10-Q 1 v165802_10q.htm
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM 10-Q
 
þ
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
For the quarterly period ended September 30, 2009 
 
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, Corp.
(Exact name of registrant as specified in its charter)
 
Delaware
 
90-0363723
(State or other jurisdiction of
incorporation or organization)
 
(I.R.S. Employer Identification No.)

Jinhua City Industrial Zone
Jinhua, Zhejiang Province
People’s Republic of China
Post Code 321016
 (Address of principal executive offices)
 ___________

(86 - 0579) 82239851
 (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 þ  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 ¨  No þ  
 
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
 
Large accelerated filer ¨
Accelerated filer ¨
Non-accelerated filer  ¨
Smaller reporting company þ
 
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes ¨  No þ  
 
As of September 30, 2009 the registrant had issued and outstanding 19,961,000 shares of common stock, par value $.001 per share.

 
 

 

TABLE OF CONTENTS
 
       
Page
 
           
PART I— FINANCIAL INFORMATION
     
           
Item 1.
 
Condensed Consolidated Financial Statements
    2  
             
Item 2.
 
Management’s Discussion and Analysis of Financial Condition and Results of Operations
    30  
             
Item 3.
 
Quantitative and Qualitative Disclosures About Market Risk
    44  
             
Item 4.
 
Controls and Procedures
    45  
             
PART II— OTHER INFORMATION
       
             
Item 1.
 
Legal Proceedings
 
II-1
 
             
Item 1A.
 
Risk Factors
 
II-1
 
             
Item 2.
 
Unregistered Sales of Equity Securities and Use of Proceeds
 
II-1
 
             
Item 3.
 
Defaults Upon Senior Securities
 
II-1
 
             
Item 4.
 
Submission of Matters to a Vote of Security Holders
 
II-1
 
             
Item 5.
 
Other Information
 
II-1
 
             
Item 6.
 
Exhibits
 
II-1
 
 
 
 

 

PART I— FINANCIAL INFORMATION
 
Item 1.  Financial Statements. (Unaudited)

KANDI TECHNOLOGIES, CORP.
AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS

   
September 30,
2009
   
December 31,
2008
 
   
(Unaudited)
       
             
ASSETS
           
             
CURRENT ASSETS
           
Cash and cash equivalents
  $ 881,485     $ 141,380  
Restricted cash
    7,897,508       12,550,685  
Accounts receivable, net of allowance for doubtful accounts of  $0 as of September 30, 2009 and $7,123 as of December 31, 2008
    7,080,515       7,715,081  
Inventories, net of reserve for slow moving inventories of $152,269 and $0 as of September 30, 2009 and December 31, 2008
    14,455,871       3,207,571  
Notes receivable
    3,942,649       13,235,961  
Other receivables
    117,746       289,315  
Prepayments and prepaid expenses
    112,747       60,017  
Due from employees
    52,293       19,805  
Advances to suppliers
    544,458       -  
Total Current Assets
    35,085,272       37,219,815  
                 
LONG-TERM ASSETS
               
Plant and equipment, net
    21,581,951       20,832,549  
Land use rights, net
    9,199,786       9,368,403  
Construction in progress
    2,472,043       1,913,456  
Deferred tax asset
    122,869       265,243  
       Total Long-Term Assets
    33,376,649       32,379,651  
                 
TOTAL ASSETS
  $ 68,461,921     $ 69,599,466  

See accompanying notes to condensed consolidated financial statements

 
2

 

KANDI TECHNOLOGIES, CORP.
AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS

   
September 30,
       
   
2009
   
December 31,
 
   
(Unaudited)
   
2008
 
LIABILITIES AND STOCKHOLDERS’ EQUITY
           
             
CURRENT LIABILITIES
           
Accounts payable
  $ 10,620,645     $ 9,371,105  
Other payables and accrued expenses
    2,558,584       1,151,245  
Short-term bank loans
    27,495,027       26,115,375  
Customer deposits
    27,087       676,548  
Notes payable
    7,166,256       13,081,026  
Due to employees
    93,397       10,502  
Due to related party
    841,252       623,767  
Income tax payable
    105,634       -  
Deferred tax liability
    37,199       139,500  
Total Current Liabilities
    48,945,081       51,169,068  
                 
TOTAL LIABILITIES
    48,945,081       51,169,068  
                 
COMMITMENTS AND CONTINGENCIES
               
                 
STOCKHOLDERS’ EQUITY
               
Common stock, $0.001 par value; 100,000,000 shares authorized; 19,961,000 and 19,961,000 shares issued and outstanding at September 30, 2009 and December 31, 2008, respectively
    19,961       19,961  
Additional paid-in capital
    7,978,573       7,138,105  
Retained earnings (the restricted portion is $534,040 at September 30, 2009 and December 31, 2008)
    10,266,823       10,047,198  
Accumulated other comprehensive income
    1,251,483       1,225,134  
TOTAL STOCKHOLDERS’ EQUITY
    19,516,840       18,430,398  
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY
  $ 68,461,921     $ 69,599,466  

See accompanying notes to condensed consolidated financial statements

 
3

 

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

   
Three Months Ended
   
Nine Months Ended
 
   
September 30,
2009
   
September 30,
2008
   
September 30,
2009
   
September 30,
2008
 
REVENUES, NET
  $ 9,626,593     $ 9,261,033     $ 19,114,049     $ 30,767,280  
                                 
COST OF GOODS SOLD
    (7,266,052 )     (6,966,103 )     (14,329,404 )     (23,098,186 )
                                 
GROSS PROFIT
    2,360,541       2,294,930       4,784,645       7,669,094  
                                 
Research and development
    660,108       230,023       1,767,081       487,755  
Selling and distribution expenses
    79,310       229,795       263,304       632,132  
General and administrative expenses
    195,036       324,672       1,125,954       1,019,385  
Stock based compensation expense
    315,176       -       840,468       -  
INCOME (LOSS) FROM OPERATIONS
    1,110,911       1,510,440       787,838       5,529,822  
                                 
Interest expense, net
    (442,315 )     (547,511 )     (860,872 )     (1,540,631 )
Government grants
    3,312       17,484       127,317       57,533  
Other income, net
    9,800       26,551       311,984       39,599  
INCOME (LOSS) FROM OPERATIONS BEFORE INCOME TAXES
    681,708       1,006,964       366,267       4,086,323  
                                 
INCOME TAX (EXPENSE) BENEFIT
    (105,558 )     7,581       (146,642 )     81,042  
                                 
INCOME (LOSS) FROM CONTINUING OPERATIONS
    576,150       1,014,545       219,625       4,167,365  
                                 
DISCONTINUED OPERATION
                               
Loss from discontinued operation
    -       -       -       (33,396 )
Gain from disposition of discontinued operation
    -       -       -       361,096  
NET GAIN FROM DISCONTINUED OPERATION
    -       -       -       327,700  
                                 
NET INCOME (LOSS)
    576,150       1,014,545       219,625       4,495,065  
 
See accompanying notes to condensed consolidated financial statements

 
4

 

KANDI TECHNOLOGIES, CORP.
AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF INCOME (LOSS) AND
COMPREHENSIVE INCOME (LOSS)
(UNAUDITED)
 
   
Three Months Ended
   
Nine Months Ended
 
   
September 30,
   
September 30,
   
September 30,
   
September 30,
 
   
2009
   
2008
   
2009
   
2008
 
OTHER COMPREHENSIVE (LOSS) INCOME
                       
Foreign currency translation
    (2,070 )     51,770       26,349       404,432  
COMPREHENSIVE (LOSS) INCOME
    574,080       1,066,315       245,974       4,899,497  
                                 
WEIGHTED AVERAGE SHARES OUTSTANDING BASIC
    19,961,000       19,961,000       19,961,000       19,961,000  
WEIGHTED AVERAGE SHARES OUTSTANDING DILUTED
    21,155,595       19,961,000       20,856,082       19,961,000  
                                 
NET INCOME PER SHARE FROM CONTINUING OPERATIONS, BASIC
  $ 0.03     $ 0.05     $ 0.01     $ 0.21  
NET INCOME PER SHARE FROM CONTINUING OPERATIONS, DILUTED
  $ 0.03     $ 0.05     $ 0.01     $ 0.21  
                                 
NET INCOME PER SHARE FROM DISCONTINUED OPERATIONS, BASIC AND DILUTED
  $ -     $ -     $ -     $ 0.02  
                                 
NET INCOME PER SHARE, BASIC
  $ 0.03     $ 0.05     $ 0.01     $ 0.23  
NET INCOME PER SHARE, DILUTED
  $ 0.03     $ 0.05     $ 0.01     $ 0.23  
 
See accompanying notes to condensed consolidated financial statements

 
5

 

KANDI TECHNOLOGIES, CORP.
AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
 
   
Nine Months Ended September 30
 
   
2009
   
2008
 
CASH FLOWS FROM OPERATING ACTIVITIES:
           
Net income
  $ 219,625     $ 4,495,065  
Net (gain) from discontinued operation
    -       (327,700 )
Income from continuing operations
    219,625       4,167,365  
Adjustments to reconcile net (loss) income to net cash (used in) provided by operating activities:
               
Depreciation and amortization
    2,529,981       1,318,510  
Deferred taxes
    41,085       (83,755 )
Stock based compensation expense
    840,468       -  
                 
Changes in operating assets and liabilities:
               
(Increase) Decrease In:
               
Accounts receivable
    652,827       164,913  
Inventories
    (11,232,447 )     (5,265,108 )
Other receivables
    172,147       195,263  
Due from employees
    50,393       19,175  
Prepayments and prepaid expenses
    (596,614 )     (93,885 )
                 
Increase (Decrease) In:
               
Accounts payable
    1,225,909       2,794,238  
Other payables and accrued liabilities
    1,404,305       98,964  
Income tax payable
    105,558       -  
Customer deposits
    (650,636 )     955,914  
Net cash (used in) provided by operating activities from continuing operations
    (5,237,399 )     4,271,594  
Net cash provided by operating activities from discontinued operation
    -       739,378  
Net cash (used in) provided by operating activities
  $ (5,237,399 )   $ 5,010,972  
                 
CASH FLOWS FROM INVESTING ACTIVITIES:
               
 Purchases of plant and equipment
    (3,059,687 )     (2,767,161 )
 Purchase of construction in progress
    (553,545 )     (1,049,862 )
 Purchase of a subsidiary, net of cash acquired
    -       (44,129 )
 Issuance of notes receivable
    (10,011,535 )     (6,493,209 )
 Repayments of notes receivable
    19,330,289       2,352,054  
 
See accompanying notes to condensed consolidated financial statements

 
6

 

KANDI TECHNOLOGIES, CORP.
AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
 
   
Nine Months Ended September 30
 
   
2009
   
2008
 
Net cash provided by (used in) investing activities from continuing operations
    5,705,522       (8,002,307 )
Net cash provided by investing activities from discontinued operation
    -       -  
Net cash provided by (used in) investing activities
  $ 5,705,522     $ (8,002,307 )
                 
CASH FLOWS FROM FINANCING ACTIVITIES:
               
Decrease (Increase) in restricted cash
    4,680,286       (9,719,414 )
Proceeds from short-term bank loans
    24,216,260       29,170,492  
Repayments of short-term bank loans
    (22,900,953 )     (23,928,409 )
Proceeds from notes payable
    14,468,375       11,386,698  
Repayments of notes payable
    (20,410,634 )     (1,458,768 )
Repayments of advances to related parties
    217,484       180,659  
Net cash provided by (used in) financing activities from continuing operations
    270,818       5,631,258  
Net cash (used in) financing activities from discontinued operation
    -       -  
Net cash provided by (used in) financing activities
    270,818       5,631,258  
                 
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS
    738,941       2,639,923  
Effect of exchange rate changes on cash
    1,164       (511,974 )
Cash and cash equivalents at beginning of period
    141,380       1,149,140  
CASH AND CASH EQUIVALENTS AT END OF PERIOD
  $ 881,485     $ 3,277,089  
                 
SUPPLEMENTARY CASH FLOW INFORMATION
               
Income taxes paid
  $ -     $ -  
Interest paid
  $ 1,354,460     $ 1,612,853  
                 
SUPPLEMENTAL NON-CASH DISCLOSURE:
               
During the nine months ended September 30, 2009 and 2008, $1,301,166 and $1,510,197 were transferred from construction in progress to plant and equipment, respectively.
 
See accompanying notes to condensed consolidated financial statements

 
7

 

KANDI TECHNOLOGIES, CORP.
AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2009 (UNAUDITED)

NOTE 1 - ORGANIZATION AND PRINCIPAL ACTIVITIES

Stone Mountain Resources, Inc. (“Stone Mountain “) was incorporated under the laws of the State of Delaware on March 31, 2004. On August 13, 2007, Stone Mountain Resources, Inc. changed its name to Kandi Technologies, Corp. (the “Company”).
 
On June 29, 2007, pursuant to the share exchange agreement between Stone Mountain Resources, Inc., Continental Development Limited, (“Continental”) and Excelvantage (Continental’s sole shareholder), Stone Mountain issued 12,000,000 shares of its common stock to Excelvantage, in exchange for 100% of the common stock of Continental. As a result of the share exchange, Continental became a wholly-owned subsidiary of Stone Mountain. Kandi Technologies, Corp. conducts its operations through its wholly owned subsidiary, Zhejiang Kandi Vehicles Co. Ltd., a People’s Republic of China (“PRC”) company.
 
On June 24, 2008 the Company closed its acquisition of 100% of the shares of Kandi Special Vehicles Co., Ltd (“KSV”), after which KSV became a wholly-owned subsidiary of the Company. The acquisition was accounted for as a purchase in accordance with Accounting Standards Codification (“ASC”) 805 “Business Combinations.” The consolidated statements of income include the results of operations of KSV at the date of acquisition. On March 10, 2009, KSV changed its name to Kandi New Energy Vehicles Co., Ltd, (“KNE”). On June 11, 2009, KNE changed its name back to KSV.

On May 9, 2008, the Company sold Zhejiang Yongkang Top Import & Export Co., Ltd. (“Dingji”), a subsidiary of the Company, to certain individuals. In accordance with ASC 360, “Property, Plant, and Equipment,” the results of operations of Dingji as of the disposal date May 9, 2008 are removed from the detailed financial statement line items to the “discontinued operation” of the Company’s financial statements.

The primary operations of the Company are the design, development, manufacturing, and commercializing of electrical vehicle, all-terrain vehicles, go-karts, and specialized automobile related products for the PRC and global export markets. Sales are made to dealers in Asia, North America, Europe and Australia.

 
8

 

KANDI TECHNOLOGIES, CORP.
AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2009 (UNAUDITED)
 
NOTE 2 – LIQUIDITY
 
The Company’s working capital deficit is $ 13,859,809 as of September 30, 2009.
 
As of September 30, 2009, the Company has credit lines from commercial banks for $37,001,287, of which $27,495,027 was used at September 30, 2009.

The Company believes that its cash flows generated internally may not be sufficient to sustain operations and repay short term bank loans for the next twelve months. Therefore, from time to time, the Company may require additional funding through short term borrowing from PRC banks or other financing activities if needed in the near future. Nevertheless, the Company believes that financing will be available on normal trade terms if needed.

NOTE 3 - BASIS OF PRESENTATION

The Company’s unaudited condensed consolidated financial statements for the nine months ended September 30, 2009 and 2008 have been prepared in accordance with generally accepted accounting principles for interim financial information and pursuant to the requirements for reporting on Rule 8-03 of Regulation S-X. Accordingly, they do not include all the information and footnotes required by accounting principles generally accepted in the United States of America for complete financial statements.

However, such information reflects all adjustments (consisting solely of normal recurring adjustments), which are, in the opinion of management, necessary for the fair presentation of the consolidated financial position and the consolidated results of operations. Results shown for interim periods are not necessarily indicative of the results to be obtained for a full year. The condensed consolidated balance sheet information as of December 31, 2008 was derived from the audited consolidated financial statements included in the Company’s Annual Report on Form 10-K. These interim condensed consolidated financial statements should be read in conjunction with that report.

 
9

 

KANDI TECHNOLOGIES, CORP.
AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2009 (UNAUDITED)
 
NOTE 4 – PRINCIPLES OF CONSOLIDATION
 
The consolidated financial statements include the accounts of Kandi Technologies, Corp., and the following subsidiaries:

(i)
Continental Development Ltd., (“Continental”) (a wholly-owned subsidiary of the Company)
(ii)
Zhejiang Kandi Vehicles Co. Ltd., (“Zhejiang Kandi”) (a wholly-owned subsidiary of “Continental”)
(iii)
Kandi Special Vehicles Co., Ltd, (“KSV”, formerly known as Kandi New Energy Vehicles Co. Ltd. “KNE”) (a wholly-owned subsidiary of the Company)

Inter-company accounts and transactions have been eliminated in consolidation.

NOTE 5 – USE OF ESTIMATES

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

NOTE 6 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

(a) Revenue Recognition

Revenues represent the invoiced value of goods sold, recognized upon the shipment of goods to customers. Revenues are recognized when all of the following criteria are met:

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

(b) Research and Development

Expenditures relating to the development of new products and processes, including significant improvement to existing products are expensed as incurred. Research and development expenses were $1,767,081 and $487,755 for the nine months ended September 30, 2009 and 2008, respectively.

 
10

 

KANDI TECHNOLOGIES, CORP.
AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2009 (UNAUDITED)
 
NOTE 6 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

(c) 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.

   
September 30,
   
December 31,
   
September 30,
 
   
2009
   
2008
   
2008
 
Period end RMB : USD exchange rate
    6.8376       6.8542       6.8551  
Average quarterly RMB : USD exchange rate
    6.8411       7.0842       7.0846  

(d) 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.

(e) Income Taxes

The Company accounts for income tax using an asset and liability approach and allows for recognition of deferred tax benefits in future years. Under the asset and liability approach, deferred taxes are provided for the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. 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.

(f) Cash and Cash Equivalents

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

Restricted cash on September 30, 2009 and December 31, 2008 represent time deposits on account to secure short-term bank loans and notes payable. Also see Notes 14 and 15.

 
11

 

KANDI TECHNOLOGIES, CORP.
AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2009 (UNAUDITED)
 
NOTE 6 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

(g) 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.

The assets measured at fair value on a recurring basis subject to the disclosure requirements of ASC 820 as of September 30, 2009 are as follows:

   
Fair Value Measurements at Reporting Date Using Quoted Prices in
 
   
 
   
Active Markets
   
Significant Other
   
Significant
 
   
Carrying value
   
for Identical
   
Observable
   
Unobservable
 
   
as of September
   
Assets
   
Inputs
   
Inputs
 
   
30, 2009
   
(Level 1)
   
(Level 2)
   
(Level 3)
 
Cash and cash equivalents
  $ 881,485     $ 881,485       -       -  
Restricted cash
  $ 7,897,508     $ 7,897,508       -       -  

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

(h) Stock Based Compensation

The Company stock based compensation is recorded in accordance with ASC 718.

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

Stock compensation expense recognized is based on awards expected to vest, and there were no estimated forfeitures as the current options outstanding were only issued to founders, directors and senior management of the Company. ASC 718 requires 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 compensation expense for the nine months ended September 30, 2009 is $840,468. Also see Note 17.

 
12

 

KANDI TECHNOLOGIES, CORP.
AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2009 (UNAUDITED)

NOTE 7 – NEW ACCOUNTING PRONOUNCEMENTS

Recently Implemented Standards

ASC 105, Generally Accepted Accounting Principles (“ASC 105”) (formerly Statement of Financial Accounting Standards No. 168, The FASB Accounting Standards Codification and the Hierarchy of Generally Accepted Accounting Principles a replacement of FASB Statement No. 162) reorganized by topic existing accounting and reporting guidance issued by the Financial Accounting Standards Board (“FASB”) into a single source of authoritative generally accepted accounting principles (“GAAP”) to be applied by nongovernmental entities. All guidance contained in the Accounting Standards Codification (“ASC”) carries an equal level of authority. Rules and interpretive releases of the Securities and Exchange Commission (“SEC”) under authority of federal securities laws are also sources of authoritative GAAP for SEC registrants. Accordingly, all other accounting literature will be deemed “non-authoritative.” ASC 105 is effective on a prospective basis for financial statements issued for interim and annual periods ending after September 15, 2009. The Company has implemented the guidance included in ASC 105 as of July 1, 2009. The implementation of this guidance changed the Company’s references to GAAP authoritative guidance but did not impact the Company’s financial position or results of operations.

ASC 855, Subsequent Events (“ASC 855”) (formerly Statement of Financial Accounting Standards No. 165, Subsequent Events) includes guidance that was issued by the FASB in May 2009, and is consistent with current auditing standards in defining a subsequent event. Additionally, the guidance provides for disclosure regarding the existence and timing of a company’s evaluation of its subsequent events. ASC 855 defines two types of subsequent events, “recognized” and “non-recognized.” Recognized subsequent events provide additional evidence about conditions that existed at the date of the balance sheet and are required to be reflected in the financial statements. Non-recognized subsequent events provide evidence about conditions that did not exist at the date of the balance sheet but arose after that date and, therefore; are not required to be reflected in the financial statements. However, certain non-recognized subsequent events may require disclosure to prevent the financial statements from being misleading. This guidance was effective prospectively for interim or annual financial periods ending after June 15, 2009. The Company implemented the guidance included in ASC 855 as of July 1, 2009. The effect of implementing this guidance was not material to the Company’s financial position or results of operations.

Recent Accounting Pronouncements

In August 2009, the FASB issued ASC Update No. 2009-05, Fair Value Measurements and Disclosures (Topic 820): Measuring Liabilities at Fair Value (“ASC Update No. 2009-05”). This update amends ASC 820, Fair Value Measurements and Disclosures and provides further guidance on measuring the fair value of a liability. The guidance establishes the types of valuation techniques to be used to value a liability when a quoted market price in an active market for the identical liability is not available, such as the use of an identical or similar liability when traded as an asset. The guidance also further clarifies that a quoted price in an active market for the identical liability at the measurement date and the quoted price for the identical liability when traded as an asset in an active market when no adjustments to the quoted price of the asset are required are both Level 1 fair value measurements. If adjustments are required to be applied to the quoted price, it results in a level 2 or 3 fair value measurement. The guidance provided in the update is effective for the first reporting period (including interim periods) beginning after issuance. The Company does not expect that the implementation of ASC Update No. 2009-05 will have a material effect on its financial position or results of operations.

 
13

 

KANDI TECHNOLOGIES, CORP.
AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2009 (UNAUDITED)
 
NOTE 7 – NEW ACCOUNTING PRONOUNCEMENTS (CONTINUED)

Recent Accounting Pronouncements (Continued)

In September 2009, the FASB issued ASC Update No. 2009-12, Fair Value Measurements and Disclosures (Topic 820): Investments in Certain Entities that Calculate Net Asset Value per Share (or Its Equivalent) (“ASC Update No. 2009-12”). This update sets forth guidance on using the net asset value per share provided by an investee to estimate the fair value of an alternative investment. Specifically, the update permits a reporting entity to measure the fair value of this type of investment on the basis of the net asset value per share of the investment (or its equivalent) if all or substantially all of the underlying investments used in the calculation of the net asset value is consistent with ASC 820. The update also requires additional disclosures by each major category of investment, including, but not limited to, fair value of underlying investments in the major category, significant investment strategies, redemption restrictions, and unfunded commitments related to investments in the major category. The amendments in this update are effective for interim and annual periods ending after December 15, 2009 with early application permitted. The Company does not expect that the implementation of ASC Update No. 2009-12 will have a material effect on its financial position or results of operations.

In June 2009, FASB issued Statement of Financial Accounting Standards No. 167, Amendments to FASB Interpretation No. 46(R) (“Statement No. 167”). Statement No. 167 amends FASB Interpretation No. 46R, Consolidation of Variable Interest Entities an interpretation of ARB No. 51 (“FIN 46R”) to require an analysis to determine whether a company has a controlling financial interest in a variable interest entity. This analysis identifies the primary beneficiary of a variable interest entity as the enterprise that has (a) the power to direct the activities of a variable interest entity that most significantly impact the entity’s economic performance and (b) the obligation to absorb losses of the entity that could potentially be significant to the variable interest entity or the right to receive benefits from the entity that could potentially be significant to the variable interest entity. The statement requires an ongoing assessment of whether a company is the primary beneficiary of a variable interest entity when the holders of the entity, as a group, lose power, through voting or similar rights, to direct the actions that most significantly affect the entity’s economic performance. This statement also enhances disclosures about a company’s involvement in variable interest entities. Statement No. 167 is effective as of the beginning of the first annual reporting period that begins after November 15, 2009. Although Statement No. 167 has not been incorporated into the Codification, in accordance with ASC 105, the standard shall remain authoritative until it is integrated. The Company does not expect the adoption of Statement No. 167 to have a material impact on its financial position or results of operations.

In June 2009, the FASB issued Statement of Financial Accounting Standards No. 166, Accounting for Transfers of Financial Assets an amendment of FASB Statement No. 140 (“Statement No. 166”). Statement No. 166 revises FASB Statement of Financial Accounting Standards No. 140, Accounting for Transfers and Extinguishment of Liabilities a replacement of FASB Statement 125 (“Statement No. 140”) and requires additional disclosures about transfers of financial assets, including securitization transactions, and any continuing exposure to the risks related to transferred financial assets. It also eliminates the concept of a “qualifying special-purpose entity,” changes the requirements for derecognizing financial assets, and enhances disclosure requirements. Statement No. 166 is effective prospectively, for annual periods beginning after November 15, 2009, and interim and annual periods thereafter. Although Statement No. 166 has not been incorporated into the Codification, in accordance with ASC 105, the standard shall remain authoritative until it is integrated. The Company does not expect the adoption of Statement No. 166 will have a material impact on its financial position or results of operations.

 
14

 

KANDI TECHNOLOGIES, CORP.
AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2009 (UNAUDITED)
 
NOTE 8 – CONCENTRATIONS

(a) Customers

The Company’s major customers for the period ended September 30, 2009 accounted for the following percentages of total sales and accounts receivable as follows:

   
Sales
   
Accounts Receivable
 
Major
Customers
 
Nine Months
Ended
September 30,
2009
   
Nine Months
Ended
September 30,
2008
   
September 30,
2009
   
December 31,
2008
 
Company A
    84 %     71 %     81 %     78 %
Company B
    11 %     9 %     18 %     13 %
Company C
    3 %     -       -       -  
Company D
    1 %     2 %     -       -  
Company E
    1 %     -       -       -  

(b) Suppliers

The Company’s major suppliers for the nine months ended September 30, 2009 accounted for the following percentage of total purchases and accounts payable as follows:

   
Purchases
   
Accounts Payable
 
Major
Suppliers
 
Nine Months
Ended
September 30,
2009
   
Nine Months
Ended
September 30,
2008
   
September 30,
2009
   
December 31,
2008
 
Company F
    79 %     60 %     47 %     21 %
Company G
    3 %     -       -       1 %
Company H
    1 %     -       1 %     3 %
Company I
    1 %     -       -       -  
Company J
    1 %     -       1 %     2 %

 
15

 

KANDI TECHNOLOGIES, CORP.
AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2009 (UNAUDITED)

NOTE 9 – INCOME PER SHARE

Basic income (loss) per share is computed by dividing income available to common shareholders by the weighted-average number of common shares outstanding during the period. Diluted income per share is computed similar to basic earnings per share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the stock options were exercised and if the additional common shares were dilutive. For the nine months ended September 30, 2009, Company’s net income is $219,625, and for this period, and the Company’s average stock price during this period was $1.22.  If all of the options were exercised, the number of shares of common stock outstanding would increase to 20,856,082.

For the three months ended September 30, 2009, the Company’s net income was $576,150, and for this period, the Company’s average stock price was $1.48, if all of the options were exercised, the number of shares of common stock outstanding would increase to 21,155,595. Also see Note 17.

NOTE 10 - INVENTORIES

Inventories are summarized as follows:

   
September 30, 2009
(Unaudited)
   
December 31, 2008
 
Raw material
  $ 4,202,854     $ 988,426  
Work-in-progress
    9,629,583       1,980,413  
Finished goods
    775,703       238,732  
      14,608,140       3,207,571  
Less: reserve for slowing moving inventories
    (152,269 )     -  
Inventories, net
    14,455,871       3,207,571  

 
16

 

KANDI TECHNOLOGIES, CORP.
AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2009 (UNAUDITED)
 
NOTE 11 - NOTES RECEIVABLE

Notes receivable are summarized as follows:

   
September 30,
2009
(Unaudited)
   
December 31,
2008
 
Notes receivable from unrelated companies:
           
Due March 31, 2009, interest at 7.2% per annum
  $ -     $ 3,928,997  
Due April 29, 2009, interest at 7.2% per annum
    -       729,480  
Due June 30, 2009, interest at 5.31% per annum (subsequently settled on October 29, 2009)
    212,681       8,147,091  
Due October 9, 2009, interest at 24.0% per annum (subsequently settled on its due date)
    1,462,502       -  
Due February 24, 2010, interest at 5.0% per annum
    1,146,507       -  
Due February 24, 2010, interest at 5.0% per annum
    389,708       -  
Due April 29, 2010, interest at 5.31% per annum
    731,251       -  
Notes receivable from unrelated companies
    3,942,649       12,805,568  
                 
Bank acceptance notes:
               
Due January 5, 2009
    -       430,393  
Bank acceptance notes
    -       430,393  
Notes receivable
  $ 3,942,649     $ 13,235,961  

Notes receivable are unsecured.

 
17

 

KANDI TECHNOLOGIES, CORP.
AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2009 (UNAUDITED)
 
NOTE 12 – LAND USE RIGHTS

Land use rights consist of the following:

   
September 30,
2009
(Unaudited)
   
December 31, 2008
 
Cost of land use rights
  $ 9,575,316     $ 9,575,316  
Less: Accumulated amortization
    (375,530 )     (206,913 )
Land use rights, net
  $ 9,199,786     $ 9,368,403  

On June 24, 2008, the Company acquired a land use right, which expires on December 31, 2053, with a net book value of $9,114,373 in the acquisition of KSV.

As of September 30, 2009 and December 31, 2008, the net book value of land use rights pledged as collateral for bank loans was $2,869,865 and $374,454 respectively. Also see Note 14.

As of September 30, 2009 and December 31, 2008, the net book value of land use rights pledged as collateral for bank loans borrowed by Zhejiang Mengdeli Electronic Co., Ltd. (“ZMEC”), an unrelated party of the Company was $6,329,921 and $6,463,282. Also see Notes 14 and 18.

The amortization expense for the nine months ended September, 2009 and 2008 was $168,617 and $77,123, respectively.

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

2009 (three months)
  $ 56,206  
2010
    224,823  
2011
    224,823  
2012
    224,823  
2013
    224,823  
Thereafter
    8,244,288  
Total
  $ 9,199,786  

 
18

 

KANDI TECHNOLOGIES, CORP.
AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2009 (UNAUDITED)

NOTE 13 – PLANT AND EQUIPMENT

Plant and equipment consist of the following:

   
September 30,
2009
(Unaudited)
   
December 31, 2008
 
At cost:
           
Buildings
  $ 11,137,220     $ 8,139,972  
Machinery and equipment
    9,251,622       9,150,387  
Office equipment
    113,214       107,574  
Motor vehicles
    166,606       166,203  
Molds
    9,613,802       9,590,519  
      30,282,464       27,154,655  
Less : Accumulated depreciation
               
Buildings
  $ (877,786 )   $ (664,872 )
Machinery and equipment
    (5,369,807 )     (4,677,133 )
Office equipment
    (93,070 )     (85,826 )
Motor vehicles
    (88,546 )     (67,049 )
Molds
    (2,271,304 )     (827,226 )
      (8,700,513 )     (6,322,106 )
Plant and equipment, net
  $ 21,581,951     $ 20,832,549  

As of September 30, 2009 and December 31, 2008, the net book value of plant and equipment pledged as collateral for bank loans was $9,376,222 and $3,000,733, respectively. Also see Note 14. Depreciation expense for the nine months ended September 30, 2009 and 2008 was $2,361,364 and $1,241,387, respectively.

 
19

 
KANDI TECHNOLOGIES, CORP.
AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2009 (UNAUDITED)
 
NOTE 14 – SHORT TERM BANK LOANS
 
Short-term loans are summarized as follows:
   
September
30,
2009
(Unaudited)
   
December 31,
2008
 
Loans from ICBC-Exploration Zone Branch
           
             
Monthly interest only payments at 6.21% per annum, due March 18, 2009. Collateralized by a time deposit (repaid on its due date).
  $ -     $ 656,532  
                 
Monthly interest only payments at 6.21% per annum, due March 23, 2009. Collateralized by a time deposit (repaid on its due date).
    -       656,532  
                 
Monthly interest only payments at 7.84% per annum, due April 7, 2009, secured by the assets of the Company (repaid on its due date).
    -       729,480  
                 
Monthly interest only payments at 7.47% per annum, due June 4, 2009, secured by the assets of the Company (repaid on its due date).
    -       729,480  
                 
Monthly interest only payments at 7.47% per annum, due August 4, 2009, secured by the assets of the Company (repaid on its due date).
    -       437,688  
                 
Monthly interest only payments at 7.47% per annum, due September 2, 2009, secured by the assets of the Company (repaid on its due date).
    -       393,919  
                 
Monthly interest only payments at 6.93% per annum, due October 8, 2009, secured by the assets of the Company (repaid on September 29, 2009).
    -       437,688  
                 
Monthly interest only payments at 6.93% per annum, due October 14, 2009, secured by the assets of the Company (repaid on its due date). Also see Notes 12 and 13.
    555,750       554,405  
                 
Monthly interest only payments at 6.93% per annum, due October 22, 2009, secured by the assets of the Company (repaid on its due date). Also see Notes 12 and 13.
    511,876       510,636  
                 
Monthly interest only payments at 2.10% per annum, due November 6, 2009, secured by the accounts receivable of the Company (repaid on its due date).
    1,608,752       -  
                 
Monthly interest only payments at 5.58% per annum, due December 4, 2009, secured by the assets of the Company. Also see Notes 12 and 13.
    585,001       583,584  
 
 
20

 

KANDI TECHNOLOGIES, CORP.
AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2009 (UNAUDITED)
 
NOTE 14 - SHORT TERM BANK LOANS (CONTINUED)
 
   
September
30,
2009
(Unaudited)
   
December 31,
2008
 
             
Monthly interest only payments at 5.84% per annum, due April 6, 2010, secured by the assets of the Company. Also see Notes 12 and 13.
    731,251       -  
                 
Monthly interest only payments at 5.31% per annum, due April 15, 2010.  Collateralized by a time deposit. Also see Notes 12 and 13.
    1,316,251       -  
                 
Monthly interest only payments at 5.31% per annum, due June 3, 2010, secured by the assets of the Company. Also see Notes 12 and 13.
    731,251       -  
                 
Monthly interest only payments at 5.31% per annum, due August 10, 2010, secured by the assets of the Company. Also see Notes 12 and 13.
    394,875          
                 
Monthly interest only payments at 5.31% per annum, due August 11, 2010, secured by the assets of the Company. Also see Notes 12 and 13.
    438,750       -  
                 
Loans from Commercial Bank-Jiangnan Branch
               
                 
Monthly interest only payments at 8.22% per annum, due January 10, 2009, guaranteed by Yongkang Tangxian Colour Metal Die-casting Company and pledged by Jingdezhen De'er Industrial Investment Co., Ltd. (repaid on its due date).
    -       2,917,919  
                 
Monthly interest only payments at 8.22% per annum, due May 9, 2009, secured by the assets of the Company. Also see Notes 12 and 13 (repaid on its due date).
    -       1,458,959  
                 
Monthly interest only payments at 5.84% per annum, due January 5, 2010, guaranteed by Yongkang Kangli Metal Manufacturing Co. and pledged by Jingdezhen De'er industrial investment Co., Ltd.
    2,925,003       -  
                 
Monthly interest only payments at 5.84% per annum, due May 5, 2010, secured by the assets of the Company. Also see Notes 12 and 13.
    1,462,501       -  
 
 
21

 

KANDI TECHNOLOGIES, CORP.
AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2009 (UNAUDITED)
 
NOTE 14 - SHORT TERM BANK LOANS (CONTINUED)
 
   
September
30,
2009
(Unaudited)
   
December 31,
2008
 
             
Loans from Huaxia Bank
           
             
Monthly interest only payments at 6.13% per annum, due September 12, 2009, pledged by construction in progress of the Company, Jiangxi De'er Industrial Investment Co., Ltd., guaranteed by Zhejiang Kangli Metal Manufacturing Company and Kandi Investment Group Co. (repaid on its due date)
    -       2,480,231  
                 
Monthly interest only payments at 5.58% per annum, due September 21, 2010, secured by the assets of the Company, guaranteed by Mr.Hu, Zhejiang Kangli Metal Manufacturing Company and Kandi Investment Group Co.
    3,948,754       -  
                 
Loans from China Everbright Bank
               
                 
Monthly interest only payments at 7.23% per annum, due February 5, 2009, pledged office building of Mr. Hu Xiaoming and Ms. Ling Yueping, guaranteed by Nanlong Group Co., Ltd. and Mr. Hu (repaid on its due date).
    -       4,376,878  
                 
Monthly interest only payments at 5.58% per annum, due February 22, 2010, pledged office building of Mr. Hu Xiaoming and Ms. Ling Yueping, guaranteed by Nanlong Group Co., Ltd., and Zhejiang Mengdeli Electric Co., Ltd.
    4,387,504       -  
                 
Loans from Shanghai Pudong Development Bank
               
                 
Monthly interest only payments at 6.72% per annum, due April 8, 2009. Collateralized by a time deposit (repaid on its due date).
    -       1,313,064  
                 
Monthly interest only payments at 6.72% per annum, due April 9, 2009. Collateralized by a time deposit (repaid on its due date).
    -       1,313,064  
                 
Monthly interest only payments at 7.28% per annum, due May 21, 2009, guaranteed by Nanlong Group Co., Ltd. and Mr. Hu Xiaoming (repaid on its due date).
    -       2,917,918  
                 
Monthly interest only payments at 4.78% per annum, due April 28, 2010. Collateralized by a time deposit.
    1,316,251       -  
                 
Monthly interest only payments at 5.10% per annum, due November 27, 2010, guaranteed by Nanlong Group Co., Ltd. and Mr. Hu Xiaoming.
    2,925,003       -  
 
 
22

 

KANDI TECHNOLOGIES, CORP.
AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2009 (UNAUDITED)
 
NOTE 14 - SHORT TERM BANK LOANS (CONTINUED)
 
   
September
30,
2009
(Unaudited)
   
December 31,
2008
 
             
Loans from Evergrowing Bank
           
             
Monthly interest only payments at 7.62% per annum, due October 23, 2009, guaranteed by Zhejiang Shuguang industrial Co., Ltd., Zhejiang Mengdeli Electric Company and Mr. Hu Xiaoming.
    2,925,003       2,917,918  
                 
Loans from China Communication Bank-Jinhua Branch
               
                 
Monthly interest only payments at 8.96% per annum, due February 18, 2009, guaranteed by Zhejiang Shuguang industrial Co., Ltd. and Mr. Hu Xiaoming. (repaid on its due date).
    -       729,480  
                 
Monthly interest only payments at 5.58% per annum, due February 15, 2010, guaranteed by Zhejiang Shuguang industrial Co., Ltd. and Mr. Hu Xiaoming.
    731,251       -  
                 
Total
  $ 27,495,027     $ 26,115,375  

Interest expense for the nine month ended September 30, 2009 and 2008 was $1,241,166, and $1,654,002, respectively.

As of September 30, 2009, the aggregated amount of short term loans that are guaranteed by various third parties is $17,842,518. Also see Note 18.

 
23

 

KANDI TECHNOLOGIES, CORP.
AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2009 (UNAUDITED)
 
NOTE 15 – NOTES PAYABLE

Notes payable are summarized as follows:

   
September
30,
2009
(Unaudited)
   
December 31,
2008
 
Bank acceptance notes:
           
Due January 18, 2009 (repaid on its due date)
  $ -     $ 1,458,959  
Due January 31, 2009 (repaid on its due date)
    -       875,378  
Due March 17, 2009 (repaid on its due date)
    -       1,458,959  
Due March 17, 2009 (repaid on its due date)
    -       4,376,878  
Due March 18, 2009 (repaid on its due date)
    -       729,480  
Due March 23, 2009 (repaid on its due date)
    -       1,458,959  
Due June 12, 2009 (repaid on its due date)
    -       1,458,959  
Due June 19, 2009 (repaid on its due date)
    -       437,688  
Due October 9, 2009 (subsequently repaid on its due date)
    658,126       -  
Due October 9, 2009 (subsequently repaid on its due date)
    658,126       -  
Due December 15, 2009
    1,462,501       -  
Due March 8, 2010
    1,462,501       -  
Due March 24, 2010
    1,462,501       -  
Due March 25, 2010
    1,462,501       -  
Subtotal
  $ 7,166,256     $ 12,255,260  
                 
Notes payable to unrelated companies:
               
Due March 25, 2009
  $ -     $ 825,766  
Subtotal
    -       825,766  
Total
  $ 7,166,256     $ 13,081,026  

All the bank acceptance notes do not bear interest, but are subject to bank charges of 0.005% of the principal as commission on each loan transaction.

Restricted cash of $4,972,506 is held as collateral for the following notes payable at September 30, 2009:

Due October 9, 2009 (subsequently repaid on its due date)
  $ 658,126  
Due October 9, 2009 (subsequently repaid on its due date)
    658,126  
Due December 15, 2009
    1,462,501  
Due March 8, 2010
    731,251  
Due March 24, 2010
    731,251  
Due March 25, 2010
    731,251  
Total
  $ 4,972,506  

 
24

 

KANDI TECHNOLOGIES, CORP.
AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2009 (UNAUDITED)

NOTE 16 – TAXES

(a) Corporation Income Tax (“CIT”)

On March 16, 2007, the National People’s Congress of China approved the Corporate Income Tax Law of the People’s Republic of China (the “new CIT law”), which went into effect on January 1, 2008. In accordance with the relevant tax laws and regulations of the PRC, the applicable corporate income tax rate is 25%.

Prior to January 1, 2008, the CIT rate applicable to the Company is 33%. Kandi’s first profitable tax year for income tax purposes as a foreign-invested company was 2007. As a foreign-invested company, the income tax rate of Kandi is entitled to a 50% tax holiday based on 25% for the years from 2009 through 2011. During the transition period, the above tax concession granted to the Company prior to the new CIT law will be grandfathered according to the interpretations of the new CIT law.

KSV is a subsidiary of the Company and its applicable corporate income tax rate is 25%.

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 FIN 48, 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. FIN 48 also provides guidance on de-recognition, classification, interest and penalties on income taxes, accounting in interim periods and requires increased disclosures. As of September 30, 2009, the Company does not have a liability for unrecognized tax benefits. The Company files income tax returns in the U.S. federal jurisdiction and various states. The Company is subject to U.S. federal or state income tax examinations by tax authorities for years after 2005. During the periods open to examination, the Company has net operating loss 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, 2009 the Company was not aware of any pending income tax examinations by China tax authorities. The Company's policy is to record interest and penalties on uncertain tax provisions as income tax expense. As of September 30, 2009, 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 nine months ended September 30, 2009 due to the net operating loss carry forward in the United States.

 
25

 
 
KANDI TECHNOLOGIES, CORP.
AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2009 (UNAUDITED)
 
NOTE 16 – TAXES (CONTINUED)

Income tax expense (benefit) for the nine months ended September 30, 2009 and 2008 is summarized as follows:
 
   
For the Nine Months Ended
September 30,
 
   
(Unaudited)
 
   
2009
   
2008
 
Current:
           
Provision for CIT
  $ -     $ -  
                 
Deferred:
               
Provision for CIT
    146,642       (81,042 )
Income tax expense (benefit)
  $ 146,642     $ (81,042 )

The Company’s income tax expense (benefit) differs from the “expected” tax expense for the nine months ended September 30, 2009 and 2008 (computed by applying the CIT rate of 25%, respectively to income before income taxes) as follows:

   
For the Nine Months Ended
September 30,
 
   
(Unaudited)
 
   
2009
   
2008
 
Computed "expected" (benefit) expense
  $ 91,567     $ 1,021,581  
Favorable tax rate
    18,326       (1,193,315 )
Permanent differences
    30,118       90,692  
Valuation Allowance
    6,631       -  
Income tax expense (benefit)
  $ 146,642     $ (81,042 )

The tax effects of temporary differences that give rise to the Company’s net deferred tax assets and liabilities as of September 30, 2009 and December 31, 2008 are summarized as follows:

 
26

 

KANDI TECHNOLOGIES, CORP.
AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2009 (UNAUDITED)

NOTE 16 – TAXES (CONTINUED)

   
September 30,
2009
(Unaudited)
   
December 31,
2008
 
 
Current portion:
           
Deferred tax assets:
           
Expense
  $ 43,619     $ 23,026  
Subtotal
    43,619       23,026  
                 
Deferred tax liabilities:
               
Sales cut-off
    (62,486 )     (104,783 )
Other
    (18,332 )     (57,743 )
Subtotal
    (80,818 )     (162,526 )
                 
Total deferred tax liabilities – current portion
    (37,199 )     (139,500 )
                 
Non-current portion:
               
Deferred tax assets:
               
Depreciation
    419,380       561,754  
Loss carried forward
    62,563       55,932  
Valuation allowance
    (62,563 )     (55,932 )
Subtotal
    419,380       561,754  
                 
Deferred tax liabilities:
               
Accumulated other comprehensive gain
    (296,511 )     (296,511 )
Subtotal
    (296,511 )     (296,511 )
                 
Total deferred tax assets – non-current portion
    122,869       265,243  
                 
Net deferred tax assets
  $ 85,670     $ 125,743  

(b) Tax Holiday Effect

For the nine months ended September 30, 2009 and 2008 the PRC corporate income tax rate was 25%. Certain subsidiaries of the Company are entitled to tax exemptions (tax holidays) for the nine months ended September 30, 2009 and 2008.

The combined effects of the income tax expense exemptions and reductions available to the Company for the nine months ended September 30, 2009 and 2008 are as follows:
 
   
For the Nine Months Ended
September 30
(Unaudited)
 
   
2009
   
2008
 
Tax holiday effect
  $ 18,326     $ 1,193,315  
Basic net income per share effect
  $ 0.00     $ 0.06  

 
27

 

KANDI TECHNOLOGIES, CORP.
AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2009 (UNAUDITED)
 
NOTE 17 - STOCK OPTIONS
 
On February 11, 2009, the Compensation Committee of the Board of Directors of the Company approved the grant of stock options for 2,600,000 shares of common stock to ten of the Company's employees and directors. The stock options vest ratably over three years and expire in ten years from the grant date. The Company valued the stock options at $2,062,964 and amortizes 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%.

The following is a summary of the stock option activities of the Company:

   
Activity
   
Weighted Average
Exercise Price
 
Outstanding as of January 1, 2009
        $    
Granted
    2,600,000       0.80  
Exercised
    -       -  
Cancelled
    -       -  
Outstanding as of September 30, 2009
    2,600,000       0.80  

The following table summarizes information about stock options outstanding as of September 30, 2009:

Options Outstanding
   
Options Exercisable
 
Number of
shares
   
Exercise
Price
   
Remaining
Contractual life
(in years)
   
Number of
shares
   
Exercise
Price
 
  2,600,000     $ 0.80       10       2,600,000     $ 0.80  

All the options were granted with an exercise price equal to the market price and therefore there was no intrinsic value at the grant date. The fair value per share of the 2,600,000 options issued under the agreement is $0.7934 per share.

 
28

 

KANDI TECHNOLOGIES, CORP.
AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2009 (UNAUDITED)
 
NOTE 18 – COMMITMENTS AND CONTINGENCIES

(a)                On July 21, 2009, Kandi entered into a guarantee contract to serve as guarantor for the bank loans borrowed from Huaxia Bank Hangzhou branch in the amount of $2,486,252 during the period from July 21, 2009 to July 20, 2010 by Zhejiang Mengdeli Electronic Co. Ltd (“ZMEC”), a company unrelated to Kandi. Under this guarantee contract, Kandi shall perform all obligations of ZMEC under the loan contract if ZMEC fails to perform its obligations as set forth in the loan contract. Also see Note 12.

 
29

 

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

This report contains forward-looking statements within the meaning of the federal securities laws that relate to future events or our future financial performance. In some cases, you can identify forward-looking statements by terminology, such as "may," "will," "should," "could," "expect," "plan," "anticipate," "believe," "estimate," "project," "predict," "intend," "potential" or "continue" or the negative of such terms or other comparable terminology, although not all forward-looking statements contain such terms.

In addition, these forward-looking statements include, but are not limited to, statements regarding implementing our business strategy; development and marketing of our products; our estimates of future revenue and profitability; our expectations regarding future expenses, including research and development, sales and marketing, manufacturing and general and administrative expenses; difficulty or inability to raise additional financing, if needed, on terms acceptable to us; our estimates regarding our capital requirements and our needs for additional financing; attracting and retaining customers and employees; sources of revenue and anticipated revenue; and competition in our market.

Forward-looking statements are only predictions. Although we believe that the expectations reflected in these forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. All of our forward-looking information is subject to risks and uncertainties that could cause actual results to differ materially from the results expected. Although it is not possible to identify all factors, these risks and uncertainties include the risk factors and the timing of any of those risk factors described in the Company’s Form 10-K for the year ended December 31, 2008 and those set forth from time to time in our filings with the 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
 
Stock Based Compensation
 
The Company’s stock based compensation is recorded in accordance with ASC 718.

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

Stock compensation expense recognized is based on awards expected to vest, and there were no estimated forfeitures as the current options outstanding were only issued to founders and senior management of the Company. ASC 718 requires forfeitures to be estimated at the time of grant and revised in subsequent periods, if necessary, if actual forfeitures differ from those estimates.

 
30

 

The stock based compensation expense for the period ended September 30, 2009 is $840,468.

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.

The assets measured at fair value on a recurring basis subject to the disclosure requirements of ASC 820 as of September 30, 2009 are as follows:

   
Fair Value Measurements at Reporting Date Using Quoted Prices in
 
         
Active Markets
   
Significant Other
   
Significant
 
   
Carrying value
   
for Identical
   
Observable
   
Unobservable
 
   
as of September
   
Assets
   
Inputs
   
Inputs
 
     
30, 2009
   
(Level 1)
   
(Level 2)
   
(Level 3)
 
Cash and cash equivalents
  $ 881,485     $ 881,485       -       -  
Restricted cash
  $ 7,897,508     $ 7,897,508       -       -  

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

 
31

 

Revenue Recognition

Revenues represent the invoiced value of goods sold, recognized upon the shipment of goods to customers. Revenues are recognized when all of the following criteria are met:

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

New Accounting Pronouncements

Recently Implemented Standards

ASC 105, Generally Accepted Accounting Principles (“ASC 105”) (formerly Statement of Financial Accounting Standards No. 168, The FASB Accounting Standards Codification and the Hierarchy of Generally Accepted Accounting Principles a replacement of FASB Statement No. 162) reorganized by topic existing accounting and reporting guidance issued by the Financial Accounting Standards Board (“FASB”) into a single source of authoritative generally accepted accounting principles (“GAAP”) to be applied by nongovernmental entities. All guidance contained in the Accounting Standards Codification (“ASC”) carries an equal level of authority. Rules and interpretive releases of the Securities and Exchange Commission (“SEC”) under authority of federal securities laws are also sources of authoritative GAAP for SEC registrants. Accordingly, all other accounting literature will be deemed “non-authoritative”. ASC 105 is effective on a prospective basis for financial statements issued for interim and annual periods ending after September 15, 2009. The Company has implemented the guidance included in ASC 105 as of July 1, 2009. The implementation of this guidance changed the Company’s references to GAAP authoritative guidance but did not impact the Company’s financial position or results of operations.

ASC 855, Subsequent Events (“ASC 855”) (formerly Statement of Financial Accounting Standards No. 165, Subsequent Events) includes guidance that was issued by the FASB in May 2009, and is consistent with current auditing standards in defining a subsequent event. Additionally, the guidance provides for disclosure regarding the existence and timing of a company’s evaluation of its subsequent events. ASC 855 defines two types of subsequent events, “recognized” and “non-recognized”. Recognized subsequent events provide additional evidence about conditions that existed at the date of the balance sheet and are required to be reflected in the financial statements. Non-recognized subsequent events provide evidence about conditions that did not exist at the date of the balance sheet but arose after that date and, therefore; are not required to be reflected in the financial statements. However, certain non-recognized subsequent events may require disclosure to prevent the financial statements from being misleading. This guidance was effective prospectively for interim or annual financial periods ending after June 15, 2009. The Company implemented the guidance included in ASC 855 as of July 1, 2009. The effect of implementing this guidance was not material to the Company’s financial position or results of operations.

 
32

 

Recent Accounting Pronouncements

In August 2009, the FASB issued ASC Update No. 2009-05, Fair Value Measurements and Disclosures (Topic 820): Measuring Liabilities at Fair Value (“ASC Update No. 2009-05”). This update amends ASC 820, Fair Value Measurements and Disclosures and provides further guidance on measuring the fair value of a liability. The guidance establishes the types of valuation techniques to be used to value a liability when a quoted market price in an active market for the identical liability is not available, such as the use of an identical or similar liability when traded as an asset. The guidance also further clarifies that a quoted price in an active market for the identical liability at the measurement date and the quoted price for the identical liability when traded as an asset in an active market when no adjustments to the quoted price of the asset are required are both Level 1 fair value measurements. If adjustments are required to be applied to the quoted price, it results in a level 2 or 3 fair value measurement. The guidance provided in the update is effective for the first reporting period (including interim periods) beginning after issuance. The Company does not expect that the implementation of ASC Update No. 2009-05 will have a material effect on its financial position or results of operations.

In September 2009, the FASB issued ASC Update No. 2009-12, Fair Value Measurements and Disclosures (Topic 820): Investments in Certain Entities that Calculate Net Asset Value per Share (or Its Equivalent) (“ASC Update No. 2009-12”). This update sets forth guidance on using the net asset value per share provided by an investee to estimate the fair value of an alternative investment. Specifically, the update permits a reporting entity to measure the fair value of this type of investment on the basis of the net asset value per share of the investment (or its equivalent) if all or substantially all of the underlying investments used in the calculation of the net asset value is consistent with ASC 820. The update also requires additional disclosures by each major category of investment, including, but not limited to, fair value of underlying investments in the major category, significant investment strategies, redemption restrictions, and unfunded commitments related to investments in the major category. The amendments in this update are effective for interim and annual periods ending after December 15, 2009 with early application permitted. The Company does not expect that the implementation of ASC Update No. 2009-12 will have a material effect on its financial position or results of operations.

In June 2009, FASB issued Statement of Financial Accounting Standards No. 167, Amendments to FASB Interpretation No. 46(R) (“Statement No. 167”). Statement No. 167 amends FASB Interpretation No. 46R, Consolidation of Variable Interest Entities an interpretation of ARB No. 51 (“FIN 46R”) to require an analysis to determine whether a company has a controlling financial interest in a variable interest entity. This analysis identifies the primary beneficiary of a variable interest entity as the enterprise that has a) the power to direct the activities of a variable interest entity that most significantly impact the entity’s economic performance and b) the obligation to absorb losses of the entity that could potentially be significant to the variable interest entity or the right to receive benefits from the entity that could potentially be significant to the variable interest entity. The statement requires an ongoing assessment of whether a company is the primary beneficiary of a variable interest entity when the holders of the entity, as a group, lose power, through voting or similar rights, to direct the actions that most significantly affect the entity’s economic performance. This statement also enhances disclosures about a company’s involvement in variable interest entities. Statement No. 167 is effective as of the beginning of the first annual reporting period that begins after November 15, 2009. Although Statement No. 167 has not been incorporated into the Codification, in accordance with ASC 105, the standard shall remain authoritative until it is integrated. The Company does not expect the adoption of Statement No. 167 to have a material impact on its financial position or results of operations.

 
33

 

In June 2009, the FASB issued Statement of Financial Accounting Standards No. 166, Accounting for Transfers of Financial Assets an amendment of FASB Statement No. 140 (“Statement No. 166”). Statement No. 166 revises FASB Statement of Financial Accounting Standards No. 140, Accounting for Transfers and Extinguishment of Liabilities a replacement of FASB Statement 125 (“Statement No. 140”) and requires additional disclosures about transfers of financial assets, including securitization transactions, and any continuing exposure to the risks related to transferred financial assets. It also eliminates the concept of a “qualifying special-purpose entity”, changes the requirements for derecognizing financial assets, and enhances disclosure requirements. Statement No. 166 is effective prospectively, for annual periods beginning after November 15, 2009, and interim and annual periods thereafter. Although Statement No. 166 has not been incorporated into the Codification, in accordance with ASC 105, the standard shall remain authoritative until it is integrated. The Company does not expect the adoption of Statement No. 166 will have a material impact on its financial position or results of operations.

 
34

 

Results of Operation
Comparison of Nine Months Ended September 30, 2009 and 2008

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 Nine
Months Ended
September 30, 
2009
   
% Of
Revenue
   
For Nine
Months Ended
September 30, 
2008
   
% Of
Revenue
   
Change In
Amount
   
Change
In %
 
                                                 
REVENUES, NET
  $ 19,114,049       100.0 %   $ 30,767,280       100.0 %   $ (11,653,231 )     (37.9 )%
                                                 
COST OF GOODS SOLD
    (14,329,404 )     (75.0 )%     (23,098,186 )     (75.1 )%     8,768,782       (38.0 )%
GROSS PROFIT
    4,784,645       25.0 %     7,669,094       24.9 %