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EX-31.1 - China Auto Logistics Incv194024_ex31-1.htm
EX-32.2 - China Auto Logistics Incv194024_ex32-2.htm
EX-31.2 - China Auto Logistics Incv194024_ex31-2.htm
EX-32.1 - China Auto Logistics Incv194024_ex32-1.htm

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549

FORM 10-Q

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

For the quarterly period ended June 30, 2010

¨
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: 000-52625
CHINA AUTO LOGISTICS INC.
(Exact Name of Registrant as Specified in Its Charter)

 Nevada
20-2574314
(State or Other Jurisdiction of Incorporation or Organization)
(I.R.S. Employer Identification No.)
  
  
No. 87 No. 8 Coastal Way, Floor 2
  
Construction Bank, FTZ
  
Tianjin Province
  
The People’s Republic of China  300461
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  x No  ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).  Yes  ¨ No  x

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

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

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes  ¨ No  x

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 16, 2010
Common Stock, $.001 par value per share
  
18,100,000 shares


 
 

 

TABLE OF CONTENTS

   
Page
PART I – FINANCIAL INFORMATION
 
Item 1.
Financial Statements
3
 
Condensed Consolidated Balance Sheets as of June 30, 2010 and December 31, 2009 (Unaudited)
3
 
Condensed Consolidated Statements of Income for the Three Months and Six Months Ended June 30, 2010 and 2009 (Unaudited)
4
 
Condensed Consolidated Statements of Comprehensive Income for the Three Months and Six Months Ended June 30, 2010 and 2009 (Unaudited)
5
 
Condensed Consolidated Statements of Cash Flows for the Six Months Ended June 30, 2010 and 2009 (Unaudited)
6
 
Notes to Condensed Consolidated Financial Statements (Unaudited)
8
Item 2.
Management’s Discussion and Analysis of Financial Condition and Results of Operations
15
Item 3.
Quantitative and Qualitative Disclosures About Market Risk
28
Item 4.
Controls and Procedures
28
     
PART II – OTHER INFORMATION
 
Item 1.
Legal Proceedings
29
Item 1A.
Risk Factors
29
Item 2.
Unregistered Sales of Equity Securities and Use of Proceeds
29
Item 3.
Default Upon Senior Securities
29
Item 4.
(Removed and Reserved)
29
Item 5.
Other Information
29
Item 6.
Exhibits
29
     
SIGNATURES 31 
 
 
2

 

PART I – FINANCIAL INFORMATION
Item 1.  Financial Statements

CHINA AUTO LOGISTICS INC.
CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)

   
June 30,
   
December 31,
 
   
2010
   
2009
 
ASSETS
           
Current assets
           
Cash and cash equivalents
  $ 1,931,235     $ 2,255,058  
Restricted cash
    3,236,054       4,296,368  
Accounts receivable – trade
    83,768       -  
Receivables related to financing services
    25,485,629       9,499,219  
Inventories
    20,782,705       16,617,641  
Advances to suppliers
    19,548,472       18,151,077  
Prepaid expenses
    28,479       36,516  
Value added tax refundable
    702,765       368,272  
Total current assets
    71,799,107       51,224,151  
                 
Property and equipment, net
    583,327       487,933  
Total Assets
  $ 72,382,434     $ 51,712,084  
                 
LIABILITIES AND SHAREHOLDERS’ EQUITY
               
Current liabilities
               
Lines of credit related to financing services
  $ 23,865,815     $ 7,766,981  
Bank loans payable
    1,914,327       3,221,933  
Draft notes payable
    -       2,929,030  
Accrued expenses
    239,062       455,276  
Customer deposits
    12,421,417       5,857,640  
Deferred revenue
    144,062       82,185  
Due to shareholder
    1,188,460       975,920  
Due to director
    19,441       19,391  
Income tax payable
    709,643       2,132,891  
Total current liabilities
    40,502,227       23,441,247  
                 
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, 18,100,000 shares issued and outstanding
    18,100       18,100  
Additional paid-in capital
    13,273,530       13,273,530  
Accumulated other comprehensive income
    2,445,029       2,278,788  
Retained earnings
    15,789,718       12,400,067  
Total China Auto Logistics Inc. shareholders’ equity
    31,526,377       27,970,485  
Noncontrolling interests
    353,830       300,352  
Total equity
    31,880,207       28,270,837  
                 
Total liabilities and shareholders’ equity
  $ 72,382,434     $ 51,712,084  

The accompanying notes form an integral part of these condensed consolidated financial statements
 
 
3

 

CHINA AUTO LOGISTICS INC.
CONDENSED CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)

   
Three Months Ended June 30,
   
Six Months Ended June 30,
 
   
2010
   
2009
   
2010
   
2009
 
                         
Net revenue
  $ 54,820,581     $ 45,113,772     $ 108,969,853     $ 90,237,786  
Cost of revenue
    51,786,674       42,751,514       103,199,954       85,496,654  
Gross profit
    3,033,907       2,362,258       5,769,899       4,741,132  
                                 
Operating expenses:
                               
Selling and marketing
    187,127       143,318       385,527       304,147  
General and administrative
    292,362       216,621       684,672       587,603  
Total operating expenses
    479,489       359,939       1,070,199       891,750  
                                 
Income from operations
    2,554,418       2,002,319       4,699,700       3,849,382  
                                 
Other income (expenses):
                               
Interest income
    5,582       2,398       38,167       3,761  
Interest expenses
    (28,191 )     (45,836 )     (67,742 )     (106,417 )
Other income
    5,928       -       5,928       -  
Total other expenses
    (16,681 )     (43,438 )     (23,647 )     (102,656 )
                                 
Income before income taxes
    2,537,737       1,958,881       4,676,053       3,746,726  
                                 
Income taxes
    650,734       503,202       1,235,250       998,304  
                                 
Net income
    1,887,003       1,455,679       3,440,803       2,748,422  
                                 
Less: Net income attributable to
                               
   noncontrolling interests
    25,798       130,452       51,152       262,012  
                                 
Net income attributable to shareholders of China Auto Logistics Inc.
  $ 1,861,205     $ 1,325,227     $ 3,389,651     $ 2,486,410  
                                 
Earnings per share attributable to shareholders of China Auto Logistics Inc.
                               
– basic and diluted
  $ 0.10     $ 0.07     $ 0.19     $ 0.14  
                                 
Weighted average number of common share outstanding
                               
– basic and diluted
    18,100,000       18,100,000       18,100,000       18,100,000  

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

 
4

 

CHINA AUTO LOGISTICS INC.
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (UNAUDITED)

   
Three Months Ended June 30,
   
Six Months Ended June 30,
 
   
2010
   
2009
   
2010
   
2009
 
                         
Net income
  $ 1,887,003     $ 1,455,679     $ 3,440,803     $ 2,748,422  
                                 
Other comprehensive income
                               
 Foreign currency translation adjustments
    160,479       13,792       168,567       9,720  
                                 
Comprehensive income
    2,047,482       1,469,471       3,609,370       2,758,142  
                                 
Less: Comprehensive income attributable to
                               
          noncontrolling interests
    27,992       131,495       53,478       292,629  
                                 
Comprehensive income attributable to shareholders of China Auto Logistics Inc.
  $ 2,019,490     $ 1,337,976     $ 3,555,892     $ 2,465,513  

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

 
5

 

CHINA AUTO LOGISTICS INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

   
Six Months Ended June 30,
 
   
2010
   
2009
 
             
Cash flows from operating activities
           
Net income
  $ 3,440,803     $ 2,748,422  
                 
Adjustments to reconcile net income to net cash provided by (used for) operating activities:
               
Depreciation and amortization
    100,050       108,494  
Change of inventory reserve
    -       (146,257 )
Loss on disposal of property and equipment
    2,495       -  
                 
Changes in operating assets and liabilities:
               
Restricted cash
    1,079,348       (3,090,431 )
Accounts receivable – trade
    (83,322 )     (125,957 )
Receivables related to financing services
    117,943       1,798,546  
Inventories
    (4,044,400 )     243,886  
Advances to suppliers
    (1,311,971 )     (3,271,805 )
Prepaid expenses, other current assets and other assets
    8,203       8,088  
Value added tax refundable
    (328,895 )     447,755  
Deferred tax assets
    -       36,564  
Accounts payable
    -       922,752  
Draft notes payable
    (2,929,437 )     -  
Accrued expenses
    (11,471 )     66,664  
Customer deposits
    6,505,928       267,919  
Deferred revenue
    61,155       2,567  
Income tax payable
    (1,432,829 )     (631,404 )
Net cash provided by (used for) operating activities
    1,173,600       (614,197 )
                 
Cash flows from investing activities
               
Proceeds from disposal of property and equipment
    18,987       -  
Purchase of property and equipment
    (213,702 )     (4,875 )
Net cash used for investing activities
    (194,715 )     (4,875 )
                 
Cash flows from financing activities
               
Proceeds from short-term bank loans
    -       1,316,315  
Repayments of short-term bank loans
    (1,318,247 )     (1,316,315 )
Repayments of lines of credit related to automobile purchases
    -       (662,194 )
Net cash flows used for financing activities
    (1,318,247 )     (662,194 )
                 
Effect of exchange rate change on cash
    15,539       86  
                 
Net decrease in cash and cash equivalents
    (323,823 )     (1,281,180 )
                 
Cash and cash equivalents at the beginning of period
    2,255,058       1,598,781  
Cash and cash equivalents at the end of period
  $ 1,931,235     $ 317,601  
 
 
6

 

CHINA AUTO LOGISTICS INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
(Continued)

   
Six Months Ended June 30,
 
   
2010
   
2009
 
             
Supplemental disclosure of cash flow information:
           
Interest paid
  $ 28,191     $ 108,027  
Income taxes paid
  $ 2,670,329     $ 1,585,494  
                 
Non-cash activities:
               
                 
Increase of borrowings on lines of credit for loans extended to the Company’s customers
  $ 16,010,892     $ 2,355,496  
Increase in balance due to shareholders for accrued expenses paid by shareholder
  $ 206,406     $ 190,750  
                 
Increase of draft notes receivable for customer deposits
  $ -       2,925,870  
                 
Increase of draft notes payable for advances to suppliers
  $ -       2,925,146  
 
The accompanying notes form an integral part of these condensed consolidated financial statements
 
 
7

 

CHINA AUTO LOGISTICS INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)

(1)           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"). The Company's principal business includes (i) sales of both domestically manufactured and imported automobiles, (ii) financing services related to imported automobiles, (iii) automobile information websites and advertising services, (iv) management services to auto malls and (v) logistics services related to the automobile importing process and other automobile import value added services, such as assistance with customs clearance, storage and nationwide delivery services ("Automobile Import Value Added Services").

The accompanying condensed consolidated balance sheet as of December 31, 2009, 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. 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 ("US 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, 2010 and the results of operations for the three-month and six-month periods ended June 30, 2010 and 2009, and the cash flows for the six-month periods ended June 30, 2010 and June 30, 2009. 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, 2009. The results of operations for the three months and six months ended June 30, 2010 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 US 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.

Basis of Consolidation

The 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 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, 2010 and December 31, 2009 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 translation gain adjustments are recorded as other comprehensive income in the condensed consolidated statements of comprehensive income and as a separate component of equity in the condensed consolidated balance sheets.
 
 
8

 

Revenue Recognition

The Company’s main source of income was generated through (1) sales of automobiles, (2) service fees for assisting customers in obtaining bank financing for purchases of automobiles, (3) web-based advertising service fees, including fees from (a) displaying graphic advertisements on the Company’s websites and (b) web-based listing services that allow customers to place automobile related information on the Company’s websites, (4) automobile import value added services, and (5) auto mall management services. The financing services are provided to customers for automobiles not sold by the Company. 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 customers and where collectibility is reasonably assured.

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

Service fees for graphic 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 recognizes revenue from automobile import value added services when such services are performed.

Revenue from auto mall management services is recognized ratably over the service period.

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 sales and are detailed on invoices provided to customers. The Company accounts for Value Added Taxes on a net basis. The Company records and pays business taxes based on a percentage of the net service revenues and reports 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 consolidated balance sheets.

The Company evaluates the collectibility of outstanding receivables at the end of each of the reporting periods and makes estimates for potential credit losses. The Company has not experienced any losses on its accounts receivable historically and accordingly did not record any allowance of credit losses as of June 30, 2010 and December 31, 2009.

Basic and Diluted Earnings Per Share

Basic earnings per common share is computed by dividing net earnings available to common stockholders by the weighted average number of common shares outstanding.  Diluted earnings 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, 2010 and 2009, the Company did not have any common stock equivalents, therefore, the basic earnings per share is the same as the diluted earnings per share.

Reclassifications

Certain prior period amounts included in selling and marketing expenses and general and administrative expenses in condensed consolidated statements of income have been reclassified to cost of revenue, and certain prior period amounts of investing activities and financing activities in condensed consolidated statements of cash flow have been reclassified to operating activities to conform to the current period presentation.

 
9

 

New Accounting Pronouncements Not Yet Adopted

In September 2009, the FASB issued Accounting Standards Update (“ASU”) No. 2009-13 “Revenue Recognition (Topic 605): Multiple Deliverable Revenue Element Arrangements – a consensus of the FASB Emerging Issues Task Force” (“ASU 2009-13”). The new guidance states that if vendor specific objective evidence or third party evidence for deliverables in an arrangement cannot be determined, companies will be required to develop a best estimate of the selling price to separate deliverables and allocate arrangement consideration using the relative selling price method. ASU 2009-13 will be applied prospectively and will become effective during the first quarter of 2011. Early adoption is allowed. The Company does not expect the adoption of this guidance to have a significant effect on its consolidated financial position or results of operations.

(2)           Property and Equipment

A summary of property and equipment is as follows:
   
June 30,
   
December 31,
 
   
2010
   
2009
 
             
Computer
  $ 211,604     $ 210,448  
Office equipment, furniture and fixtures
    169,638       125,676  
Automobiles
    1,131,975       1,029,631  
      1,513,217       1,365,755  
Less: Accumulated depreciation
    929,890       877,822  
    $ 583,327     $ 487,933  

Depreciation and amortization expense for property and equipment amounted to approximately $52,126 and $53,195 for the three months ended June 30, 2010 and 2009, respectively, and $100,050 and $108,494 for the six months ended June 30, 2010 and 2009, respectively.

 (3)           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 15% to 30% of the purchase price of the automobiles. The banks take custody of the automobiles until the borrowings are fully repaid.

China Merchants Bank

In June 2010, the Company entered into a facility line of credit agreement with China Merchants Bank. Under the terms of the agreement, the Company could borrow a maximum amount of $11,044,191 (RMB75,000,000) as of June 30, 2010. As of June 30, 2010, the Company had outstanding balances of $3,914,848. The facility line of credit matures in June 2011 and is guaranteed by a director and a non-related entity.

In May 2009, the Company entered into a facility line of credit agreement with China Merchants Bank. Under the terms of the agreement, the Company could borrow a maximum amount of $13,180,633 (RMB 90,000,000) as of December 31, 2009. As of December 31, 2009, the Company had outstanding balances of $3,739,100. This facility line of credit matured in May 2010 and was guaranteed by a director and a non-related entity.

Agricultural Bank of China

In January 2010, the Company entered into a new facility line of credit agreement with Agricultural Bank of China to facilitate its financing services. Under the terms of the agreement, the Company could borrow a maximum amount of $16,934,427 (RMB 115,000,000) as of June 30, 2010. The Company had an outstanding balance of $14,290,368 as of June 30, 2010. This facility line of credit is guaranteed by three non-related entities.

 
10

 

In January and February 2009, the Company entered into two facility lines of credit with Agricultural Bank of China to facilitate its financing service business. The Company had an outstanding balance of $99,635 as of December 31, 2009. These facility lines of credit expired in December 2009 and were guaranteed by non-related entities.

PuDong Development Bank

In June 2010, the Company entered into a facility line of credit agreement with PuDong Development Bank. Under the terms of the agreement, the Company could borrow a maximum amount of $14,725,589 (RMB100,000,000) as of June 30, 2010. As of June 30, 2010, the Company had outstanding balances of $1,049,803. The facility line of credit matures in June 2011 and is guaranteed by a director and a non-related entity.

In June 2009, the Company entered into a facility line of credit agreement with PuDong Development Bank related to its financing services. Under the terms of the agreement, the Company could borrow a maximum amount of $8,787,089 (RMB 60,000,000) as of December 31, 2009. As of December 31, 2009, the Company had outstanding balances of $3,928,246. This facility line of credit expired in May 2010 and was guaranteed by a non-related entity.

ZheJiang Commercial Bank

In April 2010, the Company entered into a facility line of credit agreement with ZheJiang Commercial Bank. Under the terms of the agreement, the Company could borrow a maximum amount of $7,362,794 (RMB50,000,000) as of June 30, 2010. As of June 30, 2010, the Company had outstanding balances of $4,610,796. The facility line of credit matures in June 2012 and is guaranteed by two directors and two non-related entities.

(4)           Short-term Bank Loans
 
Short-term bank loans as of June 30, 2010 and December 31, 2009 consist of the following:
   
June 30,
   
December 31,
 
   
2010
   
2009
 
             
Loan from Agricultural Bank of China, with interest rate of 5.841% guaranteed by non-related entities, and matures in November 2010
  $ 1,325,303     $ 1,318,063  
                 
Loan from Agricultural Bank of China, with interest rate of 5.841% guaranteed by non-related entities, and matures in November 2010
    589,024       585,807  
                 
Loan from Agricultural Bank of China, with interest rate of 5.346% guaranteed by non-related entities, and matured in March 2010
    -       1,318,063  
    $ 1,914,327     $ 3,221,933  

Weighted average interest rates for these bank loans were 5.841% and 5.663% at June 30, 2010 and December 31, 2009, respectively.

(5)           Draft Notes Payable

The Company issued certain notes payable to suppliers, which notes are guaranteed by the Company’s banks. These notes payable were issued as replacements of the accounts payable. The terms of these draft notes payable vary depending on negotiations with specific suppliers. Typical terms are in the range of three to six months. On the maturity dates, the note holders present these notes to the banks to draw cash based on the note amounts. The Company is subject to a bank fee of 0.05% on notes payable amounts.

As of December 31, 2009, the Company had a draft note payable in the amount of $2,929,030 (RMB 20,000,000). This note was guaranteed by ZheJiang Commercial Bank and matured in March 2010. The Company was required to maintain $2,929,030 as guaranteed funds, which was classified as restricted cash as of December 31, 2009. As of June 30, 2010, the Company had no outstanding draft notes payable.

 
11

 

The purpose of this type of arrangement is to provide additional time to the Company to remit payments while allowing vendors to avoid any credit risk since the vendors are guaranteed payment by the bank.

(6)           Major Customers and Suppliers

Sales to the Company’s largest customer accounted for 24% and 33% of the Company’s sales during the three months ended June 30, 2010 and 2009, respectively, and 28% and 23% of the Company’s sales during the six months ended June 30, 2010 and 2009, respectively. No other customers had more than 10% of the Company sales for these periods.

Purchases from the Company’s largest supplier during the three months ended June 30, 2010 and purchases from its three largest suppliers during the three months ended June 30, 2009 accounted for 10% and 57%, respectively, of the Company’s total purchases. And, during the six months ended June 30, 2010 and 2009, purchases from the Company's three largest suppliers accounted for 42% and 60%, respectively, of the Company’s purchases.

(7)           Related Party Balances and Transactions

Cheng Weihong (the Secretary, 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. As of June 30, 2010 and December 31, 2009, the outstanding balances due to Cheng Weihong were $19,441 and $19,391, respectively.

The Company’s shareholder, Sino Peace Limited, paid on behalf of the Company accrued expenses of $120,939 and $134,158 during the three months ended June 30, 2010 and 2009, respectively, and $206,406 and $190,750 during the six months ended June 30, 2010 and 2009, respectively.  As of June 30, 2010 and December 31, 2009, outstanding balances due to Sino Peace Limited were $1,188,460 and $975,920, respectively.

(8)           Segment Information

The Company has five principal operating segments: (1) sales of automobiles, (2) financing services, (3) web-based advertising services, (4) automobile import value added services, and (5) auto mall management services. These operating segments were determined based on the nature of 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 operations of the Company's operating segments:

 
12

 

Three Months Ended
June 30, 2010
 
Sales of
Automobiles
   
Financing
Services
   
Web-based
Advertising
Services
   
Automobile
Import
Value
Added
Services
   
Auto Mall
Management
Services
   
Corporate
   
Total
 
                                           
Net revenue
  $ 52,782,164     $ 460,468     $ 1,167,519     $ 159,644     $ 250,786     $ -     $ 54,820,581  
                                                         
Cost of revenue
    51,723,982       5,144       28,489       7,560       21,499       -       51,786,674  
                                                         
Operating expenses
                                                       
Selling and marketing
    60,426       39,228       60,178       7,541       19,754       -       187,127  
General and administrative
    54,214       45,214       16,403       7,582       22,768       146,181       292,362  
Total operating expenses
    114,640       84,442       76,581       15,123       42,522       146,181       479,489  
                                                         
Income (loss) from operations
  $ 943,542     $ 370,882     $ 1,062,449     $ 136,961     $ 186,765     $ (146,181 )   $ 2,554,418  

Three Months Ended
June 30, 2009
 
Sales of
Automobiles
   
Financing
Services
   
Web-based
Advertising
Services
   
Automobile
Import
Value
Added
Services
   
Auto Mall
Management
Services
   
Corporate
   
Total
 
                                           
Net revenue
  $ 43,868,870     $ 361,786     $ 712,168     $ 170,948     $ -     $ -     $ 45,113,772  
                                                         
Cost of revenue
    42,720,915       -       28,222       2,377       -       -       42,751,514  
                                                         
Operating expenses
                                                       
Selling and marketing
    71,046       28,629       33,004       10,639       -       -       143,318  
General and administrative
    45,768       17,518       13,466       6,977       -       132,892       216,621  
Total operating expenses
    116,814       46,147       46,470       17,616       -       132,892       359,939  
                                                         
Income (loss) from operations
  $ 1,031,141     $ 315,639     $ 637,476     $ 150,955     $ -     $ (132,892 )   $ 2,002,319  

Six Months Ended
June 30, 2010
 
Sales of
Automobiles
   
Financing
Services
   
Web-based
Advertising
Services
   
Automobile
Import
Value
Added
Services
   
Auto Mall
Management
Services
   
Corporate
   
Total
 
                                           
Net revenue
  $ 105,166,506     $ 780,051     $ 2,244,850     $ 444,338     $ 334,108     $ -     $ 108,969,853  
                                                         
Cost of revenue
    103,081,761       11,528       64,788       15,695       26,182       -       103,199,954  
                                                         
Operating expenses
                                                       
Selling and marketing
    122,491       75,356       123,434       35,421       28,825       -       385,527  
General and administrative
    143,126       105,030       29,406       26,987       37,787       342,336       684,672  
Total operating expenses
    265,617       180,386       152,840       62,408       66,612       342,336       1,070,199  
                                                         
Income (loss) from operations
  $ 1,819,128     $ 588,137     $ 2,027,222     $ 366,235     $ 241,314     $ (342,336 )   $ 4,699,700  
 
 
13

 

Six Months Ended
June 30, 2009
 
Sales of
Automobiles
   
Financing
Services
   
Web-based
Advertising
Services
   
Automobile
Import
Value
Added
Services
   
Auto Mall
Management
Services
   
Corporate
   
Total
 
                                           
Net revenue
  $ 87,950,320     $ 617,767     $ 1,345,418     $ 324,281     $ -     $ -     $ 90,237,786  
                                                         
Cost of revenue
    85,419,727       5,226       61,709       9,992       -       -       85,496,654  
                                                         
Operating expenses
                                                       
Selling and marketing
    159,365       50,123       78,755       15,904       -       -       304,147  
General and administrative
    123,311       34,587       29,371       11,461       -       388,873       587,603  
Total operating expenses
    282,676       84,710       108,126       27,365       -       388,873       891,750  
                                                         
Income (loss) from operations
  $ 2,247,917     $ 527,831     $ 1,175,583     $ 286,924     $ -     $ (388,873 )   $ 3,849,382  

Following are total assets by segment:
Total Assets  
 
Sales of
Automobiles
   
Financing
Services
   
Web-based
Advertising
Services
   
Automobile
Import
Value
Added
Services
   
Auto Mall
Management
Services
   
Corporate
   
Total
 
As of June 30, 2010
  $ 42,051,159     $ 29,103,139     $ 635,760     $ 381,456     $ 83,768     $ 127,152     $ 72,382,434  
                                                         
As of December 31, 2009
  $ 36,248,793     $ 14,212,513     $ 694,877     $ 416,926     $ -     $ 138,975     $ 51,712,084  
 
 
14

 

Item 2.   Management 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, Ever Auspicious International Limited and Tianjin Seashore New District Shisheng Business Trading Group Co. Ltd., 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 consolidated financial statements. This includes discussion of (i) Liquidity, (ii) Capital Resources, (iii) Results of Operations, and (iv) Off-Balance Sheet Arrangements, and any other information that would be necessary to an understanding of the company’s financial condition, changes in financial condition and results of operations.

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,” “expect,” “intend,” “estimate,” “continue” 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, 2009.
 
 
15

 

BUSINESS OVERVIEW

Prior Operations of China Auto Logistics Inc.

China Auto Logistics Inc., formerly Fresh Ideas Media, Inc., was incorporated in the State of Nevada on February 22, 2005. Fresh Ideas Media, Inc. was engaged in the advertising and consulting business. In February 2005, Fresh Ideas Media, Inc. formed a wholly-owned subsidiary, Community Alliance, Inc. (“Community Alliance”), an entity which markets sub-licenses for take-home school folders. Fresh Ideas Media, Inc. had only commenced limited operations and had not yet generated significant revenues, and was therefore considered a development stage company.

The Exchange and the Spin-Off

On November 10, 2008, Fresh Ideas Media, Inc. entered into an Exchange Agreement (the “Exchange”) with Ever Auspicious International Limited, a Hong Kong corporation (“HKCo”), whereby Fresh Ideas Media, Inc. acquired all of the issued and outstanding securities of HKCo in exchange for the issuance by Fresh Ideas Media, Inc. of 11,700,000 newly-issued shares of our common stock. The closing of the Exchange (the “Closing”) occurred on the same day, immediately following the cancellation of an aggregate of 1,135,000 shares of Fresh Ideas Media, Inc.’s common stock held by Phillip E. Ray and Ruth Daily, Fresh Ideas Media, Inc.’s principal stockholders immediately prior to the Closing.  Prior to the Exchange, Phillip E. Ray and Ruth Daily owned approximately 23.89% and 16.58%, respectively, of the issued and outstanding common stock of Fresh Ideas Media, Inc.  As of the Closing, HKCo beneficially owned approximately 64.64% of the voting capital stock of Fresh Ideas Media, Inc.  As a result of the Exchange, HKCo became a wholly owned subsidiary of Fresh Ideas Media, Inc. and Fresh Ideas Media, Inc.’s primary business operations are those of HKCo.  Shortly after the Closing, Fresh Ideas Media, Inc. changed its name to China Auto Logistics Inc.

In connection with the consummation of the Exchange, Fresh Ideas Media, Inc. agreed to complete the spin-off of Community Alliance through a dividend of all of the issued and outstanding capital stock of Community Alliance to holders of Fresh Ideas Media, Inc.’s common stock as of September 9, 2008. The spin-off was approved by the Board of Directors of Fresh Ideas Media, Inc. on September 9, 2008. As a result of the spin-off, the business and operations of HKCo are the sole business and operations of Fresh Ideas Media, Inc.

HKCo was incorporated in Hong Kong on October 17, 2007.  Prior to December 25, 2007, HKCo had minimal assets and no operations. On December 25, 2007, Tianjin Seashore New District Shisheng Business Trading Group Co. Ltd. (“Shisheng”), a company established under the laws of the People’s Republic of China, became a wholly-owned foreign enterprise of HKCo.  This arrangement was approved by the relevant ministries of the PRC government.

Upon the completion of the above-mentioned transactions on December 25, 2007 and November 10, 2008, the Company owned 100% of HKCo which owned 100% of Shisheng, the operating entity of HKCo.  For financial reporting purposes, these transactions were classified as a recapitalization of Shisheng and the historical financial statements of Shisheng were reported as the Company’s historical financial statements.

Shisheng’s businesses include sales of both domestically manufactured automobiles and imported automobiles, providing financing services related to imported automobiles, and providing logistic services relating to the automobile importing process and other automobile import value added services such as assistance with customs clearance, storage and nationwide delivery services. Shisheng holds 98% equity ownership in Hengjia Port Logistics Corp. (“Hengjia”), Ganghui Information Technology Corp. (“Ganghui”) and Zhengji International Trading Corp. (“Zhengji”). Hengjia’s business is to provide web-based advertising services and automobile import value added services to wholesalers and distributors in the imported vehicle trading industry. Ganghui’s business is to provide web-based, real-time information on imported automobiles. Zhengji’s is engaged in sales of both domestically manufactured automobiles and imported automobiles.

Listing on NASDAQ

Effective January 8, 2010, the Registrant commenced trading of its shares of common stock on the NASDAQ Global Market under the trading symbol CALI.
 
 
16

 

Current Business of the Company

The Company, through its website www.at188.com, engages in automobile sales, customs clearance services, storage services and national transportation services.  The Company is the only one-stop automobile service provider in Tianjin which also provides dealer financing to its customers. Additionally, the Company’s website www.at160.com, which covered 15 cities in the beginning of 2010 and currently covers 20 cities, targets domestically manufactured automobile dealers and traders with an effective and efficient quoting platform and a user-friendly interface for the customers to identity the best quotes and packages.

On April 23, 2010, the Company launched its new website www.cali.com.cn to integrate and meet on a single site the needs of the full spectrum of the PRC’s dynamic automotive public, including dealers, suppliers, auto purchasers and drivers of both foreign and domestically manufactured automobiles. On April 21, 2010, the Company entered into a memorandum of understanding with Chongqing Qizhong Technology Development Corporation to acquire www.goodcar.cn and the related business. Goodcar is in the business of providing consumers with information and discounted services relating to automobiles, including discounted gas, parking, car washes, body-shop repair and car maintenance. A definitive acquisition agreement has not yet been finalized for this transaction.

The Company believes the integration of these wide ranging sites and services in a single portal serving a broad spectrum of China's auto living public, as well as the addition of new web-based auto-related services, for businesses and consumers, will drive future growth.

Critical Accounting Policies, Estimates and Assumptions

Our discussion and analysis of our financial condition and results of operations are based upon our condensed consolidated financial statements. These financial statements are prepared in accordance with generally accepted accounting principles in the United States (“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 financial statements, and to disclose the reported amounts of revenues and expenses incurred during the financial reporting periods. The most significant estimates and assumptions include revenues recognition, valuation of inventories and provisions 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 financial statements. We believe there have been no material changes to our critical accounting policies and estimates.

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

Revenue Recognition

The Company’s main source of income was generated through (1) sales of automobiles, (2) service fees for assisting customers in obtaining bank financing on purchases of automobiles, (3) web-based advertising service fees, including fees from (a) displaying graphic advertisements on the Company’s websites and (b) web-based listing services that allow customers to place automobile related information on the Company’s websites, (4) automobile import value added services, and (5) auto mall management services. The financing services are provided to customers on automobiles not sold by the Company. 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 graphic 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 recognizes revenue from automobile import value added services when such services are performed.

 
17

 

Revenue from auto mall management services is recognized ratably over the service period.

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 sales and are detailed on invoices provided to customers. The Company accounts for Value Added Taxes on a net basis. The Company records and pays business taxes based on a percentage of the net service revenues and reports 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 consolidated balance sheets.

The Company evaluates the collectibility of outstanding receivables at the end of each of the reporting periods and makes estimates for potential credit losses. The Company has not experienced any losses on its accounts receivable historically and accordingly did not record any allowance of credit losses as for the three months ended June 30, 2010 and 2009 and as of balance sheet dates.

Inventories

Inventory is stated at the lower of cost (using the first-in-first-out method) or market. We continually evaluate the composition of our inventory, assessing slow-moving and ongoing products. Our inventory is 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.

Currency Reporting

Amounts reported are stated in U.S. Dollars, unless stated otherwise. Our functional currency is Renminbi (“RMB”). Foreign currency transactions (outside the PRC) are translated into RMB according to the prevailing exchange rate at the transaction dates. Assets and liabilities denominated in foreign currencies at the balance sheet dates are translated into RMB at period-end exchange rates. For the purpose of preparing the consolidated financial statements, the consolidated balance sheets of our Company have been translated into U.S. dollars at the current rates as of the end of the respective periods and the 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 translation gain adjustments are recorded as other comprehensive income in the condensed consolidated statements of comprehensive income and as a separate component of equity in the condensed consolidated balance sheets.

Income taxes

Deferred income taxes are recognized for temporary differences between the tax basis of assets and liabilities and their reported amounts in the financial statements, net operating loss carry forwards 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. Current income taxes are provided for in accordance with the laws of the relevant taxing authorities.

The FASB prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. The Company did not incur any interest or penalties related to potential underpaid income tax expenses.

 
18

 

New Accounting Pronouncements Not Yet Adopted

In September 2009, the FASB issued Accounting Standards Update (“ASU”) No. 2009-13 “Revenue Recognition (Topic 605): Multiple Deliverable Revenue Element Arrangements – a consensus of the FASB Emerging Issues Task Force” (“ASU 2009-13”). The new guidance states that if vendor specific objective evidence or third party evidence for deliverables in an arrangement cannot be determined, companies will be required to develop a best estimate of the selling price to separate deliverables and allocate arrangement consideration using the relative selling price method. ASU 2009-13 will be applied prospectively and will become effective during the first quarter of 2011. Early adoption is allowed. The Company does not expect the adoption of this guidance to have a significant effect on its consolidated financial position or 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 should be read in conjunction with the accompanying condensed financial statements and their related notes included in this Quarterly Report on Form 10-Q.
 
RESULTS OF OPERATIONS

Results of Operations for the Three Months Ended June 30, 2010 Compared to the Three Months Ended June 30, 2009

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, 2010
   
% of net
revenue
   
Three
Months
Ended June
30, 2009
   
% of net
revenue
   
Change in
%
 
Net revenue
  $ 54,820,581       100.00 %   $ 45,113,772       100.00 %     21.52 %
Cost of revenue
    51,786,674       94.47 %     42,751,514       94.76 %     21.13 %
Gross profit
    3,033,907       5.53 %     2,362,258       5.24 %     28.43 %
Operating expenses
    479,489       0.87 %     359,939       0.80 %     33.21 %
Income from operations
    2,554,418       4.66 %     2,002,319       4.44 %     27.57 %
Other expenses
    16,681       0.03 %     43,438       0.10 %     (61.60 )%
Income before income taxes and noncontrolling interests
    2,537,737       4.63 %     1,958,881       4.34 %     29.55 %
Net income
    1,887,003       3.44 %     1,455,679       3.23 %     29.63 %
Net income attributable to shareholders of China Auto Logistics Inc.
  $ 1,861,205       3.40 %   $ 1,325,227       2.94 %     40.44 %

For the three months ended June 30, 2010, our net revenue increased 21.52% to $54,820,581, from $45,113,772 for the same period in 2009, and our cost of revenue increased 21.13% to $51,786,674 from $42,751,514 for the same period in 2009. Gross profit margin increased 29 basis points from 5.24% for the three months ended June 30, 2009 to 5.53% for the same period in 2010. As compared to the same period in 2009, our gross profit, income from operations and net income for the three months ended June 30, 2010 increased 28.43% to $3,033,907, 27.57% to $2,554,418 and 29.63% to $1,887,003, respectively, primarily due to an increase in our web-based advertising service revenue and auto mall management service revenue.

Net income attributable to shareholders of China Auto Logistics Inc. increased 40.44% from $1,325,227 for the three months ended June 30, 2009 to $1,861,205 for the three months ended June 30, 2010. The increase was primarily due to an increase in web-based advertising service revenue and auto mall management service revenue, as discussed above, and the Company’s increased share of its subsidiaries’ profits following the increase in Shisheng’s equity ownership of each of Hengjia, Ganghui and Zhengji to 98% on July 23, 2009. Previously, Shisheng held equity interests in those companies of 80%, 80% and 86.4%, respectively.

 
19

 

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, 2010
   
% of net
revenue
   
Three
Months
Ended June
30, 2009
   
% of net
revenue
   
Change in
%
 
Net revenue
  $ 54,820,581       100.00 %   $ 45,113,772       100.00 %     21.52 %
- Sales of Automobiles
    52,782,164       96.28 %     43,868,870       97.24 %     20.32 %
- Financing Services
    460,468       0.84 %     361,786       0.80 %     27.28 %
- Web-based Advertising Services
    1,167,519       2.13 %     712,168       1.58 %     63.94 %
- Automobile Import Value Added Services
    159,644       0.29 %     170,948       0.38 %     (6.61 )%
- Auto Mall Management Services
    250,786       0.46 %     -       0.00 %     100.00 %

Sales of Automobiles

Net revenue from sales of automobiles increased 20.32% to $52,782,164 for the three months ended June 30, 2010 from $43,868,870 for the same period in 2009. During the three months ended June 30, 2010 and 2009, the Company sold 681 automobiles and 522 automobiles, respectively, representing an increase of 30.46% in volume. The average unit selling price per automobile for the three months ended June 30, 2010 decreased 7.77% to $77,507 from $84,040 for the same period in 2009 due to the change in sales mix in the quarter.  During the three months ended June 30, 2010, the number of automobiles sold with unit selling price below $50,000 increased to 26% of total sales of automobiles, representing a 7% period-on-period increase as compared to that for the three months ended June 30, 2009. However, the Company will continue its focus on the marketing of higher-end luxury automobiles.

Sales to the Company’s top three customers, each of which are car dealers, accounted for 32% and 40% of the Company’s sales during the three months ended June 30, 2010 and 2009, 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.

Financing Services

The Company provides financing services (“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.

Net revenue from Financing Services for the three months ended June 30, 2010 increased 27.28% to $460,468 from $361,786 for the same period in 2009. The Company has expanded its aggregate credit lines by approximately $14 million to $50 million as of June 30, 2010, from approximately $36 million as of December 31, 2009. As a result of the increase in credit lines during the period, revenue from financing services increased.

Our revenue growth from financing services is heavily dependent on overall industry growth and economic market conditions in the PRC. A factor that affects our revenue from financing services is our relationship with major commercial banks, with whom we have established good credit.  Any decrease of credit limits or expiration of credit lines or other bank facilities may temporarily reduce our capacity to provide financing services or affect our purchasing power.  However, we have not experienced any difficulties in accessing credit lines and loan facilities with banks in the past. Therefore, we do not foresee any difficulty at this time in obtaining credit lines and loan facilities from our banks.

We provide Financing Services to our customers with our lines of credit with major commercial banks in the PRC, including the Agriculture Bank of China, China Merchants Bank, PuDong Development Bank and ZheJiang Commercial Bank. We continue to strengthen our relationship with these banks and aim to negotiate with additional banks for higher lines of credit at more favorable terms. Based on the Company’s business relationships with certain 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, 2010, the Company had aggregate credit lines of $50,067,001 (RMB340,000,000). Although all of our lines of credit have maturities of less than two years 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.

 
20

 

We view the business of Financing Services and Automobile Import Value Added Services, discussed below, as closely related, and both are heavily dependent upon market conditions. In particular, a tightening of the credit market in the PRC, to the extent it impacts our ability to obtain lines of credit from our banks or other additional financing, will also limit our ability to provide Financing Services to our customers.

Web-based Advertising Services

Revenue generated from advertisements on our websites (“Web-based Advertising Services”) has experienced continuous growth in recent periods as a result of the expanded coverage and increased popularity of our websites. Our revenue from Web-based Advertising Services increased 63.94%, from $712,168 for the three months ended June 30, 2009 to $1,167,519 for the three months ended June 30, 2010.

Currently, our websites have over 190 paid subscribers and over 1,200 advertisers, and cover 20 cities in the PRC. Our www.at188.com and www.at160.com are two of the most popular websites in China dealing with imported and domestic cars. Currently, our revenue from our websites is mainly generated from advertisements. We aim to generate 50% of revenues from our websites subscription fees and advertisements, and 50% from Automobile Import Value Added Services sold over the Internet.  We are rapidly developing our websites and expect continuous growth in revenue from our websites as a result of expanding our reach from 15 cities at the beginning of 2010 to currently 20 cities throughout the PRC, representing increased coverage in additional 8 cities as compared to its presence in 12 cities for the three months ended June 30, 2009. The Company aims to reach 70% of the auto buying public in the PRC in future years.

Automobile Import Value Added Services

Revenue generated through our customs clearance, storage and nationwide delivery services (“Automobile Import Value Added Services”) decreased 6.61%, from $170,948 for the three months ended June 30, 2009 to $159,644 for the three months ended June 30, 2010 due to fewer transactions in the three months ended June 30, 2010.

Auto Mall Management Services

Pursuant to a services agreement entered into by and between the Company and Tianjin Prominent Hero International Logistics Co., Ltd., dated as of March 1, 2010, the Company agreed to provide services to manage Tianjin FTZ International Automobile Exhibition and Sales Center (“Auto Mall Management Services”) for a one-year period for an aggregate consideration of $1,000,000. The Company started to provide such services in March 1, 2010 and the related services fee is recognized ratably over the service period.  The related revenue earned in the period is included under our Auto Mall Management Services segment.

Our Auto Mall Management Services revenue for the three months ended June 30, 2010 was $250,786 and there was no such revenue in the same period of 2009.

Cost of Revenue

   
Three
Months
Ended
June 30,
2010
   
% of net
revenue
   
Three
Months
Ended
June 30,
2009
   
% of net
revenue
   
Change in
%
 
Net revenue
  $ 54,820,581       100.00 %   $ 45,113,772       100.00 %     21.52 %
Cost of revenue
    51,786,674       94.47 %     42,751,514       94.76 %     21.13 %

Our cost of revenue primarily consisted of the cost of automobiles imported from foreign automobile manufacturers and certain direct labor and overhead costs related to our Financing Services, Web-based Advertising Services, Automobile Import Value Added Services and Auto Mall Management Services. Our cost of revenue increased 21.13%, from $42,751,514 for the three months ended June 30, 2009 to $51,786,674 for the three months ended June 30, 2010. The increase was primarily due to an increase in the purchase price of imported automobiles and the number of automobiles sold in the period, which is consistent with our net revenue growth rate.

 
21

 

As our cost of revenue consists primarily of the purchase price of imported automobiles, we have limited control over 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.

Operating Expenses

   
Three
Months
Ended June
30, 2010
   
% of total
   
Three
Months
Ended June
30, 2009
   
% of total
   
Change in
%
 
Operating Expenses
                             
- Selling and Marketing
  $ 187,127       39.03 %   $ 143,318       39.82 %     30.57 %
- General and Administrative
    292,362       60.97 %     216,621       60.18 %     34.96 %
Total
  $ 479,489       100.00 %   $ 359,939       100.00 %     33.21 %

During the three months ended June 30, 2010, our total operating expenses increased 33.21% to $479,487 from $359,939 for the same period in 2009. This increase was a combination of a 30.57% increase in selling and marketing expenses to $187,127 for the three months ended June 30, 2010 from $143,318 for the same period in 2009, and a 34.96% increase in general and administrative expenses (“G&A”) to $292,362 for the three months ended June 30, 2010 from $216,621 for the same period in 2009.

The following table sets forth a breakdown of the primary selling and marketing expenses of the Company:
 
   
Three Months Ended June 30,
   
Change in
%
 
   
2010
   
2009
   
 
 
Primary selling and marketing expenses
                 
- Payroll
  $ 43,184     $ 26,406       63.54 %
- Office supplies
    22,971       13,572       69.25 %
- Entertainment
    8,462       6,070       39.41 %
- Rent
    44,723       42,017       6.44 %

Payroll expenses increased 63.54% to $43,184 for the three months ended June 30, 2010 from $26,406 for the same period in 2009 due to the cost of additional staff for the new segment of Auto Mall Management Services and the rising costs of remuneration packages related to recruiting and maintaining skilled employees. Office supplies were higher in the three months ended June 30, 2010 as a result of the Company’s acquisition of certain low value office equipment.

The following table sets forth a breakdown of the primary G&A expenses of the Company:

   
Three Months Ended June 30,
   
Change in
%
 
   
2010
   
2009
   
 
 
Primary general and administrative expenses
                 
- Payroll
  $ 84,879     $ 42,409       100.14 %
- Entertainment
    18,469       16,581       11.39 %
- Depreciation
    50,997       44,603       14.34 %
- Legal and professional fees
    73,435       49,202       49.25 %

Payroll expenses increased 100.14% to $84,879 for the three months ended June 30, 2010 from $42,409 for the same period in 2009 primarily due to the rising costs of offering competitive remuneration packages to maintain qualified management staff. Entertainment expenses increased by 11.39% from the same period in 2009, primarily due to increase of company events in the three months ended June 30, 2010. Legal and professional fees increased 49.25% for the three months ended June 30, 2010 to $73,435 from $49,202 in the same period of 2009, related to the increased costs of handling U.S. reporting matters.

 
22

 

Depreciation and Amortization

In order to meet the needs of the expansion of its operations, the Company steadily purchased office equipment and updated computer and server hardware and software. As a result of certain office equipment and automobiles being fully depreciated, depreciation and amortization decreased 2.01% for the three months ended June 30, 2010 to $52,126 from $53,195 in the same period of 2009. As of June 30, 2010, the Company does not own any real property.

We depreciate our property and equipment under the straight-line method over the economic useful lives of the assets.

Income from Operations

Income from operations increased 27.57% for the three months ended June 30, 2010 to $2,554,418 from $2,002,319 in the same period of 2009, which is primarily attributable to growth in revenue and gross profit, as discussed above.

Gross profits increased 28.43% for the three months ended June 30, 2010 to $3,033,907 from $2,362,258 in the same period of 2009, due to an increase in net revenues of 21.52% from $45,113,772 to $54,820,581.

In the future, in our automobiles sales business, we aim to improve profitability. We expect to strengthen relationships with our major suppliers to obtain more favorable terms such as freight exemptions and discounts. We also expect increased profit from continued growth in our website services and auto-related services business.

Other Income and Expenses

Other income and expenses consist primarily of interest income and interest expenses. The Company’s interest income is generated by interest earned through bank deposits while interest expenses are amounts paid by the Company with respect to its borrowings from banks.
 
Results of Operations for the Six Months Ended June 30, 2010 Compared to the Six Months Ended June 30, 2009

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,
2010
   
% of net
revenue
   
Six Months
Ended
June 30,
2009
   
% of net
revenue
   
Change in
%
 
Net revenue
  $ 108,969,853       100.00 %   $ 90,237,786       100.00 %     20.76 %
Cost of revenue
    103,199,954       94.71 %     85,496,654       94.75 %     20.71 %
Gross profit
    5,769,899       5.29 %     4,741,132       5.25 %     21.70 %
Operating expenses
    1,070,199       0.98 %     891,750       0.99 %     20.01 %
Income from operations
    4,699,700       4.31 %     3,849,382       4.26 %     22.09 %
Other expenses
    23,647       0.02 %     102,656       0.11 %     (76.96 )%
Income before income taxes and noncontrolling interests
    4,676,053       4.29 %     3,746,726       4.15 %     24.80 %
Net income
    3,440,803       3.16 %     2,748,422       3.05 %     25.19 %
Net income attributable to shareholders of China Auto Logistics Inc.
  $ 3,389,651       3.11 %   $ 2,486,410       2.76 %     36.33 %

For the six months ended June 30, 2010, our net revenue increased 20.76% to $108,969,853, from $90,237,786 for the same period in 2009, and our cost of revenue increased 20.71% to $103,199,954 from $85,496,654 for the same period in 2009. Gross profit margin increased 4 basis points from 5.25% for the six months ended June 30, 2009 to 5.29% for the same period in 2010. As compared to the same period in 2009, our gross profit, income from operations and net income for the six months ended June 30, 2010 increased 21.70% to $5,769,899, 22.09% to $4,699,700 and 25.19% to $3,440,803, respectively primarily due to an increase in our web-based advertising service revenue and auto mall management service revenue.

 
23

 

Net income attributable to shareholders of China Auto Logistics Inc. increased 36.33% from $2,486,410 for the six months ended June 30, 2009 to $3,389,651 for the six months ended June 30, 2010. The increase was primarily due to an increase in web-based advertising service revenue and auto mall management services revenue, as discussed above, and the Company’s increased share of its subsidiaries’ profit following its further acquisitions of equity holdings in each of three subsidiaries to 98% on July 23, 2009.

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, 2010
   
% of net
revenue
   
Six Months
Ended
June 30,
2009
   
% of net
revenue
   
Change in
%
 
Net revenue
  $ 108,969,853       100.00 %   $ 90,237,786       100.00 %     20.76 %
- Sales of Automobiles
    105,166,506       96.51 %     87,950,320       97.47 %     19.57 %
- Financing Services
    780,051       0.72 %     617,767       0.68 %     26.27 %
- Web-based Advertising Services
    2,244,850       2.06 %     1,345,418       1.49 %     66.85 %
- Automobile Import Value Added Services
    444,338       0.41 %     324,281       0.36 %     37.02 %
- Auto Mall Management Services
    334,108       0.30 %     -       0.00 %     100.00 %

Sales of Automobiles

Net revenue from sales of automobiles increased 19.57% to $105,166,506 for the six months ended June 30, 2010 from $87,950,320 for the same period in 2009. During the six months ended June 30, 2010 and 2009, the Company sold 1,307 automobiles and 1,081 automobiles, respectively, representing an increase of 20.91% in volume. The average unit selling price per automobile for the six months ended June 30, 2010 decreased 1.10% to $80,464 from $81,360 for the same period in 2009 due to the change in sales mix in the second quarter of 2010. During the second quarter of 2010, the number of automobiles sold with unit selling price below $50,000 increased to 26% of total sales of automobiles, representing a 7% period-on-period increase as compared to that for the same period in 2009. However, the Company will continue its focus on the marketing of luxury high-end automobiles.

Sales to the Company’s top three customers, each of which are car dealers, accounted for 37% and 33% of the Company’s sales during the six months ended June 30, 2010 and 2009, 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.

Financing Services

Net revenue from Financing Services for the six months ended June 30, 2010 increased 26.27% to $780,051 from $617,767 for the same period in 2009. Our revenue growth from financing services is heavily dependent on overall industry growth and economic market conditions in the PRC. The Company has expanded its aggregate credit lines by approximately $14 million to $50 million as of June 30, 2010, from approximately $36 million as of December 31, 2009. Revenue from Financing Services increased as a result of the increase in credit lines during the period.

Web-based Advertising Services

Our revenue from Web-based Advertising Services increased 66.85%, from $1,345,418 for the six months ended June 30, 2009 to $2,244,850 for the six months ended June 30, 2010. This increase is primarily due to the increased advertisement services rendered following the expended coverage and increased popularity of our websites as a result of expanding our reach from 15 cities at the beginning of 2010 to currently 20 cities throughout the PRC, representing increased coverage in additional 8 cities as compared to its presence in 12 cities for the three months ended June 30, 2009.

Automobile Import Value Added Services

Our Automobile Import Value Added Services revenue increased 37.02%, from $324,281 for the six months ended June 30, 2009 to $444,338 for the six months ended June 30, 2010. The increase is primarily in line with the increase in sales of automobiles.

 
24

 

Auto Mall Management Services

Our Auto Mall Management Services revenue for the six months ended June 30, 2010 was $334,108, which represented revenue from a service agreement entered into with Tianjin Prominent Hero International Logistics Co., Ltd. dated March 1, 2010. There was no such revenue in the same period of 2009.

Cost of Revenue

   
Six Months
Ended
June 30,
2010
   
% of net
revenue
   
Six Months
Ended
June 30,
2009
   
% of net
revenue
   
Change in
%
 
Net revenue
  $ 108,969,853       100.00 %   $ 90,237,786       100.00 %     20.76 %
Cost of revenue
    103,199,954       94.71 %     85,496,654       94.75 %     20.71 %

Our cost of revenue primarily consisted of the cost of automobiles imported from foreign automobile manufacturers and certain direct labor and overhead costs related to our Financing Services, Web-based Advertising Services, Automobile Import Value Added Services and Auto Mall Management Services. Our cost of revenue increased 20.71%, from $85,496,654 for the six months ended June 30, 2009 to $103,199,954 for the six months ended June 30, 2010. The increase was primarily due to an increase in the purchase price of imported automobiles and the number of automobiles sold in the period, which is consistent with our net revenue growth rate.

Operating Expenses

   
Six Months
Ended June
30, 2010
   
% of total
   
Six Months
Ended June
30, 2009
   
% of total
   
Change in
%
 
Operating Expenses
                             
- Selling and Marketing
  $ 385,527       36.02 %   $ 304,147       34.11 %     26.76 %
- General and Administrative
    684,672       63.98 %     587,603       65.89 %     16.52 %
Total
  $ 1,070,199       100.00 %   $ 891,750       100.00 %     20.01 %

During the six months ended June 30, 2010, our total operating expenses increased 20.01% to $1,070,199 from $891,750 for the same period in 2009. This increase was a combination of a 26.76% increase in selling and marketing expenses to $385,527 for the six months ended June 30, 2010 from $304,147 for the same period in 2009, and a 16.52% increase in general and administrative expenses (“G&A”) to $684,672 for the six months ended June 30, 2010 from $587,603 for the same period in 2009.

The following table sets forth a breakdown of the primary selling and marketing expenses of the Company:
 
   
Six Months Ended June 30,
   
Change in
%
 
   
2010
   
2009
   
 
 
Primary selling and marketing expenses
                 
- Payroll
  $ 76,715     $ 48,069       59.59 %
- Office supplies
    54,531       27,026       101.77 %
- Entertainment
    14,665       26,087       (43.78 )%
- Rent
    86,760       83,993       3.29 %

Payroll expenses increased 59.59% to $76,715 for the six months ended June 30, 2010 from $48,069 for the same period in 2009 due to the cost of additional staff for the new segment of Auto Mall Management Services and the rising costs of remuneration packages related to recruiting and maintaining skilled employees. Office supplies and low value consumables are higher in the six months ended June 30, 2010 as a result of the Company’s acquisition of certain low value office equipment.

 
25

 

The following table sets forth a breakdown of the primary G&A expenses of the Company:

   
Six Months Ended June 30,
   
Change in
%
 
   
2010
   
2009
   
 
 
Primary general and administrative expenses
                 
- Payroll
  $ 168,784     $ 84,463       99.83 %
- Entertainment
    42,250       48,904       (13.61 )%
- Depreciation
    96,547       94,492       2.17 %
- Legal and professional fees
    259,313       190,202       36.34 %

Payroll expenses increased 99.83% to $168,784 for the six months ended June 30, 2010 from $84,463 for the same period in 2009 primarily due to the rising costs of offering competitive remuneration packages to maintain qualified management staff. Entertainment decreased by 13.61% compared to that in the same period in 2009, which was primarily due to corporate activities relating to the Company’s listing on NASDAQ in the six months ended June 30, 2009. Legal and professional fees increased 36.34% for the six months ended June 30, 2010 to $259,313 from $190,202 in the same period of 2009, due to the increased costs of handling U.S. reporting matters.

Depreciation and Amortization

In order to meet the needs of its expanding operations, the Company steadily purchased office equipment and updated computer and server hardware and software. As a result of certain office equipment and automobiles being fully depreciated, depreciation and amortization decreased 7.78% for the six months ended June 30, 2010 to $100,050 from $108,494 in the same period of 2009.

Income from Operations

Income from operations increased 22.09% for the six months ended June 30, 2010 to $4,699,700 from $3,849,382 in the same period of 2009, which is primarily attributable to growth in revenue and gross profit. Gross profit increased 21.70% for the six months ended June 30, 2010 to $5,769,899 from $4,741,132 in the same period of 2009, due to an increase in net revenues of 20.76% from $90,237,786 to $108,969,853.

Inflation

We believe that inflation has had a negligible effect on operations for the three and six month periods ended June 30, 2010 and 2009. However, overall commodity inflation is an ongoing concern for our business and has been a considerable operational and financial focus for the Company. We continue to monitor commodity costs and work with our suppliers and customers to manage changes in commodity costs.

LIQUIDITY AND CAPITAL RESOURCES

We generally finance our operations through a combination of operating profit, short-term borrowing from banks and shareholder loans. 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 ordinary 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 the Company 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 the Company.

26


The following table sets forth a summary of our cash flows for the six months ended June 30, 2010 and 2009.

   
Six Months Ended June 30,
 
   
2010
   
2009
 
Net cash provided by (used for) operating activities
  $ 1,173,600     $ (614,197 )
Net cash used for investing activities
    (194,715 )     (4,875 )
Net cash used for financing activities
    (1,318,247 )     (662,194 )
Effect on exchange rate change on cash
    15,539       86  
Cash and cash equivalents at beginning of period
    2,255,058       1,598,781  
Cash and cash equivalents at end of period
    1,931,235       317,601  

Operating Activities

During the six months ended June 30, 2010, we generated net cash from operating activities of $1,173,600, as compared to net cash used for operating activities of $614,197 in the same period of 2009. The increase in net cash from operating activities is primarily a result of our increased net income during the period and a decrease in net cash flows used for working capital as compared to the same period in 2009. This decrease in net cash flows used for working capital is primarily comprised of a $1,079,348 decrease in restricted cash and a $6,505,928 increase in customer deposits, which was partly offset by an increase in advances to suppliers of $1,311,971, an increase in inventories of $4,044,400 and a decrease in draft notes payable of $2,929,437 as compared to the same period in 2009.

During the six months ended June 30, 2009, net cash used for operating activities was primarily comprised of an increase in restricted cash of $3,090,431 and an increase in advances to suppliers of $3,271,805, which was partially offset by a decrease in receivables relating to Financing Services of $1,798,546 and a decrease in accounts payable of $922,752.

Investing Activities

During the six months ended June 30, 2010, net cash used for investing activities was $194,715. This was primarily attributable to cash used for purchases of property and equipment of $213,702.

Financing Activities

During the six months ended June 30, 2010, net cash used for financing activities was $1,318,247, as compared to $662,194 of net cash used for financing activities in the same period of 2009. The net cash used for financing activities mainly represents the repayments of short-term bank loans and lines of credit related to automobile purchases.

Our total cash and cash equivalents increased to $1,931,235 as of June 30, 2010, as compared to $317,601 as of June 30, 2009.

Working Capital

As of June 30, 2010, the Company had working capital of $31,296,880 compared to working capital of $27,782,904 as of December 31, 2009.

The Company’s general cash needs have been to finance the accumulation of inventory and the build-up in accounts receivable and advances to suppliers. As of June 30, 2010, the Company’s inventories increased by $4,165,064 or 25.06%, compared to inventory balances as of December 31, 2009; its receivables related to Financing Services increased by $15,986,410 or 168%; and its advances to suppliers decreased by $1,397,395 or 7.70%, as compared with those as of December 31, 2009.  The Company had outstanding borrowings of $23,865,815, representing 3.07 times of its borrowings as of December 31, 2009.

We aim to continue to improve the level of working capital through increased revenue and efficiently controlling costs.


 
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OFF-BALANCE SHEET ARRANGEMENTS

The Company does not have any outstanding derivative financial instruments, off-balance sheet guarantees or interest rate swap transactions of foreign currency forward contracts.  The Company does 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.  The Company does not have any variable interest in any unconsolidated entity that provides financing, liquidity, market risk or credit support to the Company or that engages in leasing, hedging or research and development services with the Company.

Item 3.   Quantitative and Qualitative Disclosures About Market Risk

Not applicable.

Item 4.   Controls and Procedures

A.           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. The Company's principal executive and financial officers have concluded, based on such evaluation, that such disclosure controls and procedures were effective for the purpose for which they were designed as of the end of such period.

B.           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.
 
 
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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, 2009.

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.   (Removed and Reserved).

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, 2010.

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:

Index to Exhibits

Exhibit
Number
  
Exhibit Description
     
2.1 (1)
 
Share Exchange Agreement, dated as of November 10, 2008, between USCo, the Company and Stockholder.
     
2.2 (1)
 
Share Exchange Agreement dated, as of November 1, 2007, among Ever Auspicious International Limited, Cheng Weihong, Xia Qiming, and Qian Yuxi.
     
2.3 (1)
 
Supplementary Agreement to Share Exchange Agreement, dated as of November 1, 2007, among Ever Auspicious International Limited, Cheng Weihong, Xia Qiming, and Qian Yuxi.
     
3.1 (2)
 
Amended Articles of Incorporation of the Company
     
3.2 (2)
 
Amended and Restated Bylaws of the Company
     
10.1 (1)
 
Lease Agreement, effective as of June 30, 2003, between China Construction Bank Tianjin Tariff-free Zone Branch and Tianjin Shisheng Investment Group Ltd.
     
10.2 (1)
 
Lease Agreement, effective as of January 1, 2007, between Tianjin Port International Car Exhibit Centre and Tianjin Shisheng Investment Group Ltd.
 
 
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10.3 (1)
 
Supplementary Agreement, dated as of December 8, 2007, between Tianjin Port International Car Exhibit Centre and Tianjin Shisheng Investment Group Ltd.
     
10.4 (1)
 
Form of Employment Contract
     
10.5 (3)
 
Audit Committee Charter
     
10.6 (3)
 
Compensation Committee Charter
     
10.7 (3)
 
Corporate Governance and Nominating Committee Charter
     
14.1 (3)
 
Code of Business Conduct and Ethics
     
21.1 (1)
 
Subsidiaries
     
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

* Filed herewith
(1) Incorporated by reference to the Company’s Form 8-K, filed with the Securities and Exchange Commission on November 10, 2008.
(2) Incorporated by reference to the Company’s Definitive Schedule 14C Information Statement, filed with the Securities and Exchange Commission on December 5, 2008.
(3) Incorporated by reference to the Company’s Form 8-K, filed with the Securities and Exchange Commission on December 24, 2008.
 
 
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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

Date:      August 16, 2010

 
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Index to Exhibits

Exhibit
Number
  
Exhibit Description
     
2.1 (1)
 
Share Exchange Agreement, dated as of November 10, 2008, between USCo, the Company and Stockholder.
     
2.2 (1)
 
Share Exchange Agreement, dated as of November 1, 2007, among Ever Auspicious International Limited, Cheng Weihong, Xia Qiming, and Qian Yuxi.
     
2.3 (1)
 
Supplementary Agreement to Share Exchange Agreement, dated as of November 1, 2007, among Ever Auspicious International Limited, Cheng Weihong, Xia Qiming, and Qian Yuxi.
     
3.1 (2)
 
Amended Articles of Incorporation of the Company
     
3.2 (2)
 
Amended and Restated Bylaws of the Company
     
10.1 (1)
 
Lease Agreement, effective as of June 30, 2003, between China Construction Bank Tianjin Tariff-free Zone Branch and Tianjin Shisheng Investment Group Ltd.
     
10.2 (1)
 
Lease Agreement, effective as of January 1, 2007, between Tianjin Port International Car Exhibit Centre and Tianjin Shisheng Investment Group Ltd.
     
10.3 (1)
 
Supplementary Agreement, dated as of December 8, 2007, between Tianjin Port International Car Exhibit Centre and Tianjin Shisheng Investment Group Ltd.
     
10.4 (1)
 
Form of Employment Contract
     
10.5 (3)
 
Audit Committee Charter
     
10.6 (3)
 
Compensation Committee Charter
     
10.7 (3)
 
Corporate Governance and Nominating Committee Charter
     
14.1 (3)
 
Code of Business Conduct and Ethics
     
21.1 (1)
 
Subsidiaries
     
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

* Filed herewith
(1) Incorporated by reference to the Company’s Form 8-K, filed with the Securities and Exchange Commission on November 10, 2008.
(2) Incorporated by reference to the Company’s Definitive Schedule 14C Information Statement, filed with the Securities and Exchange Commission on December 5, 2008.
(3) Incorporated by reference to the Company’s Form 8-K, filed with the Securities and Exchange Commission on December 24, 2008.

 
32