UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

 

FORM 10-Q

 

R QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the quarterly period ended June 30, 2017

 

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the transition period from ______ to ______.

 

Commission file number: 001-34393

 

CHINA AUTO LOGISTICS INC.

(Exact Name of Registrant as Specified in Its Charter)

 

Nevada   98-0657597
(State or Other Jurisdiction of
Incorporation or Organization)
  (I.R.S. Employer
Identification No.)
     
Floor 1 FTZ International Auto Mall    
86 Tianbao Avenue, Free Trade Zone    
Tianjin Province, The People’s Republic of China   300461
(Address of Principal Executive Offices)   (Zip Code)

 

(86) 22-2576-2771

(Registrant’s Telephone Number, Including Area Code)

 

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes  R  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  R  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 Smaller reporting company R
         
  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  R

 

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

 

Class   Outstanding at August 10, 2017
Common Stock, $.001 par value per share   4,034,394 shares

 

 

 

 

 

 

TABLE OF CONTENTS

 

  Page
   
PART I            FINANCIAL INFORMATION  
   
Item 1. Financial Statements 1
   
CONDENSED CONSOLIDATED BALANCE SHEETS 1
   
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED) 2
   
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (UNAUDITED) 3
   
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) 4
   
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) 5
   
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations 16
   
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 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 35

 

 

 

 

PART I        FINANCIAL INFORMATION

 

Item 1. Financial Statements

 

CHINA AUTO LOGISTICS INC.

 

CONDENSED CONSOLIDATED BALANCE SHEETS

 

    June 30,
2017 (Unaudited)
    December 31,
2016
 
ASSETS:            
Current assets:            
Cash and cash equivalents   $ 1,567,726     $ 3,004,932  
Restricted cash     16,033,081       22,703,835  
Receivable related to financing services, net     58,119,145       48,549,972  
Inventories     11,969,891       13,049,065  
Advances to suppliers, net     70,433,770       71,921,388  
Prepaid expenses     74,733       376,581  
Value added tax receivable     258,595       615,555  
Total current assets     158,456,941       160,221,328  
                 
Property, plant, and equipment, net     290,053       317,282  
Other assets     31,076       30,329  
Total assets   $ 158,778,070     $ 160,568,939  
                 
LIABILITIES AND SHAREHOLDERS’ EQUITY:                
Current liabilities:                
Lines of credit related to financing services   $ 54,632,818     $ 47,081,763  
Short term borrowings     15,493,837       12,961,389  
Accounts payable     5,825,052       365,120  
Notes payable to suppliers     18,445,044       25,922,779  
Accrued expenses     144,427       131,128  
Customer deposits     35,734,873       46,047,515  
Deferred revenue     58,121       48,171  
Due to former shareholder     2,004,787       1,956,625  
Due to director     1,856,684       1,550,745  
Payable to non controlling interest on de-registration of subsidiary     172,660       -  
Income tax payable     462,225       580,058  
Total current liabilities     134,830,528       136,645,293  
                 
Equity:                
China Auto Logistics Inc. shareholders’ equity:                
Preferred stock, $0.001 par value, 5,000,000 shares authorized, none issued and outstanding     -       -  
Common stock, $0.001 par value, 95,000,000 shares authorized, 4,034,394 shares issued and outstanding as of June 30, 2017 and December 31, 2016     4,034       4,034  
Additional paid-in capital     22,979,734       22,979,734  
Accumulated other comprehensive income     4,611,920       3,939,898  
Accumulated deficit     (3,840,921 )     (3,363,566 )
Total China Auto Logistics Inc. shareholders’ equity     23,754,767       23,560,100  
Noncontrolling interests     192,775       363,546  
Total equity     23,947,542       23,923,646  
                 
Total liabilities and shareholders’ equity   $ 158,778,070     $ 160,568,939  

 

The accompanying notes form an integral part of these condensed consolidated financial statements

 

  1  

 

 

CHINA AUTO LOGISTICS INC.

 

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)

 

    Three Months Ended
June 30,
    Six Months Ended
June 30,
 
    2017     2016     2017     2016  
                         
Net revenue   $ 138,758,902     $ 93,819,385     $ 249,292,683     $ 230,883,403  
Cost of revenue     138,237,315       93,173,641       248,307,202       229,286,547  
Gross profit     521,587       645,744       985,481       1,596,856  
                                 
Operating expenses:                                
Selling and marketing     194,785       168,224       377,383       352,305  
General and administrative     496,801       426,480       1,109,424       982,489  
Recovery from reserve for uncollectible receivable related to financing services     -       -       (290,353 )     (68,813 )
Total operating expenses     691,586       594,704       1,196,454       1,265,981  
                                 
(Loss) income from continuing operations     (169,999 )     51,040       (210,973 )     330,875  
                                 
Other income (expenses)                                
Interest income     13,689       18,113       29,958       214,463  
Interest expense     (223,561 )     (526,993 )     (429,905 )     (1,129,032 )
Gain on sale of property and equipment     -       -       -       2,707  
Miscellaneous     2,163       1,886       3,306       3,455  
Total other expenses     (207,709 )     (506,994 )     (396,641 )     (908,407 )
                                 
Loss from continuing operations before income taxes     (377,708 )     (455,954 )     (607,614 )     (577,532 )
                                 
Income tax (benefit) expense     (35,539 )     21,768       (130,118 )     87,737  
                                 
Net loss from continuing operations     (342,169 )     (477,722 )     (477,496 )     (665,269 )
                                 
Discontinued operations:                                
Income from operations of discontinued Airport Automall Automotive Services (including gain on disposal of $6,701,350 for the three months and six months ended June 30, 2016)     -       5,565,026       -       4,543,918  
Income tax benefit     -       (99,078 )     -       (246,791 )
Net income from discontinued operations     -       5,664,104       -       4,790,709  
                                 
Net (loss) income     (342,169 )     5,186,382       (477,496 )     4,125,440  
Less: Net (loss) income attributable to noncontrolling interests     (60 )     153       (141 )     128  
Net (loss) income attributable to shareholders of China Auto Logistics Inc.   $ (342,109 )   $ 5,186,229     $ (477,355 )   $ 4,125,312  
                                 
Net (loss) income attributable to shareholders of China Auto Logistics Inc.                                
– continuing operations   $ (342,109 )   $ (477,875 )   $ (477,355 )   $ (665,397 )
– discontinued operations     -       5,664,104       -       4,790,709  
    $ (342,109 )   $ 5,186,229     $ (477,355 )   $ 4,125,312  
                                 
(Loss) income per share attributable to shareholders of China Auto Logistics Inc. from                                
– continuing operations - basic and diluted   $ (0.08 )     (0.12 )   $ (0.12 )   $ (0.16 )
– discontinued operations - basic and diluted   $ -     $ 1.40     $ -     $ 1.19  
Total (loss) earnings per share attributable to shareholders of China Auto Logistics Inc.   $ (0.08 )     1.28       (0.12 )     1.03  
Weighted average number of common shares Outstanding                                
– basic and diluted     4,034,494       4,034,494       4,034,494       4,034,494  

 

The accompanying notes form an integral part of these condensed consolidated financial statements

 

  2  

 

 

CHINA AUTO LOGISTICS INC.

 

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (UNAUDITED)

 

    Three Months Ended
June 30,
    Six Months Ended
June 30,
 
    2017     2016     2017     2016  
                         
Net (loss) income   $ (342,169 )   $ 5,186,382     $ (477,496 )   $ 4,125,440  
                                 
Other comprehensive income (loss)                                
Foreign currency translation adjustments     460,256       (791,646 )     671,944       (639,152 )
                                 
Comprehensive income     118,087       4,394,736       194,448       3,486,288  
Less: Comprehensive income (loss) attributable to noncontrolling interests     66       158       (219 )     149  
                                 
Comprehensive income attributable to shareholders of China Auto Logistics Inc.   $ 118,021     $ 4,394,578     $ 194,667     $ 3,486,139  

 

The accompanying notes form an integral part of these condensed consolidated financial statements

 

  3  

 

 

CHINA AUTO LOGISTICS INC.

 

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

 

    Six Months Ended
June 30,
 
    2017     2016  
Cash flows from operating activities            
Net (loss) income   $ (477,496 )   $ 4,125,440  
Add: loss from discontinued operations     -       1,910,641  
                 
Adjustments to reconcile net (loss) income to net cash provided by (used in) operating activities                
Recovery on reserve for uncollectible receivable related to financing services     (290,353 )     (68,813 )
Depreciation on property, plant and equipment     44,037       35,721  
Gain on disposal of property and equipment     -       (5,702 )
Change in inventory reserve     -       (68,813 )
Change in reserve for advances to suppliers     -       (76,554 )
Gain on sale of Zhonghe     -       (6,701,350 )
                 
Changes in operating assets and liabilities:                
Restricted cash     7,089,935       (34,912,920 )
Accounts receivable     5,827       -  
Receivables related to financing services     (8,011,178 )     17,465,431  
Inventories     1,378,718       (7,387,423 )
Advances to suppliers     3,195,847       (54,067,994 )
Prepaid expenses, other current assets and other assets     305,936       (54,291 )
Value added tax receivable     366,487       (1,187,901 )
Other assets     -       (32,244 )
Accounts payable     5,380,426       2,110,661  
Line of credit related to financing services     6,344,863       (10,833,045 )
Notes payable to suppliers     (7,958,471 )     36,344,159  
Accrued expenses     10,810       429,317  
Accrued interest     -       897,826  
Customer deposits     (11,287,077 )     2,889,429  
Deferred revenue     8,634       (41,013 )
Income tax payable     (130,118 )     (62,549 )
Cash used in operating activities from continuing operations     (4,023,173 )     (49,291,987 )
Cash used in operating activities from discontinued operations     -       (1,299,109 )
Net cash used in operating activities     (4,023,173 )     (50,591,096 )
                 
Cash flows from investing activities                
Cash proceeds from sale of Zhonghe, net of cash at Zhonghe of $175,767 and amount owed to Zhonghe of $4,092,476     -       21,750,802  
Proceeds from disposal of property and equipment     -       8,563  
Purchase of property and equipment     (9,509 )     (336,327 )
Cash provided by investing activities from continuing operations     (9,509       21,423,038  
Cash provided by investing activities from discontinued operations     -       -  
Net cash (used in) provided by investing activities     (9,509 )     21,423,038  
                 
Cash flows from financing activities                
Bank overdraft     -       (2,117,974 )
Proceeds from short-term borrowings     17,327,841       80,346,450  
Repayments of short-term borrowings     (15,141,455 )     (52,438,207 )
Proceeds from director     356,198       384,826  
Cash provided by financing activities from continuing operations     2,542,584       26,175,095  
Cash provided by financing activities from discontinued operations     -       -  
Net cash provided by financing activities     2,542,584       26,175,095  
                 
Effect of exchange rate change on cash     52,892       (112,388 )
                 
Net decrease in cash and cash equivalents     (1,437,206 )     (3,105,351 )
                 
Cash and cash equivalents at the beginning of period     3,004,932       7,119,686  
Cash and cash equivalents at the end of period   $ 1,567,726     $ 4,014,335  
                 
Supplemental disclosure of cash flow information                
Interest paid   $ 976,415     $ 2,790,801  
Income taxes paid   $ -     $ 150,355  
                 
Non-cash activities:                
Increase in payable to non controlling interest on de-registration of subsidiary for reduction of non controlling interests in Equity as a result of de-registration of Ganghui   $ 172,660     $ -  
Assumption of outstanding payable to former owner of Zhonghe by Huitong to offset the sale price of Zhonghe   $ -     $ 36,755,594  

 

The accompanying notes form an integral part of these condensed consolidated financial statements

 

  4  

 

 

CHINA AUTO LOGISTICS INC.

 

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)

 

(1)       Organization, Nature of Business and Basis of Presentation, Going Concern, and Summary of Significant Accounting Policies

 

Organization, Nature of Business and Basis of Presentation

 

China Auto Logistics Inc. (the “ Company ” or “ China Auto ”) operates through its wholly-owned subsidiary Ever Auspicious International Limited, a Hong Kong corporation (“ HKCo .”), and its wholly-owned subsidiary Tianjin Seashore New District Shisheng Business Trading Group Co. Ltd. (“ Shisheng ”), a company established under the laws of the People’s Republic of China (“ PRC ”) and Shisheng’s wholly owned and majority owned subsidiary, Tianjin Hengjia Port Logistics Corp. (“ Hengjia ”).

 

On May 2, 2017, the Company de-registered its majority owned subsidiary, Tianjin Ganghui Information Technology Corp. (“ Ganghui ”) and transferred its assets to Shisheng. Ganghui has been inactive and had no substantial assets or operations. As of June 30, 2017, the Company had $172,660 payable to the 2% noncontrolling shareholder of Ganghui, which represented the noncontrolling shareholders’ share of Ganghui’s book value prior to the de-registration date.

 

The Company’s principal businesses include (i) sales of imported automobiles, (ii) financing services related to imported automobiles, and (iii) other services including automobile information websites and advertising services, and logistics services related to the automobile importing process and other automobile value added services, such as assistance with customs clearance, storage and nationwide delivery services.

 

The accompanying condensed consolidated balance sheet as of December 31, 2016, which has been derived from the audited consolidated financial statements and the accompanying unaudited condensed consolidated financial statements, has been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (the “ SEC ”). Certain information and note disclosures normally included in annual financial statements prepared in accordance with accounting principles generally accepted in the United States of America (“ U.S. GAAP ”) have been condensed or omitted pursuant to those rules and regulations and the Company believes that the disclosures made are adequate to make the information not misleading.

 

In the opinion of management, these condensed consolidated financial statements reflect all adjustments which are of a normal recurring nature and which are necessary to present fairly the financial position of China Auto as of June 30, 2017 and the results of its operations, and cash flows for the three-month and six-month periods ended June 30, 2017 and 2016. These condensed consolidated financial statements and related notes should be read in conjunction with the Company’s annual report on Form 10-K for the fiscal year ended December 31, 2016. The results of operations for the three-month and six-month periods ended June 30, 2017 are not necessarily indicative of the results which may be expected for the entire fiscal year.

 

The preparation of condensed consolidated financial statements in conformity with U.S. GAAP requires the Company to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

 

Going Concern

 

The Company incurred operating losses and had negative operating cash flows and may continue to generate negative cash flows as the Company implements its business plan for 2017. There can be no assurance that our continuing efforts to execute our business plan will be successful and that the Company will be able to continue as a going concern. Our net loss from continuing operations attributable to shareholders for the three months ended June 30, 2017 was $342,109 as compared to $477,875 for the three months ended June 30, 2016 and $477,355 and $665,397 for the six months ended June 30, 2017 and 2016, respectively.

 

Net cash used in operations from continuing operations during the six months ended June 30, 2017 was $4,023,173 and net cash used in operations from continuing operations during the six months ended June 30, 2016 was $49,291,987.

 

  5  

 

 

The Company does not currently have sufficient cash or commitments for financing to sustain its operations for the twelve months from the issuance date of these financial statements. The Company’s plan continues to be to develop new customer relationships and substantially increase the cash flows from operations and revenue derived from our products/services. If the Company’s revenues do not reach the level anticipated in our plan, the Company may require additional financing in order to execute our operating plan. If additional financing is required, the Company cannot predict whether this additional financing will be in the form of equity, debt, or another form, and the Company may not be able to obtain the necessary additional capital on a timely basis, on acceptable terms, or at all. In the event that financing sources are not available, or that the Company is unsuccessful in increasing its revenues and profits, the Company may be unable to implement its current plans for expansion, repay our debt obligations or respond to competitive pressures, any of which would have a material adverse effect on its business, prospects, financial condition and results of operations. These factors raise substantial doubt about the Company's ability to continue as a going concern. These condensed consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

 

Use of Estimates

 

The preparation of condensed consolidated financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, revenue and expenses in the condensed consolidated financial statements and accompanying notes. Significant accounting estimates reflected in the Company’s condensed consolidated financial statements include the collectibility of accounts receivable, the useful lives and impairment of property and equipment, goodwill and intangible assets, the valuation of deferred tax assets and inventories and the provisions for income taxes. Actual results could differ from those estimates.

 

Principles of Consolidation

 

The condensed consolidated financial statements include the financial statements of China Auto and its wholly-owned and majority-owned subsidiaries. All inter-company transactions and balances have been eliminated in preparation of the condensed consolidated financial statements.

 

Currency Reporting

 

The Company’s operations in the PRC use the local currency, Renminbi (“ RMB ”), as their functional currency, whereas amounts reported in the accompanying condensed consolidated financial statements and disclosures are stated in U.S. dollars, the reporting currency of the Company, unless stated otherwise. As such, the condensed consolidated balance sheets of the Company have been translated into U.S. dollars at the current rates as of June 30, 2017 and December 31, 2016 and the condensed consolidated statements of income have been translated into U.S. dollars at the weighted average rates during the periods the transactions were recognized.

 

The resulting foreign currency translation adjustments are recorded in determining other comprehensive income in the condensed consolidated statements of comprehensive income and as a separate component of equity in the condensed consolidated balance sheets.

 

Revenue Recognition

 

The Company’s main source of income was generated through (1) sales of automobiles, (2) service fees for assisting customers to get bank financing on purchases of automobiles, (3) web-based advertising services including fees from (i) displaying graphical advertisements on the Company websites and (ii) web-based listing services that allow customers to place automobile related information on the Company’s websites, and (4) automobile value added services. The Company recognizes revenue when there is persuasive evidence of an arrangement, delivery has occurred upon shipment or services have been rendered, the seller’s price to the buyer is fixed or determinable, and collectibility is reasonably assured.

 

The Company recognizes the sales of automobiles upon delivery and acceptance by the customers and where collectibility is reasonably assured.

 

Service revenue related to financing services is recognized ratably over the financing period.

 

Service fees for graphical advertisements on the Company’s websites are charged on a fixed fee basis. The Company recognizes the advertising revenue when the service is performed over the service term. The Company charges a monthly fee for listing services and recognizes the revenue when services are performed. The Company offers sales incentives to its customers in the form of (i) subscription exemption; (ii) discounted prices and (iii) free advertisements. The Company classifies sales incentives as a reduction of net revenues. Revenues, net of discounts and allowances, are recognized ratably over the service periods.

 

  6  

 

 

The Company recognizes revenue from automobile value added services when such services are performed.

 

Value added taxes (“ VAT ”) represent amounts collected on behalf of specific regulatory agencies that require remittance by a specified date. These amounts are collected at the time of sale and are detailed on invoices provided to customers. The Company accounts for VAT on a net basis. The Company recorded and paid business taxes based on a percentage of the net service revenues and reported the service revenue net of the business taxes and other sales related taxes.

 

Receivables Related to Financing Services

 

The Company records receivables related to financing services when cash is loaned to customers to finance their purchases of automobiles. Upon repayment by customers, the Company records the amounts as reductions of receivables related to financing services. Receivables related to financing services represent the aggregate outstanding balance of loans from customers related to their purchases of automobiles and are considered receivables held for investment. The Company charges a fee for providing loan services and such fees are prepaid by customers. The Company amortizes these fees over the receivable term, which is typically 90 days, using the straight-line method. The Company records such amortized amounts as financing fee income and the unamortized amount is classified as deferred revenue on the Company’s condensed consolidated balance sheets.

 

The Company evaluates the collectability of outstanding receivables at the end of each of the reporting periods and makes estimates for potential credit losses. Prior to 2015, the Company did not experience any losses on its receivable related to financing services. During the year ended December 31, 2016 and 2015, the Company experienced difficulties in collecting the receivable from a financing service customer, but the receivable was secured by certain imported automobiles. The Company took possession of these secured automobiles and sold them during the years ended December 31, 2016 and 2015. The sales proceeds were used to offset the outstanding receivable from this customer. During the six months ended June 30, 2017 and 2016, the Company recovered $290,353 and $68,813, respectively, from the reserve made in the previous periods. The Company will continue to pursue collecting the remaining receivable balance. As of June 30, 2017 and December 31, 2016, the Company recorded an allowance for uncollectible accounts receivable related to financing services in the amount of $2,811,055 and $3,031,554, respectively.

 

Inventories

 

Inventory is stated at the lower of cost (using the specific identification method) or market (net realizable). We continually evaluate the composition of our inventory, assessing slow-moving and ongoing products. Our products are comprised of the purchase cost of automobiles which declines in value over time. We continuously evaluate our inventory to determine the reserve amount for slow-moving inventory. As of June 30, 2017 and December 31, 2016, there was no reserve for obsolescence.

 

Basic and Diluted Loss Per Share

 

Basic loss per common share is computed by dividing net loss available to common stockholders by the weighted average number of common shares outstanding. Diluted loss per common share is computed similarly to basic earnings per common share, except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential common shares had been issued and if the additional common shares were dilutive. As of June 30, 2017 and 2016, the Company did not have any common stock equivalents, therefore, the basic loss per share is the same as the diluted loss per share.

 

New Accounting Standards

 

In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standard Update No. 2014-09 (ASU 2014-09) “Revenue from Contracts with Customers.” The standard’s core principle is that a reporting entity will recognize revenue when it transfers promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The standard will become effective for the Company beginning in the first quarter of 2018. Early adoption is permitted in 2017. Entities have the option of using either a full retrospective or a modified retrospective approach to adopt this new guidance. The FASB issued supplemental adoption guidance and clarification to ASU 2014-09 in March 2016, April 2016, May 2016, and December 2016 within ASU 2016-08 “Revenue from Contracts with Customers: Principal vs. Agent Considerations,” ASU 2016-10 “Revenue from Contracts with Customers: Identifying Performance Obligations and Licensing,” ASU 2016-12 “Revenue from Contracts with Customers: Narrow-Scope Improvements and Practical Expedients,” and ASU 2016-20 “Technical Corrections and Improvements to Topic 606, Revenue from Contracts with Customers,” respectively. The Company expects to adopt this standard using the modified retrospective approach beginning in the first quarter of 2018. The Company is in the process of evaluating the impact of adoption on its consolidated financial statements. The Company will continue to monitor additional modifications, clarifications or interpretations undertaken by the FASB that may impact our assessments.

 

  7  

 

 

In November 2015, the FASB issued ASU No. 2015-17, Income Taxes (Topic 740): Balance Sheet Classification of Deferred Taxes . Under ASU 2015-17, a reporting entity is required to classify deferred tax assets and liabilities as noncurrent in a classified statement of financial position. Current guidance requiring the offsetting of deferred tax assets and liabilities of a tax-paying component of an entity and presentation as a single noncurrent amount is not affected. The standard is effective for public entities for the annual periods beginning after December 15, 2016, and interim periods within those annual periods. Early adoption is permitted for financial statements as of the beginning of an interim or annual reporting period. Entities may apply the update prospectively to all deferred tax assets and liabilities, or retrospectively for all periods presented. The Company adopted this standard during the quarter ended March 31, 2017. The adoption of this ASU did not have a material effect on the Company’s consolidated financial statements.

 

The FASB issued ASU 2016-02, Leases (Topic 842) . ASU 2016-02 requires that a lessee recognize the assets and liabilities that arise from operating leases. A lessee should recognize in the statement of financial position a liability to make lease payments (the lease liability) and a right-of-use asset representing its right to use the underlying asset for the lease term. For leases with a term of 12 months or less, a lessee is permitted to make an accounting policy election by class of underlying asset not to recognize lease assets and lease liabilities. In transition, lessees and lessors are required to recognize and measure leases at the beginning of the earliest period presented using a modified retrospective approach. Public business entities should apply the amendments in ASU 2016-02 for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years (i.e., January 1, 2019, for a calendar year entity). Early application is permitted for all public business entities and all nonpublic business entities upon issuance. The Company has not yet determined the effect of the adoption of this standard on the Company’s consolidated financial position and results of operations.

 

In March 2016, the FASB issued Accounting Standard Update No. 2016-09 (ASU 2016-09) “Improvements to Employee Share-Based Payment Accounting.” ASU 2016-09 simplifies several aspects of employee share-based payment accounting, including the income tax consequences, classification of awards as either equity or liabilities and classification on the statement of cash flows. This guidance will become effective for us beginning in the first quarter of 2017. Early adoption is permitted. The Company adopted this standard during the quarter ended March 31, 2017. The adoption of this ASU did not have a material effect on the Company’s consolidated financial statements.

 

In June 2016, the FASB issued Accounting Standard Update No. 2016-13 (ASU 2016-13) “Measurement of Credit Losses on Financial Instruments.” ASU 2016-13 requires measurement and recognition of expected credit losses for financial assets held. This guidance will become effective for us beginning in the first quarter of 2020 and must be adopted using a modified retrospective approach, with certain exceptions. Early adoption is permitted beginning in the first quarter of 2019. The adoption of this standard is not expected to have a material impact on the Company’s consolidated financial statements.

 

In August 2016, the FASB issued Accounting Standards Update 2016-15 Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments. This update addresses whether to present certain specific cash flow items as operating, investing or financing activities. The amendments in this update are effective for public entities for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2017. Early adoption is permitted, including adoption in an interim period. The Company is currently assessing the impact of the future adoption of this standard on its consolidated Statements of Cash Flows.

 

In October 2016, the FASB issued Accounting Standards Update 2016-16 Income Taxes (Topic 740): Intra-Entity Transfers of Assets Other Than Inventory. This update removes the current exception in US GAAP prohibiting entities from recognizing current and deferred income tax expenses or benefits related to transfer of assets, other than inventory, within the consolidated entity. The current exception to defer the recognition of any tax impact on the transfer of inventory within the consolidated entity until it is sold to a third party remains unaffected. The amendments in this update are effective for public entities for annual reporting periods beginning after December 15, 2017. Early adoption is permitted and should be in the first interim period if an entity issues interim financial statements. The Company is in the process of evaluating the impact of adoption on its consolidated financial statements.

 

In November 2016, the FASB issued Accounting Standards Update 2016-18, Statement of Cash Flows (Topic 230), to require entities to show the changes in the total of cash, cash equivalents, restricted cash and restricted cash equivalents in the statement of cash flows. As a result, entities will no longer present transfers between cash and cash equivalents and restricted cash and restricted cash equivalents in the statement of cash flows. When cash, cash equivalents, restricted cash and restricted cash equivalents are presented in more than one line item on the balance sheet, the new guidance requires a reconciliation of the totals in the statement of cash flows to the related captions in the balance sheet. Entities will also have to disclose the nature of restricted cash and restricted cash equivalent balances. The new guidance will be effective for fiscal years beginning after December 15, 2017, including the interim periods within those years. Early adoption is permitted and the new guidance is applied retrospectively. The Company is in the process of evaluating the impact of adoption on its consolidated statement of cash flows and disclosures.

 

  8  

 

 

The Company is not aware of any recently issued accounting pronouncements that, when adopted, will have a material effect on the Company’s financial position, results of operations or cash flows.

 

(2)       Restricted Cash

 

Restricted cash consists of cash which is not available for use in the Company’s operations and is summarized as follows:

 

    June 30,     December 31,  
    2017     2016  
             
Collateral for bank’s issuance of letters of credit to the Company’s customers   $ 3,490,451     $ 2,541,674  
Collateral for notes payable to suppliers     12,542,630       20,162,161  
    $ 16,033,081     $ 22,703,835  

 

(3)       Property and Equipment

 

A summary of property and equipment is as follows:

 

    June 30,     December 31,  
    2017     2016  
             
Computers     83,541       72,134  
Office equipment, furniture and fixtures     45,868       44,766  
Leasehold improvements     153,014       149,338  
Automobiles     1,064,253       1,038,686  
      1,346,676       1,304,924  
Less: Accumulated depreciation and amortization     (1,056,623 )     (987,642 )
    $ 290,053     $ 317,282  

 

Depreciation and amortization expenses for property and equipment amounted to approximately $21,158 and $26,488 for the three months ended June 30, 2017 and 2016, respectively, and $44,037 and $35,721 for the six months ended June 30, 2017 and 2016, respectively.

 

(4)       Bank Overdraft

 

In December 2016, the Company entered into an overdraft agreement with PuDong Development Bank. Under the terms of the agreement, the Company can draw on its bank account up to $2,213,405 (RMB15,000,000) in excess of the funds on deposit. The overdraft amount is subject to an annual interest rate of 6% and the maximum overdraft period cannot exceed 89 days. The overdraft agreement is guaranteed by Mr. Tong Shiping, the Company’s Chairman, President and CEO, Ms. Cheng Weihong, a Director and Senior Vice President of the Company, and a non-related entity which is a supplier of the Company, and matures in December 2017. There were no outstanding overdraft balances as of June 30, 2017 or December 31, 2016.

 

(5)       Lines of Credit Related to Financing Services

 

The Company provides financing services to its customers using the Company’s bank facility lines of credit. The Company earns a service fee for drawing its facility lines related to its customers’ purchases of automobiles and payment of import taxes. Customers bear all the interest and fees charged by the banks and prepay those fees upon the execution of their service contracts with the Company. Customers are also required to make a deposit in the range of 10% to 15% of the purchase price of the automobiles. If customers default on payment, the banks take custody of the automobiles until the borrowings are fully repaid.

 

  9  

 

 

Interest charged by the banks for draws on these facility lines of credit is classified as cost of revenue in the consolidated statements of operations. Interest expense related to these lines of credit was $566,985 and $554,735 for the three months ended June 30, 2017 and 2016, respectively, and $1,032,025 and $1,231,602 for the six months ended June 30, 2017 and 2016, respectively.

 

A summary of the Company’s lines of credit related to financing services follows:

 

Agricultural Bank of China

 

In September 2016 the Company entered into a facility line of credit agreement with Agricultural Bank of China, pursuant to which the Company can borrow a maximum amount of $70,828,970 (RMB480,000,000). This facility line of credit is guaranteed by five non-related entities, which are customers, suppliers or both. Borrowings under this facility line of credit bore interest at rates ranging from 3.60% to 6.22% per annum, and were repayable within 3 months to 4 months from the date of the drawing. As of June 30, 2017 and December 31, 2016, the Company had outstanding balances of $33,820,206 and $28,926,623, respectively, under this facility line of credit. This facility matures in September 2017.

 

PuDong Development Bank

 

In December 2016, the Company entered into a facility line of credit agreement with PuDong Development Bank, pursuant to which the Company can borrow a maximum amount of $17,707,243 (RMB120,000,000). Borrowings under this facility line of credit bear interest at rates ranging from 4.43% to 5.95% per annum, and are repayable within 3 months from the dates of drawing. As of June 30, 2017 and December 31, 2016, the Company had outstanding balances of $6,997,869 and $7,156,970, respectively, under this facility line of credit. This facility line of credit is guaranteed by Ms. Cheng Weihong, a Director and Senior Vice President of the Company, and two non-related entity, which are suppliers of the Company, and matures in December 2017.

 

China Zheshang Bank

 

In August 2016, the Company entered into a facility line of credit agreement with China Zheshang Bank, pursuant to which the Company can borrow a maximum amount of $32,463,278 (RMB220,000,000). This facility line of credit is guaranteed by (i) Mr. Tong Shiping, the Company’s Chairman, President and CEO, (ii) Ms. Cheng Weihong, a Director and Senior Vice President of the Company, (iii) Tianjin Binhai International Automall Ltd. Co., a customer, (iv) Kai Li Xing Kong Real Property Ltd., Co., an entity majorly owned by Ms. Cheng Weihong (v) Zhonghe, the Company’s former subsidiary, and (vi) Hezhong (Tianjin) International Development Ltd. Co., the former owner of Zhonghe. Borrowings under this facility line of credit bear interest at a rate of 4.5% per annum, and are repayable within 3 months to 6 months from the dates of drawing. As of June 30, 2017 and December 31, 2016, the Company had outstanding balances of $5,234,095 and $7,045,426, respectively, under this facility line of credit. This facility matures in August 2017.

 

Shengjing Bank

 

In November 2016, the Company entered into a facility line of credit agreement with Shengjing Bank, pursuant to which the Company can borrow a maximum amount of $7,378,018 (RMB50,000,000). This facility line of credit is guaranteed by (i) Mr. Tong Shiping, the Company’s Chairman, President and CEO, (ii) Ms. Cheng Weihong, a Director and Senior Vice President of the Company, and (iii) Tianjin Ning Chuan International Trading co., Ltd., a supplier. Borrowings under this facility line of credit bear interest at a rate of 5.3% per annum, and are repayable within 3 months to 6 months from the dates of drawing. As of June 30, 2017 and December 31, 2016, the Company had outstanding balances of $4,759,181 and $3,952,744 under this facility line of credit. This facility matures in November 2017.

 

Bank of Heibei

 

In March 2017, the Company entered into a facility line of credit agreement with Bank of Heibei, pursuant to which the Company can borrow a maximum amount of $7,378,018 (RMB50,000,000). This facility line of credit is guaranteed by (i) Mr. Tong Shiping, the Company’s Chairman, President and CEO, (ii) Ms. Cheng Weihong, a Director and Senior Vice President of the Company, and (iii) Tianjin Binhai International Automall Ltd. Co., a customer. Borrowings under this facility line of credit bear interest at a rate of 4.5% per annum, and are repayable within 3 months to 6 months from the dates of drawing. As of June 30, 2017, the Company had outstanding balances of $3,821,467 under this facility line of credit. This facility matures in March 2018.

 

  10  

 

 

( 6 )        Short Term Borrowings

 

Agricultural Bank of China

 

In June 2016, the Company entered into two working capital loan agreements with Agricultural Bank of China to obtain short term financing. Under the terms of these agreements, the Company can borrow up to $6,336,679 (RMB44,000,000). One of the loan agreements in the amount of $576,062 (RMB4,000,000) expired in September 2016 and the outstanding balance was repaid. The other loan agreement had an outstanding balance of $5,760,618 (RMB 40,000,000) as of December 31, 2016, matured in June 2017 and was repaid in June 2017. These loan agreement bore interest at a rate of 4.785% per annum, matured in June 2017, and was guaranteed by (i) Tianjin Binhai International Automall Ltd. Co., a customer, and (ii) Tianjin Ning Chuan International Trading Ltd. Co., a supplier, (iii) Tianjin Jing Dian Automobile Sales Information Ltd. Co., a supplier, (iv) Tianjin Shi Mao International Trading Ltd. Co., a supplier, and (v) Tianjin Ying Zhi Jie International Logistics Ltd. Co., a supplier.

 

In June 2017, the Company entered into a loan agreement with Agricultural Bank of China to obtain short term financing. Under the terms of this agreement, the Company can borrow up to $5,164,612 (RMB35,000,000). Borrowings under this loan agreement bear interest at a rate of 4.79% for a borrowing period of one year and are guaranteed by (i) Tianjin Binhai International Automall Ltd. Co., a customer, and (ii) Tianjin Ning Chuan International Trading Ltd. Co., a supplier, (iii) Tianjin Jing Dian Automobile Sales Information Ltd. Co., a supplier, (iv) Tianjin Shi Mao International Trading Ltd. Co., a supplier, and (v) Tianjin Ying Zhi Jie International Logistics Ltd. Co., a supplier. The total outstanding balance of these agreements was $5,164,612 and $0 as of June 30, 2017 and December 31, 2016, respectively. This loan matures in June 2018.

 

China Zheshang Bank

 

In July and August 2016, the Company entered into five loan agreements with China Zheshang Bank. Under the terms of these agreements, the Company borrowed an aggregate amount of $4,320,463 (RMB30,000,000). Borrowings under these loan agreements bore interest at a rate of 5.655% for a borrowing period of six months and are guaranteed by (i) Mr. Tong Shiping, the Company’s Chairman, President and CEO, (ii) Ms. Cheng Weihong, a Director and Senior Vice President of the Company, (iii) Tianjin Binhai International Automall Ltd. Co., a customer, (iv) Kai Li Xing Kong Real Property Ltd., Co., an entity majorly owned by Ms. Cheng Weihong (v) Zhonghe, the Company’s former subsidiary, and (vi) Hezhong (Tianjin) International Development Ltd. Co., the former owner of Zhonghe. The total outstanding balance of these agreements was $0 and $4,320,463 as of June 30, 2017 and December 31, 2016, respectively. These loans matured in January and February 2017.

 

In November and December 2016, the Company entered into three loan agreements with China Zheshang Bank. Under the terms of these agreements, the Company borrowed an aggregate amount of $2,880,308 (RMB20,000,000). Borrowings under these loan agreements bore interest at a rate of 5.81% for a borrowing period of six months and are guaranteed by (i) Mr. Tong Shiping, the Company’s Chairman, President and CEO, (ii) Ms. Cheng Weihong, a Director and Senior Vice President of the Company, (iii) Tianjin Binhai International Automall Ltd. Co., a customer, (iv) Kai Li Xing Kong Real Property Ltd., Co., an entity majorly owned by Ms. Cheng Weihong (v) Zhonghe, the Company’s former subsidiary, and (vi) Hezhong (Tianjin) International Development Ltd. Co., the former owner of Zhonghe. The total outstanding balance of these agreements was $0 and $2,880,308 as of June 30, 2017 and December 31, 2016, respectively. These loans matured in May and June 2017.

 

In January and February 2017, the Company entered into five loan agreements with China Zheshang Bank. Under the terms of these agreements, the Company borrowed an aggregate amount of $4,426,811 (RMB30,000,000). Borrowings under these loan agreements bear interest at rates ranging between 5.66% and 5.81% for a borrowing period of six months. The Company repaid three of the loans in an aggregate amount of $2,065,845 (RMB14,000,000) earlier in June 2017. These loans are guaranteed by (i) Mr. Tong Shiping, the Company’s Chairman, President and CEO, (ii) Ms. Cheng Weihong, a Director and Senior Vice President of the Company, (iii) Tianjin Binhai International Automall Ltd. Co., a customer, (iv) Kai Li Xing Kong Real Property Ltd., Co., an entity majorly owned by Ms. Cheng Weihong (v) Zhonghe, the Company’s former subsidiary, and (vi) Hezhong (Tianjin) International Development Ltd. Co., the former owner of Zhonghe. The total outstanding balance of these agreements was $2,360,966 and $0 as of June 30, 2017 and December 31, 2016, respectively. One loan matured in July 2017 with the remainder maturing in August 2017.

 

In April 2017, the Company entered into a loan agreements with China Zheshang Bank. Under the terms of this loan agreement, the Company borrowed an amount of $2,951,207 (RMB20,000,000). Borrowings under a loan agreement bear interest at a rate of 5% for a borrowing period of six months and are guaranteed by (i) Mr. Tong Shiping, the Company’s Chairman, President and CEO, (ii) Ms. Cheng Weihong, a Director and Senior Vice President of the Company, (iii) Tianjin Binhai International Automall Ltd. Co., a customer, (iv) Kai Li Xing Kong Real Property Ltd., Co., an entity majorly owned by Ms. Cheng Weihong (v) Zhonghe, the Company’s former subsidiary, and (vi) Hezhong (Tianjin) International Development Ltd. Co., the former owner of Zhonghe. The total outstanding balance of these agreements was $2,951,207 as of June 30, 2017. These loans mature in January 2018.

 

  11  

 

 

In June 2017, the Company entered into three loan agreements with China Zheshang Bank. Under the terms of these agreements, the Company borrowed an aggregate amount of $2,951,207 (RMB20,000,000). Borrowings under these loan agreements bear interest at rates ranging from 5.79% to 5.81% for a borrowing period of six months and are guaranteed by (i) Mr. Tong Shiping, the Company’s Chairman, President and CEO, (ii) Ms. Cheng Weihong, a Director and Senior Vice President of the Company, (iii) Tianjin Binhai International Automall Ltd. Co., a customer, (iv) Kai Li Xing Kong Real Property Ltd., Co., an entity majorly owned by Ms. Cheng Weihong (v) Zhonghe, the Company’s former subsidiary, and (vi) Hezhong (Tianjin) International Development Ltd. Co., the former owner of Zhonghe. The total outstanding balance of these agreements was $2,951,207 as of June 30, 2017. These loans mature in November and December 2017.

 

In June 2017, the Company entered into three loan agreements with China Zheshang Bank. Under the terms of these agreements, the Company borrowed an aggregate amount of $2,065,845 (RMB14,000,000). Borrowings under these loan agreements bear interest at a rate of 5.79% for a borrowing period of six months and are guaranteed by (i) Mr. Tong Shiping, the Company’s Chairman, President and CEO, (ii) Ms. Cheng Weihong, a Director and Senior Vice President of the Company, (iii) Tianjin Binhai International Automall Ltd. Co., a customer, (iv) Kai Li Xing Kong Real Property Ltd., Co., an entity majorly owned by Ms. Cheng Weihong (v) Zhonghe, the Company’s former subsidiary, and (vi) Hezhong (Tianjin) International Development Ltd. Co., the former owner of Zhonghe. The total outstanding balance of these agreements was $2,065,845 as of June 30, 2017. These loans mature in December 2017.

 

(7)       Notes Payable to Suppliers

 

From time to time, the Company issues notes payable to suppliers, which are guaranteed by various banks. The terms of these notes payable vary depending on the negotiations with the suppliers. Typical terms are in the range of three to six months. Prior to the expiration dates of the notes, the note holders can present these notes to the banks to draw on the note amounts if the Company does not settle the outstanding amount payable to these suppliers. The Company is subject to a bank fee of 0.05% on notes payable amounts.

 

Bank of Jinzhou

 

As of June 30, 2017, the Company had nine outstanding notes payable to suppliers, which matured in July 2017, in an aggregate amount of $6,640,216 (RMB45,000,000), the payment of which was guaranteed by Bank of Jinzhou for a period of six months. The Company was required to maintain 100% of the note amounts, or $6,640,216 (RMB45,000,000) as guaranteed funds, which was classified as restricted cash as of June 30, 2017.

 

As of June 30, 2017, the Company had thirty-one outstanding notes payable to suppliers, which matured in November and December 2017, in an aggregate amount of $11,804,828 (RMB80,000,000), the payment of which was guaranteed by Bank of Jinzhou for a period of six months. The Company was required to maintain approximately 50% of the note amounts, or $5,902,414 (RMB40,000,000) as guaranteed funds, which was classified as restricted cash as of June 30, 2017. These notes are guaranteed by (i) Mr. Tong Shiping, the Company’s Chairman, President and CEO, (ii) Ms. Cheng Weihong, a Director and Senior Vice President of the Company, (iii) Tianjin Jing Dian Automobile Sales Information Ltd. Co., a supplier, (iv) Tianjin Ning Chuan International Trading Ltd. Co., a supplier,, and (v) Tianjin Ying Zhi Jie International Logistics Ltd. Co., a supplier.

 

The purpose of these arrangements is to provide additional time for the Company to remit payments while ensuring that suppliers do not bear any credit risk, since the suppliers’ payments are guaranteed by the banks.

 

(8)       Major Customers and Suppliers

 

The following table discloses the major customers who individually accounted for over 10% of our total net sales during the three and six months ended June 30, 2017 and 2016, respectively:

 

    As a Percentage of Our
Total Net Revenues
 
    Three Months Ended
June 30,
    Six Months Ended
June 30,
 
    2017     2016     2017     2016  
Tianjin Jing Dian Automobile Sales Information Ltd. Co.     15 %     30 %     14 %     30 %
Tianjin Binhai International Automall Ltd. Co.     14 %     **       17 %     12 %

 

  12  

 

 

The following table sets out our major suppliers who individually accounted for more than 10% of our total net purchases during the three and six months ended June 30, 2017 and 2016, respectively :

 

    As a Percentage of Our
Total Net Purchases
 
    Three Months Ended
June 30,
    Six Months Ended
June 30,
 
    2017     2016     2017     2016  
Tianjin Shi Mao International International Trading Ltd. Co.     10 %     20 %     **       20 %
Tianjin Ying Zhi Jie International Logistics Ltd. Co.     10 %     13 %     10 %     15 %

 

** Accounted for less than 10% of our total net purchases.

 

(9)       Retained earnings

 

According to the Law of the PRC on Enterprises with Wholly-Owned Foreign Investment, the Company PRC’s subsidiaries are required to make appropriations from after-tax profits as determined under accounting principles generally accepted in the PRC (“ PRC GAAP ”) to non-distributable reserves. These reserve funds include one or more of the following: (i) a general reserve, (ii) an enterprise expansion reserve and (iii) a staff bonus and welfare fund. A wholly-owned PRC subsidiary is not required to make appropriations to the enterprise expansion reserve but annual appropriations to the general reserve are required to be made at 10% of the profit after tax as determined under PRC GAAP at each year-end, until such fund has reached 50% of its respective registered capital. The staff welfare and bonus reserve is determined by the board of directors. The general reserve is used to offset future losses. The subsidiary may, upon a resolution passed by the stockholders, convert the general reserve into capital. The staff welfare and bonus reserve are used for the collective welfare of the employees of the subsidiary. The enterprise expansion reserve is for the expansion of the subsidiary operations and can be converted to capital subject to approval by the relevant authorities. These reserves represent appropriations of the retained earnings determined in accordance with Chinese law.

 

In addition to the general reserve, the Company’s PRC subsidiaries are required to obtain approval from the local PRC government prior to distributing any registered share capital. Accordingly, both the appropriations to general reserve and the registered share capital of the Company’s PRC subsidiary are considered as restricted net assets and are not distributable as cash dividends. As of June 30, 2017 and December 31, 2016, the Company’s statutory reserve fund was approximately $1,625,000 and $2,317,000, respectively.

 

(10)       Related Party Balances and Transactions

 

Ms. Cheng Weihong (the Senior Vice President and Chairwoman of Shisheng and wife of China Auto’s President and Chief Executive Officer, Mr. Tong Shiping) made non-interest bearing loans to the Company from time to time to meet working capital needs of the Company. For the six months ended June 30, 2017 and 2016, the Company made aggregate borrowings from Ms. Cheng Weihong of $356,198 and $384,826, respectively, and made repayments of $0 and $0 to Ms. Cheng Weihong. As of June 30, 2017 and December 31, 2016, the outstanding balances due to Ms. Cheng Weihong were $1,856,684 and $1,550,745, respectively.

 

The Company’s former shareholder, Sino Peace Limited, paid certain accrued expenses in the previous years on behalf of the Company. The amounts of $2,004,787 and $1,956,625 were outstanding as payable related to prior years’ professional fees on the consolidated balance sheets as of June 30, 2017 and December 31, 2016, respectively. In January 2015, December 2016, and February 2017, the Company received notification from an individual who claimed to be the owner of St. George International Limited ("St. George") and made a claim that the debt owed to Sino Peace by the Company had been transferred to St. George. However, the Company neither received any evidence to support such assignment nor any notification from the owner of Sino Peace that Sino Peace was transferring its legal right of collecting the receivable from the Company to St. George. The Company has been unable to locate the owner of Sino Peace to confirm such transfer and therefore considers such claim by St. George legally unbinding at this time.

 

The balances as discussed above as of June 30, 2017 and December 31, 2016 are interest-free, unsecured and have no fixed term of repayment. During the six months ended June 30, 2017 and 2016, there was no imputed interest charged in relation to these balances.

 

Mr. Tong Shiping and Ms. Cheng Weihong personally guarantee borrowings on various lines of credit related to our financing services and short-term borrowings.

 

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(11)       Segment Information

 

The Company has three principal operating segments: (1) sales of automobiles, (2) financing services, and, (3) other services. These operating segments were determined based on the nature of the services offered. Operating segments are defined as components of an enterprise about which separate financial information is available and that is evaluated regularly by the chief operating decision maker in deciding how to allocate resources and in assessing performance. The Company’s chief executive officer and chief operating officer have been identified as the chief operating decision makers. The Company’s chief operating decision makers direct the allocation of resources to operating segments based on the profitability and cash flows of each respective segment.

 

The Company evaluates performance based on several factors, including net revenue, cost of revenue, operating expenses, and income from operations. The following tables show the continuing operations of the Company’s operating segments:

 

Three Months Ended June 30, 2017

 

    Sales of     Financing     Other              
    Automobiles     Services     Services     Corporate     Total  
                               
Net revenue   $ 137,892,079     $ 861,173     $ 5,650     $ -     $ 138,758,902  
Cost of revenue     137,670,330       566,985       -       -       138,237,315  
                                         
Operating expenses                                        
Selling and marketing     92,523       92,523       9,739       -       194,785  
General and administrative     59,616       59,616       4,968       372,601       496,801  
Total operating expenses     152,139       152,139       14,707       372,601       691,586  
Income (loss) from  operations   $ 69,610     $ 142,049     $ (9,057 )   $ (372,601 )   $ (169,999 )
Depreciation and Amortization   $ 7,715     $ 7,715     $ 2,319     $ 4,408     $ 22,157  

 

Three Months Ended June 30, 2016

 

    Sales of     Financing     Other              
    Automobiles     Services     Services     Corporate     Total  
                               
Net revenue   $ 92,774,929     $ 1,027,280     $ 17,176     $ -     $ 93,819,385  
Cost of revenue     92,618,906       554,735       -       -       93,173,641  
                                         
Operating expenses                                        
Selling and marketing     71,496       71,495       8,411         16,822       168,224  
General and administrative     58,694       58,693       8,385       300,708       426,480  
Total operating expenses     130,190       130,188       16,796       317,530       594,704  
Income (loss) from continuing operations   $ 25,833     $ 342,357     $ 380     $ (317,530 )   $ 51,040  
Depreciation and Amortization   $ 10,551     $ 7,930     $ 3,474     $ 4,533     $ 26,488  

 

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Six Months Ended June 30, 2017

 

    Sales of     Financing     Other              
    Automobiles     Services     Services     Corporate     Total  
                               
Net revenue   $ 247,687,133     $ 1,599,105     $ 6,445     $ -     $ 249,292,683  
Cost of revenue     247,275,177       1,032,025       -       -       248,307,202  
                                         
Operating expenses                                        
Selling and marketing     179,257       179,257       18,869       -       377,383  
General and administrative     133,131       133,131       11,094       832,068       1,109,424  
Recovery on reserve for uncollectible receivable related to financing services     -       (290,353 )     -       -       (290,353 )
Total operating expenses     312,388       22,035       29,963       832,068       1,196,454  
Income (loss) from  operations   $ 99,568     $ 545,045     $ (23,518 )   $ (832,068 )   $ (210,973 )
Depreciation and Amortization   $ 15,333     $ 15,333     $ 4,609     $ 8,762     $ 44,037  

 

Six Months Ended June 30, 2016

 

    Sales of     Financing     Other              
    Automobiles     Services     Services     Corporate     Total  
                               
Net revenue   $ 228,610,421     $ 2,247,882     $ 25,100     $ -     $ 230,883,403  
Cost of revenue     228,054,945       1,231,602       -       -       229,286,547  
                                         
Operating expenses                                        
Selling and marketing     149,731       149,729       17,615       35,230       352,305  
General and administrative     130,129       198,940       18,590       634,830       982,489  
Recovery on reserve for uncollectible  receivable related to financing services     -       (68,813 )     -       -       (68,813 )
Total operating expenses     279,860       279,856       36,205       670,060       1,265,981  
Income (loss) from continuing operations   $ 275,616     $ 736,424     $ (11,105 )   $ (670,060 )   $ 330,875  
Depreciation and Amortization   $ 15,897     $ 9,350     $ 5,131     $ 5,343     $ 35,721  

 

Following are total assets by segment:

 

Total Assets

 

    Sales of     Financing     Other              
    Automobiles     Services     Services     Corporate     Total  
                               
As of June 30, 2017   $ 96,011,247     $ 62,509,749     $ 18,240     $ 238,834     $ 158,778,070  
As of December 31, 2016   $ 107,042,952     $ 53,135,295     $ 57,501     $ 333,191     $ 160,568,939  

 

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

 

Except as otherwise indicated by the context, references in this Quarterly Report to “we,” “us,” “our” or the “Company” are to the consolidated businesses of China Auto Logistics Inc. and its wholly-owned direct and indirect subsidiaries and majority-owned subsidiaries, except that references to “our common stock” or “our capital stock” or similar terms refer to the common stock, par value $0.001 per share, of China Auto Logistics Inc., a Nevada corporation (the “ Registrant ”). “China” or “PRC” refers to the People’s Republic of China. References to “RMB” refer to the Chinese Renminbi, the currency of the primary economic environment in which the Company operates.

 

Management's Discussion and Analysis of Financial Condition and Results of Operations (“ MD&A ”) is designed to provide information that is supplemental to, and should be read together with, the Company’s condensed consolidated financial statements and the accompanying notes contained in this Quarterly Report. Information in this Item 2 is intended to assist the reader in obtaining an understanding of the condensed consolidated financial statements, the changes in certain key items in those financial statements from quarter to quarter, the primary factors that accounted for those changes, and any known trends or uncertainties that the Company is aware of that may have a material effect on the Company’s future performance, as well as how certain accounting principles affect the condensed consolidated financial statements.

 

Forward Looking Statements

 

This periodic report contains certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 with respect to the financial condition, results of operations, business strategies, operating efficiencies or synergies, competitive positions, growth opportunities for existing products, plans and objectives of management. Statements in this periodic report that are not historical facts are hereby identified as “forward-looking statements” for the purpose of the safe harbor provided by Section 21E of the Exchange Act and Section 27A of the Securities Act. Generally, the words “believes,” “anticipates,” “may,” “will,” “should,” “expects,” “intends,” “estimates,” “continues” and similar expressions or the negative thereof or comparable terminology are intended to identify forward-looking statements. Such statements are subject to certain risks and uncertainties, including the matters set forth in this report or other reports or documents we file with the SEC from time to time, which could cause actual results or outcomes to differ materially from those projected.

 

Prospective shareholders should understand that several factors govern whether any forward-looking statements contained herein will be or can be achieved. Any one of those factors could cause actual results to differ materially from those projected herein. These forward-looking statements include plans and objectives of management for future operations, including plans and objectives relating to the products and the future economic performance of the Company. Assumptions relating to the foregoing involve judgments with respect to, among other things, future economic, competitive and market conditions, future business decisions, and the time and money required to successfully complete development projects, all of which are difficult or impossible to predict accurately and many of which are beyond the control of the Company. Although we believe that the assumptions underlying the forward-looking statements contained herein are reasonable, any of those assumptions could prove inaccurate and, therefore, there can be no assurance that the results contemplated in any of the forward-looking statements contained herein will be realized. Based on actual experience and business development, the Company may alter its marketing, capital expenditure plans or other budgets, which may in turn affect the Company’s results of operations. In light of the significant uncertainties inherent in the forward-looking statements included herein, the inclusion of any such statement should not be regarded as a representation by the Company or any other person that the objectives or plans of the Company will be achieved. Undue reliance should not be placed on these forward-looking statements, which speak only as of the date hereof. We undertake no obligation to update these forward-looking statements.

 

The following discussion of our financial condition and results of operations is based upon and should be read in conjunction with our condensed consolidated financial statements and their related notes included in this Quarterly Report and our Annual Report on Form 10-K as filed with the SEC for the year ended December 31, 2016.

 

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Business Overview

 

The Company’s principal businesses include (i) sales of imported automobiles, (ii) financing services related to imported automobiles, and (iii) other services including automobile information websites, advertising services, logistics services related to the automobile importing process and other automobile value added services, such as assistance with customs clearance, storage and nationwide delivery services. Shisheng provides financing services (“ Financing Services ”) while our other majority owned subsidiary, Hengjia provides other services (“ Other Services ”) such as (i) web-based advertising services through two websites (ii) nationwide delivery services, and (iii) customs clearance. The websites provide subscribers with up to date sales and trading information for imported and domestically manufactured automobiles and information about automobiles and auto-related products and service. The nationwide delivery services provide information on discounted automobile services to imported automobile distributors, and agents and individual customers located in China. We are currently the only one-stop service provider in Tianjin for Financing Services and Other Services and our mission is to be a one-stop shop for our customers in providing valuable pre- and post-sale services and information for imported and domestically manufactured automobiles.

 

The two websites, (a) www.at160.com (formerly www.1365car.com), which focuses on domestically manufactured automobiles in Tianjin and (b) www.at188.com, which focuses on imported automobiles, provide subscribers (both industry subscribers and individual subscribers) with up to date sales and trading information for imported and domestically manufactured automobiles and information about automobiles and auto-related products and service. We charge a membership fee for certain exclusive premium information to automobile dealers and agents in Tianjin.

 

On May 2, 2017, the Company de-registered its majority owned subsidiary, Ganghui, and transferred its assets to Shisheng. Ganghui has been inactive and had no substantial assets or operations. As of June 30, 2017, the Company had $172,660 payable to the 2% noncontrolling shareholder of Ganghui, which represented the noncontrolling shareholders’ share of Ganghui’s book value prior to the de-registration date.

 

Critical Accounting Policies, Estimates and Assumptions

 

Our discussion and analysis of our financial condition and results of operations are based upon our consolidated financial statements. These consolidated financial statements are prepared in accordance with US GAAP, which requires us to make estimates and assumptions that affect the reported amounts of our assets and liabilities and revenues and expenses, to disclose contingent assets and liabilities on the date of the consolidated financial statements, and to disclose the reported amounts of revenues and expenses incurred during the financial reporting period. The most significant estimates and assumptions include the valuation of accounts receivable, and the useful lives and impairment of property and equipment, the valuation of deferred tax assets and inventories and the provision for income taxes. We continue to evaluate these estimates and assumptions that we believe to be reasonable under the circumstances. We rely on these evaluations as the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Since the use of estimates is an integral component of the financial reporting process, actual results could differ from those estimates. Some of our accounting policies require higher degrees of judgment than others in their application. We believe critical accounting policies as disclosed in this Form 10-Q reflect the more significant judgments and estimates used in preparation of our consolidated financial statements. We believe there have been no material changes to our critical accounting policies and estimates.

 

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The following critical accounting policies rely upon assumptions and estimates and were used in the preparation of our consolidated financial statements:

 

Revenue Recognition

 

We recognize revenue when there is persuasive evidence of an arrangement, delivery has occurred upon shipment or services have been rendered, the seller’s price to the buyer is fixed or determinable, and collectibility is reasonably assured.

 

The Company recognizes the sales of automobiles upon delivery and acceptance by the customers and where collectibility is reasonably assured.

 

Service revenue related to financing services is recognized ratably over the financing period.

 

Service fees for graphical advertisements on the Company’s websites are charged on a fixed fee basis. The Company recognizes the advertising revenue when the service is performed over the service term. The Company charges a monthly fee for listing services and recognizes the revenue when services are performed. The Company offers sales incentives to its customers in the form of (i) subscription exemptions; (ii) discounted prices and (iii) free advertisements. The Company classifies sales incentives as a reduction of net revenues. Revenues, net of discounts and allowances, are recognized ratably over the service periods.

 

The Company recognizes revenue from Automobile Value-added Services when such services are performed.

 

Value Added Taxes represent amounts collected on behalf of specific regulatory agencies that require remittance by a specified date. These amounts are collected at the time of sale and are detailed on invoices provided to customers. The Company accounts for value added taxes on a net basis. The Company recorded and paid business taxes based on a percentage of the net service revenues and reported the service revenue net of the business taxes and other sales related taxes.

 

Receivables Related to Financing Services

 

We record a receivable related to financing services when cash is loaned to customers to finance their purchases of automobiles. Upon repayments by customers, we record the amounts as reductions of receivables related to financing services. Receivables related to financing services represents the aggregate outstanding balance of loans from customers related to their purchases of automobiles. We charge a fee for providing loan services and such fee is prepaid by customers. We amortize these fees over the receivable term, which is typically 90 days, using the straight-line method. We record such amortized amounts as financing fee income and the unamortized amount is classified as deferred revenue on the Company’s consolidated balance sheets.

 

The Company evaluates the collectability of outstanding receivables at the end of each of the reporting periods and makes estimates for potential credit losses. Prior to 2015, the Company did not experience any losses on its receivable related to financing services. During the years ended December 31, 2016 and 2015, the Company experienced difficulties in collecting the receivable from a financing service customer, but the receivable was secured by certain imported automobiles. The Company took possession of these secured automobiles and sold them during the years ended December 31, 2016 and 2015. The sales proceeds were used to offset the outstanding receivable from this customer. During the six months ended June 30, 2017 and 2016, the Company recovered $290,353 and $68,813, respectively, from the reserve made in the previous periods. The Company will continue to pursue collecting the remaining receivable balance. As of June 30, 2017 and December 31, 2016, the Company recorded an allowance for uncollectible accounts receivable related to financing services in the amount of $2,811,055 and $3,031,554, respectively.

 

Inventories

 

Inventory is stated at the lower of cost (using the specific identification method) or market (net realizable). We continually evaluate the composition of our inventory, assessing slow-moving and ongoing products. Our products are comprised of the purchase cost of automobiles which declines in value over time. We continuously evaluate our inventory to determine the reserve amount for slow-moving inventory.

 

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Income Taxes

 

In the process of preparing consolidated financial statements, we are required to estimate our income taxes in each of the jurisdictions in which we operate. Current income taxes are provided for in accordance with the laws of the relevant taxing authorities.

 

We account for income taxes using an asset and liability approach for financial accounting and reporting for income tax purposes. Under the asset and liability method, deferred income taxes are recognized for temporary differences, net operating loss carryforwards and credits by applying enacted statutory tax rates applicable to future years. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. We conduct this analysis on a quarterly basis. As of June 30, 2017 and December 31, 2016, deferred tax liabilities from continuing operations was $0.

 

The Company has not provided deferred taxes on unremitted earnings attributable to its international subsidiaries as they are to be reinvested indefinitely. These earnings relate to ongoing operations and are approximately $10.8 million as of June 30, 2017. Because of the availability of US foreign tax credits, it is not practicable to determine the US income tax liability that would be payable if such earnings were not indefinitely reinvested.

 

The Company has no material uncertain tax positions as of June 30, 2017 or unrecognized tax benefit which would affect the effective income tax rate in future periods. The Company classifies interest and/or penalties related to income tax matters in income tax expense. As of June 30, 2017, there are no interest or penalties related to uncertain tax positions. The Company does not anticipate any significant increases or decreases to its liability for unrecognized tax benefits within the next 12 months.

 

New Accounting Pronouncements

 

In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standard Update No. 2014-09 (ASU 2014-09) “Revenue from Contracts with Customers.” The standard’s core principle is that a reporting entity will recognize revenue when it transfers promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The standard will become effective for the Company beginning in the first quarter of 2018. Early adoption is permitted in 2017. Entities have the option of using either a full retrospective or a modified retrospective approach to adopt this new guidance. The FASB issued supplemental adoption guidance and clarification to ASU 2014-09 in March 2016, April 2016, May 2016, and December 2016 within ASU 2016-08 “Revenue from Contracts with Customers: Principal vs. Agent Considerations,” ASU 2016-10 “Revenue from Contracts with Customers: Identifying Performance Obligations and Licensing,” ASU 2016-12 “Revenue from Contracts with Customers: Narrow-Scope Improvements and Practical Expedients,” and ASU 2016-20 “Technical Corrections and Improvements to Topic 606, Revenue from Contracts with Customers,” respectively. The Company expects to adopt this standard using the modified retrospective approach beginning in the first quarter of 2018. The Company is in the process of evaluating the impact of adoption on its consolidated financial statements. The Company will continue to monitor additional modifications, clarifications or interpretations undertaken by the FASB that may impact our assessments.

 

In November 2015, the FASB issued ASU No. 2015-17, Income Taxes (Topic 740): Balance Sheet Classification of Deferred Taxes . Under ASU 2015-17, a reporting entity is required to classify deferred tax assets and liabilities as noncurrent in a classified statement of financial position. Current guidance requiring the offsetting of deferred tax assets and liabilities of a tax-paying component of an entity and presentation as a single noncurrent amount is not affected. The standard is effective for public entities for the annual periods beginning after December 15, 2016, and interim periods within those annual periods. Early adoption is permitted for financial statements as of the beginning of an interim or annual reporting period. Entities may apply the update prospectively to all deferred tax assets and liabilities, or retrospectively for all periods presented. The Company adopted this standard during the quarter ended March 31, 2017. The adoption of this ASU did not have a material effect on the Company’s consolidated financial statements.

 

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The FASB issued ASU 2016-02, Leases (Topic 842) . ASU 2016-02 requires that a lessee recognize the assets and liabilities that arise from operating leases. A lessee should recognize in the statement of financial position a liability to make lease payments (the lease liability) and a right-of-use asset representing its right to use the underlying asset for the lease term. For leases with a term of 12 months or less, a lessee is permitted to make an accounting policy election by class of underlying asset not to recognize lease assets and lease liabilities. In transition, lessees and lessors are required to recognize and measure leases at the beginning of the earliest period presented using a modified retrospective approach. Public business entities should apply the amendments in ASU 2016-02 for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years (i.e., January 1, 2019, for a calendar year entity). Early application is permitted for all public business entities and all nonpublic business entities upon issuance. The Company has not yet determined the effect of the adoption of this standard on the Company’s consolidated financial position and results of operations.

 

In March 2016, the FASB issued Accounting Standard Update No. 2016-09 (ASU 2016-09) “Improvements to Employee Share-Based Payment Accounting.” ASU 2016-09 simplifies several aspects of employee share-based payment accounting, including the income tax consequences, classification of awards as either equity or liabilities and classification on the statement of cash flows. This guidance will become effective for us beginning in the first quarter of 2017. Early adoption is permitted. The Company adopted this standard during the quarter ended March 31, 2017. The adoption of this ASU did not have a material effect on the Company’s consolidated financial statements.

 

In June 2016, the FASB issued Accounting Standard Update No. 2016-13 (ASU 2016-13) “Measurement of Credit Losses on Financial Instruments.” ASU 2016-13 requires measurement and recognition of expected credit losses for financial assets held. This guidance will become effective for us beginning in the first quarter of 2020 and must be adopted using a modified retrospective approach, with certain exceptions. Early adoption is permitted beginning in the first quarter of 2019.  The adoption of this standard is not expected to have a material impact on the Company’s consolidated financial statements.

 

In August 2016, the FASB issued Accounting Standards Update 2016-15 Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments. This update addresses whether to present certain specific cash flow items as operating, investing or financing activities. The amendments in this update are effective for public entities for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2017. Early adoption is permitted, including adoption in an interim period. The Company is currently assessing the impact of the future adoption of this standard on its consolidated Statements of Cash Flows.

 

In October 2016, the FASB issued Accounting Standards Update 2016-16 Income Taxes (Topic 740): Intra-Entity Transfers of Assets Other Than Inventory. This update removes the current exception in US GAAP prohibiting entities from recognizing current and deferred income tax expenses or benefits related to transfer of assets, other than inventory, within the consolidated entity. The current exception to defer the recognition of any tax impact on the transfer of inventory within the consolidated entity until it is sold to a third party remains unaffected. The amendments in this update are effective for public entities for annual reporting periods beginning after December 15, 2017. Early adoption is permitted and should be in the first interim period if an entity issues interim financial statements. The Company is in the process of evaluating the impact of adoption on its consolidated financial statements.

  

In November 2016, the FASB issued Accounting Standards Update 2016-18, Statement of Cash Flows (Topic 230), to require entities to show the changes in the total of cash, cash equivalents, restricted cash and restricted cash equivalents in the statement of cash flows. As a result, entities will no longer present transfers between cash and cash equivalents and restricted cash and restricted cash equivalents in the statement of cash flows. When cash, cash equivalents, restricted cash and restricted cash equivalents are presented in more than one line item on the balance sheet, the new guidance requires a reconciliation of the totals in the statement of cash flows to the related captions in the balance sheet. Entities will also have to disclose the nature of restricted cash and restricted cash equivalent balances. The new guidance will be effective for fiscal years beginning after December 15, 2017, including the interim periods within those years. Early adoption is permitted and the new guidance is applied retrospectively. The Company is in the process of evaluating the impact of adoption on its consolidated statement of cash flows and disclosures.

 

  20  

 

 

The Company is not aware of any other recent issued accounting pronouncements that when adopted will have a material effect on the Company’s financial position, results of operations or cash flows.

 

RESULTS OF OPERATIONS

 

The following is management’s discussion and analysis of certain significant factors which have affected our financial position and operating results during the periods included in the accompanying condensed consolidated financial statements, as well as information relating to the plans of our current management and. The following should be read in conjunction with the accompanying condensed consolidated financial statements and their related notes included in this Quarterly Report on Form 10-Q.

 

Results of Operations for the Three Months Ended June 30, 2017 Compared to the Three Months Ended June 30, 2016

 

The following table sets forth certain information relating to our results of operations, and our condensed consolidated statements of operations as a percentage of net revenue, for the periods indicated:

 

    Three Months Ended June 30,     Change in  
    2017     2016     %  
Net revenue   $ 138,758,902       100.00 %   $ 93,819,385       100.00 %     47.90 %
Cost of revenue     138,237,315       99.62 %     93,173,641       99.31 %     48.37 %
Gross profit     521,587       0.38 %     645,744       0.69 %     (19.23 )%
Operating expenses     691,586       0.50 %     594,704       0.63 %     16.29 %
(Loss) income from operations     (169,999 )     (0.12 )%     51,040       0.05 %     (433.07 )%
Other expenses     (207,709 )     (0.15 )%     (506,994 )     (0.54 )%     (59.03 )%
Loss from continuing operations before income taxes and non controlling interests     (377,708 )     (0.27 )%     (455,954 )     (0.49 )%     (17.16 )%
Net loss from continuing operations     (342,169 )     (0.25 )%     (477,722 )     (0.51 )%     (28.37 )%
Net loss from continuing operations attributable to shareholders of China Auto Logistics Inc.   $ (342,109 )     (0.25 )%   $ (477,875 )     (0.51 )%     (28.41 )%

 

Our net revenue from our continuing operations for the three months ended June 30, 2017 increased 47.9% to $138,758,902 from $93,819,385 for the three months ended June 30, 2016 and our cost of revenue for the three months ended June 30, 2017 increased 48.37% to $138,237,315 for the three months ended June 30, 2017 from $93,173,641 for the three months ended June 30, 2016. Gross profit margin for our continuing operations decreased from 0.69% for the three months ended June 30, 2016 to 0.38% for the three months ended June 30, 2017. As compared to the three months ended June 30, 2016, our gross profit, (loss) income from operations, net loss from continuing operations, and net loss from continuing operations attributable to shareholders of China Auto Logistics Inc. for the three months ended June 30, 2017 decreased 19.23% to $521,587, decreased 433.07% to a loss of $169,999, decreased 28.37% to a loss of $342,169, and decreased 28.41% to a loss of $342,109, respectively, primarily due to reduced gross margins in the Sales of Automobiles and decreased revenue from Financing Services which was partially offset by a reduction in interest expense in the three months ended June 30, 2017.

 

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Net Revenue

 

The following table sets forth a summary of our net revenue by category for the periods indicated, in dollars and as a percentage of total net revenue:

 

    Three Months Ended June 30,     Change in  
    2017     2016     %  
Net revenue   $ 138,758,902       100.00 %   $ 93,819,385       100.00 %     47.90 %
- Sales of Automobiles     137,892,079       99.38 %     92,774,929       98.89 %     48.63 %
- Financing Services     861,173       0.62 %     1,027,280       1.09 %     (16.17 )%
- Other Services     5,650       0.00 %     17,176       0.02 %     (67.11 )%

 

Sales of Automobiles

 

Net revenue from Sales of Automobiles increased 48.63% to $137,892,079 for the three months ended June 30, 2017 from $92,774,929 for the same period in 2016. During the three months ended June 30, 2017 and 2016, the Company sold 1,398 automobiles and 905 automobiles, respectively, representing an increase of approximately 54% in volume. The average unit selling price per automobile decreased to $99,000 for the three months ended June 30, 2017 from $103,000 for the same period in 2016. In early August 2015, China’s official currency “Renmenbi” (“RMB”) devalued by over 3% against the U.S. dollar over a 5-day period. During the year ended December 31, 2016 and 2015, the RMB devaluated 6.7% and 5.5%, respectively, against the U.S. dollar. Some of our customers increased their orders in the second half of 2015 potentially in anticipation of increased prices due to the RMB devaluation; this trend continued until the first quarter of 2016. We witnessed a substantial decline in the second and third quarters of 2016 which may be the result of customers depleting the inventories built up in the second half of 2015 and the first quarter of 2016. We believe sales for the three months ended June 30, 2016 were unusually low due to the depletion of the inventories built up from the previous quarters, which resulted to significant increase in percentage during the three months ended June 30, 2017 compared to the same period of 2016.

 

Our automobile sales increased in both dollars and in quantities during the three months ended June 30, 2017 while our gross margin dropped to 0.16% during the period compared to 0.17% during the same period in the prior year. In December 2016, the PRC government imposed an additional 10% tax on any automobile sales price above approximately $190,000 (RMB1,300,000). This new tax on so-call “super luxury cars” put an immediate reduction on demands for high-end luxury automobiles. As a result, the average unit selling price per automobile declined to $99,000 during the three months ended June 30, 2017 from $103,000 during the same period in 2016. Sales for our high-end luxury automobiles declined, a segment that generally has higher profit margins, which contributed to a further decline to our gross margin for the three months ended June 30, 2017 compared to the same period in 2016. We do not expect our gross margin to be significantly higher than the current level based on our outlook for the Sales of Automobiles segment and increased competition that has resulted from more companies in the imported automobile business entering the market.

 

In August 2014, the China Commerce and Industry Bureau authorized the “Parallel Imported Vehicles” scheme. The “Parallel Imported Vehicles” scheme permits foreign made automobiles to be imported by importers in addition to authorized automobile dealers. This policy officially opened the imported automobile market to importers like us, so that we can now be in direct competition with the authorized dealers. This is an antitrust effort by the Chinese government to address complaints about the authorized automobile dealers overcharging for foreign-made automobiles. These new rules will also officially allow imported automobiles sold by parties other than authorized dealers to be treated the same as those sold through authorized dealers (i.e., with respect to insurance coverage and the registration process). As of June 30, 2017, the PRC government has selected Guangzhou, Shanghai, Shenzhen and Tianjin as four experimental cities to implement “Parallel Imported Vehicles” scheme.

 

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According to an article, “ With parallel import scheme, China aims to rein in luxury car prices - sources ” published by Reuters on February 4, 2015, “ China has had a grey market in auto sales for some time, centered around the northern port city of Tianjin where about half of China's total car import deals are done. But buyers have been cautious given the lack of quality guarantee and after-sales service on unauthorized cars. That will change under the new scheme. ’The main significance (of the pilot scheme) is that buyers will now be legally entitled to warranty packages,’ whether their imported car comes through an authorized or unauthorized channel, said IHS Automotive analyst Namrita Chow.” We agree with the view of this article. According to the data published by CAAM on February 9, 2017, the number of imported automobiles sold through Parallel Imported Vehicles scheme totaled approximately 130,290 units, which represented 12.8% of total imported automobiles sold in 2016, a 16.3% increase from 2015. We expect the Parallel Imported Vehicles scheme to provide us with great long term advantages to compete with the official authorized automobile dealers.

  

During the three months ended June 30, 2017 and 2016, sales of our top three selling brands, Land Rover, Mercedes Benz, and Toyota accounted for 75% and 70%, respectively, of our total net automobile sales. Sales to the Company’s top five customers, each of which is a car dealer, accounted for 43% and 39% of the Company’s sales during the three months ended June 30, 2017 and 2016, respectively. The Company will continue to maintain close working relationships with its top customers while attempting to reduce the concentration of revenues among these top customers actively looking for new customers to enlarge its customer base.

 

Financing Services

 

The Company provides Financing Services to its customers using the Company’s bank facility lines of credit. The Company earns a service fee from its customers for drawing its facility lines of credit related to its customers’ purchases of automobiles and payment of import taxes. Customers bear all the interest and fees charged by the banks and prepay those fees upon the execution of their service contracts with the Company.

 

Net revenue from Financing Services during the three months ended June 30, 2017 decreased 16.17% to $861,173 from $1,027,280 for the same period in the prior year. The Company had an aggregate amount of credit lines of approximately $136 million (RMB920 million) as of June 30, 2017. Our Financing Services income and related cost of revenue are affected by the interest rate charged by banks. Our Financing Services revenue consists of two portions: interest income and fee income. The revenue from the fee income portion of our Financing Services decreased during the three months ended June 30, 2017. Excluding revenue from the interest income portion of $566,985 and $554,735 for the three month periods ended June 30, 2017 and 2016, respectively, the revenue from the fee income portion of our Financing Services decreased 37.74% to $294,188 for the three month period ended June 30, 2017 from $472,545 for the three month period ended June 30, 2016. The gross margin for our Financing Services segment decreased to 34.16% for the three month period ended June 30, 2017 from 46.00% for the three month period ended June 30, 2016. The decrease in the gross margin of the Company’s Financing Services offerings, during the three months ended June 30, 2017, was primarily due to the continuing decline in the fee income (which has a higher gross margin than interest income) compared to the same period of 2016.

 

We provide Financing Services to our customers with our lines of credit with major commercial banks in the PRC, including Agricultural Bank of China, Pudong Development Bank, China Zheshang Bank, Shengjing Bank, and Bank of Heibei. We continue to strengthen our relationship with these banks and aim to negotiate with more banks for higher lines of credit at more favorable terms. Based on the Company’s business relationships with some financial institutions, we are able to obtain financing on an “as-needed” basis and we are in negotiations for a number of new credit lines. As of June 30, 2017, we had approximately $81 million lines of credit available to use in our Financing Services. As of August 10, 2017, the Company had aggregate credit lines of approximately $136 million (RMB920 million). Although all of our lines of credit have maturities of less than one year and may not be renewed on the same terms, if at all, we do not expect that the expiration of our lines of credit with any one of our existing banks will have a material adverse effect on our ability to provide Financing Services. However, if the automobile market in the PRC, and in particular the market for imported automobiles, slows down in the future, our revenue from Financing Services would be materially and adversely affected by a decreased number of transactions.

 

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Our revenue growth from Financing Services is heavily dependent on overall industry growth and the economic conditions of the market in the PRC. It has become more competitive in the Financing Service industry in the recent years as more companies are providing services similar to ours at lower prices. We have lost some customers in the recent quarters which drove down our revenue in this segment. While we believe we are still one of the market leaders in the Financing Services, we continue to lose market share to the new players in this market.

 

As discussed above, we have established credit lines with most major commercial banks in the PRC, and although an enormous decrease or the simultaneous expiration of credit lines or other bank facilities may temporarily reduce our capacity to provide financing services and affect our purchase power, we have not experienced formidable difficulties in the access of credit lines and any other bank facilities in the past. Therefore, we do not foresee any difficulty at this time in obtaining credit lines and loan facilities from our banks. However as banks in China continue to reduce their credit risk and improve the quality of their outstanding loans, we continue to experience more requirements for obtaining bank lines and loans such as requiring personal guarantees by our executives and directors, guarantees by our major customers, suppliers, and business partners.

 

Other Services

 

Other services include revenue generated from Web-based Advertising. We did not generate any revenue from the Automobile Value Added service during the three month periods ended June 30, 2017 and 2016. We have revised our business plan and moved away from Web-based Advertising Services and automobile value added services to focus on Automobile Sales and Financing Services. We expect that the revenue generated from this segment will continue to be low compared to other segments.

 

Our Web-based Advertising Services revenue decreased 67.11% to $5,650 for the three-month period ended June 30, 2017 from $17,176 for the same period in the prior year. Revenue from Web-based Advertising Services was generated by subscription fees and advertisements.

 

Cost of Revenue

    Three Months ended June 30,     Change in  
    2017     2016     %  
Net revenue   $ 138,758,902       100.00 %   $ 93,819,385       100.00 %     47.90 %
Cost of revenue     138,237,315       99.62 %     93,173,641       99.31 %     48.37 %
Gross profit     521,587       0.38 %     645,744       0.69 %     (19.23 )%

 

Our cost of revenue during the three month period ended June 30, 2017 consisted primarily of the cost of automobiles purchased and certain direct labor costs for the Sales of Automobiles and interest expense related to our Financing Services. Our cost of revenue increased 48.37%, from $93,173,641 during the same three-month period in the prior year compared to $138,237,315 in 2017. The increase was primarily due to the increase in the sales volume of imported automobiles.

 

As our cost of revenue consists primarily of the purchase price of imported automobiles, we have limited influence on such costs. The prices of imported automobiles are determined solely by suppliers and are dependent upon market conditions. We will continue to work on obtaining more favorable terms and discounts by strengthening our relationship with suppliers and placing more batch orders.

 

Gross profit decreased 19.23% from $645,744 during the three months ended June 30, 2016 to $521,587 during the three months ended June 30, 2017, primarily due to lower gross margins in the sales of automobiles and a decrease of financing service fee revenue.

 

Operating Expenses

 

    Three Months ended June 30,     Change in  
    2017     2016     %  
Operating expenses                                        
- Selling and marketing   $ 194,785       28.16 %   $ 168,224       28.29 %     15.79 %
- General and administrative     496,801       71.84 %     426,480       71.71 %     16.49 %
Total   $ 691,586       100.00 %   $ 594,704       100.00 %     16.29 %

 

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Operating expenses increased 16.29%, from $594,704 during the three months ended June 30, 2016 to $691,586 during the three months ended June 30, 2017. The increase in operating expenses was primarily the result of more other listing costs incurred in the second quarter of 2017 compared to the same period of 2016.

 

Selling and Marketing Expenses

 

Selling and marketing expenses increased 15.79% in during the three months ended June 30, 2017. The following table sets forth a breakdown of the primary selling and marketing expenses of the Company:

 

    Three Months Ended
June 30,
    Change in  
    2017     2016     %  
Primary selling and marketing expenses                  
- Payroll   $ 42,578     $ 47,227       (9.84 )%
- Staff related costs     27,609       32,939       (16.18 )%
- Advertising and promotion     2,371       3,950       (39.97 )%
- Entertainment     10,329       20,254       (49.00 )%
- Rent     8,435       5,512       53.03 %

 

Payroll costs decreased 9.84% to $42,578 during the three months ended June 30, 2017 from $47,227 during the same period in the prior year. Staff related costs decreased 16.18% to $27,609 during the three months ended June 30, 2017 from $32,939 during the same period in the prior year. The Company’s staff related costs decreased due to the overall pay and benefit decreases during the period. Advertising and promotion expenses decreased 39.97% during the period as we incurred less advertising costs during the three months ended June 30, 2017 after spending substantial amount on promotion materials during the three months ended March 31, 2017. Entertainment expenses decreased 49.00% to $10,329 during the three months ended June 30, 2017 from $20,254 during the same period in the prior year as they fluctuate from time to time depending on activities we conduct. Rent expenses increased 53.03% to $8,435 during the three months ended June 30, 2017 compared to $5,512 during the same period of 2016 as we allocated a designated section in our leased office space for our sales personnel.

 

General and Administrative Expenses

 

The following table sets forth a breakdown of the primary general and administrative expenses of the Company:

 

    Three Months Ended
June 30,
    Change in  
    2017     2016     %  
Primary general and administrative expenses                  
- Payroll   $ 50,959     $ 58,847       (13.40 )%
- Staff related costs     37,019       19,444       90.39 %
- Entertainment     48,181       48,921       (1.51 )%
- Depreciation     22,158       13,257       67.14 %
- Rent     49,503       46,163       7.24 %
- Legal, professional fees and other listing expenses     123,807       115,682       7.02 %

 

Payroll expenses decreased 13.40% during the three month period ended June 30, 2017 primarily due to our reductions to the number of administration employees in order to reduce our cost.  Staff-related costs increased 90.39% primarily due to higher employee welfare costs incurred during the three month period ended June 30, 2017. Entertainment expenses decreased 1.51% to $48,181 during the three months ended June 30, 2017 from $48,921 during the same period in the prior year as we spent less on customer relationships during the three months ended June 30, 2017. Depreciation expenses increased 67.14% to $22,158 during the three months ended June 30, 2017 from $13,257 during the same period in the prior year primarily due to the depreciation on the leasehold improvements incurred on the additional leased office during 2016. Rent expenses increased 7.24% to $49,503 during the three months ended June 30, 2017 compared to $46,163 during the same period of 2016 as more office space in use during the three months ended June 30, 2017 compared to the same period of 2016. Legal, professional fees and other listing expenses for the three month period ended June 30, 2017 increased 7.02% to $123,807 during the three months ended June 30, 2017 from $115,682 during the same period of the prior year as more other listing costs incurred in the three months ended June 30, 2017.

 

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Income (Loss) from Operations

 

Income from operations decreased 433.07% to a loss of $169,999 in the three month period ended June 30, 2017 from an income from operations of $51,040 in the same period of the prior year. The switch to an operating loss from an operating income was primarily due to lower gross margins in the sales of automobiles and a decrease in financing service fee revenue and higher operating expenses during the three months ended June 30, 2017 compared to the same period of prior year.

 

Other Income (Expenses), Net

 

Other income (expenses) primarily consist of interest income related to bank deposits, interest expense related to bank borrowings, foreign exchange gain (loss), and (loss) gain on disposal of property.

 

We recorded net other expenses of $207,709 for the three months ended June 30, 2017 and $506,994 for the same period of the prior year. The decrease in other expenses was primarily due to decrease in interest expense as a result of lower balances of short-term borrowings after the disposal of Zhonghe in June 2016.

 

Results of Operations for the Six Months Ended June 30, 2017 Compared to the Six Months Ended June 30, 2016

 

The following table sets forth certain information relating to our results of operations, and our condensed consolidated statements of operations as a percentage of net revenue, for the periods indicated:

 

    Six Months Ended June 30,     Change in  
    2017     2016     %  
Net revenue   $ 249,292,683       100.00 %   $ 230,883,403       100.00 %     7.97 %
Cost of revenue     248,307,202       99.60 %     229,286,547       99.31 %     8.30 %
Gross profit     985,481       0.40 %     1,596,856       0.69 %     (38.29 )%
Operating expenses     1,196,454       0.48 %     1,265,981       0.55 %     (5.49 )%
(Loss) income from operations     (210,973 )     (0.08 )%     330,875       0.14 %     (163.76 )%
Other expenses     (396,641 )     (0.16 )%     (908,407 )     (0.39 )%     (56.34 )%
Loss from continuing operations before income taxes and non controlling interests     (607,614 )     (0.24 )%     (577,532 )     (0.25 )%     5.21 %
Net loss from continuing operations     (477,496 )     (0.19 )%     (665,269 )     (0.29 )%     (28.23 )%
Net loss from continuing operations attributable to shareholders of China Auto Logistics Inc.   $ (477,355 )     (0.19 )%   $ (665,397 )     (0.29 )%     (28.26 )%

 

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Our net revenue from our continuing operations for the six months ended June 30, 2017 increased 7.97% to $249,292,683 for 2017 from $230,883,403 for the six months ended June 30, 2016 and our cost of revenue for the six months ended June 30, 2017 increased 8.3% to $248,307,202 for the six months ended June 30, 2017 from $229,286,547 for the six months ended June 30, 2016. Gross profit margin for our continuing operations decreased from 0.69% for the six months ended June 30, 2016 to 0.40% for the six months ended June 30, 2017. As compared to the six months ended June 30, 2016, our gross profit, (loss) income from operations, net loss from continuing operations, and net loss from continuing operations attributable to shareholders of China Auto Logistics Inc. for the six months ended June 30, 2017 decreased 38.29% to $985,481, decreased 163.76% to a loss of $210,973, decreased 28.23% to a loss of $477,496, and decreased 28.26% to a loss of $477,355, respectively, primarily due to reduced gross margins in the Sales of Automobiles and decreased revenue from Financing Services which was partially offset by the recovery from reserve for uncollectible accounts receivable related to Financing Services and a reduction in interest expense in the six months ended June 30, 2017.

 

Net Revenue

 

The following table sets forth a summary of our net revenue by category for the periods indicated, in dollars and as a percentage of total net revenue:

 

    Six Months Ended June 30,     Change in  
    2017     2016     %  
Net revenue   $ 249,292,683       100.00 %   $ 230,883,403       100.00 %     7.97 %
- Sales of Automobiles     247,687,133       99.36 %     228,610,421       99.02 %     8.34 %
- Financing Services     1,599,105       0.64 %     2,247,882       0.97 %     (28.86 )%
- Other Services     6,445       0.00 %     25,100       0.01 %     (74.32 )%

 

Sales of Automobiles

 

Net revenue from Sales of Automobiles increased 8.34% to $247,687,133 for the six months ended June 30, 2017 from $228,610,421 for the same period in 2016. During the six months ended June 30, 2017 and 2016, the Company sold 2,502 automobiles and 2,209 automobiles, respectively, representing an increase of approximately 13% in volume. The average unit selling price per automobile decreased to $99,000 for the six months ended June 30, 2017 from $104,000 for the same period in 2016. In early August 2015, China’s official currency “Renmenbi” (“RMB”) devalued by over 3% against the U.S. dollar over a 5-day period. During the year ended December 31, 2016 and 2015, the RMB devaluated 6.7% and 5.5%, respectively, against the U.S. dollar. Some of our customers increased their orders in the second half of 2015 potentially in anticipation of increased prices due to the RMB devaluation; this trend continued until the first quarter of 2016. We witnessed a substantial decline in the second and third quarters of 2016 which may be the result of customers depleting the inventories built up in the second half of 2015 and the first quarter of 2016. We believe sales for the three months ended June 30, 2016 were unusually low due to the depletion of the inventories built up from the previous quarters, which resulted to an increase in percentage during the six months ended June 30, 2017 compared to the same period of 2016.

 

Our automobile sales increased in both dollars and in quantities during the six months ended June 30, 2017 while our gross margin dropped to 0.17% during the period compared to 0.24% during the same period in the prior year. In December 2016, the PRC government imposed an additional 10% tax on any automobile sales price above approximately $190,000 (RMB1,300,000). This new tax on so-call “super luxury cars” put an immediate reduction on demands for high-end luxury automobiles. As a result, the average unit selling price per automobile declined to $99,000 during the six months ended June 30, 2017 from $104,000 during the same period in 2016. Sales for our high-end luxury automobiles declined, a segment that generally has higher profit margins, which contributed to a further decline to our gross margin for the six months ended June 30, 2017 compared to the same period in 2016. We do not expect our gross margin to be significantly higher than the current level based on our outlook for the Sales of Automobiles segment and increased competition that has resulted from more companies in the imported automobile business entering the market.

 

During the six months ended June 30, 2017 and 2016, sales of our top three selling brands, Land Rover, Mercedes Benz, and Toyota accounted for 74% and 75%, respectively, of our total net automobile sales. Sales to the Company’s top five customers, each of which is a car dealer, accounted for 41% and 44% of the Company’s sales during the six months ended June 30, 2017 and 2016, respectively. The Company will continue to maintain close working relationships with its top customers while attempting to reduce the concentration of revenues among these top customers actively looking for new customers to enlarge its customer base.

 

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Financing Services

 

Net revenue from Financing Services during the six months ended June 30, 2017 decreased 28.86% to $1,599,105 from $2,247,882 for the same period in the prior year. Excluding revenue from the interest income portion of $1,032,025 and $1,231,602 for the six month periods ended June 30, 2017 and 2016, respectively, the revenue from the fee income portion of our Financing Services decreased 44.2% to $567,080 for the six month period ended June 30, 2017 from $1,016,280 for the six month period ended June 30, 2016. The gross margin for our Financing Services segment decreased to 35.46% for the six-month period ended June 30, 2017 from 45.21% for the six-month period ended June 30, 2016. The decrease in the gross margin of the Company’s Financing Services offerings, during the six months ended June 30, 2017, was primarily due to the continuing decline in the fee income (which has a higher gross margin than interest income) compared to the same period of 2016.

 

Other Services

 

Other services include revenue generated from Web-based Advertising. We did not generate any revenue from the Automobile Value Added service during the six month periods ended June 30, 2017 and 2016. We have revised our business plan and moved away from Web-based Advertising Services and automobile value added services to focus on Automobile Sales and Financing Services. We expect that the revenue generated from this segment will continue to be low compared to other segments.

 

Our Web-based Advertising Services revenue decreased 74.32% to $6,445 for the six-month period ended June 30, 2017 from $25,100 for the same period in the prior year. Revenue from Web-based Advertising Services was generated by subscription fees and advertisements.

 

Cost of Revenue

 

    Six Months ended June 30,     Change in  
    2017     2016     %  
Net revenue   $ 249,292,683       100.00 %   $ 230,883,403       100.00 %     7.97 %
Cost of revenue     248,307,202       99.60 %     229,286,547       99.31 %     8.30 %
Gross profit     985,481       0.40 %     1,596,856       0.69 %     (38.29 )%

 

Our cost of revenue during the six month period ended June 30, 2017 consisted primarily of the cost of automobiles purchased and certain direct labor costs for the Sales of Automobiles and interest expense related to our Financing Services. Our cost of revenue increased 8.3%, from $229,286,547 during the same six-month period in the prior year compared to $248,307,202 in 2017. The increase was primarily due to the increase in the sales volume of imported automobiles, which was partially offset by a decrease in interest costs related to the Financing Services.

 

As our cost of revenue consists primarily of the purchase price of imported automobiles, we have limited influence on such costs. The prices of imported automobiles are determined solely by suppliers and are dependent upon market conditions. We will continue to work on obtaining more favorable terms and discounts by strengthening our relationship with suppliers and placing more batch orders.

 

Gross profit decreased 38.29% from $1,596,856 during the six months ended June 30, 2016 to $985,481 during the six months ended June 30, 2017, primarily due to lower gross margins in the sales of automobiles and a decrease of financing service fee revenue.

 

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Operating Expenses

 

    Six Months ended June 30,     Change in  
    2017     2016     %  
Operating expenses                              
- Selling and marketing   $ 377,383       31.54 %   $ 352,305       27.83 %     7.12 %
- General and administrative     1,109,424       92.73 %     982,489       77.61 %     12.92 %
- Recovery from reserve for uncollectible receivable related to financing services     (290,353 )     (24.27 )%     (68,813 )     (5.44 )%     321.94 %
Total   $ 1,196,454       100.00 %   $ 1,265,981       100.00 %     (5.49 )%

 

Operating expenses decreased 5.49%, from $1,265,981 during the six months ended June 30, 2016 to $1,196,454 during the six months ended June 30, 2017. The decrease in operating expenses was primarily the result of a $290,353 recovery from the reserve for uncollectible receivable related to financing services during the six months ended June 30, 2017 which was partially offset by an increase in rent expense for the additional office space acquired in April 2016.

 

Selling and Marketing Expenses

 

Selling and marketing expenses increased 7.12% in during the six months ended June 30, 2017. The following table sets forth a breakdown of the primary selling and marketing expenses of the Company:

 

    Six Months Ended
June 30,
    Change in  
    2017     2016     %  
Primary selling and marketing expenses                  
- Payroll   $ 81,016     $ 93,177       (13.05 )%
- Staff related costs     52,461       56,490       (7.13 )%
- Advertising and promotion     28,152       7,008       301.71 %
- Entertainment     15,155       59,912       (74.70 )%
- Rent     18,479       9,182       101.25 %

 

Payroll costs decreased 13.05% to $81,016 during the six months ended June 30, 2017 from $93,177 during the same period in the prior year. Staff related costs decreased 7.13% to $52,461 during the six months ended June 30, 2017 from $56,490 during the same period in the prior year. The Company’s staff related costs decreased slightly due to the overall pay and benefit decreases during the period. Advertising and promotion expenses increased 301.71% during the period as we incurred more advertising costs during the six months ended June 30, 2017 on promotion materials and we had a low budget and spend on advertising during 2016. Entertainment expenses decreased 74.7% to $15,155 during the six months ended June 30, 2017 from $59,912 during the same period in the prior year as they fluctuate from time to time depending on activities we conduct. Rent expenses increased 101.25% to $18,479 during the six months ended June 30, 2017 compared to $9,182 during the same period of 2016 as we allocated a designated section in our leased office space for our sales personnel.

 

General and Administrative Expenses

 

The following table sets forth a breakdown of the primary general and administrative expenses of the Company:

 

    Six Months Ended
June 30,
    Change in  
    2017     2016     %  
Primary general and administrative expenses                  
- Payroll   $ 103,005     $ 113,945       (9.60 )%
- Staff related costs     67,417       36,593       84.23 %
- Entertainment     131,601       81,425       61.62 %
- Depreciation     44,037       22,491       95.80 %
- Rent     98,808       61,781       59.93 %
- Legal, professional fees and other listing expenses     343,640       386,866       (11.17 )%

 

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Payroll expenses decreased 9.6% during the six month period ended June 30, 2017 primarily due to our reductions to the number of administration employees in order to reduce our cost.  Staff-related costs increased 84.23% primarily due to higher employee welfare costs incurred during the six month period ended June 30, 2017. Entertainment expenses increased 61.62% to $131,601 during the six months ended June 30, 2017 from $81,425 during the same period in the prior year as our executive management team allocated more resources on customer relationships and new customer developments. Depreciation expenses increased 95.8% to $44,037 during the six months ended June 30, 2017 from $22,491 during the same period in the prior year primarily due to the depreciation on the leasehold improvements incurred on the additional leased office during 2016. Rent expenses increased 59.93% to $98,808 during the six months ended June 30, 2017 compared to $61,781 during the same period of 2016 as we leased additional office space under the new lease entered in April 2016. Legal, professional fees and other listing expenses for the six month period ended June 30, 2017 decreased 11.17% to $343,640 during the six months ended June 30, 2017 from $386,866 during the same period of the prior year due to less professional fees incurred after the sale of Zhonghe.

 

Reserve for Uncollectible Receivable Related to Financing Services

 

During the six months ended June 30, 2017 and 2016, the Company recovered $290,353 and $68,813, respectively, from reserve for uncollectible receivable related to financing services.

 

Income (Loss) from Operations

 

Income from operations decreased 163.76% to a loss of $210,973 in the six month period ended June 30, 2017 from an income from operations of $330,875 in the same period of the prior year. The switch to an operating loss from an operating income was primarily due to lower gross margins in the sales of automobiles and a decrease in financing service fee revenue during the six months ended June 30, 2017 compared to the same period of prior year, which was partially offset by the $290,353 recovery from a previous reserve for uncollectible accounts receivables related to financing services during the six months ended June 30, 2017.

 

Other Income (Expenses), Net

 

Other income (expenses) primarily consist of interest income related to bank deposits, interest expense related to bank borrowings, foreign exchange gain (loss), and (loss) gain on disposal of property.

 

We recorded net other expenses of $396,641 for the six months ended June 30, 2017 and $908,407 for the same period of the prior year. The decrease in other expenses was primarily due to decrease in interest expense as a result of lower balances of short-term borrowings after the disposal of Zhonghe in June 2016.

 

Discontinued Airport Automall Automotive Services Business Unit

  

On June 1, 2016, Shisheng entered into (i) an Equity Transfer Agreement (“Equity Transfer Agreement”) with Wuxi Huitong Automobile Sales and Service Co., Ltd. (“Huitong”) to sell 100% of the equity of Tianjin Zhonghe Auto Sales Service Co., Ltd. (“Zhonghe”), our former wholly owned subsidiary acquired in November 2013, and (ii) a Debt Transfer Agreement, by and among Shisheng, Huitong, and Hezhong (Tianjin) International Development Co., Ltd. (“Hezhong”) (the “Debt Transfer Agreement”). At the time, Zhonghe was the owner and operator of the Airport International Automall located in the Tianjin Airport Economic Area and the 40% owner of Car King Tianjin. Under the terms of the Equity Transfer Agreement, the sale price for the Zhonghe equity was approximately $61.7 million (RMB 410,000,000). The sale price was payable in two parts: (i) Huitong paid Shisheng approximately $25.6 million (RMB 169,938,192) in cash and (ii) under the terms of the Debt Transfer Agreement, Huitong assumed Shisheng’s outstanding payment obligations to Hezhong of $36.1 million (RMB 240,061,808) under the Equity Transfer Agreement, dated November 30, 2013, by and between Hezhong and Shisheng. Upon signing, Shisheng transferred control of Zhonghe to Huitong. Upon the completion of this transaction, the Company relinquished ownership of the Airport International Automall property and its 40% ownership of Car King Tianjin. Zhonghe operated in two segments, Sales of Automobiles and Airport Automall Automotive Services. As a result of the sale of Zhonghe, the airport automall automotive services unit has been discontinued.

 

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Liquidity and Capital Resources

 

We generally finance our operations through a combination of operating profit and short-term borrowings from banks. We incurred significant operating losses and generated negative operating cash flow in recent years. As a result, our liquidity is negatively impacted. During the reporting periods, we arranged a number of bank loans to satisfy our financing needs. As of the date of this Form 10-Q, we have not experienced any difficulty in raising funds through bank loans, and we have not experienced any liquidity problems in settling our payables in the normal course of business and repaying our bank loans when they come due.

 

We believe that the level of financial resources is a significant factor for our future development and accordingly, we may determine from time to time to raise capital through private debt or equity financings to strengthen the Company’s financial position, to expand our facilities and to provide us with additional flexibility to take advantage of business opportunities. No assurances can be given that we will be successful in raising such additional capital on terms acceptable to us.

 

The following table sets forth a summary of our cash flows for the six months ended June 30, 2017 and 2016

 

    Six Months Ended
June 30,
 
    2017     2016  
Net cash used in operating activities   $ (4,023,173 )   $ (50,591,096 )
Net cash (used in) provided by investing activities     (9,509 )     21,423,038  
Net cash provided by financing activities     2,542,584       26,175,095  
Effect on exchange rate change on cash     52,892       (112,388 )
Cash and cash equivalents at beginning of the period     3,004,932       7,119,686  
Cash and cash equivalents at end of the period     1,567,726       4,014,335  

 

Going Concern

 

We incurred operating losses and had negative operating cash flows and may continue to generate negative cash flows as we implement our business plan for 2017. There can be no assurance that our continuing efforts to execute our business plan will be successful and that we will be able to continue as a going concern. Our net loss from continuing operations attributable to shareholders for the three months ended June 30, 2017 was $342,109 as compared to $477,875 for the three months ended June 30, 2016 and $477,355 and $665,397 for the six months ended June 30, 2017 and 2016, respectively.

 

Net cash used in operations from continuing operations during the six months ended June 30, 2017 was $4,023,173 and net cash used in operations from continuing operations during the six months ended June 30, 2016 was $49,291,987.

 

On June 1, 2016, the Company sold 100% of the equity interest in Zhonghe to Huitong for approximately $61.7 million and entered into an agreement to transfer the outstanding payable balance related to the Zhonghe acquisition of approximately $36.1 million to Huitong. We received a net cash proceeds of approximately $21.4 million ($25.6 million cash proceeds net of cash at Zhonghe of approximately $173,000 and amount owed to Zhonghe of approximately $4 million.) The proceeds of this sale have been used for our working capital.

 

The Company does not currently have sufficient cash or commitments for financing to sustain its operations for the next twelve months. The Company’s plan continues to be to develop new customer relationships and substantially increase our cash flows from operations and revenue derived from our products/services. If the Company’s revenues do not reach the level anticipated in our plan, the Company may require additional financing in order to execute our operating plan. If additional financing is required, the Company cannot predict whether this additional financing will be in the form of equity, debt, or another form, and the Company may not be able to obtain the necessary additional capital on a timely basis, on acceptable terms, or at all. In the event that financing sources are not available, or that the Company is unsuccessful in increasing its revenues and profits, the Company may be unable to implement its current plans for expansion, repay our debt obligations or respond to competitive pressures, any of which would have a material adverse effect on its business, prospects, financial condition and results of operations. These factors raise substantial doubt as to the Company’s ability to continue as a going concern within one year from the date of this filing. The ability of the Company to continue as a going concern is dependent upon the Company’s successful efforts to execute its business plan for 2017. These factors raise substantial doubt about the Company's ability to continue as a going concern. The accompanying condensed consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

 

  31  

 

 

Operating Activities

 

During the six months ended June 30, 2017, we had net cash used in operating activities of $4,023,173 (including net cash used in operating activities of $0 from discontinued operations) as compared to net cash used in operating activities of $50,591,096 (including net cash used in operating activities of $1,299,109 from discontinued operations) during the same period of the prior year.

 

Net cash used in operating activities of $4,023,173 during the six months ended June 30, 2017 was primarily attributable to a decrease in notes payable to suppliers of $7,958,471 as prior outstanding notes became due during the current period, and a decrease in customer deposits of $11,287,077 due to lesser customers orders for future delivery, which was partially offset by a decrease in restricted cash of $7,089,935 due to a lower balance of notes payable to suppliers, and a decrease in advances to suppliers of $3,195,847 primarily due to lower customer orders outstanding at June 30, 2017, and increase in accounts payable primarily due to maximizing the available credit terms offered by our vendors.

 

Net cash used in operating activities of $50,591,096 (including net cash used in operating activities of $1,299,109 from discontinued operations) during the six months ended June 30, 2016 primarily consisted of an increase in restricted cash of $34,912,920 due to an increase in notes payable to suppliers, which required maintaining certain levels of restricted cash, and an increase in advances to suppliers of $54,067,994 as we continued to be positive about China’s luxury automobile sales market, which was partially offset by an increase in notes payable to suppliers of $36,344,159.

 

Investing Activities

 

During the six months ended June 30, 2017 and 2016, net cash used in investing activities was $9,509 (including net cash used in investing activities of $0 from discontinued operations) and net cash provided by investing activities was $21,423,038 (including net cash used in investing activities of $0 from discontinued operations), respectively. We received cash proceeds of $0 and $8,563 related to the disposal of an automobile used by the Company during the six months ended June 30, 2017 and 2016, respectively. We paid $9,509 and $336,327 to purchases property and equipment during the six months ended June 30, 2017 and 2016, respectively. We received net proceeds of $21,750,802 from the sale of Zhonghe during the six months ended June 30, 2016.

 

Financing Activities

 

During the six months ended June 30, 2017 and 2016, net cash provided by financing activities was $2,542,584 (including net cash provided by financing activities of $0 from discontinued operations) and net cash provided by financing activities of $26,175,095 (including net cash provided by financing activities of $0 from discontinued operations), respectively. The net cash provided by financing activities during the six months ended June 30, 2017 and 2016 included mainly net proceeds of $2,186,386 and $27,908,243, respectively, on short-term loans from banks. Repayments on bank overdrafts were $0 and $2,117,974 during the six months ended June 30, 2017 and 2016, respectively. In addition, during the six months ended June 30, 2017 and 2016, we received non-interest bearing short-term advances from our Director and Senior Vice President, Ms. Cheng Weihong, in the amount of $356,198 and $384,826, respectively.

 

Our total cash and cash equivalents decreased to $1,567,726 as of June 30, 2017 from $3,004,932 as of December 31, 2016.

  

Working Capital

 

As of June 30, 2017, the Company had working capital of $23,626,413 compared to working capital of $23,576,035 as of December 31, 2016.

 

  32  

 

 

The Company’s cash is used to finance the purchases of inventory, payments for advances from suppliers, and restricted cash as requirements for our financing service operations, lines of credit related to financing services and short-term borrowings. The working capital balance as of June 30, 2017 was not significantly different from that as of December 31, 2016.

  

The Company has aggregate outstanding balance of lines of credit related to financing services of $54,632,818 and $47,081,763 as of June 30, 2017 and December 31, 2016, respectively, and outstanding balances of short-term borrowings of $15,493,837 and $12,961,389 as of June 30, 2017 and December 31, 2016, respectively.

 

We aim to continue to improve the level of our working capital through increased net profits and cash flow and efficiently controlling costs. The Company previously adopted measures to lower holding costs of inventories and continues to develop and maintain good relationships with banks for favorable financing terms.

 

Capital Expenditures

 

We had property and equipment from continuing operations of $290,053 and $317,282 as of June 30, 2017 and December 31, 2016, respectively. We did not have any significant purchases of property and equipment during the six months ended June 30, 2017. The decrease in in the property and equipment balance was primarily a result of depreciation incurred during the six month-period ended June 30, 2017.

 

The following table sets forth a summary of our property and equipment as of June 30, 2017 and December 31, 2016:

 

   

June 30,

2017

   

December 31,

2016

    %  
Computers   $ 83,541     $ 72,134       15.81 %
Office equipment, furniture and fixtures     45,868       44,766       2.46 %
Leasehold improvements     153,014       149,338       2.46 %
Automobiles     1,064,253       1,038,686       2.46 %
Total     1,346,676       1,304,924       3.20 %
Accumulated depreciation and amortization     (1,056,623 )     (987,642 )     6.98 %
Property and equipment, net   $ 290,053     $ 317,282       (8.58 )%

 

Foreign Cash

 

The Company’s deposits in banks located in the PRC and Hong Kong which are not fully protected by insurance. Such uninsured amounts totaled $1,435,653 and $2,853,274 as of June 30, 2017 and December 31, 2016, respectively. If the foreign cash and cash equivalents are expatriated to finance any needs of our operations in the U.S., we may need to accrue and pay U.S. taxes. Currently, we have not provided for U.S. income and foreign withholding taxes on undistributed earnings of our PRC subsidiaries since we intend to reinvest our earnings to further expand our businesses in mainland China and do not intend to declare dividends to our U.S. holding company in the foreseeable future.

 

Indebtedness

 

We entered into several banking facilities with Agricultural Bank of China, PuDong Development Bank, Industrial and Commercial Bank of China, China ZheShang Bank, Shengjing Bank and Bank of Heibei. As of June 30, 2017 and December 31, 2016, the Company had aggregate credit lines of $136 million (RMB920 million) and $125 million (RMB870 million), respectively, and had outstanding balances under these credit lines amounted to $55 million and $47 million, respectively. As of August 10, 2017, the Company had aggregate credit lines of $136 million (RMB920 million) with its banks.

 

As of June 30, 2017 and December 31, 2016, we had an aggregate outstanding loan balance of $15,493,837 and $12,961,389, respectively, related to certain short-term loan agreements with Agricultural Bank of China and China Zheshang Bank. These loans carried interest at rates ranging from 4.79% to 5.81% per annum and maturity dates between six months to one year from the original loan agreement dates. These loans were used for our working capital. We continue to take advantage of the low interest rate environment and our excellent relationships with the major banks to secure loans at attractive terms. In order to expand our revenues on Sales of Automobiles, we are required to have a significant amount of working capital since our suppliers require deposits for orders. As we continue to see growth in our automobile sales business, we expect to continue to use short term loans to finance our business expansion.

 

  33  

 

 

We had an overdraft agreement with PuDong Development Bank which allows us to draw on our bank account an amount up to $2,213,405 (RMB15,000,000). We had no outstanding overdraft balance as of June 30, 2017 and December 31, 2016, respectively.

 

On June 1, 2016, the Company sold 100% of the equity interest in Zhonghe to Huitong for approximately $61.7 million and entered into an agreement to transfer the outstanding payable balance related to the Zhonghe acquisition of approximately $36.1 million to Huitong. We received net cash proceeds of approximately $21.4 million ($25.6 million cash proceeds net of cash at Zhonghe of approximately $173,000 and amount owed to Zhonghe of approximately $4 million.)

  

Trend Information

 

Other than as disclosed elsewhere in this Form 10-Q, we are not aware of any trends, uncertainties, demands, commitments or events for the periods discussed in this section that are reasonably likely to have a material adverse effect on our net revenues, income, profitability, liquidity or capital resources, nor any that caused the disclosed financial information to not necessarily be indicative of future operating results or financial conditions.

 

Off-Balance Sheet Arrangements

 

We do not have any outstanding derivative financial instruments, off-balance sheet guarantees, interest rate swap transactions or foreign currency forward contracts. Furthermore, we do not have any retained or contingent interest in assets transferred to an unconsolidated entity that serves as credit, liquidity or market risk support to such entity. We do not have any variable interest in an unconsolidated entity that provides financing, liquidity, market risk or credit support to us or that engages in leasing, hedging or research and development services with us.

 

Item 3. Quantitative and Qualitative Disclosures About Market Risk

 

Not applicable.

 

Item 4. Controls and Procedures

 

A.       Material Weaknesses

 

As discussed in Item 9A of our Annual Report on Form 10-K for the year ended December 31, 2016, we identified a material weakness in the design and operation of our internal controls. The material weakness is: the Company’s accounting department personnel have limited knowledge and experience in US GAAP.

 

To remediate the material weakness identified in internal control over financial reporting of the Company, we have commenced to: (a) continue our efforts to recruit additional personnel with sufficient knowledge and experience in US GAAP; and (b) continue our efforts to provide ongoing training courses in US GAAP to existing personnel, including our Chief Financial Officer and the Financial Controller.

 

We will continue to monitor and assess our remediation initiatives to ensure that the aforementioned material weakness stated is remediated.

 

B.       Evaluation of Disclosure Controls and Procedures

 

The Company maintains disclosure controls and procedures and internal controls designed to ensure that information required to be disclosed in the Company’s filings under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms. The Company’s management, with the participation of its principal executive and financial officers, has evaluated the effectiveness of the Company’s disclosure controls and procedures as of the end of the period covered by this Quarterly Report on Form 10-Q. Based upon that evaluation and solely due to the unremediated material weakness described above, the Company’s principal executive and financial officers have concluded that such disclosure controls and procedures were not effective for the purpose for which they were designed as of the end of such period. As a result of this conclusion, the financial statements for the period covered by this report were prepared with particular attention to the unremediated material weaknesses previously disclosed. Accordingly, management believes that the condensed consolidated financial statements included in this report fairly present, in all material respects, the Company’s financial condition, results of operations and cash flows as of and for the periods presented, in accordance with accounting principles generally accepted in the U.S, notwithstanding the unremediated weaknesses.

 

C.       Changes in Internal Control over Financial Reporting

 

There was no change in the Company’s internal control over financial reporting that was identified in connection with such evaluation that occurred during the period covered by this Quarterly Report on Form 10-Q that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

 

  34  

 

 

PART II OTHER INFORMATION

 

Item 1. Legal Proceedings.

 

There have been no material developments in any legal proceedings since the disclosures contained in the Registrant’s Form 10-K for the year ended December 31, 2016.

 

Item 1A. Risk Factors.

 

Not required.

 

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.

 

(a) There is no information required to be disclosed on Form 8-K during the period covered by this Form 10-Q that was not so reported.

 

(b) There were no material changes to the procedures by which security holders may recommend nominees to the Registrant’s board of directors during the quarter ended June 30, 2017.

 

Item 6. Exhibits.

 

The following exhibits, which are numbered in accordance with Item 601 of Regulation S-K, are filed herewith or, as noted, incorporated by reference herein:

 

Exhibit

Number

  Exhibit Description
3.1(1)   Articles of Incorporation of the Company, as amended
3.2(2)   Amended and Restated Bylaws of the Company
31.1*   Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2*   Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1*   Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2*   Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS   XBRL Instance Document
101.SCH   XBRL Taxonomy Extension Schema Document
101.CAL   XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF   XBRL Taxonomy Extension Definition Linkbase Document
101.LAB   XBRL Taxonomy Extension Labels Linkbase Document
101.PRE   XBRL Taxonomy Extension Presentation Linkbase Document

 

*Filed herewith

 

(1) Incorporated by reference to the Company’s Form 10-K filed with the Securities and Exchange Commission on April 7, 2016.

 

(2) Incorporated by reference to the Company’s Definitive Schedule 14C Information Statement filed with the Securities and Exchange Commission on December 5, 2008.

 

  35  

 

 

SIGNATURES

 

Pursuant to the requirements of Section 13 or 15(d) 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 AUTO LOGISTICS INC.
     
  By: /s/ Tong Shiping
    Tong Shiping
    Chief Executive Officer
     
  By: /s/ Wang Xinwei
    Wang Xinwei
    Chief Financial Officer

 

Date: August 14, 2017

 

  36  

 

 

Index to Exhibits

 

Exhibit

Number

  Exhibit Description
3.1(1)   Articles of Incorporation of the Company, as amended
3.2(2)   Amended and Restated Bylaws of the Company
31.1*   Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2*   Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1*   Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2*   Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS   XBRL Instance Document
101.SCH   XBRL Taxonomy Extension Schema Document
101.CAL   XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF   XBRL Taxonomy Extension Definition Linkbase Document
101.LAB   XBRL Taxonomy Extension Labels Linkbase Document
101.PRE   XBRL Taxonomy Extension Presentation Linkbase Document

 

*Filed herewith

 

(1) Incorporated by reference to the Company’s Form 10-K filed with the Securities and Exchange Commission on April 7, 2016.

 

(2) Incorporated by reference to the Company’s Definitive Schedule 14C Information Statement filed with the Securities and Exchange Commission on December 5, 2008.

 

 

37

 

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