kandi Vehicles. Pursuant to relevant agreements executed in January 2011, Kandi Vehicles is entitled to 100% of the economic benefits, voting rights and residual interests of Kandi New Energy;

   
(iv) 

YongkangScrou, a wholly-owned subsidiary of Kandi Vehicles; and

   
(v)

Kandi Wanning, a subsidiary 10% owned by Kandi New Energy and 90% owned by Kandi Vehicles.

10


All inter-company accounts and transactions have been eliminated in consolidation.

Equity Method Investees

The consolidated net income also includes the Company’s proportionate share of the net income or loss of its equity method investees as following:

(i)

The JV Company, a 50% owned subsidiary of Kandi Vehicles;

 

(ii)

Kandi Changxing, a wholly-owned subsidiary of the JV Company. The Company, indirectly through its 50% ownership interest in the JV Company, has a 50% economic interest;

 

(iii)

Kandi Jinhua, a wholly-owned subsidiary of the JV Company. The Company, indirectly through its 50% ownership interest in the JV Company, has a 50% economic interest;

 

(iv)

JiHeKang, a wholly-owned subsidiary of the JV Company. The Company, indirectly through its 50% ownership interest in the JV Company, has a 50% economic interest;

 

(v)

Kandi Shanghai, a wholly-owned subsidiary of the JV Company. The Company, indirectly through its 50% ownership interest in the JV Company, has a 50% economic interest;

 

(vi)

Kandi Jiangsu, a wholly-owned subsidiary of the JV Company. The Company, indirectly through its 50% ownership interest in the JV Company, has a 50% economic interest.

All intra-entity profits and losses with the Company’s equity method investees have been eliminated.

NOTE 5 – USE OF ESTIMATES

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the consolidated financial statements, and the reported amounts of revenue and expenses during the reporting period. Management makes these estimates using the best information available at the time the estimates are made. However, actual results when ultimately realized could differ from those estimates.

11


NOTE 6 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

(a)  Economic and Political Risks

The Company’s operations are conducted in the PRC. As a result, the Company’s business, financial condition and results of operations may be influenced by the political, economic and legal environments in the PRC, and by the general state of the PRC economy. In addition, the Company’s earnings are subject to movements in foreign currency exchange rates when transactions are denominated in Renminbi (“RMB”), which is the Company’s functional currency. Accordingly, the Company’s operating results are affected by changes in the exchange rate between the U.S. dollar and the RMB.

The Company’s operations in the PRC are subject to special considerations and significant risks not typically associated with companies in North America and Western Europe. These include risks associated with, among others, the political, economic and legal environment and foreign currency exchange. The Company’s performance may be adversely affected by changes in the political and social conditions in the PRC, and by changes in governmental policies with respect to laws and regulations, anti-inflationary measures, currency conversion, remittances abroad, and rates and methods of taxation, among other things.

(b)  Fair Value of Financial Instruments

ASC 820 establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy prioritizes the inputs into three levels based on the extent to which inputs used in measuring fair value are observable in the market.

These tiers include:

Level 1—defined as observable inputs such as quoted prices in active markets;

Level 2—defined as inputs other than quoted prices in active markets that are either directly or indirectly observable; and

Level 3—defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions.

12


As of September 30, 2015, the Company’s assets, measured at fair value, on a recurring basis, subject to the disclosure requirements of ASC 820, were as follows:

  Fair Value
Measurements at
Reporting Date
Using Quoted
Prices in Carrying
Value as of
September 30, 2015
    Active
Markets for
Identical
Assets
(Level 1)
  Significant
Other
Observable
Inputs
(Level 2)
  Significant
Unobservable
Inputs
(Level 3)
Cash and cash equivalents $  11,691,023   $  11,691,023     -     -  
                         
Restricted cash   15,689,228     15,689,228     -     -  
                         
Warrants $  540,299     -     -     540,299  

Cash and cash equivalents consist primarily of highly-rated money market funds at a number of well-known institutions with original maturities of three months or less. Restricted cash represents time deposits on account, some of which are used to secure short-term bank loans and notes payable. The original cost of these assets approximates fair value due to their short term maturity.

Warrants, which are accounted as liabilities, are treated as derivative instruments, and are measured at each reporting date for their fair value using Level 3 inputs. Also see Note 6 (t).

(c)  Cash and Cash Equivalents

The Company considers highly-liquid investments purchased with original maturities of three months or less to be cash equivalents.

13


Restricted cash, as of September 30, 2015 and December 31, 2014, represented time deposits on account, some of which were used to secure short-term bank loans and notes payable. As of September 30, 2015, the Company’s restricted cash was $15,689,228.

(d)  Inventories

Inventories are stated at the lower of cost or net realizable value (market value). The cost of raw materials is determined on the basis of weighted average. The cost of finished goods is determined on the weighted average basis and comprises direct materials, direct labor and an appropriate proportion of overhead.

Net realizable value is based on estimated selling prices less selling expenses and any further costs expected to be incurred for completion. Adjustments to reduce the cost of inventory to its net realizable value are made, if required, for estimated excess, obsolescence, or impaired balances.

(e)  Accounts Receivable

Accounts receivable are recognized and carried at net realizable value. An allowance for doubtful accounts is recorded in periods in which the Company determines a loss is probable, based on its assessment of specific factors, such as troubled collections, historical experience, accounts aging, ongoing business relations and other factors. Accounts are written off after an exhaustive collection effort. If accounts receivable are to be provided for, or written off, they are recognized in the consolidated statement of operations within the operating expenses line item. As of September 30, 2015 and December 31, 2014, the Company had no allowance for doubtful accounts, as per the management’s judgment based on their best knowledge.

As of September 30, 2015 and December 31, 2014, the credit terms with the Company’s customers were typically 90 to 120 days after delivery.

(f)  Notes receivable

Notes receivable represent short-term loans to third parties with the maximum term of one year. Interest income will be recognized according to each agreement between a borrower and the Company on an accrual basis. If notes receivable are paid back, or written off, that transaction will be recognized in the relevant year. If the loan default is probable, reasonably assured and the loss can be reasonably estimated, the Company will recognize income if the written-off loan is recovered at a future date. In case of any foreclosure proceedings or legal actions being taken, the Company provides an accrual for the related foreclosure expenses and related litigation expenses.

14


(g)  Prepayments

Prepayments represent cash paid in advance to suppliers, which also includes advances to raw material suppliers, mold manufacturers, and suppliers of equipment.

Advances for raw materials purchases typically are settled within two months by the Company’s receipt of raw materials. Prepayment is offset against purchase amount after equipment or materials are delivered.

(h)  Plant and Equipment

Plant and equipment are carried at cost less accumulated depreciation. Depreciation is provided over the assets estimated useful lives, using the straight-line method. Leasehold improvements are amortized over the life of the asset or the term of the lease, whichever is shorter. Estimated useful lives are as follows:

Buildings 30 years
Machinery and equipment 10 years
Office equipment 5 years
Motor vehicles 5 years
Molds 5 years

The cost and related accumulated depreciation of assets sold or otherwise retired are eliminated from the accounts and any gain or loss is included in the statement of income. The cost of maintenance and repairs is charged to expense as incurred, whereas significant renewals and betterments are capitalized.

(i)  Construction in Progress

Construction in progress represents the direct costs of construction, the acquisition cost of buildings or machinery and design fees. Capitalization of these costs ceases, and the construction in progress is transferred to plant and equipment, when substantially all the activities necessary to prepare the assets for their intended use are completed. No depreciation is provided until the assets are completed and ready for their intended use.

15


(j)  Long Term Investment

Long Term Investment will be recorded at cost. For investments using the cost method, the Company recognizes, initially at cost, investments in stock of investees as assets on the statement of financial position. The value of the investment in stock accounted for under the cost method may lose its value because of a series of operating losses or other factors. We evaluate our long term investments for indicators of possible impairment when events or changes in circumstances indicate the carrying amount of long term investments may not be recoverable. Impairment exists if the carrying amounts of such assets exceed the estimates of future net undiscounted cash flows expected to be generated by such investments. Should impairment exist, the impairment loss would be measured based on the excess carrying value of the asset over the investment’s estimated fair value.

As at the end of September 30, 2015, the Company did not record any material impairment losses on our long term investment.

(k)  Land Use Rights

According to Chinese laws, land in the PRC is owned by the government and land ownership rights cannot be sold to an individual or to a private company. However, the government grants the user a “land use right” to use the land. The land use rights granted to the Company are being amortized using the straight-line method over a term of fifty years.

(l)  Accounting for the Impairment of Long-Lived Assets

The Company periodically evaluates the carrying value of long-lived assets to be held and used, including intangible assets subject to amortization, when events and circumstances warrant such a review, pursuant to the guidelines established in Statement of Financial Accounting Standards (“SFAS”) No. 144 (now known as “ASC 360”). The carrying value of a long-lived asset is considered impaired when the anticipated undiscounted cash flow from such asset is separately identifiable and is less than its carrying value. In that event, a loss is recognized based on the amount by which the carrying value exceeds the fair market value of the long-lived asset. Fair market value is determined primarily using the anticipated cash flows discounted at a rate commensurate with the risk involved. Losses on long-lived assets to be disposed of are determined in a similar manner, except that fair market values are reduced for the cost to dispose.

16


During the three-month and nine-month periods ended September 30, 2015, no impairment loss was recognized.

(m)  Revenue Recognition

Revenue represents the invoiced value of goods sold. Revenue is recognized when the Company ships the goods to its customers and all of the following criteria are met:

  Persuasive evidence of an arrangement exists;
  Delivery has occurred or services have been rendered;
  The seller’s price to the buyer is fixed or determinable; and
  Collectability is reasonably assured.

The Company recognized revenue when the products and the risk they carry are transferred to the other party.

(n)  Research and Development

Expenditures relating to the development of new products and processes, including significant improvements to existing products, are expensed as incurred. Research and development expenses were $785,450 and $391,097 for the three months ended September 30, 2015 and 2014, respectively. Research and development expenses were $1,928,091 and $2,535,027 for the nine months ended September 30, 2015 and 2014, respectively.

(o)  Government Grants

Grants and subsidies received from the PRC Government are recognized when the proceeds are received or collectible.

For the three months ended September 30, 2015 and 2014, $-724 (due to the change resulting from the RMB depreciation against the US dollars) and $63,584, respectively, was received. For the nine months ended September 30, 2015 and 2014, $92,139 and $217,284 was, respectively, received.

(p)  Income Taxes

The Company accounts for income tax using an asset and liability approach, which allows for the recognition of deferred tax benefits in future years. Under the asset and liability approach, deferred taxes are provided for the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. The accounting for deferred tax calculation represents the management’s best estimate on the most likely future tax consequences of events that have been recognized in our financial statements or tax returns and related future anticipation. A valuation allowance is provided for deferred tax assets if it is more likely than not these items will either expire before the Company is able to realize their benefits, or that future realization is uncertain.

17


(q)  Foreign Currency Translation

The accompanying consolidated financial statements are presented in United States dollars. The functional currency of the Company is the Renminbi (RMB). Capital accounts of the consolidated financial statements are translated into United States dollars from RMB at their historical exchange rates when the capital transactions occurred.

Assets and liabilities are translated at the exchange rates as of balance sheet date. Income and expenditures are translated at the average exchange rate of the reporting period, which rates are obtained from the website: http://www.oanda.com

September 30,
2015
December 31,
2014
September 30,
2014
Period end RMB : USD exchange rate 6.37380 6.15350 6.15600
Average RMB : USD exchange rate 6.18630 6.14821 6.15023

(r)  Comprehensive Income

Comprehensive income is defined to include all changes in equity except those resulting from investments by owners and distributions to owners. Among other disclosures, all items that are required to be recognized under current accounting standards as components of comprehensive income are required to be reported in a financial statement that is presented with the same prominence as other financial statements. Comprehensive income includes net income and the foreign currency translation changes.

(s)  Segments

In accordance with ASC 280-10, Segment Reporting, the Company’s chief operating decision makers rely upon the consolidated results of operations when making decisions about allocating resources and assessing performance of the Company. As a result of the assessment made by the chief operating decision makers, the Company has only one single operating segment. The Company does not distinguish between markets or segments for the purpose of internal reporting.

18


(t)  Stock Option Expenses

The Company’s stock option expenses are recorded in accordance with ASC 718,Compensation — Stock Compensation, and ASC 505, Equity.

The fair value of stock options is estimated using the Black-Scholes-Merton model. The Company’s expected volatility assumption is based on the historical volatility of the Company’s common stock. The expected life assumption is primarily based on the expiration date of the option. The risk-free interest rate for the expected term of the option is based on the U.S. Treasury yield curve in effect at the time of grant.

The recognition of the stock option expenses is based on awards expected to vest, and there were no estimated forfeitures. ASC standards require forfeitures to be estimated at the time of grant and revised in subsequent periods, if necessary, if actual forfeitures differ from those estimates.

The stock-based option expenses for the three months and nine months ended September 30, 2015 were 6,109,666 and $8,146,221, respectively. See Note 21.

(u)  Warrant Costs

The Company’s warrant costs are recorded in liabilities and equities, respectively, in accordance with ASC 480, Distinguishing Liabilities From Equity, ASC 505, Equity, and ASC 815, Derivatives and Hedging.

The fair value of a warrant, which is classified as a liability, is estimated using the Black-Scholes-Merton model and the lattice valuation model. The Company’s expected volatility assumption is based on the historical volatility of the Company’s common stock. The expected life assumption is primarily based on the expiration date of the warrant. The risk-free interest rate for the expected term of the warrant is based on the U.S. Treasury yield curve in effect at the time of measurement. The warrants, which are freestanding derivatives and are classified as liabilities on the balance sheet, will be measured at fair value on each reporting date, with decreases in fair value recognized in earnings and increases in fair values were recognized in expenses.

The fair value of equity-based warrants, which are not considered derivatives under ASC 815, is estimated using the Black-Scholes-Merton model. The Company’s expected volatility assumption is based on the historical volatility of the Company’s common stock. The expected life assumption is primarily based on the expiration date of the warrant. The risk-free interest rate for the expected term of the option is based on the U.S. Treasury yield curve in effect at the time of grant.

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(v)  Goodwill

The Company allocates goodwill from business combinations to reporting units based on the expectation that the reporting unit is to benefit from the business combination. The Company evaluates its reporting units on an annual basis and, if necessary, reassigns goodwill using a relative fair value allocation approach. Goodwill is tested for impairment at the reporting unit level on an annual basis and between annual tests if an event occurs or circumstances change that would more likely than not reduce the fair value of a reporting unit below its carrying value. These events or circumstances could include a significant change in the business climate, legal factors, operating performance indicators, competition, or sale or disposition of a significant portion of a reporting unit.

Application of the goodwill impairment test requires judgments, including the identification of reporting units, assignment of assets and liabilities to reporting units, assignment of goodwill to reporting units, and the determination of the fair value of each reporting unit. The Company first assesses qualitative factors to determine whether it is more likely than not that goodwill is impaired. If the more likely than not threshold is met, the Company performs a quantitative impairment test.

As of September 30, 2015, the Company determined that its goodwill was not impaired.

(w)  Intangible assets

Intangible assets consist of tradenames and customer relations associated with the purchase price from the allocation of Yongkang Scrou. Such assets are being amortized over their estimated useful lives of 9.7 years. Intangible assets were straight-line amortized as of September 30, 2015.

(x)  Accounting for Sale of Common Stock and Warrants

Gross proceeds are first allocated according to the initial fair value of the freestanding derivative instruments (i.e. the warrants issued to the Company’s investors in its previous offerings or the “Investor Warrants”). The remaining proceeds are allocated to common stock. The related issuance expenses, including the placement agent cash fees, legal fees, the initial fair value of the warrants issued to the placement agent and others were allocated between the common stock and the Investor Warrants based on how the proceeds are allocated to these instruments. Expenses related to the issuance of common stock were charged to paid-in capital. Expenses related to the issuance of derivative instruments were expensed upon issuance.

20


NOTE 7 – NEW ACCOUNTING PRONOUNCEMENTS

The Financial Accounting Standards Board (“FASB”) has issued Accounting Standards Update (“ASU”) No. 2015-01 “Simplifying Income Statement Presentation by Eliminating the Concept of Extraordinary Items”. The objective is to reduce the cost and complexity of income statement presentation by eliminating the concept of extraordinary items while maintaining or improving the usefulness of the information provided to the users of financial statements. The extraordinary items must meet two criteria: unusual nature and infrequency of occurrence. If an event or transaction meets the criteria for extraordinary classification, an entity is required to segregate the extraordinary item from the results of ordinary operations and show the item separately in the income statement, net of tax, after income from continuing operations. The entity also is required to disclose applicable income taxes and either. This amendment will be effective for annual periods, and interim periods within those annual periods, beginning after December 15, 2015. The Board decided to permit early adoption provided that the guidance is applied from the beginning of the fiscal year of adoption.

The FASB has issued ASU No. 2015-03 “Simplifying the Presentation of Debt Issuance Costs”. The objective is to require that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts. The recognition and measurement guidance for debt issuance costs are not affected by the amendments in this Update. For public business entities, the amendments in this Update are effective for financial statements issued for fiscal years beginning after December 15, 2015, and interim periods within those fiscal years. For all other entities, the amendments in this Update are effective for financial statements issued for fiscal years beginning after December 15, 2015, and interim periods within fiscal years beginning after December 15, 2016. Early adoption of the amendments in this Update is permitted for financial statements that have not been previously issued.

The FASB has issued ASU No. 2015-05 “Intangibles-Goodwill and Other-Internal-Use Software”. The objective is to provide a guidance about whether a cloud computing arrangement includes a software license. If a cloud computing arrangement includes a software license, then the customer should account for the software license element of the arrangement consistent with the acquisition of other software licenses. If a cloud computing arrangement does not include a software license, the customer should account for the arrangement as a service contract. The amendment will not change GAAP for a customer accounting for service contracts. In addition, the guidance in this Update supersedes paragraph 350-40-25-16. Consequently, all software licenses within the scope of Subtopic 350-40 will be accounted for consistent with other licenses of intangible assets. For public business entities, the FASB decided that the amendments will be effective for annual periods, including interim periods within those annual periods, beginning after December 15, 2015. For all other entities, the amendment will be effective for annual periods beginning after December 15, 2015, and interim periods in annual periods beginning after December 15, 2016. Early adoption is permitted for all entities.

21


The FASB has issued ASU No. 2015-07 “Topic 820, Fair Value Measurement”, which permits a reporting entity, as a practical expedient, to measure the fair value of certain investments using the net asset value per share of the investment. The amendments in this Update remove the requirement to categorize within the fair value hierarchy all investments for which fair value is measured using the net asset value per share practical expedient. The amendments also remove the requirement to make certain disclosures for all investments that are eligible to be measured at fair value using the net asset value per share practical expedient. Rather, those disclosures are limited to investments for which the entity has elected to measure the fair value using that practical expedient. The amendments in this Update apply to reporting entities that elect to measure the fair value of an investment within the related scope by using the net asset value per share (or its equivalent) practical expedient.

The FASB has issued No. 2015-10 “Technical Corrections and Improvements”, which aims to address feedback received from stakeholders on the Codification and make improvements to GAAP. The amendments in this Update represent changes to clarify the Codification, correct unintended application of guidance, or make minor improvements to the Codification that are not expected to have a significant effect on current accounting practice or create a significant administrative cost to most entities. Some of the amendments will make the Codification easier to understand and apply by eliminating inconsistencies, providing needed clarifications, and improving the presentation of guidance in the Codification. The amendments in this Update will apply to all reporting entities within the scope of the affected accounting guidance. The amendments in this Update are effective for all entities for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2015. Early adoption is permitted.

22


The FASB has issued No. 2015-11“Topic 330,Inventory”, which aims to simplify the measurement of inventory by changing the subsequent measurement guidance from the lower of cost or market to the lower of cost and net realizable value for inventory within the scope of this Update. The amendments in this Update do not apply to inventory that is measured using last-in, first-out (LIFO) or the retail inventory method. The amendments apply to all other inventory, which includes inventory that is measured using first-in, first-out (FIFO) or average cost. An entity should measure inventory within the scope of this Update at the lower of cost and net realizable value. Subsequent measurement is unchanged for inventory measured using LIFO or the retail inventory method. For public business entities, the amendments in this Update are effective for fiscal years beginning after December 15, 2016, including interim periods within those fiscal years. For all other entities, the amendments in this Update are effective for fiscal years beginning after December 15, 2016, and interim periods within fiscal years beginning after December 15, 2017.

The FASB has issued No. 2015-14“Topic 606, Revenue from Contracts with Customers”, which aims to respond to stakeholders’ requests to defer the effective date of the guidance in Update 2014-09 and to consider feedback received through extensive outreach with preparers, practitioners, and users of financial statements. The amendments in this Update defer the effective date of Update 2014-09 for all entities by one year. Public business entities, certain not-for-profit entities, and certain employee benefit plans should apply the guidance in Update 2014-09 to annual reporting periods beginning after December 15, 2017, including interim reporting periods within that reporting period. Earlier application is permitted only as of annual reporting periods beginning after December 15, 2016, including interim reporting periods within that reporting period.

Other accounting standards that have been issued or proposed by the FASB or other standards-setting bodies that do not require adoption until a future date are not expected to have a material impact on the Company’s consolidated financial statements upon adoption.

NOTE 8 – CONCENTRATIONS

(a)  Customers

For the nine-month period ended September 30, 2015, the Company’s major customers, each of whom accounted for more than 10% of the Company’s consolidated revenue, were as follows:

23



    Sales       Accounts Receivable    
    Nine Months     Nine Months              
    Ended     Ended              
    September 30     September 30     September 30     December 31  
Major Customers   2015     2014     2015     2014  
Kandi Electric Vehicles (Shanghai) Co., Ltd.   29%     21%     22%     16%  
Kandi Electric Vehicles (Changxing) Co., Ltd.   29%     44%     3%     17%  
Kandi Electric Vehicles Group Co., Ltd.   17%     -     28%     -  
Zhejiang Zuozhongyou Electric Vehicle Service Co., Ltd.   10%     -     11%     -  
Shanghai Maple Auto Co., Ltd   -     15%     -     3%  

For the three-month period ended September 30, 2015, the Company’s major customers, each of whom accounted for more than 10% of the Company’s consolidated revenue, were as follows:

    Sales     Accounts Receivable  
    Three Months     Three Months              
    Ended     Ended              
    September 30     September 30     September 30      December 31   
Major Customers   2015     2014     2015     2014  
Kandi Electric Vehicles Group Co., Ltd.   44%     -     28%     -  
Kandi Electric Vehicles (Changxing) Co., Ltd.   13%     49%     3%     17%  
Kandi Electric Vehicles (Shanghai) Co., Ltd.   13%     30%     22%     16%  

Both Kandi Changxing and Kandi Shanghai are wholly-owned subsidiaries of the JV Company. The Company indirectly has a 50% economic interest in each of Kandi Changxing and Kandi Shanghai through its 50% ownership interest in the JV Company. For the nine months ended September 30, 2015, the Company sold $ 42,815,210 and $ 42,882,613 of battery packs, body parts, motors, air conditioning units, and other auto parts to Kandi Changxing and Kandi Shanghai, respectively. For the three months ended September 30, 2015, the Company sold $7,225,901 and $7,187,811 of battery packs, body parts, motors, air conditioning units, and other auto parts to Kandi Changxing and Kandi Shanghai, respectively. The balances due from both Kandi Changxing and Kandi Shanghai were included in amount due from JV Company, net on the Company’s balance sheets. See Note 24.

24


The Company has 9.5% direct economic interest of the Service Company. For the three months ended September 30, 2015, the Company has the sales of $1,116,097 from the Service Company. For the nine months ended September 30, 2015, the Company has the sale of $ 14,611,084, respectively, of EV Parts to the Service Company and the balance due from it was $ 9,891,440 at September 30, 2015.

(b)  Suppliers

For the nine-month period ended September 30, 2015, the Company’s material suppliers, each of whom accounted for more than 10% of the Company’s total purchases, were as follows:

    Purchases              Accounts Payable  
Major Suppliers   Nine Months
Ended
September, 30
2015
    Nine Months
Ended
September, 30
2014
    September, 30
2015
    December, 31
2014
 
Zhejiang Tianneng Energy Technology Co., Ltd.   24%     -     29%     -  
Dongguan Chuangming Battery Technology Co., Ltd.   17%     -     12%     -  
Zhejiang Xinneng Automotive Systems Co. Ltd.   16%     16%     -     12%  
Shandong Henyuan New Energy Tech Co., Ltd.   5%     30%     10%     32%  
Zhongju (Tianjin) New Energy Investment Co., Ltd.   -     11%     -     29%  

25



For the three-month period ended September 30, 2015, the Company’s material suppliers, each of whom accounted for more than 10% of the Company’s total purchases, were as follows:

    Purchases     Accounts Payable  
Major Suppliers   Three Months
Ended
September, 30
2015
    Three Months
Ended
September, 30
2014
    September, 30
2015
    December 31
2014
 
Zhejiang Tianneng Energy Technology Co., Ltd.   29%     -     29%     -  
Dongguan Chuangming Battery Technology Co., Ltd.   26%     -     12%     -  
Zhejiang Xinneng Automotive Systems Co. Ltd.   -     38%     -     12%  
Shandong Henyuan New Energy Tech Co., Ltd.   2%     30%     10%     32%  

26


NOTE 9 –EARNINGS (LOSS) PER SHARE

The Company calculates earnings per share in accordance with ASC 260, Earnings Per Share, which requires a dual presentation of basic and diluted earnings per share. Basic earnings per share are computed using the weighted average number of shares outstanding during the reporting period. Diluted earnings per share represents basic earnings per share adjusted to include the potentially dilutive effect of outstanding stock options, warrants and convertible notes (using the if-converted method). For the three months ended September 30, 2015 and 2014, the average number of potentially dilutive common shares was 0 and 315,730, respectively. For the nine months ended September 30, 2015 and 2014, the average number of potentially dilutive common shares was 274,744 and 134,824, respectively.

The following is the calculation of earnings per share for the nine-month periods ended September 30, 2015:

    For nine months ended  
    September 30,  
    2015     2014  
Net income $  13,900,350   $  10,604,627  
Weighted average shares used in basic computation   46,670,533     41,327,666  
Dilutive shares   274,744     134,824  
Weighted average shares used in diluted computation   46,945,277     41,462,490  
Earnings per share:            
Basic $  0.30   $  0.26  
Diluted $  0.30   $  0.26  

The following is the calculation of earnings per share for the three-month periods ended September 30, 2015:

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    For three months ended  
    September 30,  
    2015     2014  
Net income $  2,343,195   $  13,533,702  
Weighted average shares used in basic computation   46,959,638     43,214,455  
Dilutive shares   -     315,730  
Weighted average shares used in diluted computation   46,959,638     43,530,185  
Earnings per share:            
Basic $  0.05   $  0.31  
Diluted $  0.05   $  0.31  

NOTE 10 - ACCOUNTS RECEIVABLE

Accounts receivable are summarized as follows:

  September 30,
2015
    December 31,
2014
 
Accounts receivable $  33,912,043   $  15,736,805  
Less: Provision for doubtful debts   -     -  
Accounts receivable, net $  33,912,043   $  15,736,805  

During the three months ended September 30, 2015 and 2014, the Company sold products to Kandi USA Inc., a company that operates under the trade name of Eliteway Motorsports (“Eliteway”), in the amount of $0 and $597,481, respectively. During the nine months ended September 30, 2015 and 2014, the Company sold products to Kandi USA Inc. in the amount of $0 and $2,784,596, respectively. As of September 30, 2015 and December 31, 2014, the outstanding receivable due from Eliteway were $0 and $620,410, respectively.

28


Mr. Hu Wangyuan was the sole shareholder and officer of Eliteway, which served as a U.S. importer of the Company's products. Mr. Hu Wangyuan is the adult son of the Company's Chairman and Chief Executive Officer, Mr. Hu Xiaoming. For the nine months ended September 30, 2015 and the year ended December 31, 2014, Eliteway and Mr. Hu Wangyuan were financially independent from the Company. The transactions between the Company and Eliteway were carried out at arm's-length without any preferential terms when compared with other customers at the comparative order size or volume.

NOTE 11 - INVENTORIES

Inventories are summarized as follows:

    September 30,     December 31,  
    2015     2014  
Raw material $  14,485,371   $  3,621,428  
Work-in-progress   2,253,507     3,104,678  
Finished goods   15,218,458     8,993,318  
Total inventories   31,957,336     15,719,424  
Less: provision for slowing moving inventories   (304,677 )   (315,584 )
Inventories, net $  31,652,659   $  15,403,840  

NOTE 12 - NOTES RECEIVABLE

Notes receivable are summarized as follows:

  September     December  
  30,       31,  
  2015       2014  
Notes receivable from unrelated companies:            
Due September 30, 2015, interest at 9.6% per annum $  10,802,903   $  8,117,888  
Bank acceptance notes   7,982,679     942,553  
             
Notes receivable $  18,785,582   $  9,060,441  

29



Details of Notes receivable are as below as of September 30, 2015

Inde x Amount ($) Counter party Relationship Nature Manner of
settlement
1 10,802,903 Yongkang HuiFeng
Guarantee Co., Ltd
No relationship beyond loan Receive interest income Not due
2 690,326 Kandi Changxing Subsidery of JV company Payments for sales Not due
3 75,308 Kandi Shanghai Subsidery of JV company Payments for sales Not due
4 941,354 Zhejiang Zuozhongyou Other equity
interest of the Company
Payments for sales Not due
5 6,275,691 Kandi Vehicle Notes were originally transferred from client Payments for sales Not due

Details of Notes Receivable are as below as of December 31, 2014

Index Amount ($) Counter party Relationship Nature Manner of settlement
1 8,117,888 Yongkang HuiFeng
Guarantee Co., Ltd
No relationship beyond loan Receive interest income Not due
2 406,273 Kandi Changxing Subsidiary of JV company payment for sales Not due
3 455,025 Kandi Shanghai Subsidiary of JV company payment for sales Not due
4 81,255 Kandi Jinhua Subsidiary of JV company payment for sales Not due

30


NOTE 13 – PLANT AND EQUIPMENT

Plant and equipment consisted of the following:

  September 30,
2015
    December 31,
2014
 
At cost:            
Buildings $  14,059,394   $  14,492,949  
Machinery and equipment   9,406,955     7,916,281  
Office equipment   405,079     283,494  
Motor vehicles   342,648     355,547  
Moulds   33,338,265     34,523,167  
    57,552,341     57,571,438  
Less : Accumulated depreciation        
Buildings $  (3,707,675 ) $  (3,480,417 )
Machinery and equipment   (8,782,551 )   (7,371,047 )
Office equipment   (244,074 )   (220,944 )
Motor vehicles   (268,932 )   (254,331 )
Moulds   (22,706,306 )   (19,972,647 )
    (35,709,538 )   (31,299,386 )
Less: provision for impairment for fixed assets   (54,737 )   (56,696 )
Plant and equipment, net $  21,788,066   $  26,215,356  

31



As of September 30, 2015 and December 31, 2014, the net book value of plant and equipment pledged as collateral for bank loans was $10,066,053 and $10,816,480, respectively.

Depreciation expenses for the nine months ended September 30, 2015 and 2014, was $4,036,771 and $3,814,892, respectively. Depreciation expenses for the three months ended September 30, 2015 and 2014, was $1,317,383 and $1,274,860, respectively.

NOTE 14 – LAND USE RIGHTS

The Company’s land use rights consisted of the following:

  September 30,
2015
    December 31,
2014
 
Cost of land use rights $  17,299,281   $  17,786,170  
Less: Accumulated amortization   (2,473,028 )   (2,137,018 )
Land use rights, net $  14,826,253   $  15,649,152  

As of September 30, 2015 and December 31, 2014, the net book value of land use rights pledged as collateral for the Company’s bank loans was $9,754,026 and $9,665,834, respectively. Also see Note 17.

The amortization expense for the nine months ended September 30, 2015 and 2014 was $290,559 and $281,143, respectively. The amortization expense for the three months ended September 30, 2015 and 2014 was $95,332 and $97,238, respectively. Amortization expenses for the next five years and thereafter are as follows:

2015 (three months) $  96,853  
2016   387,412  
2017   387,412  
2018   387,412  
2019   387,412  
Thereafter   13,179,752  
Total $  14,826,253  

32


NOTE 15 - CONSTRUCTION-IN-PROGRESS

Construction-in-progress (“CIP”) relates to the facility being built in Wanning City of Hainan Province.

Kandi Wanning facility

In April 2013, Kandi Electric Vehicles (Wanning) Co., Ltd. (“Kandi Wanning”) was formed in Wanning City of Hainan Province. The Company signed an agreement with Wanning city government and planned to invest a total of RMB 1 billion, or $156,892,278, to develop a factory in Wanning with an annual production of 100,000 EVs. In 2013, the Company contracted with an unrelated third party equipment supplier, Nanjing Shangtong Auto Technologies Co., Ltd. (“Nanjing Shangtong”), to purchase equipment. The equipment was purchased and delivered according to the construction schedule and development of Kandi Wanning. As of September 30, 2015, a total amount of advances to suppliers of RMB 353,000,000, or $55,382,974, made by Kandi Wanning to Nanjing Shangtong for equipment purchases was transferred to Construction in Process (“CIP”). None of CIP was transferred to property, plant and equipment at September 30, 2015.

Because the government of Hainan Province is enforcing a new plan to centralize the manufacturing in designated industry park, the Wanning facility was required to move from Wanning City to the national high tech development zone in Haikou City. After relocation, Kandi Wanning is expected to obtain more support from the government of Hainan Province and Haikou City. Currently the relocation is in process. Although causing certain delay to our production, Kandi Wanning will eventually benefit from the relocation because Haikou City is the capital of Hainan Province. In addition, all related expenses caused by the relocation is expected to be compensated by local government.

No depreciation is provided for CIP until such time as the facility is completed and placed into operation.

33


Information with respect to the Company’s CIP as of September 30, 2015 is as follow:

Project     Total in CIP as
of
September 30,
2015
    Estimated Cost to
Complete
    Estimated
Total Cost
    Estimated
Completion Date
 
Kandi Wanning facility   $  56,525,652   $  100,366,626   $  156,892,278     June 30, 2017  
Total   $  56,525,652   $  100,366,626   $  156,892,278        

As of September 30, 2015 and December 31, 2014, the Company had CIP amounting to $56,525,652 and $58,510,051, respectively.

No interest expense has been capitalized for CIP at the end of September 30, 2015 and December 31, 2014, respectively.

NOTE 16 – LONG TERM INVESTMENT

In August 2015, according to the agreement, the JV Company transferred 50% of the total 19% equity share of the Service Company to Shanghai Guorun and Kandi Vehicles respectively, thus Kandi Vehicles has directly own 9.5% of the Service Company. The total equity of the Service Company is $15,689,228, and the long term investment to the Service Company from Kandi Vehicles was 1,490,477 as at the end of September 30, 2015.

34


NOTE 17 – SHORT TERM BANK LOANS

Short-term loans are summarized as follows:

  September 30,
2015
    December 31,
2014
 
             
Loans from China Ever-bright Bank            

Interest rate up to 18% based on the base rate
(The current base rate for a one-year loan is 7.08%, effective from March 1, 2015),
paid off on May 11, 2015, secured by the assets of the Company, guaranteed by
Mr. Hu Xiaoming, Nanlong Group Co., Ltd. and
Zhejiang Mengdeli Electric Co., Ltd. Also see Note 13 and Note 14.

  -     12,675,713  
Interest rate 5.778% per annum, consist of $6,589,475
due October 28, 2015 and $5,648,122 due November 5, 2015,
secured by the assets of the Company, guaranteed by
Mr. Hu Xiaoming, Mr. Hu Wangyuan , Nanlong Group Co., Ltd.
and Zhejiang Mengdeli Electric Co., Ltd. Also see Note 13 and Note 14.
  12,237,597     -  
Loans from China Evergrowing Bank        
Interest rate up to 20% based on the base rate
(The current base rate for a one-year loan is 7.20%, effective from March 1, 2015),
due April 22, 2015, guaranteed by Mr. Hu Xiaoming, Ms. Ling Yueping,
and Zhejiang Shuguang industrial Co., Ltd.
  -     3,250,183  
Loans from Hangzhou Bank            
Interest rate 6.00% per annum, due October 20, 2015,
secured by the assets of the Company. Also see Note 13 and Note 14.
  7,656,343     7,930,446  
Interest rate 6.00% per annum, due November 17, 2015,
secured by the assets of the Company. Also see Note 13 and Note 14.
  -     11,733,160  
Interest rate 4.85% per annum, due July 2, 2016,
secured by the assets of the Company. Also see Note 13 and Note 14.
  7,844,614     -  
Interest rate 4.85% per annum, due July 12, 2016,
secured by the assets of the Company. Also see Note 13 and Note 14.
  3,483,009     -  
Interest rate 5.35% per annum, due March 23, 2016,
secured by the assets of the Company. Also see Note 13 and Note 14.
  6,118,799     -  
  $    37,340,362   $    35,589,502  

35


The interest expenses for the nine months ended September 30, 2015 and 2014 were $1,712,872 and $1,728,432, respectively. The interest expenses for the three months ended September 30, 2015 and 2014 were $528,285 and $558,806, respectively.

As of September 30, 2015, the aggregate amount of short-term loans that was guaranteed by various third parties was $12,237,597.

No.   Amount     Guarantor  
1 $  12,237,597     Jointly guaranteed by Zhejiang Mengdeli Electric Co Ltd (“ZMEC”) and Nanlong Group Co., Ltd. For Nanlong Group Co., Ltd, whose bank loans of $3,137,846 was also guaranteed by the Company. Also see Note 25.  

It is a common business practice among companies in the region of the PRC in which the Company is located to exchange guarantees for bank debts with no additional consideration given. It is considered a “favor for favor” business practice and is commonly required by Chinese lending banks, as in these cases.

NOTE 18 – NOTES PAYABLE

By issuing bank notes payables rather than paying cash to suppliers, the Company can defer the payments until the date the bank notes payable are due. Simultaneously, the Company may need to deposit restricted cash in banks to back up the bank notes payable. The restricted cash deposited in banks will generate interest income.

Notes payable are summarized as follows:

  September 30
2015
    December 31,
2014
 
Bank acceptance notes:            
Due April 30, 2015 $  -   $  4,062,729  
Due May 4, 2015   -     826,846  
Due June 2, 2015   -     812,546  
Due December 1, 2015   3,137,846     -  
Total $  3,137,846   $  5,702,121  

36


A bank acceptance note is a promised future payment or time draft, which is accepted and guaranteed by a bank and drawn on a deposit at the bank. The banker's acceptance note specifies the amount of money, the date, and the person to which the payment is due.

After acceptance, the draft becomes an unconditional liability of the bank. But the holder of the draft can sell (exchange) it for cash at a discount to a buyer who is willing to wait until the maturity date for the funds in the deposit.

All of the bank acceptance notes do not bear interest, but are subject to bank charges of 0.05% of the principal as a commission on each transaction. Bank charges for notes payable were $6,585 and $6,498 for the nine months ended September 30, 2015 and 2014, respectively. Bank charges for notes payable were $1,616 and $0 for the three months ended September 30, 2015 and 2014, respectively.

No restricted cash was held as collateral for the notes payable as of September 30, 2015 and December 31, 2014.

NOTE 19 – BOND PAYABLE

On December 27, 2013, the Company issued a bond in the amount of RMB 80,000,000, or $13,000,731, to China Ever-bright Securities Co. Ltd. and CITIC Securities Company Limited. The term of this bond was 3 years, and the material terms of this bond were similar to the terms of the bond issued in 2012 and repaid in August 2013, except that the interest rate was reduced to 11.5%. Bond interest was payable on December 27 in each of 2014, 2015 and 2016. In October 2014, the Company repaid, without a prepayment penalty, all principal and interest to China Ever-bright Securities Co. Ltd. and CITIC Securities Company Limited. For the year ended December 31, 2014, $1,262,691 of interest expense was paid. There was no bond payable as of September 30, 2015 and December 31, 2014 respectively.

37


NOTE 20 – TAXES

(a)  Corporation Income Tax

In accordance with the relevant tax laws and regulations of the PRC, applicable corporate income tax (“CIT”) rate is 25%. However, Kandi Vehicle is qualified as a high technology company in China and is entitled to pay income tax at a reduced rate of 15%. The applicable CIT rate of each of Kandi Vehicle's three subsidiaries, Kandi New Energy, Yongkang Scrou and Kandi Wanning, the JV Company and its subsidiaries and the Service Company is 25%.

The Company is qualified as a high technology company in China and is entitled to pay a reduced CIT rate of 15%. After combining with the research and development tax credit of 25% on certain qualified research and development expenses, the final effective reduced income tax rate is 37.16%. The combined tax benefits were 44.25%. The actual effective income tax rate was reduced from 25% to 13.94% at September 30, 2015.

According to the PRC CIT reporting system, the CIT sales cut-off base is concurrent with the value-added tax (“VAT”), which should be reported to the State Administration of Taxation (“SAT”) on a quarterly basis. Since the VAT and CIT are accounted for on a VAT tax basis that recorded all sales on a “State provided official invoices” reporting system, the Company is reporting the CIT according to the SAT prescribed tax reporting rules. Under the VAT tax reporting system, sales cut-off is not done on an accrual basis but rather on a VAT taxable reporting basis. Therefore, when the Company adopted U.S. GAAP using an accrual basis, the sales cut-off CIT timing (due to the VAT reporting system) created a temporary sales cut-off timing difference. This difference is reflected in the deferred tax assets or liabilities calculations on the income tax estimate reported in the Company’s annual report on Form 10-K.

Effective January 1, 2007, the Company adopted ASC 740, Income Taxes. The interpretation addresses the determination of whether tax benefits claimed or expected to be claimed on a tax return should be recorded in the financial statements.

Under ASC 740, Income Taxes, the Company may recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements from such a position should be measured based on the largest benefit that has a greater than fifty percent likelihood of being realized upon ultimate settlement. ASC 740 also provides guidance on de-recognition, classification, interest and penalties on income taxes, accounting in interim periods and requires increased disclosures.

38


As of September 30, 2015, the Company did not have a liability for unrecognized tax benefits. The Company files income tax returns with the U.S. Internal Revenue Services (“IRS”) and state tax authorities where the Company has operations. The Company is subject to U.S. federal or state income tax examinations by the IRS and relevant state tax authorities for years after 2006. During the periods open to examination, the Company has net operating loss carry forwards (“NOLs”) for U.S. federal and state tax purposes that have attributes from closed periods. Since these NOLs may be utilized in future periods, they remain subject to examination. The Company also files certain tax returns in China. As of September 30, 2015, the Company was not aware of any pending income tax examinations by U.S. or China tax authorities. The Company's policy is to record interest and penalties on uncertain tax provisions as income tax expense. As of September 30, 2015, the Company has no accrued interest or penalties related to uncertain tax positions. The Company has not recorded a provision for U.S. federal income tax for the three months or nine months ended September 30, 2015 due to the accumulated net operating loss carry forward from prior years in the United States.

Income tax expense for the nine months ended September 30, 2015 and 2014 is summarized as follows:

    For Nine Months Ended  
    September 30,  
    (Unaudited)  
    2015     2014  
Current:            
Provision for CIT $  3,175,287   $  1,269,408  
Provision for Federal Income Tax   -     -  
Deferred:            
Provision for CIT   -     -  
Income tax expense $  3,175,287   $  1,269,408  

39


The Company’s income tax expense differs from the “expected” tax expense for the nine months ended September 30, 2015 and 2014 (computed by applying the U.S. Federal Income Tax rate of 34% and PRC CIT rate of 25%, respectively, to income before income taxes) as follows:

    For Nine Months Ended  
    September 30,  
    (Unaudited)  
    2015     2014  
             
Computed “expected” expense $  (322,716 ) $  1,594,293  
Favorable tax rate   (880,016 )   (368,675 )
Permanent differences   280,798     (877,509 )
Valuation allowance   4,097,221     921,299  
Income tax expense $  3,175,287   $  1,269,408  

The tax effects of temporary differences that give rise to the Company’s net deferred tax assets and liabilities as of September 30, 2015 and December 31, 2014 are summarized as follows:

  September 30‚
2015
    December 31‚
2014
 
    (Unaudited)        
Current portion:            
Deferred tax assets (liabilities):            
                               Expense $  163,944   $  (80,016 )
Subtotal   163,944     (80,016 )
Deferred tax assets (liabilities):            
Sales cut-off difference derived from Value
Added Tax reporting system to calculate PRC
Corporation Income Tax in accordance with the
PRC State Administration of Taxation
  (329,933 )   (26,226 )
                           Other   (90,059 )   (124,622 )
Subtotal   (419,992 )   (150,848 )
             
Total deferred tax assets (liabilities) – current portion   (256,049 )   (230,864 )
             
Non-current portion:            
Deferred tax assets (liabilities):            
                           Depreciation   (402,934 )   (551,697 )
                           Loss carried forward   4,097,221     3,025,997  
                           Valuation allowance   (4,097,221 )   (3,025,997 )
Subtotal   (402,934 )   (551,697 )
             
Deferred tax liabilities:            
                           Accumulated other comprehensive gain   -     (1,715,028 )
Subtotal   -     (1,715,028 )
             
Total deferred tax assets – non-current portion   (402,934 )   (2,266,725 )
             
Net deferred tax assets (liabilities) $  (658,982 ) $  (2,497,589 )

40


(b)  Tax Benefit (Holiday) Effect

For the nine months ended September 30, 2015 and 2014, the PRC CIT rate was 25%. Certain subsidiaries of the Company were entitled to tax benefit (holidays) for the nine months ended September 30, 2015 and 2014.

The combined effects of the income tax expense exemptions and reductions available to the Company for the three and nine months ended September 30, 2015 and 2014 were as follows:

41

 
     For Nine Months Ended  
     September 30,  
     (Unaudited)  
   2015     2014  
Tax benefit (holiday) credit $  880,016   $  368,675  
Basic net income per share effect $  0.019   $  0.009  

NOTE 21 - STOCK OPTIONS AND WARRANTS

(a)  Stock Options

On February 11, 2009, the Compensation Committee of the Board of Directors of the Company approved the grant of stock options to purchase 2,600,000 shares of common stock at an exercise price of $0.80 per share to ten of the Company’s employees and directors. The stock options vested ratably over three years and expire on the tenth anniversary of the grant date. The Company valued the stock options at $2,062,964 and amortized the stock compensation expense using the straight-line method over the service period from February 11, 2009 through February 11, 2012. The value of the options was estimated using the Black Scholes Model with an expected volatility of 164%, expected life of 10 years, risk-free interest rate of 2.76% and expected dividend yield of 0.00% . On June 30, 2011, one of the Company's directors resigned, and his 6,668 unexercised options were forfeited. As of December 31, 2013, options for 2,366,672 shares have been exercised and options for 6,668 shares have been forfeited. As of December 31, 2014, options for 2,593,332 shares had been exercised and options for 6,668 shares had been forfeited.

On October 6, 2009, the Company executed an agreement with Wang Rui and Li Qiwen, third-party consultants, whereby Mr. Wang and Mr. Li were to provide to the Company business development services in China in exchange for options to purchase 350,000 shares of the Company’s common stock at an exercise price of $1.50 per share. Per the agreement, options to purchase 250,000 shares vested and became exercisable on March 6, 2010, and options to purchase 100,000 shares vested and became exercisable on June 6, 2010. The options are issued under and subject to the terms of the Company’s 2008 Omnibus Long-Term Incentive Plan. As of December 31, 2014, options for 250,000 shares had been exercised and options for 100,000 shares had been forfeited due to the non-performance of services.

On May 29, 2015, the Compensation Committee of the Board of Directors of the Company approved the grant of stock options to purchase 4,900,000 shares of common stock at an exercise price of $9.72 per share to the Company’s senior staff. The stock options will vest ratably over three years and expire on the tenth anniversary of the grant date. The Company valued the stock options at $ 39,990,540 and will amortize the stock compensation expense using the straight-line method over the service period from May 29, 2015 through May 29, 2018. The value of the options was estimated using the Black Scholes Model with an expected volatility of 90%, expected life of 10 years, risk-free interest rate of 2.23% and expected dividend yield of 0.00% .

42


(b)  Warrants

On June 26, 2013, the Company entered into a securities purchase agreement (the “2013 Securities Purchase Agreement”) with certain institutional investors (the “Third Round Investors”) that closed on July 1, 2013, pursuant to which the Company sold to the Third Round Investors, in a registered direct offering, an aggregate of 4,376,036 shares of the Company’s common stock at a negotiated purchase price of $6.03 per share. Under the 2013 Securities Purchase Agreement, the Third Round Investors also received Series A warrants for the purchase of up to 1,750,415 shares of the Company’s common stock at an exercise price of $7.24 per share and an option to make an additional investment in the form of Series B warrants and Series C warrants, Series B warrants to purchase a maximum aggregate of 728,936 shares of the Company’s common stock at an exercise price of $7.24 per share and Series C warrants to purchase a maximum aggregate of 291,574 shares of the Company’s common stock at an exercise price of $8.69 (the “Third Round Warrants”). In addition, the placement agent for this transaction also received warrants for the purchase of up to 262,562 shares of the Company’s common stock at an exercise price of $7.24 per share (the “Third Round Placement Agent Warrants”), which will expire on July 1, 2016, with a fair value of $0.53 per share. As of June 30, 2014, all the Third Round Warrants had been exercised on a cash basis.

On January 15, 2014, the Company sold to certain institutional investors warrants to purchase an aggregate of 1,429,393 shares of the Company’s common stock at an exercise price of $15 per share (the “January 2014 Warrants”)for a total purchase price of approximately $14,294. According to the warrant subscription agreement by and among the Company and the holders, the exercise price was reduced by a credit of $0.01, which reflected the price per warrant share paid in connection with the issuance of the January 2014 Warrants. Consequently, the effective exercise price per warrant share is $14.99. The January 2014 Warrants expired on January 30, 2015 and no investors exercised their warrants.

On March 19, 2014, the Company entered into a securities purchase agreement with certain purchasers (the “Fourth Round Investors”), pursuant to which the Company sold to the Fourth Round Investors, in a registered direct offering, an aggregate of 606,000 shares of common stock, at a negotiated purchase price of $18.24 per share, for aggregate gross proceeds to the Company of approximately $11,053,440, before deducting fees to the placement agent and other estimated offering expenses payable by the Company. As part of the transaction, the Fourth Round Investors also received warrants for the purchase of up to 90,900 shares of the Company’s common stock at an exercise price of $22.80 per share (the “Fourth Round Warrants”). In addition, the placement agent for this transaction also received warrants for the purchase of up to 36,360 shares of the Company’s common stock at an exercise price of $22.80 per share, which was adjusted to $9.72 on July 27, 2015. The Fourth Round Warrants have a term of eighteen months and are exercisable by the holders at any time after the date of issuance. On August 8, 2015, the Company extended the expiration date of these warrants from September 21, 2015 to January 20, 2016. As of September 30, 2015, the fair value of the Fourth Round Warrants was $0.44 per share.

43


On September 4, 2014, the Company entered in a securities purchase agreement with certain purchasers (the “Fifth Round Investors”), pursuant to which the Company sold to the Fifth Round Investors, in a registered direct offering, an aggregate of 4,127,908 shares of its common stock at a price of $17.20 per share, for aggregate gross proceeds to the Company of approximately $71 million, before deducting fees to the placement agent and other estimated offering expenses payable by the Company (the “Fifth Round Financing”). As part of the transaction, the Fifth Round Investors also received warrants for the purchase of up to 743,024 shares of the Company’s common stock at an exercise price of $21.50 per share (the “Fifth Round Warrants”), which was adjusted to $9.72 on July 27, 2015. The Fifth Round Warrants have a term of seventeen months and are exercisable by the holders at any time after the date of issuance. On August 8, 2015, the Company extended the expiration date of these warrants from February 4, 2016 to June 3, 2016. In addition, the placement agent for this transaction also received warrants for the purchase of up to 206,395 shares of the Company’s common stock at an exercise price of $20.64 per share. The placement agent’s warrants are exercisable for a term of seventeen months after the six months from the issuance. As of September 30, 2015, the fair value of the Fifth Round Warrants was $0.34 per share and the fair value of the Fifth Round Placement Agent Warrants was $0.46 per share.

In addition, any Fifth Round Investor that invested more than $30 million in the initial offering of shares and warrants in the Fifth Round Financing had an option to purchase its pro rata share of up to a $30 million of shares, or 1,744,186 shares of common stock, and its pro rata share of warrants to purchase an aggregate of up to 313,954 shares of the Company’s common stock at $17.20 for a period commencing on September 4, 2014 and ending on November 17, 2014. As of November 17, 2014, none of the Fifth Round Investors that invested more than $30 million in the initial offering of shares and warrants in the Fifth Round Financing exercised this option and such option expired.

44


NOTE 22 – STOCK AWARD

In connection with the appointment of Mr. Henry Yu as a member of the Board of Directors (the “Board”), and as compensation, the Board authorized the Company to provide Mr. Henry Yu with 5,000 shares of Company's restricted common stock every six months, beginning in July 2011.

As compensation for having Mr. Jerry Lewin to serve as a member of the Board, the Board authorized the Company to provide Mr. Jerry Lewin with 5,000 shares of Company's restricted common stock every six months, beginning in August 2011.

As compensation for having Ms. Kewa Luo to serve as the Company’s investor relation officer, the Board authorized the Company to provide Ms. Kewa Luo with 5,000 shares of Company's common stock every six months, beginning in September 2013.

As compensation for having Mr. Wei Chen serve as CEO assistant, the Board authorized the issuance by the Company to Mr. Chen 10,000 shares of Company’s common stock every year beginning in January 2012 ending December 31, 2013 and 2,500 shares of Company’s common stock every three months, beginning in January 2014 until May 30, 2014. As of June 1, 2014, Mr. Chen was no longer with the Company.

The fair value of stock awards based on service is determined based on the closing price of the common stock on the date the shares are granted. The compensation costs for awards of common stock are recognized over the requisite service period of six months.

On December 30, 2013, the Board approved a proposal (as submitted by the Compensation Committee) of an award for selected executives and other key employees comprising a total of 335,000 shares of common stock for each fiscal year, beginning with the 2013 fiscal year, under the Company’s 2008 Omnibus Long-Term Incentive Plan (the “Plan”), if the Company’s “Non-GAAP Net Income” for the current fiscal year increased by 10% comparing to that of the prior year. The specific number of shares of common stock to be issued in respect of such award could proportionally increase or decrease if the actual Non-GAAP Net Income increase is more or less than 10%. “Non-GAAP Net Income” means the Company’s net income for a particular year calculated in accordance with GAAP, excluding option-related expenses, stock award expenses, and the effects caused by the change of fair value of financial derivatives. For example, if Non-GAAP Net Income for the 2014 fiscal year increased by 10% compared to the Non-GAAP Net Income for the 2013 fiscal year, the selected executives and other key employees each would be granted his or her target amount of common stock of the Company. If Non-GAAP Net Income in 2014 is less than Non-GAAP Net Income in 2013, then no common stock would be granted. If Non-GAAP Net Income in 2014 increased compared to Non-GAAP Net Income in 2013 but the increase is less than 10%, then the target amount of the common stock grant would be proportionately decreased. If Non-GAAP Net Income in 2014 increased compared to Non- GAAP Net Income in 2013 but the increase is more than 10%, then the target amount of the common stock grant would be proportionately increased up to 200% of the target amount. Any such increase in the grant would be subject to the total number of shares available under the Plan, and the Company’s Board and shareholders will need to approve an increase in the number of shares reserved under the Plan if the number of shares originally reserved is used up. On May 20, 2015, the shareholders of the Company approved an increase of 9,000,000 shares under the Plan at its annual meeting. The fair value of each award granted under the Plan is determined based on the closing price of the Company’s stock on the date of grant of the award. To the extent that the performance goal is not met and so no shares become due, no compensation cost is recognized and any recognized compensation cost during the applicable year is reversed. The number of shares of common stock granted under the Plan with respect to fiscal 2014 would be 670,000 shares based on the Non-GAAP Net Income of the year of 2014. The compensation expense is recognized in General and Administrative Expenses. On April 17, 2015 and June 12, 2015, the Company granted 550,000 shares and 120,000 shares, respectively, to the senior management and key employee as year 2014 performance awards.

45


NOTE 23 – INTANGIBLE ASSETS

The following table provides the gross carrying value and accumulated amortization for each major class of intangible assets other than goodwill:

  Remaining
useful
life
    September 30,
2015
    December 31,
2014
 
Gross carrying amount:            
Trade name   6.25 years   $  492,235   $  492,235  
Customer relations   6.25 years     304,086     304,086  
          796,321     796,321  
Less : Accumulated amortization            
Trade name                                 $  (173,382 ) $  (135,323 )
Customer relations         (107,109 )   (83,597 )
          (280,491 )   (218,920 )
Intangible assets, net                                $  515,830   $  577,401  

46


The aggregate amortization expense for those intangible assets that continue to be amortized is reflected in amortization of intangible assets in the consolidated statements of income and comprehensive income was both $20,524 for the three-months ended September 30, 2015 and 2014, respectively, and both $61,571 for the nine-month period ended September 30, 2015 and 2014, respectively.

Amortization expense for the next five years and thereafter is as follows:

2015 (three months) $  20,524  
2016   82,095  
2017   82,095  
2018   82,095  
2019   82,095  
Thereafter   166,926  
Total $  515,830  

NOTE 24 – SUMMARIZED INFORMATION OF EQUITY METHOD INVESTMENT IN THE JV COMPANY

The Company’s consolidated net income includes the Company’s proportionate share of the net income or loss of the Company’s equity method investees. When the Company records its proportionate share of net income, it increases equity income (loss) – net in the Company’s consolidated statements of income and the Company’s carrying value in that investment. Conversely, when the Company records its proportionate share of a net loss, it decreases equity income (loss) – net in the Company’s consolidated statements of income and the Company’s carrying value in that investment. All intra-entity profits and losses with the Company’s equity method investees have been eliminated.

47


Kandi Electric Vehicles Group Co., Ltd. (the “JV Company”)

In March 2013, pursuant to a joint venture agreement (the “JV Agreement”) entered into between Kandi Vehicles and Shanghai Maple Guorun Automobile Co., Ltd. (“Shanghai Guorun”), a 99%-owned subsidiary of Geely Automobile Holdings Ltd. (“Geely”), the parties established Zhejiang Kandi Electric Vehicles Co., Ltd. (the “JV Company”) to develop, manufacture and sell electric vehicles (“EVs”) and related auto parts. Each of Kandi Vehicles and Shanghai Guorun has a 50% ownership interest in the JV Company. In the fourth quarter of 2013, Kandi Vehicles entered into an ownership transfer agreement with the JV Company pursuant to which Kandi Vehicles transferred 100% of its ownership in Kandi Changxing to the JV Company. As a result, the Company indirectly has a 50% economic interest in Kandi Changxing through its 50% ownership interest in the JV Company after this transfer. In November 2013, Zhejiang Kandi Electric Vehicles Jinhua Co., Ltd. (“Kandi Jinhua”) was formed by the JV Company. The JV Company has 100% ownership interest in Kandi Jinhua, and the Company, indirectly through its 50% ownership interest in the JV Company, has a 50% economic interest in Kandi Jinhua. In November 2013, Zhejiang JiHeKang Electric Vehicle Sales Co., Ltd. (“JiHeKang”) was formed by the JV Company. The JV Company has 100% ownership interest in JiHeKang, and the Company, indirectly through its 50% ownership interest in the JV Company, has a 50% economic interest in JiHeKang. In December 2013, the JV Company entered into an ownership transfer agreement with Shanghai Guorun pursuant to which the JV Company acquired 100% ownership of Kandi Electric Vehicles (Shanghai) Co., Ltd. (“Kandi Shanghai”). As a result, Kandi Shanghai is a wholly-owned subsidiary of the JV Company, and the Company, indirectly through its 50% ownership interest in the JV Company, has a 50% economic interest in Kandi Shanghai. In January 2014, Zhejiang Kandi Electric Vehicles Jiangsu Co., Ltd. (“Kandi Jiangsu”) was formed by the JV Company. The JV Company has 100% ownership interest in Kandi Jiangsu, and the Company, indirectly through its 50% ownership interest in the JV Company, has a 50% economic interest in Kandi Jiangsu. In addition, In July 2013, Zhejiang ZuoZhongYou Electric Vehicle Service Co., Ltd. (the “Service Company”) was formed. The JV Company has a 19% ownership interest in the Service Company. In March 2014, the JV Company changed its name to Kandi Electric Vehicles Group Co., Ltd. In August 2015, the JV Company transferred its shares of the Service Company to Shanghai Guorun and Kandi Vehicles for 9.5% respectively. As the result, the JV Company no longer has any ownership of the Service Company since the transfer.

48


As of September 30, 2015, the JV Company consolidated the following entities on its financial statements: (1) 100% interest in Kandi Changxing; (2) 100% interest in Kandi Jinhua; (3) 100% interest in JiHeKang; (4) 100% interest in Kandi Shanghai; and (5) 100% interest in Kandi Jiangsu.

The Company accounted for its investments in the JV Company under the equity method of accounting as the Company has a 50% ownership interest in the JV Company. Therefore, the Company’s consolidated net income for the three months and nine months ended September 30, 2015, included equity income from the JV Company during such periods.

The combined results of operations and financial position of the JV Company are summarized below:

    Three months ended  
    September 30,  
    2015     2014  
Condensed income statement information:        
Net sales $  98,447,939   $  46,847,556  
Gross income   13,325,271     7,025,415  
% of net sales   13.5%     15.0%  
Net income   1,611,658     4,398,828  
% of net sales   1.6%     9.4%  
Company’s equity in net income of JV $  805,829   $  2,199,414  

    Nine months ended  
    September 30,  
    2015     2014  
Condensed income statement information:          
Net sales $  197,965,282   $  126,763,793  
Gross income   31,958,679     13,944,898  
% of net sales   16.1%     11.0%  
Net income   4,000,781     6,782,272  
% of net sales   2.0%     5.4%  
Company’s equity in net income of JV $  2,000,390   $  3,391,136  

49


 
    September 30,     December 31,  
    2015     2014  
Condensed balance sheet information:        
Current assets $  308,146,994   $  262,543,256  
Noncurrent assets   187,581,237     194,229,114  
Total assets $  495,728,231   $  456,772,370  
Current liabilities   310,842,828     280,779,432  
Noncurrent liabilities   19,787,767     9,006,787  
Equity   165,097,636     166,986,151  
Total liabilities and equity $  495,728,231   $  456,772,370  

During the nine months ended September 30, 2015, 100% of the JV Company’s revenues were derived from the sales of EV products in the PRC with a total of 12,120 units sold, 3,647 units of which were direct sales through the distribution company, or JiHeKang, and the rest were sold to Micro Public Transportation Program (“MTP”,or the “EV-Share” Program). As the Company only has a 50% ownership interest in the JV Company and accounted for its investments in the JV Company under the equity method of accounting, the Company didn’t consolidate the JV Company’s financial results but included equity income from the JV Company during such periods.

50


Note: The following table illustrates the captions used in the Company’s Income Statements for its equity basis investments in the JV Company.

Changes in the Company’s equity method investment in JV Company for the nine months ended September 30, 2015 and 2014 were as follows:

    Nine months ended  
    September 30,  
    2015     2014  
Investment in JV Company, beginning of the period, $  83,309,095   $  79,331,930  
Share of profit   2,000,390     3,391,136  
Intercompany transaction elimination   (283,267 )   (544,941 )
Year 2014 unrealized profit realized   183,005     911,023  
Exchange difference   (2,935,339 )   (544,772 )
Investment in JV Company, end of the period $  82,273,884   $  82,544,376  

Sales to the Company’s customers, the JV Company and its subsidiaries, for the three months ended September 30, 2015, were $31,888,768, and they were primarily the sales of battery packs, body parts, EV drive motors, EV controllers, air conditioning units and other auto parts, of which the majority of sales were to the JV Company amounted to $19,593,174, Kandi Changxing amounted to $7,245,341and Kandi Shanghai amounted to $ 5,061,218. These EV parts were used in manufacturing of pure EV products by the JV Company’s subsidiaries to sell entirely to the JV Company’s customer via Zhejiang Geely Automobile Company Limited (“Zhejiang Geely”). Zhejiang Geely holds the country’s vehicle production rights, equivalent to license, for sedans, which qualifies it to sell the EV products to the end customers. Zhejiang Geely is 90% owned by Zhejiang Geely Holding Group Company Limited and 10% owned by Zhejiang Maple Asset Management Co. Ltd. According to the JV Agreement, before the JV Company received vehicle production rights (license), the JV Company and its subsidiaries all may sell their products through the channel of Zhejiang Geely’s vehicle production rights (license) to the end customers or the Service Company, which purchased and used the cars in Hangzhou Micro Public Transportation project and group long-term lease project. With the total sales to the JV Company and its subsidiaries, approximately 85% for the nine months ended September 30, 2015 and approximately 79% for the three months ended September 30, 2015 of the total sales were related to the sales of battery packs because Kandi New Energy holds a production rights (license) to manufacture requisite battery packs used in manufacturing of Kandi brand’s EVs. Under the JV Agreement, the Company’s EV product manufacturing business has been completely transferred to the JV Company. The Company is mainly responsible for supplying the JV Company with EV parts and the JV Company is responsible for producing EV products and for selling finished goods through channels to its end customers.

51


As of September 30, 2015 and December 31, 2014, the amount due from the JV Company, net was $76,814,162 and $51,450,612, respectively, of which the majority was the balances with Kandi Jinhua, Kandi Changxing, Kandi Shanghai. The breakdown was as below:

    September 30,     December 31,  
    2015     2014  
             
Kandi Shanghai $  20,274,877   $  6,978,618  
Kandi Changxing   2,662,919     7,359,202  
Kandi Jinhua   7,249,376     12,736,420  
JV Company   46,626,990     24,376,372  
Consolidated JV Company $  76,814,162   $  51,450,612  

52


Within the receivables from the JV Company, the $23,533,842 was a one-year entrusted loan that Kandi Vehicle lent to the JV Company from December 16, 2014 to December 15, 2015 carrying an annual interest rate determined by using the People's Bank of China floating benchmark lending rate on the date of withdraw plus 5% of that rate. The rate will not be adjusted after the withdraw during the lending period, which was 5.88% . The loan was organized by Bank of Communications Hangzhou Zhongan Branch as the agent bank between Kandi Vehicle and the JV Company. Entrusted loans are commonly found in China, where direct borrowing and lending between commercial enterprises are restricted.

NOTE 25 – COMMITMENTS AND CONTINGENCIES

Guarantees and Pledged collateral for third party bank loans

As of September 30, 2015 and December 31, 2014, the Company provided guarantees for the following third parties:

(1) Guarantees for bank loans

  September 30,     December 31,  
Guarantee provided to   2015     2014  
Zhejiang Kangli Metal Manufacturing Company. $  -   $  4,875,274  
Zhejiang Shuguang industrial Co., Ltd.   4,549,876     4,875,274  
Nanlong Group Co., Ltd.   3,137,846     9,750,548  
Total $  7,687,722   $  19,501,096  

On September 29, 2015, the Company entered into a guarantee contract to serve as the guarantor for the bank loan borrowed from Ping An Bank in the amount of $4,549,876 by Zhejiang Shuguang Industrial Co., Ltd. (“ZSICL”) for the period from September 29, 2015 to September 28, 2016. ZSICL is not related to the Company. Under these guarantee contracts, the Company agrees to perform all obligations of ZSICL under the loan contracts if ZSICL fails to perform its obligations as set forth therein.

On March 15, 2013, the Company entered into a guarantee contract to serve as the guarantor for the bank loans borrowed from Shanghai Pudong Development Bank Jinhua Branch in the amount for the total amount $3,137,846 by Nanlong Group Co., Ltd. (“NGCL”) for the period from March 15, 2013 to March 15, 2016. NGCL is not related to the Company. Under this guarantee contract, the Company agrees to perform all obligations of NGCL under the loan contract if NGCL fails to perform its obligations as set forth therein.

53


(2) Pledged collateral for third parties’ bank loans

As of September 30, 2015 and December 31, 2014, none of the Company’s land use rights or plant and equipment were pledged as collateral securing bank loans to third parties.

NOTE 26 –SEGMENT REPORTING

The Company has only one single operating segment. The Company’s revenue and long-lived assets are primarily derived from and located in the PRC. The Company only has operations in the PRC.

The following table sets forth revenues by geographic area for the nine months ended September 30, 2015 and 2014, respectively:

    Nine Months Ended September 30,  
    2015     2014  
    Sales Revenue     Percentage     Sales Revenue     Percentage  
Overseas $  3,380,570     2%   $  6,005,588     5%  
China   138,892,521     98%     111,332,763     95%  
Total $  142,273,091     100%   $  117,338,351     100%  

54


The following table sets forth revenues by geographic area for the three months ended September 30, 2015 and 2014, respectively:

    Three Months Ended September 30,  
    2015     2014  
    Sales Revenue     Percentage     Sales Revenue     Percentage  
Overseas $  1,436,398     3%   $  2,650,592     6%  
China   49,092,147     97%     41,556,400     94%  
Total $  50,528,545     100%   $  44,206,992     100%  

55


 
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 our Annual Report on Form 10-K for the year ended December 31, 2014 and those set forth from time to time in our other 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.

Critical Accounting Policies and Estimates

This section should be read together with the Summary of Significant Accounting Policies in the attached condensed consolidated financial statements included in this report.

56


Policy affecting options and warrants

Our stock option cost is recorded in accordance with ASC 718, Compensation — Stock Compensation, and ASC 505, Equity. The fair value of stock options is estimated using the Black-Scholes-Merton model. Our expected volatility assumption is based on the historical volatility of our common stock. The expected life assumption is primarily based on the expiration date of the option. The risk-free interest rate for the expected term of the option is based on the U.S. Treasury yield curve in effect at the time of grant. Stock option expense recognition is based on awards expected to vest. There were no estimated forfeitures. ASC standards require forfeitures to be estimated at the time of grant and revised in subsequent periods, if necessary, if actual forfeitures differ from those estimates.

Our warrant costs are recorded in liabilities and equities, respectively, in accordance with ASC 480, Distinguishing Liabilities From Equity, ASC 505, Equity, and ASC 815, Derivatives and Hedging. The fair value of a warrant, which is classified as a liability, is estimated using the Black-Scholes-Merton model and the lattice valuation model. Our expected volatility assumption is based on the historical volatility of our common stock. The expected life assumption is primarily based on the expiration date of the warrant. The risk-free interest rate for the expected term of the warrant is based on the U.S. Treasury yield curve in effect at the time of measurement. The warrants, which are freestanding derivatives classified as liabilities on the balance sheet, are measured at fair value on each reporting date, with decreases in fair value recognized in earnings and increases in fair values recognized in expenses.

The fair value of equity-based warrants, which are not considered derivatives under ASC 815, is estimated using the Black-Scholes-Merton model. Our expected volatility assumption is based on the historical volatility of our common stock. The expected life assumption is primarily based on the expiration date of the warrant. The risk-free interest rate for the expected term of the option is based on the U.S. Treasury yield curve in effect at the time of grant.

Estimates affecting accounts receivable and inventories

The preparation of our consolidated financial statements requires management to make estimates and assumptions that affect our reporting of assets and liabilities (and contingent assets and liabilities). These estimates are particularly significant where they affect the reported net realizable value of our accounts receivable and inventories.

Accounts receivable are recognized and carried at net realizable value. An allowance for doubtful accounts is recorded in the period when a loss is probable based on an assessment of specific factors, such as troubled collection, historical experience, accounts aging, ongoing business relations and other factors. Accounts are written off after exhaustive efforts at collection. If accounts receivable are to be provided for, or written off, they would be recognized in the consolidated statement of operations within operating expenses. As of September 30, 2015 and December 31, 2014, we recorded no allowance for doubtful accounts. This determination was made per our management’s judgment, which was based on their best knowledge.

57


Inventory is stated at the lower of cost, determined on a weighted average basis, or net realizable value. Net realizable value is the estimated selling price in the ordinary course of business less the estimated cost of completion and the estimated costs necessary to make the sale. Adjustments to reduce the cost of inventory to its net realizable value are made, if required, for estimated excess, obsolescence, or impaired balances. When inventories are sold, their carrying amount is charged to expense in the year in which the revenue is recognized.

Write-downs for declines in net realizable value or for losses of inventories are recognized as an expense in the year the impairment or loss occurs.

Although we believe that there is little likelihood that actual results will differ materially from current estimates, if customer demand for our products decreases significantly in the near future, or if the financial condition of our customers deteriorates in the near future, we could realize significant write downs for slow-moving inventories or uncollectible accounts receivable.

Revenue Recognition

Our revenue recognition policy plays a key role in our consolidated financial statements. Revenues represent the invoiced value of goods sold, recognized upon the shipment of goods to customers, and revenues are recognized when all of the following criteria are met:

Persuasive evidence of an arrangement exists; delivery has occurred or services have been rendered; the seller’s price to the buyer is fixed or determinable; and collectability is reasonably assured.

The revenue recognition policies for our products, including EVs, EV parts and Off-road vehicles, are the same: When the products are delivered, the associated risk of loss is deemed transferred, and at that time we recognize revenues.

58


Warranty Liability

Most of our non-EV products (the “Legacy Products”) are exported out of China to foreign countries that have legal and regulatory requirements with which we are not familiar. Development of warranty policies for our Legacy Products in each of these countries would be virtually impossible and prohibitively expensive. Therefore, we provide price incentives and free parts to our customers and in exchange, our customers establish appropriate warranty policies and assume warranty responsibilities. Consequently, warranty issues are taken into consideration during the price negotiation for our products. The free parts are delivered along with the products, and when products are sold, the related parts are recorded as cost of goods sold. Due to the reliable quality of our products, we have been able to maintain this warranty policy and we have not had any product liabilities attributed to the quality of our products.

For the EV products that we sold before year 2015 in China, there is a three-year or 50,000 kilometer manufacturer warranty. This warranty affects us through our participation and investment in the JV Company, which manufactures the EV products.

Results of Operations

Comparison of Three Months Ended September 30, 2015 and 2014

The following table sets forth the amounts and percentage relationship to revenue of certain items in our condensed consolidated statements of income (loss) and comprehensive income (loss) for the three months ended September 30, 2015 and 2014.

    Three Months Ended  
  Sep 30, 2015     % of Revenue      Sep 30, 2014     % of Revenue     Change  in  Amount     Change in %  
                                     
REVENUES, NET $ 50,528,545       $ 44,206,992         6,321,553     14.3%  
                                     
COST OF GOODS SOLD   43,411,839     85.9%     38,698,452     87.5%     4,713,387     12.2%  
                                     
GROSS PROFIT   7,116,70 6     14.1%     5,508,540     12.5%     1,608,166     29.2%  
                                     
OPERATING EXPENSES:                                    
                                     
Research and development   785,450     1.6%     391,097     0.9%     394,353     100.8 %  
                                     
Selling and marketing   122,873     0.2%     432,365     1.0%     (309,492 )   -71.6 %  
                                     
General and administrative   8,649,541     17.1%     2,076,749     4.7%     6,572,792     316.5 %  
                                     
Total Operating Expenses   9,557,864     18.9%     2,900,211     6.6%     6,657,653     229.6 %  
                                     
INCOME (LOSS) FROM OPERATIONS   (2,441,158 )   -4.8%     2,608,329     5.9%     (5,049,487 )   -193. 6%  
                                     
OTHER INCOME(EXPE NSE):                        
                                     
Interest income   1,140,756     2.3%     220,911     0.5%     919,845     416.4 %  
                                     
Interest (expense)   (534,987 )   -1.1%     (932,030 )   -2.1%     397,043     -42.6 %  
                                     
Change in fair value of financial instruments   3,049,242     6.0%     10,187,277     23.0%     (7,138,035 )   -70.1%  
                                     
Government grants   (724 )   0.0%     63,584     0.1%     (64,308 )   -101.1%  
                                     
Share of (loss) in associated companies   -     0.0%     38,702     0.1%     (38,702 )   -100.0%  
                                     
Share of profit after tax of JV   1,179,605     2.3%     2,038,388     4.6%     (858,783   -42.1%   
                                     
Other income, net   988,224     2.0%     21,814     0.0%     966,410     4430.2%  
                                     
Total other income(expense), net   5,822,116     11.5%     11,638,646     26.3%     (5,816,530 )   -50.0%  
                                     
INCOME BEFORE INCOME TAXES   3,380,958     6.7%     14,246,975     32.2%     (10,866 ,017 )   -76.3%  
                                     
INCOME TAX EXPENSE   (1,037,763 )   -2.1%     (713,273 )   -1.6%     (324,490 )   45.5%  
                                     
NET INCOME   2,343,195     4.6%     13,533,702     30.6%     (11,190,507 )   -82.7%  

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(a) Revenue

For the three months ended September 30, 2015, our revenue was $50,528,545 compared to $44,206,992 for the same period of 2014, an increase of $6,321,553 or 14.3% . The increase in revenue was mainly due to the increase in EV parts sales during this period. The majority of the EV parts sales was battery sales.

The following table summarizes our revenues as well as the number of units sold by product types for the three months ended September 30, 2015 and 2014:

    Three Month Ended September 30  
    2015     2014  
    Unit     Sales     Unit     Sales  
EV parts   32,472   $  48,955,421     29,721   $  36,077,085  
EV products   0     0     135     741,109  
Off-road vehicles   2,364     1,573,124     9,187     7,388,798  
Total   34,836   $  50,528,545     39,043   $  44,206,992  

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EV Parts

Among our total revenues during the three months ended September 30, 2015, approximately $48,955,421 or 96.9% resulted from the sale of EV parts. We started the EV parts business in 2014, and our revenue of EV parts increased $12,878,336 or 35.7%, compared to the same period of 2014. Our EV parts sales primarily consisted of the sales of battery packs, body parts, EV drive motors, EV controllers, air conditioning units and other auto parts to the JV Company for manufacturing of EV products.

EV Products

Among our total revenues during the three months ended September 30, 2015, there was no EV products sales. The EV products revenue decreased $741,109, or 100% compared to the same period of 2014 because the manufacture of EV products was transferred to the JV Company based on the JV Agreement. Under the JV Agreement with our joint venture partner, Shanghai Maple Guorun Automobile Co., Ltd., since March 2013, our EV products manufacturing business has been gradually transferred to the JV Company, such transfer was completed at the end of 2014. We are now primarily responsible for supplying the JV Company with EV parts and the JV Company is primarily responsible for the production of EV products.

Off-Road Vehicles

Among our total revenues during the three months ended September 30, 2015, approximately $1,573,124 or 3.1%, resulted from the sale of off-road vehicles. The off-road vehicles revenue decreased $5,815,674, or 78.7% compared to the same period of 2014, mainly because the Company now focused on the EV parts production, which is in line with the long-term strategy of the Company.

(b) Cost of goods sold

Cost of goods sold was $43,411,839 during the three months ended September 30, 2015, representing an increase of $4,713,387, or 12.2%, compared to the same period of 2014. This increase was mainly due to the increase in corresponding sales. Please also refer to below (c) for the details cost by products.

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(c) Gross profit

Gross profit for the third three months of 2015 increased $1,608,166 or 29.2% to $7,116,706, compared to $5,508,540 for the same period last year. Margin by product is as below:

      Three Months Ended September 30       
  2015     2014  
  Sales     Cost     Gross Profit     Margin %     Sales     Cost     Gross Profit     Margin %  
EV parts $ 48,955,421     41,980,345     6,975,076     14.2%   $  36,077,085     32,637,313     3,439,772     9.5%  
EV products   -     -     -         741,109     509,187     231,92 2     31.3%  
Off-ro ad vehicles   1,573,1 24     1,431,494     141,63 0     9.0%     7,388,7 98     5,551,952     1,836,846     24.9%  
Total $  50,528,545     43,411,839     7,116,706     14.1%   $ 44,206,992     38,698,452     5,508,540     12.5%  

The overall margin increased from 12.5% of the third three months of 2014 to 14.1% of the same period of 2015, which was due to the cost control and the scaled production for EV parts while offset by the impact of zero EV products sales and the decrease of off-road vehicles sales.

(d) Selling and distribution expenses

Selling and distribution expenses were $122,873 for the third three months of 2015, compared to $432,365 for the same period last year, a decrease of $309,492 or 71.6% .

This decrease was primarily due to the decrease of contractual maintenance and repair expense of $ 262,868 since we don’t have EV products sales starting year 2015.

(e) General and administrative expenses

General and administrative expenses were $8,649,541 for the third three months of 2015, compared to $2,076,749 for the same period of last year, an increase of $6,572,792 or 316.5% . For the three months ended September 30, 2015, general and administrative expenses included $7,028,089 in expenses for common stock awards and stock options to employees and consultants, compared to $2,024,550 for the same period in 2014. Excluding stock award costs, our net general and administrative expenses for the three months ended September 30, 2015 were $1,621,452, an increase of $1,569,253, from $52,199 for the same period of 2014. The increase was primarily due to an office expense adjustment of $886,845 in the third quarter of 2014, and also the legal expense of $460,174.

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(f) Research and development

Research and development expenses were $785,450 for the third three months of 2015, an increase of $394,353 or 100.8% compared to $391,097 for the same period of last year. This increase was primarily due to the increase of $445,454 on the material spending for battery pack research and development in the third quarter of 2015.

(g) Government grants

Government grants were $-724(due to the change resulting from the RMB depreciation against the US dollars) for the third three months of 2015, a decrease of $64,308 compared to $63,584 for the same period of last year.

The government grants are project based. There was no government grants in the third quarter of 2015.

(h) Interest income

Interest income was $1,140,756 for the third three months ended September 30, 2015, an increase of $919,845 compared to $220,911for the same period of last year. This change was primarily attributable to an increase in interest income earned $350,835 on an entrusted loans made to the JV Company starting from December 16, 2014 and also the deposit interest income $426,749.

(i) Interest expense

Interest expense was $534,987 for the third three months of 2015, a decrease of $397,043 compared to $932,030 for the same period of last year. This change was due to the interest expense of a bond for $371,789 in the same period last year.

(j) Change in fair value of financial instruments

For the third three months of 2015, the gain related to changes in the fair value of derivative liability relating to the warrants issued to the investors and a placement agent was $3,049,242, a decrease of $7,138,035 compared to the same period of last year. The decrease was due to the change on the fair value valuation of warrants during the period.

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(k) Share of (loss) of associated company

Investment gains were $0 for the third three months of 2015, a negative change of $38,702 compared to the same period of last year, primarily due to the loss of our investment in Jinhua Service as this entity was dissolved in the third quarter of 2014.

(l) Share of profit (loss) after tax of the JV Company

For the three months ended September 30, 2015, the JV Company’s net sales was $98,447,939, gross profit was $ 13,325,272i, and net profit was $1,611,658. We accounted for our investments in the JV Company under the equity method of accounting as we have a 50% ownership interest in the JV Company. As a result, we recorded 50% of the JV Company’s profit for $805,829 for the third quarter of 2015. After eliminating intra-entity profits and losses, our share of the after tax profit of the JV Company was $1,179,605 for the three months ended September 2015, a decrease of $858,783 compared to the same period of last year. The decrease of the JV Company’s profits were primarily due to: 1) the significant interest expense occurred for the increased bank loan for operating needs, 2) the increased operating expenses incurred compared to the same period last year, which were for the JV Company’s future business growth 3) the lower product margin due to the lower selling price to a strategic client in the third quarter of 2015.

During the third quarter of 2015, a total of 6,004 units of EV products were sold by the JV Company, an increase of 207.9% compared to 1,950 units sold in the same period of 2014.

(m) Other income, net

Net other income was $988,224 for the third three months of 2015, an increase of $966,410 or 4430.2% compared to the same period of last year, which was primarily due to a technology transfer income from the Company to the JV Company for $884,486 in the third quarter of 2015.

(n) Net income from continuing operation

Net income was $2,343,195 for the third three months of 2015, a decrease of $11,190,507 or 82.7% compared to $13,533,702 for the same period of last year. The decrease in net income was primarily attributable to the change of the fair value of financial derivatives, which was an income of $3,049,242 and $10,187,277 for the third three months ended September 30, 2015 and 2014, respectively; The other reason was the difference of stock compensation expense which was $7,028,089 and $2,024,550 for the third quarter ended September 30, 2015 and 2014 respectively, Our non-GAAP net income was $6,322,042 for the third three months of 2015 as compared to non-GAAP net income of $5,370,975 for the same period of 2014, an increase of $951,067. This increase in net income (non-GAAP) was primarily attributable to the growth in revenue and also the technology transfer income from the Company to the JV Company in the third quarter.

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We make reference to certain non-GAAP financial measures, i.e., the adjusted net income. Management believes that such adjusted financial result is useful to investors in evaluating our operating performance because it presents a meaningful measure of corporate performance. See the non-GAAP reconciliation table below. Any non-GAAP measures should not be considered as a substitute for, and should only be read in conjunction with measures of financial performance prepared in accordance with GAAP.

  Three Months Ended  
    September 30,  
  2015     2014  
GAAP net income from continuing operations $  2,343,195   $  13,533,702  
Stock award expenses   7,028,089     2,024,550  
Change of the fair value of financial derivatives   3,049,242     10,187,277  
Non-GAAP net income from continuing operations $  6,322,042   $  5,370,975  

Comparison of Nine Months Ended September 30, 2015 and 2014

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 nine months ended September 30, 2015 and 2014.

    Nine Months Ended  
  Sep 30, 2015     % of  Revenue     Sep 30, 2014     % of Revenue     Change in Amount      Change  in %  
                                     
REVENUES, NET $   142,273,091       $  117,338,351         24,934,740     21.3%  
                                     
COST OF GOODS SOLD   122,294,189     86.0%    99,748,314     85.0%     22,545,875     22.6%  
                                     
GROSS PROFIT   19,978, 902     14.0%     17,590,037     15.0%     2,388,865     13.6%  
                                     
OPERATING EXPENSES:                        
                                     
Research and development   1,928,091     1.4%     2,535,027     2.2%     (606,936 )   -23.9 %  
                                     
Selling and marketing   312,284     0.2%     939,516     0.8%     (627,232 )   -66.8 %  
                                     
General and administrative   16,275, 202     11.4%     11,720,693     10.0%     4,554,509     38.9%  
                                     
Total Operating Expenses   18,515, 577     13.0%     15,195,236     12.9%     3,320,341     21.9%  
                                     
INCOME FROM OPERATIONS   1,463,325     1.0%     2,394,801     2.0%     (931,476 )   -38.9 %  
                                     
OTHER INCOME(EXPE NSE):                        
                                     
Interest income   2,454,079     1.7%     1,453,047     1.2%     1,001,032     68.9%  
                                     
Interest (expense)   (1,730, 898 )   -1.2%     (2,850,341 )   -2.4%     1,119,443     -39.3 %  
                                     
Change in fair value of financial instruments   11,802,586     8.3%     6,814,675     5.8%     4,987,911     73.2%  
                                     
Government grants   92,139     0.1%     217,284     0.2%     (125,145 )   -57.6 %  
                                     
Share of profit (loss) in associated companies   -     0.0%     (54,290 )   0.0%     54,290     -100.0%  
                                     
Share of profit (loss) after tax of JV   1,900,128     1.3%     3,757,218     3.2%     (1,857,090 )   -49.4 %  
                                     
Other income, net   1,094,278     0.8%     141,641     0.1%     952,637     672.6 %  
                                     
Total other income, net   15,612,312     11.0%     9,479,234     8.1%     6,133,078     64.7%  
                                     
INCOME BEFORE INCOME TAXES   17,075,637     12.0%     11,874,035     10.1%     5,201,602     43.8%  
                                     
INCOME TAX EXPENSE   (3,175,287 )   -2.2%     (1,269,408 )   -1.1%     (1,905,879 )   150.1 %  
                                     
NET INCOME   13,900,350     9.8%     10,604,627     9.0%     3,295,723     31.1%  

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(a) Revenue

For the nine months ended September 30, 2015, our revenue was $142,273,091 compared to $117,338,351 for the same period of 2014, an increase of $24,934,740 or 21.3%. The increase in revenue was mainly due to the increase in EV parts sales during this period. The majority of the EV parts sales were battery sales.

The following table summarizes our revenues as well as the number of units sold by product types for the nine months ended September 30, 2015 and 2014:

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    Nine Months Ended September 30  
    2015     2014  
    Unit     Sales     Unit     Sales  
EV parts   78,603   $  138,584,847     79,189   $  78,528,845  
EV products   -     0     1,666     22,358,409  
Off-road vehicles   5,278     3,688,244     21,030     16,451,097  
Total   83,881   $  142,273,091     101,885   $  117,338,351  

EV Parts

Among our total revenues during the nine months ended September 30, 2015, approximately $138,584,847, or 97.4%, resulted from the sale of EV parts. Our revenue of EV parts increased $60,056,002, or 76.5%, compared to the nine months ended September 30, 2014. Our EV parts sales primarily consisted of the sales of battery packs, body parts, EV drive motors, EV controllers, air conditioning units and other auto parts to the JV Company for manufacturing EV products.

EV Products

Among our total revenues during the nine months ended September 30, 2015, there was no revenue from EV products sales because the manufacture of EV products was transferred to the JV Company based on the JV Agreement. As a result, the EV products revenue decreased $22,358,409, or 100% compared to the same period of 2014. Under the JV Agreement, since March 2013, our EV products manufacturing business has been gradually transferred to the JV Company, and such transfer was completed at the end of 2014. We are now primarily responsible for supplying the JV Company with EV parts and the JV Company is primarily responsible for the production of EV products.

Off-Road Vehicles

Among our total revenues during the nine months ended September 30, 2015, approximately $3,688,244, or 2.6%, resulted from the sale of off-road vehicles. The off-road vehicles revenue decreased $12,762,853, or 77.6%, compared to the same period of 2014, mainly because the Company now focuses on the EV parts production, which is in line with the Company’s long-term strategy.

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(b) Cost of goods sold

Cost of goods sold was $122,294,189 during the nine months ended September 30, 2015, representing an increase of $22,545,875, or 22.6%, compared to the same period of 2014. This increase was mainly due to the increase in corresponding growth in sales. Please also refer to (c) for cost details of each products.

(c) Gross profit

Gross profit for the nine months ended September 30, 2015 increased 13.6% to $19,978,902, compared to $17,590,037 for the same period last year. Margin by product was as below:

     Nine Months Ended September 30  
    2015     2014  
  Sales     Cost     Gross Profit     Margin %     Sales     Cost     Gross Profit     Margin %  
EV parts 138,584,847     119,132,000     19,452,847     14.0%   78,528,845     71,156,715     7,372,130     9.4%  
EV produ cts   0     0     0         22,358,409     15,994,877     6,363,532     28.5%  
Off-r oad vehicles   3,688,244     3,162,189     526,055     14.3%     16,451,097     12,596,722     3,854,375     23.4%  
Total $   142,273,091     122,294,189     19,978,902     14.0%   117,338,351     99,748,314     17,590,037     15.0%  

The overall margin decreased from 15.0% for the nine months ended September 30, 2014 to 14.0% for the same period of 2015.The principle reason for the decrease was that the Company did not sell any EV products directly to consumers in 2015, which was a high margin business in the last year. The margin of EV parts has significantly increased from 9.4% of the nine months of 2014 to 14.0% of the same period of 2015 due to the cost control and the scaled production for EV parts.

(d) Selling and distribution expenses

Selling and distribution expenses were $312,284 for the nine months ended September 30, 2015, compared to$939,516 for the same period last year, a decrease of $627,232 or 66.8% .

This decrease was primarily due to the decrease of contractual maintenance and repair expense of EV products for $564,445 because we did not have EV products sales starting from year 2015.

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(e) General and administrative expenses

General and administrative expenses were $16,275,202 for the nine months ended September 30, 2015, compared to $11,720,693 for the same period of last year, an increase of $4,554,509 or 38.9%. For the nine months ended September 30, 2015, general and administrative expenses included $12,559,581 in expenses for common stock awards and stock options to employees and consultants, compared to $6,453,797 for the same period in 2014. Excluding stock award costs, our net general and administrative expenses for the nine months ended September 30, 2015 were $3,715,621, a decrease of $1,551,275, or 29.5%, from $5,266,896 for the same period of 2014. The decrease was primarily due to a placement agent fee of $1,963,408 occurred in the nine months ended September 30, 2014. We did not incur a similar fee in the same period of 2015.

(f) Research and development

Research and development expenses were $1,928,091 for the nine months ended September 30, 2015, a decrease of $606,936 or 23.9% compared to $2,535,027 for the same period of last year. This decrease was primarily due to: 1) the expenses on China Auto Research Centre for EV testing decreased $312,450 compared to the same period last year; and 2) the depreciation expenses decreased by $853,913 compared to the same period last year due to the related R&D equipment transferred from R&D department into the production department; 3) the material spending for battery pack research and development increased for $445,454 in the third quarter of 2015.

(g) Government grants

Government grants were $92,139 for the nine months ended September 30, 2015, a decrease of $125,145 or 57.6% compared to $217,284 for the same period of last year.

The government grants are project based. In April 2015, we received an RMB 400,000 (approximately $64,659) grant for the research of Kandi EV SMA7005 for Kandi Vehicle and an RMB 170,000 (approximately $27,480) grant for technologies incentive for Yongkang Scruo.

(h) Interest income

Interest income was $2,454,079 for the nine months ended September 30, 2015, an increase of $1,001,032 or 68.9% compared to $1,453,047 for the same period of last year. This change was primarily attributable to an increase in interest income earned on the entrusted loans made to the JV Company.

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(i) Interest expense

Interest expense was $1,730,898 for the nine months ended September 30, 2015, a decrease of $1,119,443 or 39.3% compared to $2,850,341 for the same period of last year. This change was mainly due to the bond interest expense for $1,115,368 in the nine months ended September 30, 2014.

(j) Change in fair value of financial instruments

For the nine months ended September 30, 2015, the gain related to changes in the fair value of derivative liability relating to the warrants issued to the investors and a placement agent was $11,802,586, an increase of $4,987,911 compared to the same period of last year. The gain on the changes in the fair value of derivative, liability is due to the decrease of the fair value price of the derivative which was primarily attributable to two factors. First, it was caused by the decrease in the market price of the Company’s common stock underlying the warrants issued on September 4, 2014, which decreased from $17.13 on the issuance date to $5.25 on September 30, 2015. Second, it was due to the passage of remaining life of 1,429,393 shares of warrants, a significant portion of the Company’s outstanding warrants. These warrants was expired on January 30, 2015.

(k) Share of (loss) of associated company

Investment gains were $0 for the nine months ended September 30, 2015, a positive change of $54,290 compared to the same period of last year, primarily due to the liquidation of our investment in Jinhua Service as this entity was dissolved in the third quarter of 2014.

(l) Share of profit (loss) after tax of the JV Company

For the nine months ended September 30, 2015, the JV Company’s net sales were $197,965,282, gross profit was $ 31,958,679, and net profit was $4,000,781. We accounted for our investments in the JV Company under the equity method of accounting as we have a 50% ownership interest in the JV Company. As a result, we recorded 50% of the JV Company’s profit for $2,000,390 for the nine months ended September 30, 2015. After eliminating intra-entity profits and losses, our share of the after tax profit of the JV Company was $1,900,128 for the nine months ended September 30, 2015, a decrease of $1,857,090 or 49.4% compared to the same period of last year, the main reasons for the decrease of the JV Company’s profits primarily due to: 1) the significant interest expense occurred for the increased bank loan for operating needs, 2) the increased operating expenses incurred compared to the same period last year, which were for the JV Company’s future business growth, and 3) the lower product margin due to the lower selling price to a strategic client in the third quarter of 2015.

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During the nine months ended September 30, 2015, a total of 12,120 units of EV products were sold by the JV Company, an increase of 66.5% compared to 7,279 units sold in the same period of 2014.

(m) Other income, net

Net other income was $1,094,278 for the nine months ended September 30, 2015, an increase of $952,637 or 672.6% compared to the same period of last year, which was primarily due to a technology transfer income from the Company to the JV Company for $884,486 in the third quarter of 2015.

(n) Net income from continuing operation

Net income was $13,900,350 for the nine months ended September 30, 2015, an increase of $3,295,723 compared to $10,604,627 for the same period of last year. The increase in net income was primarily attributable to the increased revenue and gross profits, and the gain from the change in the fair value of derivative securities, including (i) the effects of stock award expenses, which were $12,559,581 and $6,453,797 for the nine months ended September 30, 2015 and 2014, respectively, and (ii) the change of the fair value of financial derivatives, which was income of $11,802,586 and 6,814,675 for the nine months ended September 30, 2015 and 2014, respectively, our non-GAAP net income was $14,657,345 for the nine months ended September 30, 2015 as compared to non-GAAP net income of $10,243,749 for the same period of 2014, an increase of $4,413,596. This increase in net income (non-GAAP) was primarily attributable to the increase in revenue and gross profits and the operating expense savings during this nine-month period and also the technology transfer income.

We make reference to certain non-GAAP financial measures, i.e., the adjusted net income. Management believes that such adjusted financial result is useful to investors in evaluating our operating performance because it presents a meaningful measure of corporate performance. See the non-GAAP reconciliation table below. Any non-GAAP measures should not be considered as a substitute for, and should only be read in conjunction with measures of financial performance prepared in accordance with GAAP.

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    Nine Months Ended  
    September 30,    
    2015     2014  
GAAP net income from continuing operations $  13,900,350   $  10,604,627  
Stock award expenses   12,559,581     6,453,797  
Change of the fair value of financial derivatives   11,802,586     6,814,675  
Non-GAAP net income from continuing operations $  14,657,345   $  10,243,749  

LIQUIDITY AND CAPITAL RESOURCES

Cash Flow

For the nine months ended September 30, 2015, cash used in operating activities was $1,126,747, as compared to cash used in operating activities of $46,397,580 for the same period of last year.

Below is the cash flow statement for the operating activities:

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    Nine Months Ended  
September 30, 2015 September 30, 2014
             
CASH FLOWS FROM OPERATING ACTIVITIES:        
Net income $  13,900,350   $  10,604,627  
Adjustments to reconcile net income to net cash provided by operating activities        
Depreciation and amortization   4,388,902     4,157,606  
Assets Impairments   -        
Deferred taxes   (1,854,863 )   808,725  
Change in fair value of financial instruments   (11,802,586 )   (6,814,675 )
Loss (income) in investment in associated companies   -     54,290  
Share of profit after tax of JV Company   (1,900,128 )   (3,757,218 )
Decrease in reserve for fixed assets   -     -  
Stock Compensation cost   12,486,881     -  
             
Changes in operating assets and liabilities, net of effects of acquisition:        
(Increase) Decrease In:            
Accounts receivable   (19,286,512 )   17,190,113  
Inventories   (17,289,849 )   (5,480,008 )
Other receivables   (298,976 )   105,092  
Due from employee   (10,535 )   413,441  
Prepayments and prepaid expenses   6,265,899     (49,927,475 )
Amount due from JV Company   (27,964,497 )   (49,177,160 )
             
Increase (Decrease) In:            
Accounts payable   44,980,746     32,911,627  
Other payables and accrued liabilities   (1,302,135 )   2,441,464  
Customer deposits   (2,502,087 )   108,031  
Income Tax payable   1,062,643     (36,060 )
Due to related party   -     -  
Net cash (used in ) provided by operating activities $  (1,126,747 ) $  (46,397,580 )

The major operating activities that provided cash for the nine months ended September 30, 2015 were net income of $13,900,350 and an increase in accounts payable of $44,980,746. The major operating activities that used cash for nine months ended September 30, 2015 were an increase in receivables from the JV Company of $27,964,497 and from other clients of $19,286,512, and an increase in inventories of $17,289,849.

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Below is the cash flow statement for the investing activities:

    Nine Months Ended  
  September 30, 2015     September 30, 2014  
             
CASH FLOWS FROM INVESTING ACTIVITIES:        
(Purchases)/Disposal of plant and equipment, net   (408,850 )   (813,246 )
Purchases of land use rights and other intangible assets   -     (1,667,986 )
Purchases of construction in progress   (39,054 )   (39,283 )
Deposit for acquisition   -     -  
Disposal of associated company   -     (96,268 )
Issuance of notes receivable   (72,040,444 )   (21,698,986 )
Repayment of notes receivable   61,697,894     29,344,951  
Long Term Investment   (1,535,651 )   -  
Net cash provided by (used in) investing activities $  (12,326,105 ) $  5,029,182  

Cash used by investing activities for the nine months ended September 30, 2015 was $12,326,105 primarily due to the result of the issuance of notes receivable of $72,040,444 and repayment of notes receivable of $61,697,894.

Below is the cash flow statement for the financing activities:

    Nine Months Ended  
  September 30, 2015     September 30, 2014  
             
CASH FLOWS FROM FINANCING ACTIVITIES:            
 Restricted cash   (3,232,950 )   (13,006,018 )
 Proceeds from short-term bank loans   30,583,709     28,616,816  
 Repayments of short-term bank loans   (27,512,406 )   (39,998,504 )
 Proceeds from notes payable   9,860,498     13,007,644  
 Repayment of notes payable   (12,299,436 )   (16,584,746 )
 Option exercise stock awards & other financing   -     6,429,622  
 Warrant exercise   -     22,447,914  
Common stock issued for acquisition, net of cost of capital   -     78,155,627  
Net cash (used in) provided by financing activities $  (2,600,585 ) $  79,068,355  

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Cash provided by financing activities for the nine months ended September 30, 2015 was $40,444,207, primarily due to the result of proceeds from short-term loans of $30,583,709, and the proceeds from notes payable of $9,860,498. Cash used in financing activities for the nine months ended September 30, 2015 was $43,044,792, primarily due to restricted cash increase of $3,232,950, repayments of short-term bank loans of $27,512,406 and repayment of notes payable of $12,299,436.

Working Capital

We had a working capital surplus of $54,318,555 at September 30, 2015, compared to $39,202,684 as of December 31, 2014.

We have historically financed our operations through short-term commercial bank loans from PRC banks. The term of these loans is typically for one year, and upon the payment of all outstanding principal and interest in a particular loan, the banks have typically rolled over the loan for an additional one-year term, with adjustments made to the interest rate to reflect prevailing market rates. We believe that this situation has not changed and that short-term bank loans will be available on normal trade terms if needed.

Capital Requirements and Capital Provided

Capital requirements and capital provided for the nine months ended September 30, 2015 were as follows:

  Nine Months Ended  
    September 30, 2015  
    (In Thousands)  
Capital requirements      
Purchase of plant and equipment $  409  
Purchase of construction in progress   39  
Issuance of notes receivable   72,040  
Long term investment   1,536  
Repayments of short-term bank loans   27,512  
Repayments of notes payable   12,299  
Increase in restricted cash   3,233  
Internal cash used in operations   1,127  
Total capital requirements $  118,195  
       
Capital provided      
Repayments of notes receivable   61,698  
Proceeds from short-term bank loan   30,584  
Proceeds from notes payable   9,860  
Decrease in cash   14,688  
Total capital provided $  116,830  

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The change in exchange rate over the past nine months caused the difference between capital provided and capital required.

Recent Development Activities:

On July 6, 2015, we announced that the JV company signed a sales contract with Zhejiang Shi Kong Electric Vehicle Co. Ltd. (“Zhejiang Shi Kong”) for 4,000 units of Kandi Brand electric vehicles (EVs), including 1,500 units of Kandi K11 (Panda) and 2,500 units of Kandi K10 (Mini). The total value of the contract is over $89 million. Kandi expects vehicle delivery to be completed by the end of 2015. Zhejiang Shi Kong is dedicated to deepening the penetration of new energy vehicles (NEVs) through the Internet Plus concept. The 4,000 units of Kandi Brand EVs will be used in Zhejiang Shi Kong’s innovative programs to promote the adoption of NEVs in China. This sales contract marks Kandi’s entrance into this innovative field, and will further enhance our leadership position in China’s EV market.

On July 13, 2015, we announced that the JV Company planned to launch MPT program in Kunming City, The target is to deliver 2,000 Kandi Brand electric vehicles products by the end of 2015.This program is also strongly supported by local government. In the third quarter, we have delivered 1,100 EV products to Kunming to launch MPT program.

On July 20, 2015, we announced that the JV company and Luzhou Jiecheng Auto Co. Ltd. have signed a strategic cooperation agreement for the sale of 1,500 Kandi brand EVs in Luzhou to launch the MPT program. In support of the program, the Luzhou municipal government will match the national government’s per-vehicle subsidy. The delivery is expected by the end of 2015. We believe this cooperation will accelerate MPT’s market penetration and help us to maintain our leadership position in China’s booming EV industry.

On August 11, 2015, we announced that the JV Company received a prepayment of RMB 364.5 million (approximately US$59.6 million) representing a national subsidy for pure EV sales in 2015. We believe the prepaid national subsidy for pure EV sales in 2015 represents the government's strong support for the development of the pure EV industry. We are confident that we will continue to lead this market and achieve our full year sales target.

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On September 8, 2015, we announced that the JV Company will use the new trademark "Global Hawk" for EV developed, manufactured and sold by the JV Company beginning September 1, 2015 according to the recent board resolution. As a well-recognized brand owned by Geely, the "Global Hawk" trademark has been provided to the JV Company at no cost to help address the fast-growing demand from China's EV market. We believe this brand will boost the expansion of the JV Company's EV products into the mid-to-high-tier markets.

On September 15, 2015, we announced our pure EV model SMA7001BEV04 ("K17" or "Kandi Cyclone") was listed on the fifth approved Directory of New Energy Vehicles published recently by China's Ministry of Industry and Information Technology ("MIIT") and State Administration of Taxation ("SAT"). As a result, the Kandi Cyclone is now qualified for a purchase tax exemption.

On September 21, 2015, we announced that EV models SMA7001BEV05 and SMA7000BEV06 developed by the JV Company have been approved by Ministry of Industry and Information Technology of the People's Republic of China ("MIIT") under the 2015 No. 134 public announcement issued on September 18th, 2015. We believe it marks the beginning of the JV Company's new growth stage.

On September 30, 2015, we endorsed China's latest policy on new energy vehicle (NEV) development that was released by China's Prime Minister Li Keqiang during a State Council meeting on Sept 29th. The new policy requires government organizations, institutions and public transportation departments to increase the number of NEVs in use. The Prime Minister also indicated that local governments should not set traffic controls and purchase quotas on NEVs. With these requirements announced by the government, China government pays high attention to the development of EV industry, and it will definitely boost the strong growth of EV in the future.

On November 2, 2015, the government of Zhejiang Province announced that the R&D institute of the JV Company will be entitled as the key enterprise R&D center in Zhejiang Province. Therefore, the R&D institute of JV Company will get strong financial support for new products development and senior talent recruiting from the government.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

Exchange Rate Risk

Our operations are conducted mainly in the PRC. As such, our earnings are subject to movements in foreign currency exchange rates when transactions are denominated in Chinese Renminibi (“RMB”), which is our functional currency. Accordingly, our operating results are affected by changes in the exchange rate between the U.S. dollar and RMB currencies.

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Economic and Political Risks

Our operations in the PRC are subject to special considerations and significant risks not typically associated with companies in North America and Western Europe. These include risks associated with, among others, the political, economic and legal environment in the PRC and foreign currency exchange. Our performance may be adversely affected by changes in the political and social conditions in the PRC, and by changes in governmental policies with respect to laws and regulations, anti-inflationary measures, currency conversion, remittances abroad, and rates and methods of taxation, among other things.

Item 4.Controls and Procedures.

Evaluation of Disclosure Controls and Procedures

We have evaluated, under the supervision of our Chief Executive Officer (“CEO”) and our Chief Financial Officer (“CFO”), the effectiveness of disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934 (the “Exchange Act”)) as of September 30, 2015. Based on this evaluation, our CEO and CFO concluded that as of the end of the period covered by this report, our disclosure controls and procedures were effective.

Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act (a) is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and (b) is accumulated and communicated to management, including our CEO and CFO, as appropriate, to allow timely decisions regarding required disclosure. Our management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives and management necessarily applies its judgment in evaluating the cost-benefit relationship of possible controls and procedures. Our disclosure controls and procedures are designed to provide reasonable assurance of achieving their objectives as described above.

Changes in Internal Control over Financial Reporting

There was no change to our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that occurred during the period covered by this report that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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PART II - OTHER INFORMATION

Item 6. Exhibits

Exhibit Description

Number  
   
31.1 Certification of Principal Executive Officer pursuant to Rule 13a-14(a)/15d-14(a) under the Securities Exchange Act of 1934
31.2 Certification of Principal Financial Officer pursuant to Rule 13a-14(a)/15d-14(a) under the Securities Exchange Act of 1934
32.1 Certification of Principal Executive Officer and Principal Financial Officer pursuant to 18 U.S.C. § 1350, as Adopted Pursuant to § 906 of the Sarbanes-Oxley Act of 2002
101.INS XBRL Instance Document.
101.SCH XBRL Taxonomy Extension Schema Document.
101.CAL XBRL Taxonomy Extension Calculation Linkbase Document.
101.LAB XBRL Taxonomy Extension Label Linkbase Document.
101.PRE XBRL Taxonomy Extension Presentation Linkbase Document.
101.DEF XBRL Taxonomy Definitions Linkbase Document.

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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.

Date: November 9, 2015 By: /s/ Hu Xiaoming
    Hu Xiaoming
    President and Chief Executive Officer
    (Principal Executive Officer)

Date: November 9, 2015 By: /s/ Wang Cheng (Henry)
    Wang Cheng (Henry)
    Chief Financial Officer
    (Principal Financial Officer and
Principal Accounting Officer)

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