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 September 30, 2013
 
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
organization)
 
(I.R.S. employer identification number)
 
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- 832- 9196
 
 
 
 
 
Issuer’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 Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
 
Yes             x             No   ¨
 
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
 
Yes             x             No   ¨
 
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
 
Large accelerated filer
¨
Accelerated filer
¨
 
 
 
 
Non-accelerated filer (Do not check if a smaller
reporting company)
¨
Smaller reporting company
x
 
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
 
Yes             ¨             No   x
 
As of November 13, 2013, the Company had 28,043,019 shares of common stock issued and outstanding.
 
 
 
CHINA AUTOMOTIVE SYSTEMS, INC.
 
INDEX
 
 
 
Page
Part I — Financial Information
 
 
 
Item 1.
Financial Statements.
4
 
Condensed Unaudited Consolidated Statements of Operations and Comprehensive Income for the Three Months and Nine Months Ended September 30, 2013 and 2012
4
 
Condensed Unaudited Consolidated Balance Sheets as of September 30, 2013 and December 31, 2012
6
 
Condensed Unaudited Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2013 and 2012
7
 
Notes to Condensed Unaudited Consolidated Financial Statements
9
Item 2.
Management’s Discussion and Analysis of Financial Condition and Results of Operations.
30
Item 3.
Quantitative and Qualitative Disclosures About Market Risk.
44
Item 4.
Controls and Procedures.
44
 
 
 
Part II — Other Information
 
 
 
Item 1.
Legal Proceedings.
44
Item 1A.
Risk Factors.
45
Item 2.
Unregistered Sales of Equity Securities and Use of Proceeds.
45
Item 3.
Defaults Upon Senior Securities.
46
Item 4.
Mine Safety Disclosures.
46
Item 5.
Other Information.
46
Item 6.
Exhibits.
46
 
 
 
Signatures
47
 
 
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 confirm 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, 2012, as filed with the Securities and Exchange Commission, and Item 1A “Risk Factors” of Part II in this report.
 
 
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 September 30,
 
 
 
2013
 
2012
 
Net product sales
 
 
 
 
 
 
 
Unrelated parties
 
$
81,753
 
$
70,245
 
Related parties (Note 29)
 
 
9,166
 
 
2,939
 
 
 
 
90,919
 
 
73,184
 
Cost of product sold
 
 
 
 
 
 
 
Unrelated parties
 
 
63,894
 
 
56,231
 
Related parties (Note 29)
 
 
10,500
 
 
4,452
 
 
 
 
74,394
 
 
60,683
 
Gross profit
 
 
16,525
 
 
12,501
 
Gain on other sales
 
 
5,030
 
 
704
 
Less: Operating expenses
 
 
 
 
 
 
 
Selling expenses
 
 
2,647
 
 
2,437
 
General and administrative expenses
 
 
2,821
 
 
2,487
 
Research and development expenses
 
 
5,117
 
 
2,818
 
Total operating expenses
 
 
10,585
 
 
7,742
 
Income from operations
 
 
10,970
 
 
5,463
 
Other income, net
 
 
499
 
 
238
 
Financial income (expenses), net
 
 
689
 
 
(437)
 
Income before income tax expenses and equity in earnings of affiliated companies
 
 
12,158
 
 
5,264
 
Less: Income taxes
 
 
1,854
 
 
891
 
Equity in earnings of affiliated companies
 
 
125
 
 
27
 
Net income
 
 
10,429
 
 
4,400
 
Net income attributable to non-controlling interests
 
 
1,805
 
 
996
 
Net income attributable to parent company’s common shareholders
 
$
8,624
 
$
3,404
 
Comprehensive income:
 
 
 
 
 
 
 
Net income
 
$
10,429
 
$
4,400
 
Other comprehensive income (loss):
 
 
 
 
 
 
 
Foreign currency translation gain (loss), net of tax
 
 
1,218
 
 
(556)
 
Comprehensive income
 
 
11,647
 
 
3,844
 
Comprehensive income attributable to non-controlling interests
 
 
2,010
 
 
904
 
Comprehensive income attributable to parent company
 
$
9,637
 
$
2,940
 
 
 
 
 
 
 
 
 
Net income attributable to parent company’s common shareholders per share
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Basic –
 
$
0.31
 
$
0.12
 
 
 
 
 
 
 
 
 
Diluted-
 
$
0.31
 
$
0.12
 
Weighted average number of common shares outstanding
 
 
 
 
 
 
 
Basic
 
 
28,043,019
 
 
28,260,302
 
Diluted
 
 
28,062,297
 
 
28,260,880
 
 
The accompanying notes are an integral part of these condensed unaudited consolidated financial statements.
 
 
4

 
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)
 
 
 
Nine Months Ended September 30,
 
 
 
2013
 
2012
 
Net product sales
 
 
 
 
 
 
 
Unrelated parties
 
$
259,627
 
$
215,157
 
Related parties (Note 29)
 
 
26,344
 
 
19,325
 
 
 
 
285,971
 
 
234,482
 
Cost of product sold
 
 
 
 
 
 
 
Unrelated parties
 
 
208,525
 
 
176,834
 
Related parties (Note 29)
 
 
23,171
 
 
14,137
 
 
 
 
231,696
 
 
190,971
 
Gross profit
 
 
54,275
 
 
43,511
 
Gain on other sales
 
 
6,762
 
 
2,625
 
Less: Operating expenses
 
 
 
 
 
 
 
Selling expenses
 
 
9,611
 
 
6,704
 
General and administrative expenses
 
 
10,164
 
 
8,999
 
Research and development expenses
 
 
13,134
 
 
10,060
 
Total operating expenses
 
 
32,909
 
 
25,763
 
Income from operations
 
 
28,128
 
 
20,373
 
Other income, net
 
 
573
 
 
317
 
Financial income (expenses), net
 
 
380
 
 
(1,850)
 
Loss on change in fair value of derivative
 
 
-
 
 
(449)
 
Gain on redemption of convertible notes
 
 
-
 
 
1,421
 
Income before income tax expenses and equity in earnings of affiliated companies
 
 
29,081
 
 
19,812
 
Less: Income taxes
 
 
5,172
 
 
3,666
 
Equity in earnings of affiliated companies
 
 
251
 
 
139
 
Income from continuing operations
 
 
24,160
 
 
16,285
 
Discontinued operations - net of income tax (Note 26)
 
 
-
 
 
2,651
 
Net income
 
 
24,160
 
 
18,936
 
Net income attributable to non-controlling interests
 
 
4,616
 
 
3,279
 
Net income attributable to parent company
 
 
19,544
 
 
15,657
 
Allocation to convertible notes holders
 
 
-
 
 
(925)
 
Net income attributable to parent company’s common shareholders
 
$
19,544
 
$
14,732
 
Comprehensive income:
 
 
 
 
 
 
 
Income from continuing operations
 
$
24,160
 
$
16,285
 
Income from discontinued operations
 
 
-
 
 
2,651
 
Net income
 
 
24,160
 
 
18,936
 
Other comprehensive income (loss):
 
 
 
 
 
 
 
Foreign currency translation gain (loss), net of tax - continuing operations
 
 
5,265
 
 
(1,205)
 
Foreign currency translation loss, net of tax - discontinued operations
 
 
-
 
 
(75)
 
Foreign currency translation gain (loss), net of tax
 
 
5,265
 
 
(1,280)
 
Comprehensive income - continuing operations
 
 
29,425
 
 
15,080
 
Comprehensive income - discontinued operations
 
 
-
 
 
2,576
 
Comprehensive income
 
 
29,425
 
 
17,656
 
Comprehensive income attributable to non-controlling interests
 
 
5,507
 
 
3,023
 
Comprehensive income attributable to parent company
 
$
23,918
 
$
14,633
 
 
 
 
 
 
 
 
 
Net income attributable to parent company’s common shareholders per share
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Basic –
 
 
 
 
 
 
 
Income per share from continuing operations attributable to shareholders
 
$
0.70
 
$
0.44
 
Income per share from discontinued operations
 
 
-
 
 
0.08
 
 
 
$
0.70
 
$
0.52
 
Diluted-
 
 
 
 
 
 
 
Income per share from continuing operations attributable to shareholders
 
$
0.70
 
$
0.44
 
Income per share from discontinued operations
 
 
-
 
 
0.08
 
 
 
$
0.70
 
$
0.52
 
Weighted average number of common shares outstanding
 
 
 
 
 
 
 
Basic
 
 
28,043,019
 
 
28,260,302
 
Diluted
 
 
28,054,008
 
 
28,261,529
 
 
The accompanying notes are an integral part of these condensed unaudited consolidated financial statements.
 
 
5

 
China Automotive Systems, Inc. and Subsidiaries
Condensed Unaudited Consolidated Balance Sheets
(In thousands of USD unless otherwise indicated)
  
 
 
September
30, 2013
 
December 31, 2012
 
ASSETS
 
 
 
 
 
 
 
Current assets:
 
 
 
 
 
 
 
Cash and cash equivalents
 
$
54,702
 
$
87,649
 
Pledged cash deposits
 
 
25,633
 
 
26,481
 
Short-term investments
 
 
32,274
 
 
-
 
Accounts and notes receivable, net - unrelated parties
 
 
247,002
 
 
211,306
 
Accounts and notes receivable, net - related parties
 
 
17,783
 
 
12,286
 
Advance payments and others - unrelated parties
 
 
2,336
 
 
3,127
 
Advance payments and others - related parties
 
 
1,204
 
 
779
 
Inventories
 
 
53,149
 
 
43,542
 
Assets held for sale
 
 
918
 
 
-
 
Current deferred tax assets
 
 
4,792
 
 
4,392
 
Total current assets
 
 
439,793
 
 
389,562
 
Non-current assets:
 
 
 
 
 
 
 
Property, plant and equipment, net
 
 
82,523
 
 
81,691
 
Intangible assets, net
 
 
671
 
 
676
 
Other receivables, net - unrelated parties
 
 
764
 
 
849
 
Other receivables, net - related parties
 
 
67
 
 
107
 
Advance payment for property, plant and equipment - unrelated parties
 
 
1,949
 
 
1,001
 
Advance payment for property, plant and equipment - related parties
 
 
829
 
 
4,162
 
Long-term investments
 
 
3,933
 
 
3,665
 
Non-current deferred tax assets
 
 
5,549
 
 
4,112
 
Total assets
 
$
536,078
 
$
485,825
 
 
 
 
 
 
 
 
 
LIABILITIES AND STOCKHOLDERS' EQUITY
 
 
 
 
 
 
 
Current liabilities:
 
 
 
 
 
 
 
Bank and government loans
 
$
42,199
 
$
40,284
 
Accounts and notes payable - unrelated parties
 
 
174,875
 
 
166,380
 
Accounts and notes payable - related parties
 
 
6,258
 
 
4,521
 
Customer deposits
 
 
1,894
 
 
870
 
Accrued payroll and related costs
 
 
6,111
 
 
5,472
 
Accrued expenses and other payables
 
 
27,008
 
 
23,063
 
Accrued pension costs
 
 
5,002
 
 
4,255
 
Taxes payable
 
 
8,979
 
 
5,593
 
Amounts due to shareholders/directors
 
 
303
 
 
332
 
Deferred tax liabilities
 
 
93
 
 
46
 
Advances payable
 
 
2,635
 
 
-
 
Total current liabilities
 
 
275,357
 
 
250,816
 
Long-term liabilities:
 
 
 
 
 
 
 
Advances payable
 
 
-
 
 
2,609
 
Total liabilities
 
$
275,357
 
$
253,425
 
 
 
 
 
 
 
 
 
Commitments and Contingencies (Note 30)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Stockholders’ equity:
 
 
 
 
 
 
 
Common stock, $0.0001 par value - Authorized - 80,000,000 shares; Issued– 28,260,302 and 28,260,302 shares at September 30, 2013
and December 31, 2012, respectively
 
$
3
 
$
3
 
Additional paid-in capital
 
 
39,565
 
 
39,371
 
Retained earnings-
 
 
 
 
 
 
 
Appropriated
 
 
10,048
 
 
9,953
 
Unappropriated
 
 
138,778
 
 
119,329
 
Accumulated other comprehensive income
 
 
30,272
 
 
25,898
 
Treasury stock – 217,283 and 217,283 shares at September 30, 2013 and December 31, 2012, respectively
 
 
(1,000)
 
 
(1,000)
 
Total parent company stockholders' equity
 
 
217,666
 
 
193,554
 
Non-controlling interests
 
 
43,055
 
 
38,846
 
Total stockholders' equity
 
 
260,721
 
 
232,400
 
Total liabilities and stockholders' equity
 
$
536,078
 
$
485,825
 
 
The accompanying notes are an integral part of these condensed unaudited consolidated financial statements.
 
 
6

 
China Automotive Systems, Inc. and Subsidiaries
Condensed Unaudited Consolidated Statements of Cash Flows
(In thousands of USD unless otherwise indicated)
 
 
 
Nine Months Ended September 30,
 
 
 
2013
 
2012
 
 
 
 
 
 
 
 
 
Cash flows from operating activities:
 
 
 
 
 
 
 
Net income
 
$
24,160
 
$
18,936
 
Adjustments to reconcile net income from operations to net cash provided by operating activities:
 
 
 
 
 
 
 
Stock-based compensation
 
 
194
 
 
76
 
Depreciation and amortization
 
 
10,964
 
 
10,668
 
Increase (decrease) in allowance for doubtful accounts
 
 
(139)
 
 
16
 
Inventory write downs
 
 
480
 
 
501
 
Deferred income taxes
 
 
(1,611)
 
 
(1,268)
 
Equity in earnings of affiliated companies
 
 
(251)
 
 
(139)
 
Gain on sale of a subsidiary
 
 
-
 
 
(2,848)
 
Gain on redemption of convertible notes
 
 
-
 
 
(1,421)
 
Loss on change in fair value of derivative
 
 
-
 
 
449
 
Amortization of debt issue cost
 
 
58
 
 
135
 
Loss (gain) on fixed assets disposals
 
 
(4,288)
 
 
44
 
Changes in operating assets and liabilities:
 
 
 
 
 
 
 
(Increase) decrease in:
 
 
 
 
 
 
 
Pledged deposits
 
 
1,413
 
 
(5,118)
 
Accounts and notes receivable
 
 
(36,803)
 
 
(4,741)
 
Advance payments and others
 
 
465
 
 
570
 
Inventories
 
 
(9,076)
 
 
(4,306)
 
Increase (decrease) in:
 
 
 
 
 
 
 
Accounts and notes payable
 
 
6,199
 
 
(462)
 
Customer deposits
 
 
1,016
 
 
337
 
Accrued payroll and related costs
 
 
514
 
 
(180)
 
Accrued expenses and other payables
 
 
3,459
 
 
(6,702)
 
Accrued pension costs
 
 
653
 
 
315
 
Taxes payable
 
 
3,256
 
 
4,294
 
Advances payable
 
 
(32)
 
 
2,210
 
Net cash provided by operating activities
 
 
631
 
 
11,366
 
Cash flows from investing activities:
 
 
 
 
 
 
 
Increase in other receivables
 
 
158
 
 
(1,598)
 
Cash received from property, plant and equipment sales
 
 
6,282
 
 
622
 
Payments to acquire property, plant and equipment
 
 
(9,065)
 
 
(16,982)
 
Payments to acquire intangible assets
 
 
(109)
 
 
(62)
 
Purchase of short-term investments
 
 
(32,197)
 
 
-
 
Dividends from investment under cost method
 
 
66
 
 
-
 
Proceeds from sales of a subsidiary
 
 
-
 
 
3,561
 
Net cash used in investing activities
 
 
(34,865)
 
 
(14,459)
 
Cash flows from financing activities:
 
 
 
 
 
 
 
Proceeds from government and bank loan
 
 
15,588
 
 
36,402
 
Repayments of bank loan
 
 
(14,758)
 
 
(7,097)
 
Debt issuance costs paid for bank loan
 
 
-
 
 
(230)
 
Dividends paid to the non-controlling interests
 
 
(1,381)
 
 
(2,387)
 
Redemption of convertible notes
 
 
-
 
 
(23,571)
 
Decrease in amounts due to shareholders/directors
 
 
(40)
 
 
(8)
 
Net cash provided by financing activities
 
 
(591)
 
 
3,109
 
Effects of exchange rate on cash and cash equivalents
 
 
1,878
 
 
(487)
 
Net increase (decrease) in cash and cash equivalents
 
 
(32,947)
 
 
(471)
 
Cash and cash equivalents at beginning of period
 
 
87,649
 
 
72,961
 
Cash and cash equivalents at end of period
 
$
54,702
 
$
72,490
 
 
The accompanying notes are an integral part of these condensed unaudited consolidated financial statements.
 
 
7

 
China Automotive Systems, Inc. and Subsidiaries
Condensed Unaudited Consolidated Statements of Cash Flows (continued)
(In thousands of USD unless otherwise indicated)
 
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
 
 
 
Nine Months Ended
September 30,
 
 
 
2013
 
2012
 
Cash paid for interest
 
$
972
 
$
10,435
 
Cash paid for income taxes
 
$
4,217
 
$
3,810
 
 
SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES:
 
 
 
Nine Months Ended
September 30,
 
 
 
2013
 
2012
 
Advance payments for acquiring property, plant and equipment
 
$
2,777
 
$
5,990
 
Accounts receivable from sale of a subsidiary
 
$
-
 
$
4,361
 
Non-controlling interests contribution of capital with property, plant and equipment
 
$
-
 
$
2,846
 
Dividends payable to non-controlling interests
 
$
86
 
$
707
 
 
The accompanying notes are an integral part of these condensed unaudited consolidated financial statements.
 
 
8

 
China Automotive Systems, Inc. and Subsidiaries
Notes to Condensed Unaudited Consolidated Financial Statements
Three Months and Nine Months Ended September 30, 2013 and 2012
 
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. Great Genesis is mainly engaged in the manufacture and sale of automotive systems and components through its controlled subsidiaries and the joint ventures, as described below.
 
Henglong USA Corporation, “HLUSA,” incorporated on January 8, 2007 in Troy, Michigan, is a wholly-owned subsidiary of the Company, and is mainly engaged 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 entities established in the People's Republic of China, the “PRC,” and Brazil as of September 30, 2013 and December 31, 2012.
 
 
 
Percentage Interest
 
Name of Entity
 
September 30,
2013
 
 
December 31,
2012
 
Shashi Jiulong Power Steering Gears Co., Ltd., “Jiulong” 1
 
 
81.00
%
 
 
81.00
%
Jingzhou Henglong Automotive Parts Co., Ltd., “Henglong” 2
 
 
80.00
%
 
 
80.00
%
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
 
 
80.00
%
 
 
80.00
%
Beijing Henglong Automotive System Co., Ltd., “Beijing Henglong” 9
 
 
50.00
%
 
 
50.00
%
Chongqing Henglong Hongyan Automotive System Co., Ltd, “Chongqing Henglong” 10
 
 
70.00
%
 
 
70.00
%
CAAS Brazil’s Imports And Trade In Automotive Parts Ltd., “Brazil Henglong” 11
 
 
80.00
%
 
 
80.00
%
 
 
1.
Jiulong was established in 1993 and mainly engages in the production of integral power steering gear 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 electric power steering, “EPS.”
 
 
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. The registered capital of Hubei Henglong at the time of establishment was $10 million. On February 10, 2010, the registered capital of Hubei Henglong was increased to $16 million. On October 12, 2011, the board of directors of the Company approved a reorganization of the Company’s subsidiaries operating in China. As a result of the reorganization, all of Genesis’s equity interests of its subsidiaries operating in China, except for Shenyang, were transferred to Hubei Henglong, the Company’s new China-based holding company. The reorganization was completed on January 19, 2012, subsequent to which the registered capital of Hubei Henglong was increased to $39.0 million. As the reorganized entities were under common control of the Company, the reorganization did not have any impact on the Company’s consolidated financial position or results of operations and should not impact the tax treatment of the Company or its subsidiaries in any material respect. On July 8, 2012, Hubei Henglong changed its name to Hubei Henglong Automotive System Group Co., Ltd.
 
 
9

 
 
8.
In December 2009, Henglong, a subsidiary of Genesis, formed the Testing Center, which mainly engages in the research and development of new products. The registered capital of the Testing Center was RMB30.0 million, equivalent to approximately $4.4 million.
 
 
9.
On January 24, 2010, Genesis entered into a joint venture contract with Beijing Hainachuan Auto Parts Co., Ltd. to establish Beijing Henglong as a joint venture company to design, develop and manufacture both hydraulic and electric power steering systems and parts. On September 16, 2010, with Beijing Hainachuan’s agreement, Genesis transferred its interest in the joint venture to Hubei Henglong, and left the other terms of the joint venture contract unchanged. According to the joint venture agreement, the Company does not have voting control of Beijing Henglong. Therefore, the Company’s consolidated financial statements do not include Beijing Henglong, and such investment is accounted for through the equity method.
 
 
10.
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. The joint venture is located in Chongqing City and has a registered capital of RMB60 million, of which RMB42 million, or 70%, is held by Hubei Henglong. The registered capital of Chongqing Henglong was fully contributed by Hubei Henglong in cash of $6.7 million (equivalent to RMB42 million) in January and February 2012 and by SAIC-IVECO in property, plant and equipment with fair value of $2.8 million (equivalent to RMB18 million) in April 2012.
 
 
11.
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. Such joint venture is located in Brazil and has a registered capital of $1.0 million (equivalent to BRL1.6 million), of which $0.8 million (equivalent to BRL1.3 million), or 80%, is held by Hubei Henglong, and of which $0.2 million (equivalent to BRL0.3 million), or 20%, is held by Mr. Ozias Gaia Da Silva and Mr. Ademir Dal’ Evedove.

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 Article 10 of 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, 2012.
 
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, 2012 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.
 
Certain information and footnote disclosures normally included in financial statements that have been prepared in accordance with U.S. GAAP have been condensed or omitted pursuant to the rules and regulations of the Securities and Exchange Commission, although the Company’s management believes that the disclosures contained in these financial statements are adequate to make the information presented herein not misleading. For further information, please refer to the financial statements and the notes thereto included in the Company’s 2012 Annual Report on Form 10-K, as filed with the Securities and Exchange Commission.
 
The results of operations for the three months and nine months ended September 30, 2013 are not necessarily indicative of the results of operations to be expected for the full fiscal year ending December 31, 2013.
 
 
10

 
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.
 
(b)
Recent Accounting Pronouncements
 
In February 2013, the FASB issued ASU 2013-04, “Obligations Resulting from Joint and Several Liability Arrangements for Which the Total Amount of the Obligation is Fixed at the Reporting Date”. This update provides guidance for the recognition, measurement and disclosure of obligations resulting from joint and several liability arrangements for which the total amount of the obligation within the scope of this update is fixed at the reporting date, except for obligations addressed within existing guidance in U.S. GAAP. The guidance requires an entity to measure those obligations as the sum of the amount the reporting entity agreed to pay on the basis of its arrangement among its co-obligors and any additional amount the reporting entity expects to pay on behalf of its co-obligors. The guidance in this update also requires an entity to disclose the nature and amount of the obligation as well as other information about those obligations. This update is effective for fiscal years, and interim periods within those years, beginning after December 15, 2013. This update should be applied retrospectively to all prior periods presented for those obligations resulting from joint and several liability arrangements within this update’s scope that exist at the beginning of an entity’s fiscal year of adoption. An entity may elect to use hindsight for the comparative periods (if it changed its accounting as a result of adopting the amendments in this update) and should disclose that fact. Early adoption is permitted. The adoption of this standard is not expected to have any impact on the Company’s financial position.
 
In March 2013, the FASB issued ASU 2013-05, “Parent’s Accounting for the Cumulative Translation Adjustment upon Derecognition of Certain Subsidiaries or Groups of Assets within a Foreign Entity or of an Investment in a Foreign Entity”. This update provides that when a reporting entity (parent) ceases to have a controlling financial interest in a subsidiary or group of assets that is a non-profit activity or a business (other than a sale of in substance real estate or conveyance of oil and gas mineral rights) within a foreign entity, the parent is required to apply the guidance in Subtopic 830-30 to release any related cumulative translation adjustment into net income. Accordingly, the cumulative translation adjustment should be released into net income only if the sale or transfer results in the complete or substantially complete liquidation of the foreign entity in which the subsidiary or group of assets had resided. For an equity method investment that is a foreign entity, a pro rata portion of the cumulative translation adjustment should be released into net income upon a partial sale of such an equity method investment. However, this treatment does not apply to an equity method investment that is not a foreign entity. In those instances, the cumulative translation adjustment is released into net income only if the partial sale represents a complete or substantially complete liquidation of the foreign entity that contains the equity method investment. Additionally, the amendments in this update clarify that the sale of an investment in a foreign entity includes both (1) events that result in the loss of a controlling financial interest in a foreign entity (that is, irrespective of any retained investment) and (2) events that result in an acquirer obtaining control of an acquiree in which it held an equity interest immediately before the acquisition date (sometimes also referred to as a “step acquisition”). Accordingly, the cumulative translation adjustment should be released into net income upon the occurrence of those events. This update is effective prospectively for fiscal years (and interim reporting periods within those years) beginning after December 15, 2013. Early adoption is permitted. The adoption of this standard is not expected to have any impact on the Company’s financial position or operating results.
 
On July 18, 2013, the FASB issued ASU 2013-11, "Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists” (Income Taxes - Topic 740). This update applies to all entities that have unrecognized tax benefits when a net operating loss carryforward, a similar tax loss, or a tax credit carryforward exists at the reporting date. An unrecognized tax benefit, or a portion of an unrecognized tax benefit, should be presented in the financial statements as a reduction to a deferred tax asset for a net operating loss carryforward, a similar tax loss, or a tax credit carryforward, unless otherwise provided in the update. To the extent that a net operating loss carryforward, a similar tax loss, or a tax credit carryforward is not available at the reporting date under the tax law of the applicable jurisdiction to settle any additional income taxes that would result from the disallowance of a tax position or the tax law of the applicable jurisdiction does not require the entity to use, and the entity does not intend to use, the deferred tax asset for such purpose, the unrecognized tax benefit should be presented in the financial statements as a liability and should not be combined with deferred tax assets. The assessment of whether a deferred tax asset is available is based on the unrecognized tax benefit and deferred tax asset that exist at the reporting date and should be made presuming disallowance of the tax position at the reporting date. For example, an entity should not evaluate whether the deferred tax asset has expired before the statute of limitations on the tax position or whether the deferred tax asset may be used prior to the unrecognized tax benefit being settled. The amendments in this update do not require new recurring disclosures. The amendments in this update are effective for fiscal years, and interim periods within those years, beginning after December 15, 2013. Early adoption is permitted. The amendments should be applied prospectively to all unrecognized tax benefits that exist at the effective date. Retrospective application is permitted. The Company is currently evaluating the impact of adopting this update on its financial statements.
 
11

 
(c)
Significant Accounting Policies
 
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, 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 FASB Accounting Standards Codification (“ASC”) Topic 830, 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.
 
In translating the financial statements of the Company’s China subsidiaries and Genesis from their functional currency into the reporting currency in USD, balance sheet accounts are translated using the closing exchange rate in effect at the balance sheet date and income and expense accounts are translated using an average exchange rate prevailing during the reporting period. Adjustments resulting from the translation, if any, are included in accumulated other comprehensive income (loss) in stockholders’ equity.
 
Stock-Based Compensation – The Company may issue shares of common stock for services rendered or for financing costs. Such shares will be valued based on the market price on the transaction date. The Company may issue stock options to employees in non-capital raising transactions for services.
 
In July 2004, the Company adopted a stock incentive plan. The maximum number of common shares for issuance under this plan is 2,200,000 with a period of 10 years. The stock incentive plan provides for the issuance, to the Company’s officers, directors, management and employees, of options to purchase shares of the Company’s common stock. Since the adoption of the stock incentive plan, the Company has issued 523,850 stock options, and 1,676,150 stock options remain issuable in the future. As of September 30, 2013, the Company had 105,000 stock options outstanding.
 
The Company has adopted ASC Topic 718, “Accounting for Stock-Based Compensation,” which establishes a fair value method of accounting for stock based compensation plans. The cost of stock options issued to employees is measured on the grant date based on the fair value. The fair value is determined using the Black-Scholes option pricing model. The resulting amount is charged to expense on the straight-line basis over the period in which the Company expects to receive benefit, which is generally the vesting period.
 
Comprehensive Income – The Company has adopted ASC Topic 220, “Reporting Comprehensive Income,” which establishes standards for the reporting and display of comprehensive income, its components and accumulated balances in a full set of general purpose financial statements. ASC Topic 220 defines comprehensive income to include all changes in equity except those resulting from investments by owners and distributions to owners, including adjustments to minimum pension liabilities, accumulated foreign currency translation, and unrealized gains or losses on marketable securities.
 
Financial Instruments –  The Company adopted the provisions of ASC Topic 815, “Derivatives and Hedging Activities,” that address the determination of whether an instrument meets the definition of a derivative being indexed to a company’s own stock for purposes of applying the scope exception as provided for in accordance with ASC 815-15. Upon adoption of the standard on the effective date, the Company bifurcated the conversion feature embedded in the convertible notes, classifying it in liabilities and measuring it at fair value at each reporting period, with changes reflected in earnings, until the convertible notes are settled (see Note 24).
   
Fair Value Measurements – For purposes of fair value measurements, the Company applies the applicable provisions of ASC Topic 820, “Fair Value Measurements”. Accordingly, fair value for the Company’s financial accounting and reporting purposes represents the estimated price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the designated measurement date. With an objective to increase consistency and comparability in fair value measurements and related disclosures, the Financial Accounting Standard Board established the fair value hierarchy which prioritizes the inputs to valuation techniques used to measure fair value into three broad levels.
 
Cash and cash equivalents, pledged cash deposits, short-term investments, accounts and notes receivable, accounts and notes payable, advance payment or payable, other receivable or payable, accrued expenses and bank and government loans are carried at cost on the consolidated balance sheets, and the carrying amount approximate their fair value because of the short-term nature of these financial instruments.
  
·
Level 1 Inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities that the reporting entity has the ability to access at the measurement date. An active market for the asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis. A quoted price in an active market provides the most reliable evidence of fair value and shall be used to measure fair value whenever available.
 
 
12

 
·
Level 2 Inputs are other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly. If the asset or liability has a specified (contractual) term, a Level 2 input must be observable for substantially the full term of the asset or liability. As of September 30, 2013 and December 31, 2012, the Company did not have any fair value assets and liabilities classified as Level 2.
 
·
Level 3 Inputs are unobservable inputs for the asset or liability. Unobservable inputs are used to measure fair value to the extent that observable inputs are not available, thereby allowing for situations in which there is little, if any, market activity for the asset or liability at the measurement date. However, the fair value measurement objective remains the same, that is, an exit price from the perspective of a market participant that holds the asset or owes the liability. Therefore, unobservable inputs shall reflect the reporting entity’s own assumptions about the assumptions that market participants would use in pricing the asset or liability, including assumptions about risk. The compound derivative liabilities are classified as Level 3 as the inputs reflect management’s best estimate of what market participants would use in pricing the liability at the measurement date. As of September 30, 2013 and December 31, 2012, the Company did not have any fair value assets and liabilities classified as Level 3. For a summary of changes in Level 3 derivative liabilities for the three months and nine months ended September 30, 2013 and 2012, please see Note 24.

3.
Pledged cash deposits
 
Pledged cash deposits act as guarantee for the Company’s notes payable as it regularly pays some of its suppliers by bank notes. The Company has to deposit certain amount, equivalent to 30% - 100% of the face value of the relevant bank note, at a bank in order to obtain the bank note.

4.
Short-term investments
 
Short-term investments comprise time deposits with maturity terms of three months or more but due within one year. The carrying values of time deposits approximate fair value because of their short maturities. The interest earned is recognized in the condensed unaudited statements of operations and comprehensive income over the contractual term of the deposit.

5.
Accounts and notes receivable, net
 
The Company’s accounts and notes receivable as of September 30, 2013 and December 31, 2012 are summarized as follows (figures are in thousands of USD):
 
 
 
September
30, 2013
 
December 31, 2012
 
Accounts receivable - unrelated parties (1)
 
$
130,437
 
$
117,136
 
Notes receivable - unrelated parties (2) (3)
 
 
117,805
 
 
95,436
 
 
 
 
248,242
 
 
212,572
 
Less: allowance for doubtful accounts - unrelated parties
 
 
(1,240)
 
 
(1,266)
 
Accounts and notes receivable- unrelated parties
 
 
247,002
 
 
211,306
 
Accounts and notes receivable - related parties
 
 
17,783
 
 
12,286
 
 
 
$
264,785
 
$
223,592
 
 
 
(1)
As of September 30, 2013, the Company has pledged $15.7 million of accounts receivable as security for its comprehensive credit facility with banks in China.
 
 
(2)
Notes receivable represent accounts receivable in the form of bills of exchange for which acceptances are guaranteed and settlements are handled by banks.
 
 
(3)
Henglong collateralized its notes receivable in an amount of RMB256.3 million (equivalent to approximately $41.7 million) as security for the credit facility with banks in China and the Chinese government, including RMB216.1 million (equivalent to approximately $35.1 million) in favor of Industrial and Commercial Bank of China, Jingzhou Branch, “ICBC Jingzhou,” for the purpose of obtaining the Henglong Standby Letter of Credit (as defined in Note 13) which is used as security for the non-revolving credit facility in the amount of $30.0 million provided by Industrial and Commercial Bank of China (Macau) Limited, “ICBC Macau,” to the Company in May 2012. The Credit Facility was drawn down on May 22, 2012 and its original maturity date was May 22, 2013. Such maturity date was extended to May 13, 2014 (see Note 13); and RMB40.2 million (equivalent to approximately $6.6 million) in favor of the Chinese government as security for the interest-free government loan (see Note 13).
 
 
13

 
6.
Inventories
 
The Company’s inventories as of September 30, 2013 and December 31, 2012 consisted of the following (figures are in thousands of USD):
 
 
 
September
30, 2013
 
December 31, 2012
 
Raw materials
 
$
13,872
 
$
11,144
 
Work in process
 
 
8,378
 
 
7,094
 
Finished goods
 
 
30,899
 
 
25,304
 
 
 
$
53,149
 
$
43,542
 
 
Provision for inventories valuation amounted to $0.5 million and $0.5 million for the nine months ended September 30, 2013 and 2012, respectively.

7.
Other receivables, net
 
The Company’s other receivables as of September 30, 2013 and December 31, 2012 are summarized as follows (figures are in thousands of USD):
 
 
 
September
30, 2013
 
December 31, 2012
 
Other receivables - unrelated parties (1)
 
$
826
 
$
905
 
Less: allowance for doubtful accounts- unrelated parties
 
 
(62)
 
 
(56)
 
 
 
$
764
 
$
849
 
 
 
 
September
30, 2013
 
December 31, 2012
 
Other receivables - related parties (1)
 
$
674
 
$
715
 
Less: allowance for doubtful accounts
 
 
(607)
 
 
(608)
 
 
 
$
67
 
$
107
 
 
 
(1)
Other receivables consist of amounts advanced to both related and unrelated parties, primarily as unsecured demand loans, with no stated interest rate or due date. These receivables originate as part of the Company's normal operating activities and are periodically settled in cash.

8.
Assets held for sale
 
Assets held for sale represents the remaining land use rights to be sold within the 12 months following September 30, 2013. According to the agreement signed between the Company and Jingzhou Land Reserve Center (“JLRC”), a local PRC government bureau, the Company has agreed to transfer the land use rights over 136,392 square meters of a piece of land in total located at Jingzhou city, Hubei Province, the PRC, to JLRC for total consideration of approximately $13.0 million. The collection of the consideration is subject to JLRC’s completion of its sale of such land use rights to be tendered in the open market. As of September 30, 2013, the Company recognized and received consideration of $4.6 million upon the completion by JLRC of sale of a portion of the land use rights, and a related gain of $4.1 million (before tax) for the sale of partial land use rights was recorded as gain on other sales. The cost of the land use rights over the remaining portion of the land was recorded as assets held for sale. Gain for the sale of the remaining land use rights will be recognized upon the completion by JLRC of  its sale of the land use rights and the settlement of the related consideration to the Company.

9.
Long term investments
 
As of September 30, 2013 and December 31, 2012, the Company’s balance of long-term investment was $3.9 million and $3.7 million, respectively. For the long-term investments in which the Company has no voting control, such investments were accounted for using the equity method or cost method.
 
On January 24, 2010, the Company invested $3.1 million to establish a fifty-fifty joint venture company, Beijing Henglong, with an unrelated party. The Company accounts for its operating results with the equity method of accounting. As of September 30, 2013 and 2012, the Company had $3.8 million and $3.5 million of net equity in Beijing Henglong, respectively.
 
The Company’s share of net assets and net income is reported as “long-term investment” on the condensed unaudited consolidated balance sheets and “equity in earnings of affiliated companies” on the condensed unaudited consolidated statements of operations and comprehensive income. The Company’s condensed unaudited consolidated financial statements reflect the equity earnings of non-consolidated affiliates of $0.1 million and $0.03 million for the three months ended September 30, 2013 and 2012, respectively, and the equity earnings of non-consolidated affiliates of $0.3 million and $0.1 million for the nine months ended September 30, 2013 and 2012, respectively.
 
 
14

 
10.
Property, plant and equipment, net
 
The Company’s property, plant and equipment as of September 30, 2013 and December 31, 2012 are summarized as follows (figures are in thousands of USD):
 
 
 
September
30, 2013
 
December 31, 2012
 
Land use rights and buildings
 
$
38,159
 
$
36,881
 
Machinery and equipment
 
 
110,100
 
 
96,368
 
Electronic equipment
 
 
6,572
 
 
6,174
 
Motor vehicles
 
 
3,109
 
 
2,942
 
Construction in progress
 
 
10,220
 
 
13,280
 
 
 
 
168,160
 
 
155,645
 
Less: Accumulated depreciation
 
 
(85,637)
 
 
(73,954)
 
 
 
$
82,523
 
$
81,691
 
 
Depreciation charges were $3.7 million and $3.3 million for the three months ended September 30, 2013 and 2012, respectively, and $10.8 million and $10.5 million for the nine months ended September 30, 2013 and 2012, respectively.
 
As of September 30, 2013, the Company had pledged property, plant and equipment with net book value of $52.7 million for its comprehensive credit facilities with banks in China.

11.
Intangible assets
 
The Company’s intangible assets as of September 30, 2013 and December 31, 2012 are summarized as follows (figures are in thousands of USD):
 
 
 
September
30, 2013
 
December 31, 2012
 
Costs:
 
 
 
 
 
 
 
Patent technology
 
$
2,050
 
$
1,901
 
Management software license
 
 
640
 
 
622
 
 
 
 
2,690
 
 
2,523
 
Less: Amortization
 
 
(2,019)
 
 
(1,847)
 
 
 
$
671
 
$
676
 
 
Amortization expenses were $0.04 million and $0.06 million for the three months ended September 30, 2013 and 2012, respectively, and $0.1 million and $0.2 million for the nine months ended September 30, 2013 and 2012, respectively.

12.
Deferred income tax assets
 
In accordance with the provisions of ASC Topic 740, “Income Taxes,” the Company assesses, on a quarterly basis, its ability to realize its deferred tax assets. Based on the more likely than not standard in the guidance and the weight of available evidence, the Company believes a valuation allowance against its deferred tax assets is necessary. In determining the need for a valuation allowance, the Company considered the following significant factors: an assessment of recent years’ profitability and losses by tax authorities; the Company’s expectation of profits based on margins and volumes expected to be realized, which are based on current pricing and volume trends; the long period in all significant operating jurisdictions before the expiry of net operating losses, noting further that a portion of the deferred tax asset is composed of deductible temporary differences that are subject to an expiry period until realized under tax law. The Company will continue to evaluate the provision of valuation allowance in future periods.
 
The components of estimated deferred income tax assets as of September 30, 2013 and December 31, 2012 are as follows (figures are in thousands of USD):
 
 
 
September 30,
2013
 
December 31,
2012
 
 
 
 
 
 
 
 
 
Losses carry forward (U.S.) (1)
 
$
7,778
 
$
7,004
 
Losses carry forward (PRC) (1)
 
 
2,054
 
 
1,887
 
Product warranties and other reserves
 
 
3,731
 
 
3,253
 
Property, plant and equipment
 
 
5,328
 
 
3,774
 
Share-based compensation
 
 
296
 
 
240
 
Bonus accrual
 
 
304
 
 
196
 
Other accruals
 
 
1,112
 
 
696
 
Others
 
 
705
 
 
839
 
Total deferred tax assets
 
 
21,307
 
 
17,889
 
Less: taxable temporary difference related to revenue recognition
 
 
(533)
 
 
(397)
 
Total deferred tax assets, net
 
 
20,774
 
 
17,492
 
Less: Valuation allowance
 
 
(10,433)
 
 
(8,988)
 
Total deferred tax assets, net of valuation allowance (2)
 
$
10,341
 
$
8,504
 
 
 
15

 
 
(1)
The net operating losses carry forward for the U.S. entity for income tax purposes are available to reduce future years' taxable income. These losses will expire, if not utilized, in 20 years. Net operating losses carry forward for non-U.S. entities can be carried forward for 5 years to offset taxable income. However, as of September 30, 2013, valuation allowance was $10.4 million, including $8.6 million allowance for the Company’s deferred tax assets in the United States and $1.8 million allowance for the Company’s non-U.S. deferred tax assets. Based on the Company’s current operations in the United States, management believes that the deferred tax assets in the United States are not likely to be realized in the future. For the non-U.S. deferred tax assets, pursuant to certain tax laws and regulations in China, the management believes such amount will not be used to offset future taxable income.
 
 
(2)
Approximately $4.4 million and $4.1 million of deferred income tax asset as of September 30, 2013 and December 31, 2012, respectively, are included in non-current deferred tax assets in the accompanying condensed unaudited consolidated balance sheets. The remaining $4.8 million and $4.4 million of deferred income tax assets as of September 30, 2013 and December 31, 2012, respectively, are included in current deferred tax assets.

13.
Bank and government loans, net
 
Loans consist of the following at September 30, 2013 and December 31, 2012 (figures are in thousands of USD):
 
 
 
September
30, 2013
 
December 31, 2012
 
Short-term bank loan (1) (2)
 
$
5,693
 
$
10,341
 
Short-term bank loan (3)
 
 
30,000
 
 
30,000
 
Short-term government loan (4)
 
 
6,506
 
 
-
 
Subtotal
 
 
42,199
 
 
40,341
 
Debt issue cost
 
 
(57)
 
 
(230)
 
Amortization
 
 
57
 
 
173
 
 
 
$
42,199
 
$
40,284
 
 
(1)
These loans are secured by property, plant and equipment of the Company and are repayable within one year. Please see Note 10. At September 30, 2013 and December 31, 2012, the weighted average interest rate was 6.24% and 6.46% per annum, respectively. Interest is paid on the twentieth day of each month and the principal repayment is at maturity.
 
(2)
On September 25, 2012, Jiulong entered into a one-year loan agreement with China Construction Bank Jingzhou branch in the amount of $3.2 million. The agreement contains certain financial and non-financial covenants, including but not limited to restrictions on the utilization of the funds and the maintenance of an asset-liability ratio not exceeding 60%. The Company was in compliance with these covenants as of September 30, 2013. The Company repaid $1.4 milion and $1.8 million in June and July, 2013, respectively.
 
(3)
On May 18, 2012, the Company entered into a credit facility agreement, the “Credit Agreement,” with ICBC Macau to obtain a non-revolving credit facility in the amount of $30.0 million, the “Credit Facility”. The Credit Facility would have expired on November 3, 2012 unless the Company drew down the line of credit in full prior to such expiration date, and the maturity date for the loan drawdown was the earlier of (i) 18 months from the drawdown or (ii) 1 month before the expiry of the standby letter of credit obtained by Henglong from ICBC Jingzhou as security for the Credit Facility, the “Henglong Standby Letter of Credit”. The interest rate of the Credit Facility is calculated based on a three-month LIBOR plus 2.25% per annum, subject to the availability of funds and fluctuation at ICBC Macau’s discretion. The interest is calculated daily based on a 360-day year and it is fixed one day before the first day of each interest period. The interest period is defined as three months from the date of drawdown. As security for the Credit Facility, the Company was required to provide ICBC Macau with the Henglong Standby Letter of Credit for a total amount not less than $31.6 million if the Credit Facility is fully drawn.
 
On May 22, 2012, the Company drew down the full amount of $30.0 million under the Credit Facility and provided the Henglong Standby Letter of Credit for an amount of $31.6 million in favor of ICBC Macau. The Henglong Standby Letter of Credit issued by ICBC Jingzhou is collateralized by Henglong’s notes receivable of RMB216.0 million (equivalent to approximately $35.1 million). The Company also paid an arrangement fee of $0.1 million to ICBC Macau and $0.1 million to ICBC Jingzhou. The original maturity date of the Credit Facility was May 22, 2013. On May 7, 2013, ICBC Macau agreed to extend the maturity date of the Credit Facility to May 13, 2014. The interest rate of the Credit Facility under the extended term is calculated based on the three-month LIBOR plus 2.0% per annum. Except for the above, all other terms and conditions as stipulated in the Credit Agreement remain unchanged. As of September 30, 2013, the interest rate of the Credit Facility was 2.25%.
 
 
16

 
(4)
On January 31, 2013, the Company received an interest-free Chinese government loan of RMB40.0 million (equivalent to approximately $6.6 million), which will mature on December 31, 2013. Henglong has pledged RMB40.2 million (equivalent to approximately $6.5 million) of notes receivable, which will mature on December 31, 2013, as security for such government loan (see Note 5).

14.  
Accounts and notes payable 
 
The Company’s accounts and notes payable as of September 30, 2013 and December 31, 2012 are summarized as follows (figures are in thousands of USD): 
 
 
 
September 30,
2013
 
December 31,
2012
 
Accounts payable - unrelated parties
 
$
104,392
 
$
99,100
 
Notes payable - unrelated parties (1)
 
 
70,483
 
 
67,280
 
Accounts and notes payable - unrelated parties
 
 
174,875
 
 
166,380
 
Accounts payable - related parties
 
 
6,258
 
 
4,521
 
 
 
$
181,133
 
$
170,901
 
   
(1) 
Notes payable represent accounts payable in the form of bills of exchange whose acceptances are guaranteed and settlements are handled by banks. The Company has pledged cash deposits, notes receivable and certain property, plant and equipment to secure notes payable granted by banks.  

15.  
Accrued expenses and other payables  
 
The Company’s accrued expenses and other payables as of September 30, 2013 and December 31, 2012 are summarized as follows (figures are in thousands of USD):
   
 
 
September 30,
2013
 
December 31, 2012
 
Accrued expenses
 
$
3,389
 
$
2,557
 
Accrued interest
 
 
86
 
 
87
 
Other payables
 
 
2,607
 
 
2,176
 
Warranty reserves (1)
 
 
20,840
 
 
18,081
 
Dividends payable to non-controlling interests
 
 
86
 
 
162
 
 
 
$
27,008
 
$
23,063
 
 
(1)
 
The Company provides for the estimated cost of product warranties when the products are sold. Such estimates of product warranties were 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 nine months ended September 30, 2013 and 2012, and for the year ended December 31, 2012, the warranties activities were as follows (figures are in thousands of USD): 
 
 
 
Nine Months Ended September 30,
 
Year Ended
December 31,
 
 
 
2013
 
2012
 
2012
 
Balance at beginning of the period
 
$
18,081
 
$
16,809
 
$
16,809
 
Additions during the period
 
 
8,554
 
 
6,865
 
 
10,931
 
Settlement within period, by cash or actual material
 
 
(6,199)
 
 
(6,661)
 
 
(9,264)
 
Foreign currency translation gain (loss)
 
 
404
 
 
(105)
 
 
41
 
Decrease for warranty related to the subsidiary sold
 
 
-
 
 
(432)
 
 
(436)
 
Balance at end of the period
 
$
20,840
 
$
16,476
 
$
18,081
 
 
 
17

 
16.
Taxes payable
 
The Company’s taxes payable as of September 30, 2013 and December 31, 2012 are summarized as follows (figures are in thousands of USD):
 
 
 
September 30, 2013
 
December 31, 2012
 
Value-added tax payable
 
$
5,049
 
$
4,347
 
Income tax payable
 
 
3,467
 
 
878
 
Other tax payable
 
 
463
 
 
368
 
 
 
$
8,979
 
$
5,593
 

17.
Advances payable
 
As of September 30, 2013 and December 31, 2012, advances payable by the Company were $2.64 million and $2.61 million, respectively.
 
The amounts are special subsidies made by the Chinese government to the Company to offset the cost and charges related to the improvement of production capacities and improvement of the quality of products. For the government subsidies with no further  conditions to be met, the amounts are recorded as other income when received; for the amounts with certain operating conditions, the government subsidies are recorded as advances payable when received and will be recorded as a deduction of related expenses and cost of acquired assets when the conditions are met.
 
The balances are unsecured, interest-free and will be repayable to the Chinese government if the usage of such advance does not continue to qualify for the subsidy.

18.
Additional paid-in capital
 
The Company’s positions in respect of the amounts of additional paid-in capital for the nine months ended September 30, 2013 and 2012, and the year ended December 31, 2012 are summarized as follows (figures are in thousands of USD):
 
 
 
Nine Months Ended September 30,
 
Year Ended
December 31,
 
 
 
2013
 
2012
 
2012
 
Balance at beginning of the period
 
$
39,371
 
$
39,296
 
$
39,296
 
Share-based compensation(1)
 
 
194
 
 
75
 
 
75
 
Balance at end of the period
 
$
39,565
 
$
39,371
 
$
39,371
 
 
(1) On August 13, 2013 and August 15, 2012, the Company granted 22,500 and 22,500 stock options to the Company’s independent directors, with the exercise price equal to the closing price of the Company’s common stock traded on NASDAQ on the date of grant. The fair value of stock options was determined at the date of grant using the Black-Scholes option pricing model. The Black-Scholes option model requires management to make various estimates and assumptions, including expected term, expected volatility, risk-free rate, and dividend yield. The expected term represents the period of time that stock-based compensation awards granted are expected to be outstanding and is estimated based on considerations including the vesting period, contractual term and anticipated employee exercise patterns. Expected volatility is based on the historical volatility of the Company’s stock. The risk-free rate is based on the U.S. Treasury yield curve in relation to the contractual life of stock-based compensation instruments. The dividend yield assumption is based on historical patterns and future expectations for the Company’s dividends.
 
Assumptions used to estimate the fair value of stock options on the grant dates are as follows:
 
Issuance Date
 
Expected volatility
 
 
Risk-free rate
 
 
Expected term (years)
 
Dividend yield
 
 
August 13, 2013
 
 
131.5
%
 
 
1.49
%
 
 
5
 
 
0.00
%
 
August 15, 2012
 
 
149.2
%
 
 
0.67
%
 
 
5
 
 
0.00
%
 
 
The above stock options were vested and exercisable immediately. Their fair value on the grant dates of August 13, 2013 and August 15, 2012 using the Black-Scholes option pricing model was $0.2 million and $0.1 million, respectively. During the nine months ended September 30, 2013 and 2012, the Company recognized stock-based compensation expenses of $0.2 million and $0.1 million, respectively.
 
 
18

 
19.
Retained earnings
 
Appropriated
 
Pursuant to the relevant PRC laws and regulations, the profits distribution of the Company’s PRC subsidiaries, which are based on their PRC statutory financial statements, rather than the financial statement that was prepared in accordance with U.S. GAAP, 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 venture partners. Based on the business licenses of the PRC subsidiaries, the registered capital of Henglong, Jiulong, Shenyang, Jielong, Wuhu, Hubei Henglong and Chongqing are $10.0 million, $4.2 million (equivalent to RMB35.0 million), $8.1 million (equivalent to RMB67.5 million), $6.0 million, $3.8 million (equivalent to RMB30.0 million), $39 million and $9.5 million (equivalent to RMB60.0 million), respectively, and the registered capital of USAI is $2.6 million.
   
The Company’s activities in respect of the amounts of the appropriated retained earnings for the nine months ended September 30, 2013 and 2012, and the year ended December 31, 2012 are summarized as follows (figures are in thousands of USD):
 
 
 
Nine Months Ended September 30,
 
Year Ended
December 31,
 
 
 
2013
 
2012
 
2012
 
Balance at beginning of the period
 
$
9,953
 
$
9,026
 
$
9,026
 
Appropriation of retained earnings
 
 
95
 
 
927
 
 
927
 
Balance at end of the period
 
$
10,048
 
$
9,953
 
$
9,953
 
 
Unappropriated
 
The Company’s activities in respect of the amounts of the unappropriated retained earnings for the nine months ended September 30, 2013 and 2012, and the year ended December 31, 2012 are summarized as follows (figures are in thousands of USD):
 
 
 
Nine Months Ended September 30,
 
Year Ended
December 31,
 
 
 
2013
 
2012
 
2012
 
Balance at beginning of the period
 
$
119,329
 
$
99,513
 
$
99,513
 
Net income attributable to parent company
 
 
19,544
 
 
15,657
 
 
20,743
 
Appropriation of retained earnings
 
 
(95)
 
 
(927)
 
 
(927)
 
Balance at end of the period
 
$
138,778
 
$
114,243
 
$
119,329
 

20.
Accumulated other comprehensive income
 
The Company’s activities in respect of the amounts of the accumulated other comprehensive income for the nine months ended September 30, 2013 and 2012, and the year ended December 31, 2012 are summarized as follows (figures are in thousands of USD):
 
 
 
Nine Months Ended September 30,
 
Year Ended
December 31,
 
 
 
2013
 
2012
 
2012
 
Balance at beginning of the period
 
$
25,898
 
$
25,291
 
$
25,291
 
Foreign currency translation adjustment attributable to parent company
 
 
4,374
 
 
(1,024)
 
 
607
 
Balance at end of the period
 
$
30,272
 
$
24,267
 
$
25,898
 

21.
Non-controlling interests 
  
The Company’s activities in respect of the amounts of the non-controlling interests’ equity for the nine months ended September 30, 2013 and 2012, and the year ended December 31, 2012 are summarized as follows (figures are in thousands of USD):
   
 
 
Nine Months Ended September 30,
 
Year Ended
December 31,
 
 
 
2013
 
2012
 
2012
 
Balance at beginning of the period
 
$
38,846
 
$
43,028
 
$
43,028
 
Income attributable to non-controlling interests
 
 
4,616
 
 
3,279
 
 
4,744
 
Dividends declared to the non-controlling interest holders of joint-venture companies
 
 
(1,299)
 
 
(6,846)
 
 
(6,846)
 
Discontinued operations – Zhejiang
 
 
-
 
 
(5,162)
 
 
(5,162)
 
Capital contribution from non-controlling interests
 
 
-
 
 
2,846
 
 
3,012
 
Foreign currency translation gain (loss)
 
 
892
 
 
(256)
 
 
70
 
Balance at end of the period
 
$
43,055
 
$
36,889
 
$
38,846
 
 
 
19

 
22.
Gain on other sales
 
Gain on other sales mainly consisted of net amount retained from sales of materials, property, plant and equipment and scraps. For the three months and nine months ended September 30, 2013, gain on other sales amounted to $5.0 million and $6.8 million, respectively, as compared to $0.7 million and $2.6 million, respectively, for the same periods of 2012. In the third quarter of 2013, the Company sold part of its land use rights and recognized a the gain of $4.1 million, which represented the difference between the selling price of $4.6 million and the net book value of the land use rights of $0.5 million.

23.
Financial (income) expenses, net
 
During the three months and nine months ended September 30, 2013 and 2012, the Company recorded financial expenses, net which are summarized as follows (figures are in thousands of USD):
 
 
 
Three Months Ended September 30,
 
 
 
2013
 
2012
 
Interest expense
 
$
284
 
$
819
 
Interest income
 
 
(1,143)
 
 
(409)
 
Foreign exchange gain, net
 
 
24
 
 
5
 
Loss of note discount, net
 
 
(3)
 
 
(7)
 
Bank fees
 
 
149
 
 
29
 
Total financial (income) expense, net
 
$
(689)
 
$
437
 
 
 
 
Nine Months Ended September 30,
 
 
 
2013
 
2012
 
Coupon interest and make-whole redemption interest(1)
 
$
-
 
$
1,551
 
Interest expense
 
 
1,289
 
 
1,273
 
Interest income
 
 
(2,298)
 
 
(981)
 
Foreign exchange gain, net
 
 
71
 
 
(89)
 
Loss of note discount, net
 
 
9
 
 
(32)
 
Bank fees
 
 
549
 
 
128
 
Total financial (income) expense, net
 
$
(380)
 
$
1,850
 
 
(1)
On May 24, 2012, the Company and LBCCA Liquidator reached a settlement agreement. Under the terms of the settlement agreement, the Company redeemed all the remaining convertible notes on May 25, 2012, the redemption date. As a result, there was no coupon interest and make-whole redemption interest related to the convertible notes during the three months ended September 30, 2012 and the nine months ended September 30, 2013 (see Note 24).

24.
Gain and loss on change in fair value of derivative
 
On May 24, 2012, the Company and LBCCA Liquidator reached a settlement agreement. Under the terms of the settlement agreement, the Company redeemed all the remaining convertible notes on May 25, 2012, the redemption date. As a result, there was no gain or loss on change in fair value of derivative during the three months ended September 30, 2012 and the nine months ended September 30, 2013. During the nine months ended September 30, 2012, the Company recorded a loss on change in fair value of derivative of $0.4 million.
 
 
20

 
In February 2008, the Company issued to two accredited institutional investors, namely Lehman Brothers Commercial Corporation Asia Limited (“Lehman Brothers”) and YA Global Investments L.P (“YA Global”), convertible notes in the principal amount of $35.0 million, with a scheduled maturity date of February 15, 2013 (“convertible notes”).
 
The Company and YA Global reached a settlement agreement on April 8, 2009. Under the terms of the settlement agreement, the Company paid on April 15, 2009 a redemption amount of $5.0 million to YA Global and YA Global waived its entitlement to the Other Make Whole Amount (as defined in the convertible notes).
 
On March 1, 2011, the provisional liquidator acting on behalf of Lehman Brothers (“LBCCA Liquidator”) converted $6.4 million principal amount of the convertible notes at a conversion price of $7.0822 per share, and in turn the Company issued 907,708 shares of its common stock to LBCCA Liquidator.
 
On May 24, 2012, the Company and LBCCA Liquidator reached a settlement agreement. Under the terms of the settlement agreement, the Company redeemed all the remaining convertible notes and paid a redemption amount of $32.4 million to LBCCA Liquidator on May 25, 2012 (“Redemption Date”), including $23.6 million of principal and $8.8 million of interest. On the Redemption Date, the carrying value of the convertible notes was $33.8 million, including $23.6 million of principal, $0.6 million of coupon interest, $8.6 million of make-whole amount payable and $1.0 million of derivative liabilities related to the convertible notes. 
   
The Company’s derivative financial instruments (liabilities) consist of the compound embedded derivative that originated in connection with the above-mentioned convertible note payable and financing arrangement. Derivative liabilities are carried at fair value.
 
Changes in the fair value of compound derivative liabilities were recorded as a loss on change in fair value of derivative in the condensed unaudited consolidated statement of operations and comprehensive income for the nine months ended September 30, 2012. The following table summarizes the components of loss on change in fair value of derivative arising from fair value adjustments to compound derivative liabilities during the nine months ended September 30, 2012 (figures are in thousands of USD):
 
  
 
 
Nine Months Ended September 30, 2012
 
Balances at January 1
 
$
559
 
Decrease due to convertible notes conversion on May 25, 2012
 
 
(1,008)
 
Loss in fair value adjustments
 
 
449
 
Balances at September 30
 
$
-
 
 
Estimating fair values of derivative financial instruments requires the development of significant and subjective estimates that may, and are likely to, change over the duration of the instrument with related changes in internal and external market factors. In addition, option-based techniques are highly volatile and sensitive to changes in the trading market price of the Company's common stock, which has a high estimated volatility. As of January 1, 2012 and September 30, 2012, the Company calculated the fair value of derivative liabilities to be $0.6 million and $nil, respectively. During the nine months ended September 30, 2012, there was a change in the balance of the fair value of the Company’s derivative liabilities at the beginning and the end of the period, mainly due to changes in the price of the Company’s common stock. During the nine months ended September 30, 2012, the market price of the Company’s common stock rose to $3.82, comparing to $3.30 on January 1, 2012. Since the Company’s derivative liabilities consisted of a conversion option that was embedded in the convertible notes payable, the intrinsic value of the conversion option was sensitive to changes in the trading market price of the Company’s common stock. Since derivative financial instruments are initially and subsequently carried at fair values, the Company’s income or loss reflects the volatility in these estimate and assumption changes.
 
The Company’s embedded conversion option derivative represents the conversion option, term-extending option, certain redemption and put features in the Company’s convertible notes payable. The features embedded in the convertible notes were combined into one compound embedded derivative that the Company measured at fair value using the Monte Carlo valuation technique. Monte Carlo simulates multiple outcomes over the period to maturity using multiple assumption inputs. The following table sets forth (i) the range of inputs for each significant assumption and (ii) the equivalent, or averages, of each significant assumption as of May 25, 2012, the Redemption Date.
 
 
 
Range
 
 
 
 
 
May 25, 2012 Assumptions:
 
Low
 
High
 
Equivalent
 
Volatility
 
 
65.33
%
 
 
102.57
%
 
 
79.02
%
 
Market adjusted interest rates
 
 
5.89
%
 
 
17.95
%
 
 
11.97
%
 
Credit risk adjusted rates
 
 
16.87
%
 
 
16.87
%
 
 
16.87
%
 
Implied expected life (years)
 
 
-
 
 
 
-
 
 
 
0.73
 
 
 
 
21

 
The Monte Carlo technique requires the use of inputs that range across all levels in the fair value hierarchy. As a result, the technique is a Level 3 valuation technique in its entirety. The calculations of fair value utilized the Company’s trading market values on the calculation dates. The contractual conversion prices were adjusted to give effect to the value associated with the down-round and anti-dilution protection. Expected volatility for each interval in the Monte Carlo process was established based upon the Company’s historical volatility for historical periods consistent with the term of each interval in the calculation. Market adjusted interest rates give effect to expected trends or changes in market interest rates by reference to historical trends in LIBOR. Credit risk adjusted rates, or yields, were developed using bond curves, risk-free rates, market and industry adjustment factors for companies with similar credit standings as the Company’s.

25.
Income tax rate
 
The Company’s subsidiaries registered in the PRC are subject to state and local income taxes within the PRC at the applicable tax rate of 25% on the taxable income as reported in their PRC statutory financial statements in accordance with the relevant income tax laws applicable to foreign invested enterprise, unless preferential tax treatment is granted by local tax authorities. If the enterprise meets certain preferential terms according to the China income tax law, such as assessment as a “High & New Technology Enterprise” by the government, then, the enterprise will be subject to enterprise income tax at a rate of 15%. 
 
Pursuant to the New China Income Tax Law and the Implementing Rules (“New CIT”) which became effective as of January 1, 2008, dividends generated after January 1, 2008 and payable by a foreign-invested enterprise to its foreign investors will be subject to a 10% withholding tax if the foreign investors are considered as non-resident enterprises without any establishment or place within China or if the dividends payable have no connection with the establishment or place of the foreign investors within China, unless any such foreign investor’s jurisdiction of incorporation has a tax treaty with China that provides for a different withholding arrangement.
 
Genesis, the Company’s wholly-owned subsidiary and the direct holder of the equity interests in the Company’s subsidiaries in China, is incorporated in Hong Kong. According to the Mainland China and Hong Kong Taxation Arrangement, dividends paid by a foreign-invested enterprise in China to its direct holding company in Hong Kong will be subject to withholding tax at a rate of no more than 5%, if the foreign investor owns directly at least 25% of the shares of the foreign-invested enterprise. Under the New CIT, if Genesis is regarded as a non-resident enterprise and therefore is required to pay an additional 5% withholding tax for any dividends payable to it from the PRC subsidiaries.
 
According to PRC tax regulation, the Company should withhold income taxes for the profit distributed from the PRC subsidiaries to Genesis, the subsidiaries’ holding company incorporated in Hong Kong. The Company accounts for the profit that the PRC subsidiaries intended to distribute to Genesis as deferred tax liabilities. During the nine months ended September 30, 2013 and the year ended December 31, 2012, the Company recognized deferred tax liabilities of $0.05 million and $0.04 million for profit to be distributed to Genesis of $0.9 million and $0.8 million, respectively. The Company intended to re-invest the remaining undistributed profits generated from the PRC subsidiaries in those subsidiaries permanently. As of September 30, 2013 and December 31, 2012, the Company still has undistributed earnings of approximately $154.2 million and $124.8 million, respectively, from investment in the PRC subsidiaries that are considered permanently reinvested. Had the undistributed earnings been distributed to Genesis and not permanently reinvested, the tax provision as of September 30, 2013 and December 31, 2012 of approximately $7.7 million and $6.2 million, respectively, would have been recorded. Such undistributed profits will be reinvested in Genesis and not further distributed to the parent company incorporated in the United States going forward.
 
During 2008, Jiulong was awarded the title of “High & New Technology Enterprise” and, based on the PRC income tax law, it was subject to enterprise income tax at a rate of 15% for 2008, 2009 and 2010. In 2011, the Company passed the re-assessment of the government based on PRC income tax laws. Accordingly, the Company will continue to be taxed at the 15% tax rate in 2011, 2012 and 2013.
 
During 2008, Henglong was awarded the title of “High & New Technology Enterprise” and, based on the PRC income tax law, it was subject to enterprise income tax at a rate of 15% for 2008, 2009 and 2010. In 2011, the Company passed the re-assessment of the government, based on PRC income tax laws. Accordingly, it will continue to be taxed at the 15% tax rate in 2011, 2012 and 2013.
 
During 2009, Shenyang was awarded the title of “High & New Technology Enterprise” and, based on the PRC income tax law, it was subject to enterprise income tax at a rate of 15% for 2009, 2010 and 2011. In 2012, the Company passed the re-assessment of the government based on PRC income tax laws. Accordingly, it will continue to be taxed at the 15% tax rate in 2012, 2013 and 2014.
 
According to the New CIT, Wuhu has been subject to income tax at a rate of 11%, 12% and 12.5%, respectively, for 2010, 2011 and 2012. Wuhu was awarded the title of “High & New Technology Enterprise” and, based on the PRC income tax law, it will be subject to enterprise income tax at a rate of 15% for 2013 and 2014.
 
 
22

  
According to the New CIT, Jielong has been subject to tax at a rate of 12.5% in 2010 and 2011, and 25% in 2012 and 2013.
 
According to the New CIT, Hubei Henglong has been subject to tax at a rate of 12.5% from 2010 to 2012. In November 2011, Hubei Henglong was awarded the title of “High & New Technology Enterprise”, based on the PRC income tax law. Accordingly, it will be subject to enterprise income tax at a rate of 15% for 2013 and 2014.
 
According to the New CIT, USAI and Testing Center were exempted from income tax in 2009, and each has been subject to income tax at a rate of 12.5% in 2010 and 2011, and 25% in 2012 and 2013.
 
Chongqing Henglong was established in 2012. According to the New CIT, Chongqing Henglong is subject to income tax at a uniform rate of 25%. No provision for Chongqing Henglong is made as it had no assessable income for the three months and nine months ended September 30, 2013 and 2012. 
   
Based on Brazilian income tax laws, Brazil Henglong is subject to income tax at a uniform rate of 15%, and a resident legal person is subject to additional tax at a rate of 10% for the part of taxable income over $0.12 million (equivalent to BRL 0.24 million). The Company had no assessable income in Brazil for the three months and nine months ended September 30, 2013 and 2012.
 
The profits tax rate of Hong Kong is 16.5%. No provision for Hong Kong tax is made as Genesis is an investment holding company, and had no assessable income in Hong Kong for the three months and nine months ended September 30, 2013 and 2012.
 
The enterprise income tax rate of the United States is 35%. No provision for U.S. tax is made as the Company had no assessable income in the United States for the three months and nine months ended September 30, 2013 and 2012.
 
The effective tax rate decreased to 15.3% and 17.8%, respectively, for the three months and nine months ended September 30, 2013 from 16.9% and 18.5%, respectively, for the same periods in 2012, which was primarily due to an increase in the weight of pretax income of lower tax rate subsidiaries, such as Henglong, in the Company’s total pretax income during the three months and nine months ended September 30, 2013.

26.
Discontinued operations – Zhejiang
 
Zhejiang Henglong & Vie Pump-Manu Co., Ltd., “Zhejiang,” in which the Company owned 51% equity interest prior to its disposal in May 2012, was mainly engaged in the production and sales of power steering pumps. Given the power steering pump business has slowly lost its market share in the recent years due to market competition, lower market demand and replacement of hydraulic pressure steering by electric power steering, the Company sold its 51% equity interest in Zhejiang to Vie Group, the non-controlling shareholder of Zhejiang, on May 21, 2012, the “Zhejiang Sale”. Pursuant to ASC Topic 205-20, “Presentation of Financial Statements—Discontinued Operations”, the business of Zhejiang, the “Zhejiang business,” is considered as discontinued operations because: (a) the operations and cash flows of Zhejiang will be eliminated from the Company’s operations as the Company will not continue to purchase power steering pumps from Zhejiang starting from August 2012; and (b) the Company would not have the ability to influence the operation or financial policies of Zhejiang subsequent to the sale. Before the sale, Zhejiang was identified as a product sector for the sales of power steering pumps of the Company, please see Note 28 for the details of segment reporting. For the nine months ended September 30, 2012, the purchases from Zhejiang by the Company amounted to $0.4 million, which were eliminated for the preparation of the consolidated financial statements before the disposition of Zhejiang. There was no purchase from Zhejiang for the three months and nine months ended September 30, 2013.
 
The following table summarizes the results of the Zhejiang business included in the condensed unaudited consolidated statements of operations and comprehensive income as discontinued operations (figures are in thousands of USD).
 
 
 
Nine Months 
Ended September 30, 2012
 
Operational profit from component of discontinued operations, net of tax
 
$
157
 
Income from disposing component of discontinued operations, net of tax
 
 
2,494
 
Income from discontinued operations, net of tax
 
$
2,651
 
 
 
23

 
The following table summarizes the revenue and pretax profit of the Zhejiang business reported as discontinued operations (figures are in thousands of USD).