Company Quick10K Filing
Quick10K
China Automotive Systems
Closing Price ($) Shares Out (MM) Market Cap ($MM)
$2.59 31 $82
10-Q 2019-03-31 Quarter: 2019-03-31
10-K 2018-12-31 Annual: 2018-12-31
10-Q 2018-09-30 Quarter: 2018-09-30
10-Q 2018-06-30 Quarter: 2018-06-30
10-Q 2018-03-31 Quarter: 2018-03-31
10-K 2017-12-31 Annual: 2017-12-31
10-Q 2017-09-30 Quarter: 2017-09-30
10-Q 2017-06-30 Quarter: 2017-06-30
10-Q 2017-03-31 Quarter: 2017-03-31
10-K 2016-12-31 Annual: 2016-12-31
10-Q 2016-09-30 Quarter: 2016-09-30
10-Q 2016-06-30 Quarter: 2016-06-30
10-Q 2016-03-31 Quarter: 2016-03-31
10-K 2015-12-31 Annual: 2015-12-31
10-Q 2015-09-30 Quarter: 2015-09-30
10-Q 2015-06-30 Quarter: 2015-06-30
10-Q 2015-03-31 Quarter: 2015-03-31
10-K 2014-12-31 Annual: 2014-12-31
10-Q 2014-09-30 Quarter: 2014-09-30
10-Q 2014-06-30 Quarter: 2014-06-30
10-Q 2014-03-31 Quarter: 2014-03-31
10-K 2013-12-31 Annual: 2013-12-31
8-K 2019-05-09 Earnings, Exhibits
8-K 2018-12-05 Shareholder Vote
8-K 2018-11-21 Earnings, Exhibits
8-K 2018-11-09 Earnings, Exhibits
8-K 2018-08-20 Other Events, Exhibits
8-K 2018-08-09 Earnings, Exhibits
8-K 2018-04-27 Enter Agreement, Exhibits
TRMD TORM 577
KRYS Krystal Biotech 478
JCAP Jernigan Capital 436
BYSI Beyondspring 341
RHYTH Rhythmone 0
PPLT ETFS Platinum Trust 0
QPRC Quest Patent Research 0
VRDR Verde Resources 0
DBV Invesco DB G10 Currency Harvest Fund 0
PROC Procaccianti Hotel REIT 0
CAAS 2019-03-31
Part I &Mdash; Financial Information
Item 1. Financial Statements.
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations.
Item 3. Quantitative and Qualitative Disclosures About Market Risk.
Item 4. Controls and Procedures.
Part II. &Mdash; Other Information
Item 1. Legal Proceedings.
Item 1A. Risk Factors.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
Item 3. Defaults Upon Senior Securities.
Item 4. Mine Safety Disclosures.
Item 5. Other Information.
Item 6. Exhibits.
EX-31.1 tv519963_ex31-1.htm
EX-31.2 tv519963_ex31-2.htm
EX-32.1 tv519963_ex32-1.htm
EX-32.2 tv519963_ex32-2.htm

China Automotive Systems Earnings 2019-03-31

CAAS 10Q Quarterly Report

Balance SheetIncome StatementCash Flow

10-Q 1 tv519963_10q.htm FORM 10-Q

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM 10-Q

 

(Mark one)

x QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the quarterly period ended March 31, 2019

Or

 

¨ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the transition period from ________ to _________

 

Commission file number: 000-33123

 

China Automotive Systems, Inc.

(Exact name of registrant as specified in its charter)

 

Delaware   33-0885775
(State or other jurisdiction of incorporation or   (I.R.S. employer identification number)
organization)    

 

No. 1 Henglong Road, Yu Qiao Development Zone, Shashi District

Jing Zhou City, Hubei Province, the People’s Republic of China

(Address of principal executive offices)

 

  (86) 716- 412- 7912  
     
  Registrant’s telephone number  

 

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 every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).

 

Yes           x           No           ¨

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer ¨ Accelerated filer ¨
Non-accelerated filer x Smaller reporting company x
    Emerging growth company  ¨

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

 

Yes           ¨           No           x

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class Trading symbol Name of each exchange on which
registered
Common Stock, $0.0001 par value CAAS The Nasdaq Capital Market

 

 

As of May 9, 2019, the Company had 31,497,723 shares of common stock issued and outstanding.

 

 

 

 

 

CHINA AUTOMOTIVE SYSTEMS, INC.

 

INDEX

 

        Page
         
    Part I — Financial Information    
         
Item 1.   Unaudited Financial Statements.   4
    Condensed Unaudited Consolidated Statements of Operations and Comprehensive Income for the Three Months Ended March 31, 2019 and 2018   4
    Condensed Unaudited Consolidated Balance Sheets as of March 31, 2019 and December 31, 2018   5
    Condensed Unaudited Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2019 and 2018   6
    Notes to Condensed Unaudited Consolidated Financial Statements   7
Item 2.   Management’s Discussion and Analysis of Financial Condition and Results of Operations.   22
Item 3.   Quantitative and Qualitative Disclosures About Market Risk.   34
Item 4.   Controls and Procedures.   34
         
    Part II — Other Information    
         
Item 1.   Legal Proceedings.   35
Item 1A.   Risk Factors.   35
Item 2.   Unregistered Sales of Equity Securities and Use of Proceeds.   35
Item 3.   Defaults Upon Senior Securities.   35
Item 4.   Mine Safety Disclosures.   35
Item 5.   Other Information.   35
Item 6.   Exhibits.   36
         
Signatures       37

 

 

2

 

 

Cautionary Statement

 

This Quarterly Report on Form 10-Q contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, and Section 21E of the Securities Exchange Act of 1934. These statements relate to future events or the Company’s future financial performance. The Company has attempted to identify forward-looking statements by terminology including “anticipates,” “believes,” “expects,” “can,” “continues,” “could,” “estimates,” “expects,” “intends,” “may,” “plans,” “potential,” “predicts,” “should” or “will” or the negative of these terms or other comparable terminology. Such statements are subject to certain risks and uncertainties, including the matters set forth in this Quarterly Report or other reports or documents the Company files with the Securities and Exchange Commission from time to time, which could cause actual results or outcomes to differ materially from those projected. Although the Company believes that the expectations reflected in the forward-looking statements are reasonable, the Company cannot guarantee future results, levels of activity, performance or achievements. Undue reliance should not be placed on these forward-looking statements, which speak only as of the date hereof. The Company’s expectations are as of the date this Form 10-Q is filed, and the Company does not intend to update any of the forward-looking statements after the date this Quarterly Report on Form 10-Q is filed to conform these statements to actual results, unless required by law. All of the forward-looking statements are qualified in their entirety by reference to the factors discussed under Item 1A. “Risk Factors” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2018, as filed with the Securities and Exchange Commission.

 

 

3

 

  

PART I — FINANCIAL INFORMATION

 

Item 1.  FINANCIAL STATEMENTS.

 

China Automotive Systems, Inc. and Subsidiaries

Condensed Unaudited Consolidated Statements of Operations and Comprehensive Income

(In thousands of USD, except share and per share amounts)

 

   Three Months Ended March 31, 
   2019   2018 
Net product sales ($12,836 and $10,846 sold to related parties for the three months ended March 31, 2019 and 2018)  $109,193   $134,018 
Cost of products sold ($5,504 and $8,249 purchased from related parties for the three months ended March 31, 2019 and 2018)   95,148    112,379 
Gross profit   14,045    21,639 
Gain on other sales   1,269    1,513 
Less: Operating expenses          
Selling expenses   3,085    5,827 
General and administrative expenses   4,590    4,424 
Research and development expenses   6,602    8,307 
Total operating expenses   14,277    18,558 
Income from operations   1,037    4,594 
Other income, net   1,407    621 
Interest expense   (568)   (415)
Financial expense, net   (665)   (765)
Income before income tax expenses and equity in earnings of affiliated companies   1,211    4,035 
Less: Income taxes   198    588 
Equity in earnings of affiliated companies   211    585 
Net income   1,224    4,032 
Net loss attributable to non-controlling interests   (243)   (280)
Net income attributable to parent company’s common shareholders  $1,467   $4,312 
Comprehensive income:          
Net income  $1,224   $4,032 
Other comprehensive income:          
Foreign currency translation gain, net of tax   6,363    13,242 
Comprehensive income   7,587    17,274 
Comprehensive income attributable to non-controlling interests   214    236 
Comprehensive income attributable to parent company  $7,373   $17,038 
           
Net income attributable to parent company’s common shareholders per share          
           
Basic –  $0.05   $0.14 
           
Diluted-  $0.05   $0.14 
Weighted average number of common shares outstanding          
Basic   31,507,487    31,644,004 
Diluted   31,513,297    31,644,004 

 

The accompanying notes are an integral part of these condensed unaudited consolidated financial statements.

 

4

 

 

China Automotive Systems, Inc. and Subsidiaries

Condensed Unaudited Consolidated Balance Sheets

(In thousands of USD unless otherwise indicated)

 

   March 31, 2019   December 31, 2018 
ASSETS          
Current assets:          
Cash and cash equivalents  $65,471   $86,346 
Pledged cash   26,205    29,623 
Accounts and notes receivable, net - unrelated parties   242,574    237,519 
Accounts and notes receivable, net - related parties   21,701    18,825 
Inventories   90,202    88,021 
Other current assets   34,076    35,094 
Total current assets   480,229    495,428 
Non-current assets:          
Property, plant and equipment, net   137,033    129,853 
Long-term investments   33,433    32,620 
Other non-current assets   34,621    32,598 
Total assets  $685,316   $690,499 
           
LIABILITIES AND STOCKHOLDERS' EQUITY          
Current liabilities:          
Short-term loans  $65,888   $60,952 
Accounts and notes payable - unrelated parties   187,612    205,643 
Accounts and notes payable - related parties   5,668    4,477 
Accrued expenses and other payables   45,897    47,032 
Other current liabilities   24,181    23,196 
Total current liabilities   329,246    341,300 
Long-term liabilities:          
Long-term government loan   297    291 
Other long-term payable   7,977    8,726 
Long-term tax payable   29,503    29,503 
Other non-current liabilities   6,221    5,852 
Total liabilities  $373,244   $385,672 
           
Commitments and Contingencies (See Note 22)          
           
Stockholders’ equity:          
Common stock, $0.0001 par value - Authorized - 80,000,000 shares; Issued - 32,338,302 and 32,338,302 shares as of March 31, 2019 and December 31, 2018, respectively  $3   $3 
Additional paid-in capital   64,429    64,429 
Retained earnings-          
Appropriated   11,104    11,104 
Unappropriated   212,906    211,439 
Accumulated other comprehensive income   7,761    1,855 
Treasury stock - 840,579 and 711,698 shares as of March 31, 2019 and December 31, 2018, respectively   (3,295)   (2,953)
Total parent company stockholders' equity   292,908    285,877 
Non-controlling interests   19,164    18,950 
Total stockholders' equity   312,072    304,827 
Total liabilities and stockholders' equity  $685,316   $690,499 

 

The accompanying notes are an integral part of these condensed unaudited consolidated financial statements.

 

5

 

 

China Automotive Systems, Inc. and Subsidiaries

Condensed Unaudited Consolidated Statements of Cash Flows

(In thousands of USD unless otherwise indicated)

 

   Three Months Ended March 31, 
   2019   2018 
Cash flows from operating activities:          
Net income  $1,224   $4,032 
Adjustments to reconcile net income from operations to net cash provided by operating activities:          
Depreciation and amortization   3,987    4,342 
(Reversal)/accrual of provision for doubtful accounts   (355)   275 
Inventory write downs   1,112    1,543 
Deferred income taxes   (84)   33 
Equity in earnings of affiliated companies   (211)   (585)
Gain on fixed assets disposals   -    12 
Changes in operating assets and liabilities          
(Increase)/decrease in:          
Accounts and notes receivable   (1,977)   559 
Inventories   (1,233)   (6,592)
Other current assets   2,387    (128)
Increase/(decrease) in:          
Accounts and notes payable   (21,299)   (11,950)
Accrued expenses and other payables   (2,208)   (4,031)
Other current liabilities   443    4,988 
Net cash used in operating activities   (18,214)   (7,502)
Cash flows from investing activities:          
(Decrease)/increase in other receivables   (249)   647 
Cash received from property, plant and equipment sales   834    26 
Payments to acquire property, plant and equipment (including $760 and $5,224 paid to related parties for the three months ended March 31, 2019 and 2018, respectively)   (8,777)   (8,192)
Payments to acquire intangible assets   (1,194)   - 
Purchase of short-term investments   (15,563)   (1,414)
Proceeds from maturities of short-term investments   14,901    19,108 
Cash received from repayment of the loan to a related party   -    20,430 
Net cash (used in)/provided by investing activities   (10,048)   30,605 
Cash flows from financing activities:          
Proceeds from bank loans   15,275    19,672 
Repayments of bank loans   (11,881)   (31,037)
Repayments of the borrowing for sale and leaseback transaction   (1,063)   - 
Repurchase of common shares   (342)   - 
Net cash provided by/(used in) financing activities   1,989    (11,365)
Effects of exchange rate on cash, cash equivalents and pledged cash   1,980    3,595 
Net (decrease)/increase in cash, cash equivalents and pledged cash   (24,293)   15,333 
Cash, cash equivalents and pledged cash at beginning of the period   115,969    96,093 
Cash, cash equivalents and pledged cash at end of the period  $91,676   $111,426 

 

The accompanying notes are an integral part of these condensed unaudited consolidated financial statements.

 

 

6

 

 

China Automotive Systems, Inc. and Subsidiaries

Notes to Condensed Unaudited Consolidated Financial Statements

Three Months Ended March 31, 2019 and 2018

 

  1. Organization and business

 

China Automotive Systems, Inc., “China Automotive,” was incorporated in the State of Delaware on June 29, 1999 under the name Visions-In-Glass, Inc. China Automotive, including, when the context so requires, its subsidiaries and the joint ventures described below, is referred to herein as the “Company.” The Company is primarily engaged in the manufacture and sale of automotive systems and components, as described below.

 

Great Genesis Holdings Limited, a company incorporated in Hong Kong on January 3, 2003 under the Companies Ordinance in Hong Kong as a limited liability company, “Genesis,” is a wholly-owned subsidiary of the Company.

 

Henglong USA Corporation, “HLUSA,” incorporated on January 8, 2007 in Troy, Michigan, is a wholly-owned subsidiary of the Company, and mainly engages in marketing of automotive parts in North America, and provides after-sales service and research and development support accordingly.

 

The Company owns the following aggregate net interests in the following Sino-foreign joint ventures, wholly-owned subsidiaries and joint ventures organized in the People's Republic of China, the “PRC,” and Brazil as of March 31, 2019 and December 31, 2018.

 

   Percentage Interest 
Name of Entity  March 31,
2019
   December 31,
2018
 
Shashi Jiulong Power Steering Gears Co., Ltd., “Jiulong” 1   100.00%   100.00%
Jingzhou Henglong Automotive Parts Co., Ltd., “Henglong” 2   100.00%   100.00%
Shenyang Jinbei Henglong Automotive Steering System Co., Ltd., “Shenyang” 3   70.00%   70.00%
Universal Sensor Application Inc., “USAI” 4   83.34%   83.34%
Wuhan Jielong Electric Power Steering Co., Ltd., “Jielong” 5   85.00%   85.00%
Wuhu Henglong Automotive Steering System Co., Ltd., “Wuhu” 6   77.33%   77.33%
Hubei Henglong Automotive System Group Co., Ltd., “Hubei Henglong” 7   100.00%   100.00%
Jingzhou Henglong Automotive Technology (Testing) Center, “Testing Center” 8   100.00%   100.00%
Chongqing Henglong Hongyan Automotive System Co., Ltd., “Chongqing Henglong” 9   70.00%   70.00%
CAAS Brazil’s Imports and Trade In Automotive Parts Ltd., “Brazil Henglong” 10   95.84%   95.84%
Wuhan Chuguanjie Automotive Science and Technology Ltd., “Wuhan Chuguanjie” 11   85.00%   85.00%
Hubei Henglong Group Shanghai Automotive Electronics Research and Development Ltd., “Shanghai Henglong” 12   100.00%   100.00%
Jingzhou Qingyan Intelligent Automotive Technology Research Institute Co., Ltd., “Jingzhou Qingyan”13   60.00%   60.00%
Hubei Henglong & KYB Automobile Electric Steering System Co., Ltd., “Henglong KYB”14   66.60%   66.60%

 

7

 

 

1. Jiulong was established in 1993 and mainly engages in the production of integral power steering gears for heavy-duty vehicles.
   
2. Henglong was established in 1997 and mainly engages in the production of rack and pinion power steering gears for cars and light duty vehicles.
   
3. Shenyang was established in 2002 and focuses on power steering parts for light duty vehicles.
   
4. USAI was established in 2005 and mainly engages in the production and sales of sensor modules.
   
5. Jielong was established in 2006 and mainly engages in the production and sales of automotive steering columns.
   
6. Wuhu was established in 2006 and mainly engages in the production and sales of automobile steering systems.
   
7. On March 7, 2007, Genesis established Hubei Henglong, formerly known as Jingzhou Hengsheng Automotive System Co., Ltd., its wholly-owned subsidiary, to engage in the production and sales of automotive steering systems. On July 8, 2012, Hubei Henglong changed its name to Hubei Henglong Automotive System Group Co., Ltd.
   
8. In December 2009, Henglong, a subsidiary of Genesis, formed Testing Center, which mainly engages in the research and development of new products.
   
9. On February 21, 2012, Hubei Henglong and SAIC-IVECO Hongyan Company, “SAIC-IVECO,” established a Sino-foreign joint venture company, Chongqing Henglong, to design, develop and manufacture both hydraulic and electric power steering systems and parts.
   
10. On August 21, 2012, Brazil Henglong was established as a Sino-foreign joint venture company by Hubei Henglong and two Brazilian citizens, Ozias Gaia Da Silva and Ademir Dal’ Evedove. Brazil Henglong engages mainly in the import and sales of automotive parts in Brazil. In May 2017, the Company obtained an additional 15.84% equity interest in Brazil Henglong for nil consideration. The Company retained its controlling interest in Brazil Henglong and the acquisition of the non-controlling interest was accounted for as an equity transaction.
   
11. In May 2014, together with Hubei Wanlong, Jielong formed a subsidiary, Wuhan Chuguanjie Automotive Science and Technology Ltd., “Wuhan Chuguanjie”, which mainly engages in research and development, manufacture and sales of automobile electronic systems and parts. Wuhan Chuguanjie is located in Wuhan, China.
   
12. In January 2015, Hubei Henglong formed Hubei Henglong Group Shanghai Automotive Electronics Research and Development Ltd., “Shanghai Henglong”, which mainly engages in the design and sales of automotive electronics.
   
13. In November 2017, Hubei Henglong formed Jingzhou Qingyan Intelligent Automotive Technology Rearch Institute Co., Ltd., “Jingzhou Qingyan”, which mainly engages in the research and development of intelligent automotive technology.
   
14. In August 2018, Hubei Henglong and KYB (China) Investment Co., Ltd. (“KYB”) established Hubei Henglong KYB Automobile Electric Steering System Co., Ltd. (“Henglong KYB”), which mainly engages in design, manufacture, sales and after-sales service of automobile electronic systems. Hubei Henglong owns 66.6% of the shares of this entity and has consolidated it since its establishment.

 

8

 

 

  2. Basis of presentation and significant accounting policies

 

  (a) Basis of Presentation

 

Basis of Presentation – The accompanying condensed unaudited consolidated financial statements include the accounts of the Company and its subsidiaries. The details of subsidiaries are disclosed in Note 1. Significant inter-company balances and transactions have been eliminated upon consolidation. The condensed unaudited consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”) for interim financial information and with the instructions in Regulation S-X. Accordingly they do not include all of the information and footnotes required by such accounting principles for complete financial statements. These financial statements should be read in conjunction with the consolidated financial statements and related footnotes included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2018.

 

The accompanying interim condensed consolidated financial statements are unaudited, but in the opinion of the Company’s management, contain all necessary adjustments, which include normal recurring adjustments, for a fair statement of the results of operations, financial position and cash flows for the interim periods presented.

 

The condensed consolidated balance sheet as of December 31, 2018 is derived from the Company’s audited financial statements at that date but does not include all of the information and footnotes required by U.S. GAAP for complete financial statements. 

 

The results of operations for the three months ended March 31, 2019 are not necessarily indicative of the results of operations to be expected for the full fiscal year ending December 31, 2019.

 

Estimation - 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, disclosure of contingent assets and liabilities at the dates of the financial statements, and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from those estimates.

 

Foreign Currencies - China Automotive, the parent company, and HLUSA maintain their books and records in United States Dollars, “USD,” their functional currency. The Company’s subsidiaries based in the PRC and Genesis maintain their books and records in Renminbi, “RMB,” their functional currency. The Company’s subsidiary based in Brazil maintains its books and records in Brazilian reais, “BRL,” its functional currency. In accordance with ASC Topic 830, “FASB Accounting Standards Codification”, foreign currency transactions denominated in currencies other than the functional currency are remeasured into the functional currency at the rate of exchange prevailing at the balance sheet date for monetary items. Nonmonetary items are remeasured at historical rates. Income and expenses are remeasured at the rate in effect on the transaction dates. Transaction gains and losses, if any, are included in the determination of net income for the period. 

  

  (b) Recent Accounting Pronouncements

 

On January 1, 2019, the Company adopted ASU 2016-02, Leases (as amended by ASU Nos. 2018-10, 2018-11, 2018-20, and 2019-01), using the modified retrospective method. The impact of the adoption of the new standard on the consolidated financial statements is discussed in “Significant Accounting Policies” below.

 

  (c) Significant Accounting Policies

 

The following significant accounting policies have been added or changed since the date of the Company’s 2018 Annual Report on Form 10-K.

 

Leases - As described in the “Recent Accounting Pronouncements” section, the Company adopted ASU 2016-02, Leases, and other related ASUs (collectively, ASC 842) on January 1, 2019, using the modified retrospective method of adoption.

 

The Company elected the transition method which allows entities to initially apply the requirements by recognizing a cumulative-effect adjustment to the opening balance of retained earnings in the period of adoption. As a result of electing this transition method, prior periods have not been restated. There is no material impact on the balance of retained earnings, right of use assets or associated lease liabilities as of January 1, 2019 due to the adoption of ASC 842. The Company elected the package of practical expedients permitted under the transition guidance within ASC 842, which includes not reassessing lease classification of existing leases. The Company did not elect the hindsight practical expedient.

 

The Company determines if an arrangement is a lease upon inception. A contract is or contains a lease if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration. The right to control the use of an asset includes the right to obtain substantially all of the economic benefits of the underlying asset and the right to direct how and for what purpose the asset is used. The Company’s major plants and buildings are self-owned and limited temporary small offices were rented.

 

9

 

 

For leases with a term of 12 months or less, the Company makes an accounting policy election by class of underlying asset not to recognize lease assets and lease liabilities. The Company recognizes lease expenses for such leases on a straight-line basis over the lease term.

 

Operating lease assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. The discount rate used to calculate present value is the Company’s incremental borrowing rate or, if available, the rate implicit in the lease. The Company determines the incremental borrowing rate for each lease based primarily on the lease term and the economic environment of the applicable country or region. The discount rate used by the Company for its operating lease was 4.49%.

 

The operating lease right of use assets was included in other current assets and current portion of operating lease liabilities was included in other current liabilities and the non-current portion was included in other non-current liabilities. The weighted average remaining lease term was 4 years. The Company does not have finance lease arrangements as of March 31, 2019.

 

  3. Accounts and notes receivable, net

 

The Company’s accounts and notes receivable, net as of March 31, 2019 and December 31, 2018 are summarized as follows (figures are in thousands of USD):

 

   March 31, 2019   December 31, 2018 
Accounts receivable - unrelated parties  $150,415   $149,100 
Notes receivable - unrelated parties (1)(2)    94,255    90,412 
Total accounts and notes receivable- unrelated parties   244,670    239,512 
Less: allowance for doubtful accounts - unrelated parties(3)   (2,096)   (1,993)
Accounts and notes receivable, net - unrelated parties   242,574    237,519 
Accounts and notes receivable - related parties   21,701    18,825 
Accounts and notes receivable, net  $264,275   $256,344 

 

  (1) Notes receivable represent accounts receivable in the form of bills of exchange for which acceptances are guaranteed and settlements are handled by banks or third parties.

 

  (2) As of March 31, 2019 and December 31, 2018, the Company pledged its notes receivable in an amount of approximately $7.6 million and $18.4 million, respectively, as security for its comprehensive credit facilities or loans.
     
  (3) Provision for doubtful accounts and notes receivable amounted to $0.1 million and $0.3 million for the three months ended March 31, 2019 and 2018, respectively.  

 

  4. Inventories

 

The Company’s inventories as of March 31, 2019 and December 31, 2018 consisted of the following (figures are in thousands of USD):

 

   March 31, 2019   December 31, 2018 
Raw materials  $29,206   $27,190 
Work in process   12,340    11,932 
Finished goods   48,656    48,899 
Total  $90,202   $88,021 

 

The write down of inventories amounted to $1.1 million and $1.5 million for the three months ended March 31, 2019 and 2018, respectively.

 

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  5. Long-term investments

 

In January 2010, the Company invested $3.1 million to establish a joint venture company, Beijing Henglong, with Hainachuan. The Company owns 50% of the equity in Beijing Henglong and can exercise significant influence over Beijing Henglong’s operating and financial policies. The Company accounted for Beijing Henglong’s operational results using the equity method. As of March 31, 2019 and December 31, 2018, the Company had $4.3 million and $4.2 million, respectively, of net equity in Beijing Henglong.  

 

In September 2014, Hubei Henglong entered into an agreement with other parties to establish a venture capital fund, the “Suzhou Venture Fund”, which mainly focuses on investments in emerging automobiles and parts industries. Hubei Henglong has committed to make investments of RMB 50.0 million, equivalent to approximately $7.4 million, in the Suzhou Venture Fund in three installments. As of March 31, 2019, Hubei Henglong has completed a capital contribution of RMB 50.0 million, equivalent to approximately $7.4 million, representing 12.5% of the Suzhou Venture Fund’s shares. As a limited partner, Hubei Henglong has more than virtually no influence over the Suzhou Venture Fund’s operating and financial policies. The investment is accounted for using the equity method. As of March 31, 2019 and December 31, 2018, the Company had $10.0 million and $9.7 million, respectively, of net equity in the Suzhou Venture Fund.

   

In May 2016, Hubei Henglong entered into an agreement with other parties to establish a venture capital fund, the “Chongqing Venture Fund”. Hubei Henglong has committed to make investments of RMB 120.0 million, equivalent to approximately $18.0 million, in three installments, representing 23.5% of the Chongqing Venture Fund’s shares. As of March 31, 2019, Hubei Henglong has completed a capital contribution of RMB 84.0 million, equivalent to approximately $12.5 million. As a limited partner, Hubei Henglong has more than virtually no influence over the Chongqing Venture Fund’s operating and financial policies. The investment is accounted for using the equity method. As of March 31, 2019 and December 31, 2018, the Company had $13.3 million and $13.1 million, respectively, of net equity in the Chongqing Venture Fund.

 

In October 2016, Hubei Henglong invested RMB 3.0 million, equivalent to approximately $0.4 million, to establish a joint venture company, Chongqing Jinghua Automotive Intelligent Manufacturing Technology Research Co., Ltd., “Chongqing Jinghua”, with five other parties. The Company owns 30% of the equity in Chongqing Jinghua, and can exercise significant influence over Chongqing Jinghua’s operating and financial policies. The Company accounts for Chongqing Jinghua’s operational results using the equity method. As of March 31, 2019 and December 31, 2018, the Company had $0.2 million and $0.2 million, respectively, of net equity in Chongqing Jinghua.

 

In March 2018, Hubei Henglong entered into an agreement with other parties to establish a venture capital fund, the “Hubei Venture Fund”. Hubei Henglong has committed to make investments of RMB 76.0 million, equivalent to approximately $11.5 million, in three installments, representing 27.1% of the Hubei Venture Fund’s shares. As of March 31, 2019, Hubei Henglong has completed a capital contribution of RMB 38.0 million, equivalent to approximately $5.6 million. As a limited partner, Hubei Henglong has more than virtually no influence over the Hubei Venture Fund’s operating and financial policies. The investment is accounted for using the equity method. As of March 31, 2019 and December 31, 2018, the Company had $5.6 million and $5.5 million, respectively, of net equity in the Hubei Venture Fund.

 

The Company’s consolidated financial statements reflect the net income of non-consolidated affiliates of $0.2 million and $0.6 million for the three months ended March 31, 2019 and 2018, respectively.

  

  6. Property, plant and equipment, net

 

The Company’s property, plant and equipment, net as of March 31, 2019 and December 31, 2018 are summarized as follows (figures are in thousands of USD):

 

   March 31, 2019   December 31, 2018 
Costs:          
Land use rights and buildings  $62,846   $60,593 
Machinery and equipment   198,351    192,538 
Electronic equipment   5,858    5,810 
Motor vehicles   4,933    4,852 
Construction in progress   15,214    12,526 
Total amount of property, plant and equipment   287,202    276,319 
Less: Accumulated depreciation (1)   (150,169)   (146,466)
Total amount of property, plant and equipment, net (2)(3)  $137,033   $129,853 

  

  (1) As of March 31, 2019 and December 31, 2018, the Company pledged property, plant and equipment with a net book value of approximately $57.4 million and $55.9 million, respectively, as security for its comprehensive credit facilities with banks in China.
     
  (2) Depreciation charges were $3.9 million and $4.2 million for the three months ended March 31, 2019 and 2018, respectively.
     
  (3) Interest costs capitalized for the three months ended March 31, 2019 and 2018, were $0.1 million and $0.2 million, respectively.  

 

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  7. Loans

 

Loans consist of the following as of March 31, 2019 and December 31, 2018 (figures are in thousands of USD):

 

   March 31, 2019   December 31, 2018 
Short-term bank loans (1)  $58,462   $53,667 
Short-term government loan (2)    7,426    7,285 
Total short-term bank and government loans  $65,888   $60,952 
Long-term government loan (3)   297    291 
Total bank and government loans  $66,185   $61,243 

 

(1) These loans are secured by property, plant and equipment of the Company and are repayable within one year (See Note 6). As of March 31, 2019 and December 31, 2018, the weighted average interest rate was 5.0% and 5.3% per annum, respectively. Interest is to be paid monthly or quarterly, on the twentieth day of the applicable month or quarter, or at maturity and the principal repayment is at maturity.
   
 

On October 27, 2017, Henglong entered into a credit facility agreement with China CITIC Bank to obtain credit facilities in the amount of RMB 224.0 million (equivalent to $33.3 million as of March 31, 2019), the “Henglong CITIC Credit Facility”. The original maturity date of the Henglong CITIC Credit Facility was October 27, 2018 and was extended to October 26, 2019. The amount of Henglong CITIC Credit Facility changed into RMB 200.0 million (equivalent to $29.7 million as of March 31, 2019). As security for the Henglong CITIC Credit Facility, Henglong’s property, plant and equipment were pledged and Hubei Henglong provided a guarantee. Henglong provided Jielong with a Standby Letter of Credit under the Credit Facility. On August 21, 2018, Henglong drew down loans amounting to RMB 23.2 million and RMB 48.1 million (equivalent to $3.4 million and $7.1 million), respectively. On August 23 and September 7, 2018, Henglong drew down loans amounting to RMB 19.3 million and RMB 5.8 million (equivalent to $2.9 million and $0.9 million), respectively. On March 15 and March 26, 2019, Henglong drew down loans amounting to RMB 7.2 million and RMB 7.8 million (equivalent to $1.0 million and $1.2 million), respectively. The annual interest rate of the loans was 3.63%, 3.98%, 3.79%, 3.95%, 3.52% and 3.52%, respectively. 

 

On October 27, 2017, Hubei Henglong entered into a credit facility agreement with China CITIC Bank to obtain credit facilities in the amount of RMB 140.0 million (equivalent to $20.8 million as of March 31, 2019), the “Hubei Henglong CITIC Credit Facility”. The Hubei Henglong CITIC Credit Facility expired on October 27, 2018. Henglong provided a guarantee for the Hubei Henglong CITIC Credit Facility. The original maturity date of the Hubei Henglong CITIC Credit Facility was October 27, 2018 and was extended to October 26, 2019. The amount of the Hubei Henglong CITIC Credit Facility changed into RMB 200.0 million (equivalent to $29.7 million as of March 31, 2019). Hubei Henglong provided Jiulong with a Standby Letter of Credit under the Credit Facility. On August 10, 2018, Hubei Henglong drew down loans amounting to RMB 11.5 million and RMB 27.0 million (equivalent to $1.7 million and $4.0 million), respectively. On August 22 and September 6, 2018, Hubei Henglong drew down loans amounting to RMB 26.0 million and RMB 7.6 million (equivalent to $3.9 million and $1.1 million), respectively. On March 15, 2019, Hubei Henglong drew down loans amounting to RMB 28.0 million and RMB 14.1 million (equivalent to $4.2 million and $2.1 million), respectively. The annual interest rate of the loans was 3.93%, 3.84%, 3.98%, 4.01%, 3.63% and 3.52%, respectively.

   
(2) On September 27, 2018, the Company received a Chinese government loan of RMB 50.0 million, equivalent to approximately $7.4 million, with an interest rate of 3.48% per annum, which will mature on June 28, 2019. Henglong pledged RMB 51.5 million, equivalent to approximately $7.6 million, of notes receivable as security for the Chinese government loan (See Note 3).
   
(3) On November 13, 2017, the Company received a Chinese government loan of RMB 2.0 million, equivalent to approximately $0.3 million, with an interest rate of 4.75% per annum, which will mature on November 12, 2020.

 

The Company must use the loans for the purpose as prescribed in the loan contracts. If the Company fails to do so, it will be charged penalty interest or trigger early repayment. The Company complied with such financial covenants as of March 31, 2019, and believes it will continue to comply with them.

 

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  8. Accounts and notes payable

 

The Company’s accounts and notes payable as of March 31, 2019 and December 31, 2018 are summarized as follows (figures are in thousands of USD):

 

   March 31, 2019   December 31, 2018 
Accounts payable - unrelated parties  $115,355   $124,610 
Notes payable - unrelated parties (1)   72,257    81,033 
Accounts and notes payable- unrelated parties   187,612    205,643 
Accounts payable - related parties   5,668    4,477 
Balance at end of the period  $193,280   $210,120 

 

(1) Notes payable represent accounts payable in the form of notes issued by the Company. The notes are endorsed by banks to ensure that noteholders will be paid after maturity. The Company has pledged cash deposits, short-term investments, notes receivable and certain property, plant and equipment to secure notes payable granted by banks.

  

  9. Accrued expenses and other payables

 

The Company’s accrued expenses and other payables as of March 31, 2019 and December 31, 2018 are summarized as follows (figures are in thousands of USD):

 

   March 31, 2019   December 31, 2018 
Accrued expenses  $6,884   $8,341 
Accrued interest   748    423 
Current portion of other long-term payable (See Note 10)   3,529    3,400 
Other payables   2,579    3,783 
Warranty reserves (1)    32,157    31,085 
Total  $45,897   $47,032 

 

(1) The Company provides for the estimated cost of product warranties when the products are sold. Such estimates of product warranties are based on, among other things, historical experience, product changes, material expenses, services and transportation expenses arising from the manufactured products. Estimates will be adjusted on the basis of actual claims and circumstances.

 

For the three months ended March 31, 2019 and 2018, and for the year ended December 31, 2018, the warranties activities were as follows (figures are in thousands of USD): 

 

   Three Months Ended March 31,   Year Ended
December 31,
 
   2019   2018   2018 
Balance at beginning of the period  $31,085   $29,033   $29,033 
Additions during the period   2,776    4,248    24,102 
Settlement within period   (2,294)   (4,206)   (20,599)
Foreign currency translation loss/(gain)   590    1,126    (1,451)
Balance at end of the period  $32,157   $30,201   $31,085 

 

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  10. Other long-term payable

 

On January 31, 2018, the Company entered into an equipment sales agreement with a third party (the “buyer-lessor”) and simultaneously entered into a four-year contract to lease back the equipment from the buyer-lessor. The carrying value of the equipment was $13.6 million and the sales price was $14.9 million. Pursuant to the terms of the contract, the Company is required to pay to the buyer-lessor lease payments over 4 years with a quarterly lease payment of $1.1 million and is entitled to obtain the ownership of this equipment at a nominal price upon the expiration of the lease. The Company is of the view that the transaction does not qualify as a sale. Therefore, the transaction is accounted for as a financing transaction by the Company. As of March 31, 2019, $3.5 million is recognized as other payable (See Note 9) and $8.0 million is recognized as other long-term payable to the buyer-lessor according to the contract term.

 

  11. Additional paid-in capital

 

The Company’s positions in respect of the amounts of additional paid-in capital for the three months ended March 31, 2019 and 2018, are summarized as follows (figures are in thousands of USD):

 

   Three Months Ended March 31, 
   2019   2018 
Balance at beginning of the period  $64,429   $64,406 
Balance at end of the period  $64,429   $64,406 

 

Assumptions used to estimate the fair value of the stock options on the grant date are as follows:

 

Issuance Date  Expected volatility   Risk-free rate   Expected term (years)   Dividend yield 
                 
December 5, 2018   44.72%   2.79%   5    0.00%

 

The stock options granted during 2018 were exercisable immediately. Their aggregate fair value on the grant date using the Black-Scholes option pricing model was $0.02 million. For the year ended December 31, 2018, the Company recognized stock-based compensation expenses of $0.02 million.

 

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  12. Retained earnings

 

Appropriated

 

Pursuant to the relevant PRC laws, the profits distribution of the Company’s Sino-foreign subsidiaries, which are based on their PRC statutory financial statements, other than the financial statement that was prepared in accordance with generally accepted accounting principles in the United States of America, are available for distribution in the form of cash dividends after these subsidiaries have paid all relevant PRC tax liabilities, provided for losses in previous years, and made appropriations to statutory surplus at 10%.

 

When the statutory surplus reserve reaches 50% of the registered capital of a company, additional reserve is no longer required. However, the reserve cannot be distributed to shareholders. Based on the business licenses of the PRC subsidiaries, the registered capital of Henglong, Jiulong, Shenyang, USAI, Jielong, Wuhu, Hubei Henglong, Henglong KYB and Chongqing are $10.0 million, $4.2 million (equivalent to RMB 35.0 million), $8.1 million (equivalent to RMB 67.5 million), $2.6 million, $6.0 million, $3.8 million (equivalent to RMB 30.0 million), $39.0 million, $41.7 million (equivalent to RMB 320.0 million) and $9.5 million (equivalent to RMB 60.0 million), respectively.

 

The Company’s activities in respect of the amounts of appropriated retained earnings for the three months ended March 31, 2019 and 2018, are summarized as follows (figures are in thousands of USD):

 

   Three Months Ended March 31, 
   2019   2018 
Balance at beginning of the period  $11,104   $10,707 
Balance at end of the period  $11,104   $10,707 

 

Unappropriated

 

The Company’s activities in respect of the amounts of the unappropriated retained earnings for the three months ended March 31, 2019 and 2018, are summarized as follows (figures are in thousands of USD):

 

   Three Months Ended March 31, 
   2019   2018 
Balance at beginning of the period  $211,439   $209,459 
Net income attributable to parent company   1,467    4,312 
Balance at end of the period  $212,906   $213,771 

 

 

  13. Accumulated other comprehensive income

 

The Company’s activities in respect of the amounts of accumulated other comprehensive income for the three months ended March 31, 2019 and 2018, are summarized as follows (figures are in thousands of USD): 

 

   Three Months Ended March 31, 
   2019   2018 
Balance at beginning of the period  $1,855   $17,780 
Foreign currency translation adjustment attributable to parent company   5,906    12,726 
Balance at end of the period  $7,761   $30,506 

 

15

 

 

  14. Treasury stock
     
  Treasury stock represents shares repurchased by the Company that are no longer outstanding and are held by the Company. Treasury stock is accounted for under the cost method. On December 5, 2018, the Board of Directors of the Company approved a share repurchase program under which the Company was permitted to repurchase up to $5.0 million of its common stock from time to time in the open market at prevailing market prices not to exceed $4.00 per share through December 4, 2019. During the three months ended March 31, 2019, the Company repurchased 128,881 shares of the Company’s common stock for cash consideration of $0.3 million on the open market. As of March 31, 2019 and December 31, 2018, the Company had cumulatively repurchased 840,579 shares and 711,698 shares, respectively, of the Company’s common stock since inception. The repurchased shares are presented as “treasury stock” on the balance sheet.
     
  15. Non-controlling interests

 

The Company’s activities in respect of the amounts of the non-controlling interests’ equity for the three months ended March 31, 2019 and 2018, are summarized as follows (figures are in thousands of USD):  

 

   Three Months Ended March 31, 
   2019   2018 
Balance at beginning of the period  $18,950   $6,681 
Loss attributable to non-controlling interests   (243)   (280)
Foreign currency translation adjustment attributable to non-controlling interests   457    516 
Balance at end of the period  $19,164   $6,917 

 

  16. Net product sales

 

Revenue Disaggregation

 

Management has concluded that the disaggregation level is the same under both the revenue standard and the segment reporting standard. Please refer to Note 24.

 

Contract Assets and Liabilities

 

Contract assets, such as costs to obtain or fulfill contracts, are an insignificant component of the Company’s revenue recognition process. The majority of the Company’s cost of fulfillment as a manufacturer of products is classified as inventory, fixed assets and intangible assets, which are accounted for under the respective guidance for those asset types. Other costs of contract fulfillment are immaterial due to the nature of the Company’s products and their respective manufacturing processes.

 

Contract liabilities are mainly customer deposits.

 

Customer Deposits

 

As of March 31, 2019 and December 31, 2018, the Company has customer deposits of $0.7 million and $0.8 million, respectively. During the three months ended March 31, 2019, $3.2 million was received and $3.2 million (including $0.8 million from the beginning balance of customer deposits) was recognized as net product sales revenue. Customer deposits represent non-refundable cash deposits for customers to secure rights to an amount of products produced by the Company under supply agreements. When the products are shipped to customers, the Company will recognize revenue and bill the customers to reduce the amount of the customer deposit liability.

 

16

 

 

  17. Financial expense, net

 

During the three months ended March 31, 2019 and 2018, the Company recorded financial expense, net which is summarized as follows (figures are in thousands of USD):

 

   Three Months Ended March 31, 
   2019   2018 
Interest income  $764   $374 
Foreign exchange loss, net   (1,250)   (1,037)
Bank fees   (179)   (102)
Total financial expense, net  $(665)  $(765)

 

 

  18. Income tax

 

The Company’s effective tax rates were 16.4% and 14.7% in the three months ended March 31, 2019 and 2018, respectively. The increase in effective tax rate was primarily due to the increase in the valuation allowance provided for loss-making entities.

 

  19. Income per share

 

Basic income per share is computed using the weighted average number of ordinary shares outstanding during the period. Diluted income per share is computed using the weighted average number of ordinary shares and dilutive ordinary share equivalents outstanding during the period. The dilutive effect of outstanding stock options is determined based on the treasury stock method.

 

The calculations of basic and diluted income per share attributable to the parent company for the three months ended March 31, 2019 and 2018, were as follows (figures are in thousands of USD, except share and per share amounts):

 

   Three Months Ended March 31, 
   2019   2018 
Numerator:        
Net income attributable to the parent company’s common shareholders – Basic and Diluted  $1,467   $4,312 
Denominator:          
Weighted average shares outstanding   31,507,487    31,644,004 
Dilutive effects of stock options   5,810    - 
Denominator for dilutive income per share - Diluted   31,513,297    31,644,004 
           
Net income per share attributable to parent company’s common shareholders - Basic  $0.05   $0.14 
Net income per share attributable to parent company’s common shareholders - Diluted  $0.05   $0.14 

  

As of March 31, 2019 and 2018, the exercise prices for 112,500 shares and 112,500 shares, respectively, of outstanding stock options were above the weighted average market price of the Company’s common stock during the three months ended March 31, 2019 and 2018, respectively, and these stock options were excluded from the calculation of the diluted income per share for the corresponding periods presented.

  

17

 

 

  20. Significant concentrations

 

A significant portion of the Company’s business is conducted in China where the currency is the RMB. Regulations in China permit foreign owned entities to freely convert the RMB into foreign currency for transactions that fall under the "current account", which includes trade related receipts and payments, interest and dividends. Accordingly, the Company’s Chinese subsidiaries may use RMB to purchase foreign exchange for settlement of such "current account" transactions without pre-approval. Regulations in the PRC currently permit payment of dividends of a PRC company only out of accumulated profits as determined in accordance with accounting standards and regulations in China. Under PRC law, China-based subsidiaries are required to set aside at least 10% of their after-tax profit based on PRC accounting standards each year to their general reserves until the cumulative amount reaches 50% of their paid-in capital. These reserves are not distributable as cash dividends or as loans or advances. These foreign-invested enterprises may also allocate a portion of their after-tax profits, at the discretion of their boards of directors, to their staff welfare and bonus funds. Any amounts so allocated may not be distributed and, accordingly, would not be available for distribution to Genesis and HLUSA.

 

Transactions other than those that fall under the "current account" and that involve conversion of RMB into foreign currency are classified as "capital account" transactions; examples of "capital account" transactions include repatriations of investment by or loans to foreign owners, or direct equity investments in a foreign entity by a China domiciled entity. "Capital account" transactions require prior approval from China's State Administration of Foreign Exchange, or SAFE, or its provincial branch to convert a remittance into a foreign currency, such as USD, and transmit the foreign currency outside of China.

  

This system could be changed at any time and any such change may affect the ability of the Company or its subsidiaries in China to repatriate capital or profits, if any, outside China. Furthermore, SAFE has a significant degree of administrative discretion in implementing the laws and has used this discretion to limit convertibility of current account payments out of China. Whether as a result of a deterioration in the Chinese balance of payments, a shift in the Chinese macroeconomic prospects or any number of other reasons, China could impose additional restrictions on capital remittances abroad. As a result of these and other restrictions under the laws and regulations of the PRC, the Company’s PRC subsidiaries are restricted in their ability to transfer a portion of their net assets to the parent. The Company has no assurance that the relevant Chinese governmental authorities in the future will not limit further or eliminate the ability of the Company’s PRC subsidiaries to purchase foreign currencies and transfer such funds to the Company to meet its liquidity or other business needs. Any inability to access funds in China, if and when needed for use by the Company outside of China, could have a material and adverse effect on the Company’s liquidity and its business.

 

The Company grants credit to its customers in the ordinary course of its business, including Xiamen Joylon, Xiamen Automotive Parts, Shanghai Jinjie and Jingzhou Yude, which are related parties of the Company. The Company’s customers are mostly located in the PRC.

 

During the three months ended March 31, 2019, the Company’s five largest customers accounted for 44.0% of its consolidated net product sales, with one customer individually accounting for more than 10% of consolidated net sales i.e., 18.1%. As of March 31, 2019, approximately 6.2% of accounts receivable were from trade transactions with the aforementioned customer and there was no individual customer with a receivables balance of more than 10% of total accounts receivable.

 

During the three months ended March 31, 2018, the Company’s five largest customers accounted for 41.9% of its consolidated net product sales, with one customer individually accounting for more than 10% of consolidated net sales i.e., 18.9%. As of March 31, 2018, approximately 4.8% of accounts receivable were from trade transactions with the aforementioned customer and there was no individual customer with a receivables balance of more than 10% of total accounts receivable. 

  

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  21. Related party transactions and balances

 

Related party transactions are as follows (figures are in thousands of USD):

 

Related sales

 

   Three Months Ended March 31, 
   2019   2018 
Merchandise sold to related parties  $12,836   $10,846 
Materials and others sold to related parties   461    446 
Rental income obtained from related parties   80    102 
Total  $13,377   $11,394 

  

Related purchases

 

   Three Months Ended March 31, 
   2019   2018 
Materials purchased from related parties  $5,504   $8,249 
Equipment purchased from related parties   760    1,248 
Others purchased from related parties   11    49 
Total  $6,275   $9,546 

 

Related receivables

 

   March 31, 2019   December 31, 2018 
Accounts and notes receivable from related parties  $21,701   $18,825 

 

Related advances and loan balance

 

   March 31, 2019   December 31, 2018 
Advance payments for property, plant and equipment to related parties  $3,819   $8,723 
Advance payments and others to related parties   1,100    1,281 
Total  $4,919   $10,004 

 

Related payables

 

   March 31, 2019   December 31, 2018 
Accounts and notes payable  $5,668   $4,477 

 

These transactions were consummated under similar terms as those with the Company's third party customers and suppliers.

 

As of May 9, 2019, Hanlin Chen, Chairman, owns 56.4% of the common stock of the Company and has the effective power to control the vote on substantially all significant matters without the approval of other stockholders.

 

  22. Commitments and contingencies

 

Legal proceedings

 

On January 7, 2019, three purported stockholders of the Company filed a stockholder derivative complaint on behalf of the Company against the Company’s directors Hanlin Chen, Qizhou Wu, Arthur Wong, Guangxun Xu and Robert Tung in the Delaware Court of Chancery, alleging that they had (a) breached their fiduciary duties by approving and paying excessive compensation to the non-employee directors of the Company, Arthur Wong, Guangxun Xu and Robert Tung, and (b) failed to make full and accurate disclosure of all material information with respect to director qualification and director compensation paid in 2017 in the Company’s annual proxy statement on Schedule 14A filed on October 10, 2018. The directors have engaged their own counsel to answer this complaint. On April 9, 2019, the Company moved to dismiss the complaint. Management expects the impact of the suit on the Company’s consolidated financial statements to be immaterial.

 

Other than as described above, (a) the Company is not a party to any pending or, to the best of the Company’s knowledge, any threatened legal proceedings and (b) no director, officer or affiliate of the Company, or owner of record of more than five percent of the securities of the Company, or any associate of any such director, officer or security holder is a party adverse to the Company or has a material interest adverse to the Company in reference to pending litigation.

 

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Other commitments and contingencies

 

In addition to the bank loans, notes payables and the related interest, the following table summarizes the Company’s major commitments and contingencies as of March 31, 2019 (figures are in thousands of USD):

 

   Payment obligations by period 
   2019   2020   2021   Thereafter   Total 
Obligations for investment contracts (1)  $10,990   $-   $-   $-   $10,990 
Obligations for purchasing and service agreements   30,558    3,894    -    -    34,452 
Total  $41,548   $3,894   $-   $-   $45,442 

 

(1) 

In May 2016, Hubei Henglong entered into an agreement with other parties to establish a venture capital fund, the “Chongqing Venture Fund”. Hubei Henglong has committed to make investments of RMB 120.0 million, equivalent to approximately $18.0 million, in the Chongqing Venture Fund in three installments, representing 23.5% of the Chongqing Venture Fund’s shares. As of March 31, 2019, Hubei Henglong has completed a capital contribution of RMB 84.0 million, equivalent to approximately $12.5 million, According to the agreement, the remaining capital commitment of RMB 36.0 million, equivalent to approximately $5.3 million, will be paid upon capital calls received from the Chongqing Venture Fund.

 

In March 2018, Hubei Henglong entered into an agreement with other parties to establish a venture capital fund, the “Hubei Venture Fund”. Hubei Henglong has committed to make investments of RMB 76.0 million, equivalent to approximately $11.5 million, in the Hubei Venture Fund in three installments, representing 27.1% of the Hubei Venture Fund’s shares. As of March 31, 2019, Hubei Henglong has completed a capital contribution of RMB 38.0 million, equivalent to approximately $5.6 million. According to the agreement, the remaining capital commitment of RMB 38.0 million, equivalent to approximately $5.6 million, will be paid upon capital calls received from the Hubei Venture Fund.

 

23. Off-balance sheet arrangements

 

As of March 31, 2019 and December 31, 2018, the Company did not have any significant transactions, obligations or relationships that could be considered off-balance sheet arrangements.

 

24. Segment reporting

 

The accounting policies of the product sectors (each entity manufactures and sells different products and represents a different product sector) are the same as those described in the summary of significant accounting policies disclosed in the Company’s 2018 Annual Report on Form 10-K except that the disaggregated financial results for the product sectors have been prepared using a management approach, which is consistent with the basis and manner in which management internally disaggregates financial information for the purposes of assisting them in making internal operating decisions. Generally, the Company evaluates performance based on stand-alone product sector operating income and accounts for inter- segment sales and transfers as if the sales or transfers were to third parties, at current market prices. Each product sector is considered a reporting segment.

 

As of March 31, 2019, the Company had 13 product sectors, six of which were principal profit makers and were reported as separate sectors and engaged in the production and sales of power steering (Henglong, Jiulong, Shenyang, Wuhu, Henglong KYB and Hubei Henglong), and one holding company (Genesis). The other seven sectors were engaged in the production and sale of sensor modular (USAI), automobile steering columns (Jielong), provision of after-sales and R&D services (HLUSA), production and sale of power steering (Chongqing Henglong), trade (Brazil Henglong), manufacture and sales of automobile electronic systems and parts (Wuhan Chuguanjie) and research and development of intelligent automotive technology (Jingzhou Qingyan).

 

20

 

 

As of March 31, 2018, the Company had 12 product sectors, five of which were principal profit makers and were reported as separate sectors and engaged in the production and sales of power steering (Henglong, Jiulong, Shenyang, Wuhu and Hubei Henglong), and one holding company (Genesis). The other seven sectors were engaged in the production and sale of sensor modular (USAI), automobile steering columns (Jielong), provision of after-sales and R&D services (HLUSA), production and sale of power steering (Chongqing Henglong), trade (Brazil Henglong), manufacture and sales of automobile electronic systems and parts (Wuhan Chuguanjie) and research and development of intelligent automotive technology (Jingzhou Qingyan).

 

 The Company’s product sector information for the three months ended March 31, 2019 and 2018, is as follows (figures are in thousands of USD):

 

   Net Product Sales   Net Income (Loss) 
   Three Months Ended   Three Months Ended 
   March 31,   March 31, 
   2019   2018   2019   2018 
Henglong  $40,964   $68,896   $(2,121)  $(312)
Jiulong   22,122    27,445    1,168    455 
Shenyang   4,895    6,348    (299)   (618)
Wuhu   6,998    4,636    (175)   (397)
Hubei Henglong   28,175    33,393    1,372    3,089 
Henglong KYB   19,954    -    (396)   - 
Other Entities   17,296    17,898    1,455    794 
Total Segments   140,404    158,616    1,004    3,011 
Corporate   -    -    (301)   564 
Eliminations   (31,211)   (24,598)   521    457 
Total  $109,193   $134,018   $1,224   $4,032 

 

21

 

 

  ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

 

The following discussion and analysis should be read in conjunction with the Company’s condensed unaudited consolidated financial statements and the related notes thereto and the other financial information contained elsewhere in this Report.

 

General Overview

 

China Automotive Systems, Inc. is a leading power steering systems supplier for the China automobile industry. The Company has business relations with more than sixty vehicle manufacturers, including JAC Motors, Changan Automobile Group, BAIC Group, SAIC Group and Dongfeng Auto Group, the five largest automobile manufacturers in China; Shenyang Brilliance Jinbei Co., Ltd., the largest light vehicle manufacturer in China; Chery Automobile Co., Ltd., the largest state owned car manufacturer in China; BYD Auto Co., Ltd. and Zhejiang Geely Automobile Co., Ltd., the largest privately owned car manufacturers in China. The PRC-based joint ventures of General Motors (GM), Volkswagen, Citroen and Chrysler North America are all key customers. Starting in 2008, the Company has supplied power steering pumps and power steering gear to the Sino-foreign joint ventures established by GM, Citroen and Volkswagen in China. The Company has supplied power steering gears to Chrysler North America since 2009.

 

Most of the Company’s production and research and development institutes are located in China. The Company has approximately 3,000 employees dedicated to design, development, manufacture and sales of its products. By leveraging its extensive experience, innovative technology and geographic strengths, the Company aims to grow leading positions in automotive power steering systems and to further improve overall margins, long-term operating profitability and cash flows. To achieve these goals and to respond to industry factors and trends, the Company is continuing work to improve its operations and business structure and achieve profitable growth.

 

Corporate Structure

 

The Company, through its subsidiaries, engages in the manufacture and sales of automotive systems and components. Great Genesis Holdings Limited, a company incorporated in Hong Kong on January 3, 2003 under the Companies Ordinance of Hong Kong as a limited liability company, “Genesis,” is a wholly-owned subsidiary of the Company and the holding company of the Company’s joint ventures in the PRC. Henglong USA Corporation, “HLUSA,” incorporated on January 8, 2007 in Troy, Michigan, is a wholly-owned subsidiary of the Company, and mainly engages in marketing of automotive parts in North America, and provides after-sales service and research and development support. CAAS Brazil’s Imports And Trade In Automotive Parts Ltd., “Brazil Henglong,” was established by Hubei Henglong Automotive System Group Co., Ltd., formerly known as Jingzhou Hengsheng Automotive System Co., Ltd., “Hubei Henglong,” as a Sino-foreign joint venture company with two Brazilian citizens in Brazil in August 2012. In May 2017, the Company obtained an additional 15.84% equity interest in Brazil Henglong for nil consideration. The Company retained its controlling interest in Brazil Henglong and the acquisition of the non-controlling interest was accounted for as an equity transaction. Fujian Qiaolong was acquired by the Company in the second quarter of 2014, as a joint venture company that mainly manufactures and distributes drainage and rescue vehicles with mass flow, drainage vehicles with vertical downhole operation, crawler-type mobile pump stations, high-altitude water supply and discharge drainage vehicles, long-range control crawler-type mobile pump stations and other vehicles, which was disposed of by the Company in the second quarter of 2016.

 

Critical Accounting Estimates

 

The Company prepares its condensed consolidated financial statements in accordance with accounting principles generally accepted in the United States of America. The preparation of these financial statements requires the use of estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the dates of the financial statements and the reported amount of revenues and expenses during the reporting periods. Management periodically evaluates the estimates and judgments made. Management bases its estimates and judgments on historical experience and on various factors that are believed to be reasonable under the circumstances. Actual results may differ from these estimates as a result of different assumptions or conditions. The following critical accounting policies affect the more significant judgments and estimates used in the preparation of the Company’s condensed consolidated financial statements.

  

22

 

 

The Company considers an accounting estimate to be critical if:

 

  · It requires the Company to make assumptions about matters that were uncertain at the time it was making the estimate, and

 

  · Changes in the estimate or different estimates that the Company could have selected would have had a material impact on the Company’s financial condition or results of operations.

 

The table below presents information about the nature and rationale for the Company’s critical accounting estimates:

 

Balance Sheet
Caption
  Critical
Estimate
Item
  Nature of Estimates
Required
  Assumptions/Approaches
Used
  Key Factors

Accrued liabilities and other long-term liabilities

 

 

Warranty obligations

 

  Estimating warranty requires the Company to forecast the resolution of existing claims and expected future claims on products sold. OEMs (Original Equipment Manufacturers) are increasingly seeking to hold suppliers responsible for product warranties, which may impact the Company’s exposure to these costs.   The Company bases its estimate on historical trends of units sold and payment amounts, combined with its current understanding of the status of existing claims and discussions with its customers.    

·OEM sourcing

·OEM policy decisions regarding warranty claims

 

                 
Property, plant and equipment, intangible assets and other long-term assets  

Valuation of long- lived assets and investments

 

  The Company is required from time to time to review the recoverability of certain of its assets based on projections of anticipated future cash flows, including future profitability assessments of various product lines.   The Company estimates cash flows using internal budgets based on recent sales data, independent automotive production volume estimates and customer commitments.   

·Future production estimates

·Customer preferences and decisions 

                 

Accounts

receivable

 

Allowance for

doubtful

accounts

 

The Company is required from time to time to

review the credit of customers and make timely

provision of allowance for doubtful accounts.

 

The Company estimates the

collectability of the receivables based

on the future cash flows using

historical experiences.

  ·Customer credit 

 

23

 

 

Balance Sheet
Caption
  Critical
Estimate
Item
  Nature of Estimates
Required
  Assumptions/Approaches
Used
  Key Factors

Inventory

 

 

Write-down of inventory

 

  The Company is required from time to time to review the cash ability of inventory based on projections of anticipated future cash flows, including write-down of inventory for prices that are higher than market price and undesirable inventories.   The Company estimates cash flows using internal budgets based on recent sales data, independent automotive production volume estimates and customer commitments.  

·Future production estimates 

·Customer preferences and decisions

  

Deferred income taxes

 

 

Recoverability of deferred tax assets

 

  The Company is required to estimate whether recoverability of its deferred tax assets is more likely than not based on forecasts of taxable earnings in the related tax jurisdiction.   The Company uses historical and projected future operating results, based upon approved business plans, including a review of the eligible carry forward period, tax planning opportunities and other relevant considerations.    

·Tax law changes

·Variances in future projected profitability, including by taxing entity

 

  

 

24

 

 

Recent Accounting Pronouncements

 

Please see Note 2 to the consolidated financial statements under Item 1 of Part I of this report.

 

Results of Operations - Three Months Ended March 31, 2019 and 2018

 

Selected highlights from our results of operations are as follows (in thousands of U.S. dollars):

 

   Three Months Ended March 31, 
   2019   2018   Change   Change% 
                 
Net product sales  $109,193   $134,018   $(24,825)   -18.5%
Cost of products sold   95,148    112,379    (17,231)   -15.3 
Net gain on other sales   1,269    1,513    (244)   -16.1 
Selling expenses   3,085    5,827    (2,742)   -47.1 
General and administrative expenses   4,590    4,424    166    3.8 
Research and development expenses   6,602    8,307    (1,705)   -20.5 
Operating income   1,037    4,594    (3,557)   -77.4 
Other income, net   1,407    621    786    126.6 
Interest expense   (568)   (415)   (153)   36.9 
Financial expense, net   (665)   (765)   100    -13.1 
Income before income tax expenses and equity in earnings of affiliated companies   1,211    4,035    (2,824)   -70.0 
Income taxes   198    588    (390)   -66.3 
Net income   1,224    4,032    (2,808)   -69.6 
Net loss attributable to non-controlling interest   (243)   (280)   37    -13.2 
Net income attributable to parent company’s common shareholders   1,467    4,312    (2,845)   -66.0%

 

Net Product Sales and Cost of Products Sold

 

   Net Product Sales   Cost of Products Sold 
   (in thousands of USD,
except percentages)
   (in thousands of USD,
except percentages)
 
   2019   2018   Change   2019   2018   Change 
Henglong  $40,964   $68,896   $(27,932)   -40.5%  $40,742   $62,047   $(21,305)   -34.3%
Jiulong   22,122    27,445    (5,323)   -19.4    18,837    24,535    (5,698)   -23.2 
Shenyang   4,895    6,348    (1,453)   -22.9    4,546    6,306    (1,760)   -27.9 
Wuhu   6,998    4,636    2,362    50.9    6,745    4,351    2,394    55.0 
Hubei Henglong   28,175    33,393    (5,218)   -15.6    21,920    25,025    (3,105)   -12.4 
Henglong KYB   19,954    -    19,954    -    19,130    -    19,130    - 
Other Entities   17,296    17,898    (602)   -3.4    14,624    14,985    (361)   -2.4 
Total Segments   140,404    158,616    (18,212)   -11.5    126,544    137,249    (10,705)   -7.8 
Elimination   (31,211)   (24,598)   (6,613)   26.9    (31,396)   (24,870)   (6,526)   26.2 
Total  $109,193   $134,018   $(24,825)   -18.5%  $95,148   $112,379   $(17,231)   -15.3%

 

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Net Product Sales

 

Net product sales were $109.2 million for the three months ended March 31, 2019, compared to $134.0 million for the same period in 2018, representing a decrease of $24.8 million, or 18.5%.

 

Net sales of traditional steering products and parts were $87.0 million for the three months ended March 31, 2019, compared to $109.0 million for the same period in 2018, representing a decrease of $22.0 million, or 20.2%. Net sales of electric power steering (“EPS”) were $22.2 million for the three months ended March 31, 2019 and $25.0 million for the same period in 2018, representing a decrease of $2.8 million, or 11.2%. As a percentage of net sales, sales of EPS were 20.3% for the three months ended March 31, 2019, compared to 18.7% for the same period in 2018.

 

The decrease in net product sales was due to the effects of three major factors: i) the decrease in sales volume led to a sales decrease of $8.6 million due to the soft demand in the China domestic brand automobile market; ii) the decrease in average selling price of steering gears led to a sales decrease of $7.5 million; and iii) the depreciation of the RMB against the U.S. dollar in this quarter compared to the same quarter last year, resulting in a sales decrease of $8.7 million.

 

Further analysis by segment (before elimination) is as follows:

 

Henglong mainly engages in providing passenger vehicle steering systems. Net product sales for Henglong were $41.0 million for the three months ended March 31, 2019, compared with $68.9 million for the three months ended March 31, 2018, representing a decrease of $27.9 million, or 40.5%, which was mainly due to soft demand in the China domestic brand automobile market and the transfer by Henglong of its EPS business to Henglong KYB in the first quarter of 2019, which contributed a decrease of $8.1 million in net sales. A decrease in sales volume led to a sales decrease of $15.3 million, a decrease in selling price led to a sales decrease of $8.7 million, and the effect of foreign currency translation of the RMB against the U.S. dollar led to a sales decrease of $3.9 million.

   

Jiulong mainly engages in providing commercial vehicle steering systems. Net product sales for Jiulong were $22.1 million for the three months ended March 31, 2019, compared with $27.4 million for the three months ended March 31, 2018, representing a decrease of $5.3 million, or 19.3%. A decrease in sales volume led to a sales decrease of $2.2 million, a decrease in selling price led to a sales decrease of $1.6 million, and the effect of foreign currency translation of the RMB against the U.S. dollar led to a sales decrease of $1.5 million.

 

26

 

 

Shenyang mainly engages in providing vehicle steering systems to Shenyang Brilliance Jinbei Automobile Co., Ltd., “Jinbei”, one of the major automotive manufacturers in China. Net product sales for Shenyang were $4.9 million for the three months ended March 31, 2019, compared to $6.3 million for the same period in 2018, representing a decrease of $1.4 million, or 22.2%. An increase in sales volumes led to a sales increase of $2.8 million, a decrease in selling price led to a sales decrease of $3.9 million, and the effect of foreign currency translation of the RMB against the U.S. dollar led to a sales decrease of $0.3 million.

 

Wuhu mainly engages in providing vehicle steering systems to Chery Automobile Co., Ltd., “Chery”, one of the major automotive manufacturers in China. Net product sales for Wuhu were $7.0 million for the three months ended March 31, 2019, compared to $4.6 million for the same period in 2018, representing an increase of $2.4 million, or 52.2%. An increase in sales volumes led to a sales increase of $1.6 million, an increase in selling prices led to a sales increase of $1.0 million and the effect of foreign currency translation of the RMB against the U.S. dollar led to a sales decrease of $0.2 million.

 

Hubei Henglong mainly engages in providing vehicle steering systems to Chrysler and Ford. Net product sales for Hubei Henglong were $28.2 million for the three months ended March 31, 2019, compared to $33.4 million for the same period in 2018, representing a decrease of $5.2 million, or 15.6%. A decrease in sales volume led to a sales decrease of $7.5 million, an increase in selling price led to a sales increase of $4.2 million, and the effect of foreign currency translation of the RMB against the U.S. dollar led to a sales decrease of $1.9 million.

 

Henglong KYB mainly engages in providing passenger EPS products. Net product sales for Henglong KYB were $20.0 million for the three months ended March 31, 2019. The Company restructured its business and transferred its EPS business from Henglong to Henglong KYB in the fourth quarter of 2018. The Company’s EPS business will be primarily operated by Henglong KYB in the future.

 

Net product sales for Other Entities were $17.3 million for the three months ended March 31, 2019, compared to $17.9 million for the same period in 2018, representing a decrease of $0.6 million, or 3.4%.

 

Cost of Products Sold

 

For the three months ended March 31, 2019, the cost of products sold was $95.1 million, compared to $112.4 million for the same period of 2018, representing a decrease of $17.3 million, or 15.4%. The decrease in cost of sales was mainly due to the effect of the following major factors: i) the decrease in sales volumes with a cost of sales decrease of $5.3 million; ii) the decrease in unit cost with a cost of sales decrease of $4.4 million; and iii) the depreciation of the RMB against the U.S. dollar with a cost of sales decrease of $7.6 million. Further analysis is as follows:

 

Cost of products sold for Henglong was $40.7 million for the three months ended March 31, 2019, compared to $62.0 million for the same period of 2018, representing a decrease of $21.3 million, or 34.4%. The decrease in cost of sales was mainly due to a decrease in sales volumes resulting in a cost of sales decrease of $13.9 million, a decrease in unit cost resulting in a cost of sales decrease of $3.9 million, and the effect of foreign currency translation of the RMB against the U.S. dollar resulting in a cost of sales decrease of $3.5 million.

 

 • Cost of products sold for Jiulong was $18.8 million for the three months ended March 31, 2019, compared to $24.5 million for the same period of 2018, representing a decrease of $5.7 million, or 23.3%. The decrease in cost of sales was mainly due to a decrease in sales volumes resulting in a cost of sales decrease of $1.7 million, a decrease in unit cost resulting in a cost of sales decrease of $2.6 million, and the effect of foreign currency translation of the RMB against the U.S. dollar resulting in a cost of sales decrease of $1.4 million.

 

Cost of products sold for Shenyang was $4.5 million for the three months ended March 31, 2019, compared to $6.3 million for the same period of 2018, representing a decrease of $1.8 million, or 28.6%. The decrease in cost of sales was mainly due to an increase in sales volumes resulting in a cost of sales increase of $2.6 million, a decrease in unit cost resulting in a cost of sales decrease of $4.0 million, and the effect of foreign currency translation of the RMB against the U.S. dollar resulting in a cost of sales decrease of $0.4 million.

 

27

 

 

Cost of products sold for Wuhu was $6.7 million for the three months ended March 31, 2019, compared to $4.4 million for the same period of 2018, representing an increase of $2.3 million, or 52.3%. The increase in cost of sales was mainly due to an increase in sales volumes resulting in a cost of sales increase of $1.5 million, an increase in unit cost resulting in a cost of sales increase of $1.0 million, and the effect of foreign currency translation of the RMB against the U.S. dollar resulting in a cost of sales decrease of $0.2 million.

 

Cost of products sold for Hubei Henglong was $21.9 million for the three months ended March 31, 2019, compared to $25.0 million for the same period of 2018, representing a decrease of $3.1 million, or 12.4%. The decrease in cost of sales was mainly due to a decrease in sales volumes resulting in a cost of sales decrease of $5.7 million, an increase in unit cost resulting in a cost of sales increase of $4.0 million, and the effect of foreign currency translation of the RMB against the U.S. dollar resulting in a cost of sales decrease of $1.4 million.

 

Cost of products sold for Henglong KYB was $19.1 million for the three months ended March 31, 2019. The Company transferred its EPS business from Henglong to Henglong KYB in the fourth quarter of 2018.

 

Cost of products sold for Other Entities was $14.6 million for the three months ended March 31, 2019, compared to $15.0 million for the same period in 2018, representing a decrease of $0.4 million, or 2.7%.

 

Gross margin was 12.9% for the three months ended March 31, 2019, compared to 16.1% for the same period of 2018, representing a decrease of 3.2%, mainly due to the decrease in selling price and the changes in the product mix for the three months ended March 31, 2019.

  

Selling Expenses

 

Selling expenses were $3.1 million for the three months ended March 31, 2019, as compared to $5.8 million for the same period of 2018, representing a decrease of $2.7 million, or 46.6%, which was mainly due to decreased logistics fees as a result of decreased sales transactions and lower priced logistics suppliers.

 

General and Administrative Expenses

 

General and administrative expenses were $4.6 million for the three months ended March 31, 2019, as compared to $4.4 million for the same period of 2018, representing an increase of $0.2 million, or 4.5%, which was mainly due to the increased payroll expenses.

 

Research and Development Expenses

 

Research and development expenses were $6.6 million for the three months ended March 31, 2019, as compared to $8.3 million for the three months ended March 31, 2018, representing a decrease of $1.7 million, or 20.5%, which was mainly due to cost control on research and development expenditures.

 

Other Income, Net

 

Other income, net was $1.4 million for the three months ended March 31, 2019, compared to other income, net of $0.6 million for the three months ended March 31, 2018, representing an increase of $0.8 million, primarily due to an increase in the unspecific purpose subsidies being recognized in the first quarter of 2019.

 

Interest Expense

 

Interest expense was $0.6 million for the three months ended March 31, 2019, compared to interest expense of $0.4 million for the three months ended March 31, 2018, representing an increase of $0.2 million, primarily due to the new bank loans borrowed in 2019 and higher interest rates.

 

Income Taxes

 

Income tax expense was $0.2 million for the three months ended March 31, 2019, consistent with $0.6 million of income tax expense for the three months ended March 31, 2018. The income before income tax decreased to $1.2 million for the three months ended March 31, 2019 from $4.0 million for the same period in 2018 and the effective tax rate increased to 16.4% from 14.6% for the same period in 2018.

 

28

 

 

Net Loss Attributable to Non-controlling Interests

 

Net loss attributable to non-controlling interests amounted to $0.2 million for the three months ended March 31, 2019, compared to $0.3 million for the three months ended March 31, 2018.

 

Net Income Attributable to Parent Company’s Common Shareholders

 

Net income attributable to parent company’s common shareholders was $1.5 million for the three months ended March 31, 2019, compared to $4.3 million for the three months ended March 31, 2018, representing a decrease of $2.8 million, which was mainly due to a decrease in net income of $2.8 million.

  

Liquidity and Capital Resources

 

Capital Resources and Use of Cash

 

The Company has historically financed its liquidity requirements from a variety of sources, including short-term borrowings under bank credit agreements, bankers’ acceptances, issuances of capital stock and notes and internally generated cash. As of March 31, 2019, the Company had cash and cash equivalents and short-term investments of $84.1 million, compared to $103.9 million as of December 31, 2018, representing a decrease of $19.8 million, or 19.1%.

  

The Company had working capital (total current assets less total current liabilities) of $151.0 million as of March 31, 2019, compared to $154.1 million as of December 31, 2018, representing a decrease of $3.1 million, or 2.0%.

 

Except for the expected distribution of dividends from the Company’s PRC subsidiaries to the Company in order to fund the payment of the one-time transition tax due to the U.S. Tax Reform, the Company intends to indefinitely reinvest the funds in subsidiaries established in the PRC.

 

The Company believes that, in view of its current cash position, the cash expected to be generated from the operations and funds available from bank borrowings as detailed in subsequent paragraphs will be sufficient to meet its working capital and capital expenditure requirements, including the repayment of bank loans, for at least twelve months commencing from the date of this report. 

 

Capital Source

 

The Company’s capital source is multifaceted, such as bank loans and banker’s acceptance facilities. In financing activities and operating activities, the Company’s banks require the Company to sign line of credit agreements and repay all existing borrowings under such facilities within one year. On the condition that the Company can provide adequate mortgage security and has not violated the terms of the line of credit agreement, such one year facilities can be extended for another year.

 

The Company had short-term loans of $65.9 million (See Note 7) and bankers’ acceptances of $72.3 million (See Note 8) as of March 31, 2019.

  

The Company currently expects to be able to obtain similar bank loans, i.e., RMB loans, and bankers’ acceptance facilities in the future if it can provide adequate mortgage security following the termination of the above-mentioned agreements, see the table under “Bank Arrangements” below for more information. If the Company is not able to do so, it will have to refinance such debt as it becomes due or repay that debt to the extent it has cash available from operations or from the proceeds of additional issuances of capital stock. Owing to depreciation, the value of the mortgages securing the above-mentioned bank loans and banker's acceptances will be reduced by approximately $12.0 million over the next 12 months. If the Company wishes to obtain the same amount of bank loans and banker's acceptances, it will have to provide additional mortgages of $12.0 million as of the maturity date of such line of credit agreements, see the table under “Bank Arrangements” below for more information. The Company can still obtain a reduced line of credit with a reduction of $8.4 million, which is 70.0%, the mortgage rate, of $12.0 million, if it cannot provide additional mortgages. The Company expects that the reduction in bank loans will not have a material adverse effect on its liquidity.

 

29

 

 

Bank Arrangements

 

As of March 31, 2019, the principal outstanding under the Company’s credit facilities and lines of credit was as follows (figures are in thousands of USD):  

 

    Bank   Due
Date
  Amount
Available(4)
    Amount
Used(2)
  Assessed
Mortgage
Value(3)
 
1.  Comprehensive credit facilities   Hubei Bank   Nov-2019   $ 26,732     $ 18,808   $ 56,043  
                                 
2.  Comprehensive credit facilities   Shanghai Pudong Development Bank (1)   Jan-2019     16,968       16,968     17,374  
                               
3.  Comprehensive credit facilities   China CITIC Bank   Jul-2019     3,416       2,672     5,492  
    China CITIC Bank(1)   Oct-2019     75,741       39,452     14,750  
                               
4.  Comprehensive credit facilities   China Everbright Bank   Dec-2019     4,455       3,843     7,604  
                                
5.  Comprehensive credit facilities   Bank of Chongqing   Sep-2021     743       554     2,320  
                               
6.  Comprehensive credit facilities   Bank of China (1)   Sep-2019     19,455       9,749     -  
                               
7.  Comprehensive credit facilities   Hankou Bank(1)   Nov-2019     14,850       1,297     -  
                               
8.  Comprehensive credit facilities   China Merchants Bank (1)   Mar-2020     22,277       7,802     -  
                               
9.  Comprehensive credit facilities   Agriculture Bank of China   Mar-2020     1,040       149     4,126  
                               
Total           $ 185,677     $ 101,294   $ 107,709  

 

(1) The comprehensive credit facility with Shanghai Pudong Development Bank is required to be guaranteed by Jielong and Hubei Henglong in addition to the above pledged assets. It expired in January 2019, and the Company is currently in the process of negotiating with the bank for the renewal of this credit facility. The comprehensive credit facility with China CITIC Bank is required to be guaranteed by Henglong and Hubei Henglong, in addition to the above pledged assets. The comprehensive credit facility with Bank of China is required to be guaranteed by Hubei Henglong. The comprehensive credit facility with Hankou Bank is required to be guaranteed by Henglong. The comprehensive credit facility with China Merchants Bank is required to be guaranteed by Hubei Henglong.
   
(2) “Amount used” represents the credit facilities used by the Company for the purpose of bank loans or notes payable during the facility contract period. The loans or notes payable under the credit facilities will remain outstanding regardless of the expiration of the relevant credit facilities until the separate loans or notes payable expire. The amount used includes bank loans of $58.5 million and notes payable of $42.8 million as of March 31, 2019. The remainder of $7.7 million of government loan and $29.5 million of notes payable was secured by bank notes or time deposits without utilization of credit lines.
   
(3) In order to obtain lines of credit, the Company needs to pledge certain assets to banks. As of March 31, 2019, the pledged assets included equipment with assessed value of $56.0 million, and land use rights and buildings with assessed value of $51.7 million.
   
(4) “Amount available” is used for the drawdown of bank loans and issuance of bank notes. For the drawdown of bank loans, this amount represents the amount that the Company can borrow immediately; for issuance of bank notes, the Company needs to pledge additional collateral in order to utilize these bank facilities.
   
(5) The pledged cash deposits were not included in the assessed mortgage value.

 

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The Company may request the banks to issue notes payable or bank loans within its credit line using a 365-day revolving line.

 

The Company’s loan terms range from 7 months to 36 months. Pursuant to the comprehensive credit line arrangement, the Company pledged and guaranteed:

 

1. Equipment with an assessed value of approximately $56.0 million as security for its revolving comprehensive credit facility with Hubei Bank.

 

2. Land use rights and buildings with an assessed value of approximately $17.4 million as security for its revolving comprehensive credit facility with Shanghai Pudong Development Bank.

 

3. Land use rights and buildings with an assessed value of approximately $14.8 million as security for its comprehensive credit facility with China CITIC Bank Wuhan branch.

 

4. Land use rights and buildings with an assessed value of approximately $5.5 million as security for its comprehensive credit facility with China CITIC Bank Shenyang branch.

 

5. Land use rights and buildings with an assessed value of approximately $7.6 million as security for its comprehensive credit facility with China Everbright Bank.

 

6. Land use rights and buildings with an assessed value of approximately $2.3 million as security for its comprehensive credit facility with Bank of Chongqing.

 

7. Land use rights and buildings with an assessed value of approximately $4.1 million as security for its comprehensive credit facility with Agricultural Bank of China.

 

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Short-term and Long-term Loans

  

The following table summarizes the contract information of short-term and long-term borrowings between the banks, government and the Company as of March 31, 2019 (figures are in thousands of USD). 

 

Bank
Government
  Purpose  Borrowing 
Date
  Borrowing 
Term 
(Months)
   Annual 
Interest 
Rate
   Date of 
Interest 
Payment
  Due Date  Amount 
Payable on 
Due Date
 
Wuhu Municipal Science and
Technology Bureau
  Working Capital  Nov 13, 2017   36    4.75%  Pay quarterly  Nov 12, 2020   297 
                            
China CITIC Bank  Working Capital  Aug 10, 2018   12    3.93%  Pay in arrear  Aug 9, 2019   1,713 
                            
China CITIC Bank  Working Capital  Aug 10, 2018   12    3.84%  Pay in arrear  Aug 9, 2019   4,002 
                            
China CITIC Bank  Working Capital  Aug 21, 2018   12    3.63%  Pay in arrear  Aug 20, 2019   3,438 
                            
China CITIC Bank  Working Capital  Aug 21, 2018   12    3.98%  Pay in arrear  Aug 20, 2019   7,138 
                            
China CITIC Bank  Working Capital  Aug 22, 2018   12    3.98%  Pay in arrear  Aug 20, 2019   3,855 
                            
China CITIC Bank  Working Capital  Aug 23, 2018   12    3.79%  Pay in arrear  Aug 22, 2019   2,861 
                            
China CITIC Bank  Working Capital  Sep 6, 2018   12    4.01%  Pay in arrear  Sep 5, 2019   1,128 
                            
China CITIC Bank  Working Capital  Sep 7, 2018   12    3.95%  Pay in arrear  Sep 6, 2019   857 
                            
Shanghai Pudong Development Bank  Working Capital  Sep 21, 2018   10    5.23%  Pay monthly  Jul 20, 2019   4,455 
                            
Shanghai Pudong Development Bank  Working Capital  Sep 21, 2018   10    5.23%  Pay monthly  Jul 20, 2019   1,931 
                            
Financial Bureau of Jingzhou
Development Zone
  Working Capital  Sep 27, 2018   9    3.48%  Pay in arrear  Jun 28, 2019   7,426 
                            
Hubei Bank  Working Capital  Oct 19, 2018   12    5.22%  Pay monthly  Oct 19, 2019   2,970 
                            
Bank of Chongqing  Working Capital  Oct 29, 2018   12    5.66%  Pay monthly  Oct 28, 2019   206 
                            
Bank of China  Working Capital  Nov 23, 2018   12    4.57%  Pay monthly  Nov 22, 2019   2,970 
                            
China CITIC Bank  Working Capital  Nov 28, 2018   7    5.22%  Pay monthly  Jul 8, 2019   2,228 
                            
Bank of China  Working Capital  Dec 19, 2018   12    4.57%  Pay monthly  Dec 18, 2019   2,970 
                            
Bank of Chongqing  Working Capital  Dec 28, 2018   12    5.66%  Pay monthly  Dec 24, 2019   97 
                            
Bank of Chongqing  Working Capital  Jan 30, 2019   12    5.66%  Pay monthly  Jan 29, 2020   81 
                            
Bank of Chongqing  Working Capital  Mar 5, 2019   12    5.66%  Pay monthly  Mar 3, 2020   170 
                            
China CITIC Bank  Working Capital  Mar 15, 2019   12    3.52%  Pay in arrear  Mar 9, 2020   1,076 
                            
China CITIC Bank  Working Capital  Mar 15, 2019   12    3.52%  Pay in arrear  Mar 11, 2020   2,094 
                            
China CITIC Bank  Working Capital  Mar 15, 2019   12    3.62%  Pay in arrear  Mar 13, 2020   4,154 
                            
China Merchants Bank  Working Capital  Mar 18, 2019   12    5.00%  Pay monthly  Mar 18, 2020   6,757 
                            
China CITIC Bank  Working Capital  Mar 26, 2019   12    3.52%  Pay in arrear  Mar 24, 2020   1,162 
                            
Agriculture Bank of China  Working Capital  Mar 27, 2019   12    4.35%  Pay monthly  Mar 26, 2020   149 
Total                        $66,185 

 

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The Company must use the loans for the purpose described in the table. For the bank loans of $4.5 million and $1.9 million, respectively, with Shanghai Pudong Development Bank, the bank loan of $6.8 million with China Merchants Bank, the bank loan of $0.1 million with Agriculture Bank of China, the bank loan of $3.0 million with Hubei Bank, the bank loan of $2.2 million with China CITIC Bank, and the government loan of $0.3 million with Wuhu Municipal Science and Technology Bureau, if the Company fails to do so, it will be charged a penalty interest at 100% of the specified loan rate listed in the table above or early repayment will be triggered. The Company has to pay interest at the interest rate described in the table on the 20th of each month or quarter, as applicable. If the Company fails to do so, it will be charged compound interest at the specified rate in the above table. The Company has to repay the principal outstanding on the specified date in the table. If it fails to do so, it will be charged a penalty interest at 30% of the specified loan rate for bank loans with Bank of China, and penalty interest at 50% of the specified loan rate for bank loans with other banks.

 

The Company complied with such financial covenants as of March 31, 2019, and believes it will continue to comply with them.

 

Notes Payable

 

The following table summarizes the contract information of issuing notes payable between the banks and the Company as of March 31, 2019 (figures are in thousands of USD):

 

Purpose  Term (Months)  Due Date  Amount
Payable on
Due Date
 
Working Capital (1)  6  Apr. 2019  $14,783 
Working Capital  6  May 2019   11,945 
Working Capital  6  Jun. 2019   14,662 
Working Capital  6  Jul. 2019   11,859 
Working Capital  6  Aug. 2019   10,856 
Working Capital  6  Sep. 2019   8,152 
Total (See Note 8)        $72,257 

 

  (1) The notes payable were repaid in full on their respective due dates.

 

 The Company must use notes payable for the purpose described in the table. If it fails to do so, the banks will no longer issue the notes payable, and it may have an adverse effect on the Company’s liquidity and capital resources. The Company has to deposit sufficient cash in the designated account of the bank on the due date of notes payable for payment to the suppliers. If the bank has advanced payment for the Company, it will be charged a penalty interest at 50% of the loan rate that is published by the People’s Bank of China for the same period. The Company complied with such financial covenants as of March 31, 2019, and believes it will continue to comply with them.

 

33

 

 

Cash Flows

 

  (a) Operating Activities

 

Net cash used in operating activities for the three months ended March 31, 2019 was $18.2 million, compared with net cash used in operating activities of $7.5 million for the same period of 2018, representing an increase in net cash outflow of $10.7 million, which was mainly due to the net effect of (1) the decrease in net income excluding non-cash items by $4.0 million and (2) the increase in cash outflows from movements of operating assets and liabilities by $6.7 million.

 

  (b) Investing Activities

 

Net cash used in investing activities during the three months ended March 31, 2019 was $10.0 million, as compared to net cash provided by investing activities of $30.6 million for the same period of 2018, representing an increase of cash outflows by $40.7 million, which was mainly due to (1) a decrease in cash inflows due to the repayment of the loan to a related party by $20.4 million and (2) an increase in cash payment to purchase short-term investments by $14.1 million.

   

  (c) Financing Activities

 

Net cash provided by financing activities for the three months ended March 31, 2019 was $2.0 million, compared to net cash used of $11.4 million for the same period of 2018, representing an increase in cash inflows by $13.4 million, which was mainly due to the effect of decreased proceeds from bank loans by $4.4 million, an increase in repayment of the borrowing for sale and leaseback by $1.1 million and the decrease in repayments of bank loan by $19.2 million.

 

Off-Balance Sheet Arrangements

 

As of March 31, 2019 and December 31, 2018, the Company did not have any significant transactions, obligations or relationships that could be considered off-balance sheet arrangements.

 

  ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

 

There were no material changes to the disclosure made in the Company’s Annual Report on Form 10-K for the year ended December 31, 2018 regarding this matter.

   

  ITEM 4. CONTROLS AND PROCEDURES.

 

  A. Disclosure Controls and Procedures

 

The Company’s management, under the supervision and with the participation of its chief executive officer and chief financial officer, Messrs. Wu Qizhou and Li Jie, respectively, evaluated the effectiveness of the Company’s disclosure controls and procedures as of March 31, 2019, the end of the period covered by this Report. The term “disclosure controls and procedures,” as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended, or the Exchange Act, means controls and other procedures of a company that are designed to ensure that information required to be disclosed by a company in the reports, such as this Form 10-Q, that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the company’s management, including its principal executive and principal financial officers, as appropriate to allow timely decisions regarding required disclosure. Based on that evaluation, Messrs. Wu and Li concluded that the Company’s disclosure controls and procedures were effective as of March 31, 2019.

 

The Company’s disclosure controls and procedures are designed to provide reasonable, not absolute, assurance that the objectives of its disclosure control system are met. Because of inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues, if any, within a company have been detected.

  

  B. Changes in Internal Control Over Financial Reporting

 

There have been no changes in the Company’s internal control over financial reporting during the three months ended March 31, 2019 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

 

34

 

 

PART II. — OTHER INFORMATION

 

  ITEM 1. LEGAL PROCEEDINGS.

 

On January 7, 2019, three purported stockholders of the Company filed a stockholder derivative complaint on behalf of the Company against the Company’s directors Hanlin Chen, Qizhou Wu, Arthur Wong, Guangxun Xu and Robert Tung in the Delaware Court of Chancery, alleging that they had (a) breached their fiduciary duties by approving and paying excessive compensation to the non-employee directors of the Company, Arthur Wong, Guangxun Xu and Robert Tung, and (b) failed to make full and accurate disclosure of all material information with respect to director qualification and director compensation paid in 2017 in the Company’s annual proxy statement on Schedule 14A filed on October 10, 2018. The directors have engaged their own counsel to answer this complaint. On April 9, 2019, the Company moved to dismiss the complaint.

 

Other than as described above, (a) the Company is not a party to any pending or, to the best of the Company’s knowledge, any threatened legal proceedings and (b) no director, officer or affiliate of the Company, or owner of record of more than five percent of the securities of the Company, or any associate of any such director, officer or security holder is a party adverse to the Company or has a material interest adverse to the Company in reference to pending litigation.

 

  ITEM 1A. RISK FACTORS.

 

There have been no material changes from the risk factors previously disclosed in Item 1A of the Company’s 2018 Annual Report on Form 10-K.

  

  ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.

 

None.

 

  ITEM 3. DEFAULTS UPON SENIOR SECURITIES.

 

None.

 

  ITEM 4. MINE SAFETY DISCLOSURES.

 

Not applicable.

  

  ITEM 5. OTHER INFORMATION.

 

None.

 

35

 

 

  ITEM 6. EXHIBITS.

 

INDEX TO EXHIBITS

 

Exhibit
Number
  Description
     
3.1(i)   Certificate of Incorporation (incorporated by reference from the filing on Form 10SB12G File No. 000-33123).
     
3.1(ii)   Bylaws (incorporated by reference from the Form 10SB12G File No. 000-33123).
     
10.1   Joint-venture Agreement, dated March 31, 2006, as amended on May 2, 2006, between Great Genesis Holdings Limited and Wuhu Chery Technology Co., Ltd. (incorporated by reference to Exhibit 10.8 to the Company’s Form 10-Q Quarterly Report on May 10, 2006).
     
10.2   Stock Exchange Agreement dated August 11, 2014 by and among Jingzhou City Jiulong Machinery Electricity Manufacturing Co., Ltd., China Automotive Systems, Inc. and Hubei Henglong Automotive System Group Co., Ltd. (incorporated by reference to Exhibit 10.2 to the Company’s Form 10-Q Quarterly Report on August 13, 2014).
     
10.3   English translation of Joint Venture Contract, dated as of April 27, 2018, by and between Hubei Henglong Automotive System Group Co., Ltd. and KYB (China) Investment Co., Ltd. (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on April 27, 2018).
     
31.1   Rule 13a-14(a) Certification*
     
31.2   Rule 13a-14(a) Certification*
     
32.1   Section 1350 Certification*
     
32.2   Section 1350 Certification*
     
101*   The following materials from the China Automotive Systems, Inc. Quarterly Report on Form 10-Q for the quarter ended March 31, 2019, were filed on May 9, 2019 formatted in Extensible Business Reporting Language (XBRL):
     
  (i) Condensed Unaudited Consolidated Statements of Operations and Comprehensive Income,
     
  (ii) Condensed Unaudited Consolidated Balance Sheets,
     
  (iii) Condensed Unaudited Consolidated Statements of Cash Flows, and
     
  (iv) related notes
     
  * filed herewith

  

36

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

  CHINA AUTOMOTIVE SYSTEMS, INC.
  (Registrant)
     
Date: May 9, 2019 By: /s/ Qizhou Wu
    Qizhou Wu
    President and Chief Executive Officer
     
Date: May 9, 2019 By: /s/ Jie Li
    Jie Li
    Chief Financial Officer

 

 

37