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8-K - FORM 8-K - QKL Stores Inc.v308841_8k.htm

QKL Stores Inc. Announces Fourth Quarter and Full Year 2011 Financial Results

 

 

Daqing, China, April 9, 2012 – QKL Stores Inc. (the “Company”) (Nasdaq: QKLS), a leading regional supermarket chain in Northeastern China, today announced its financial results for the quarter ended December 31, 2011.

 

Mr. Zhuangyi Wang, Chairman and CEO, said, “In the fourth quarter, we were more active with the level of promotional activities among our existing stores opened at least one year in order to strengthen our competitive position. Our 35 older stores that have been operating for more than one year have outperformed our younger stores as many of our new store locations are in new smaller markets which typically take longer to ramp up sales and profit. We believe our product quality, assortment and value can result in improved performance over time.”

 

“During the fourth quarter, we opened up one new store, a 2,400 sq. meter supermarket in Daqing City, Heilongjiang province. We successfully opened 14 new stores in 2011 bringing our store total to 54 locations, comprised of 34 supermarkets, 16 hypermarkets and 4 department stores. We opened a 9,000 sq. meter distribution center in the Liaoning province in the fourth quarter and now have 3 distribution centers situated in the Heilongjiang and Liaoning provinces to better support our growing base of stores.”

 

As we advance into 2012, we plan to slow down the pace of our new store openings. Currently, we expect to open five new supermarket or hypermarket stores this year. We maintain confidence in our strategy of strengthening our store presence in Tier 4 & 5 cities in northeastern China as well as in our core region of operation around Daqing where the majority of our older stores are based.”

 

Fourth Quarter 2011 Financial Results

 

Revenue in the fourth quarter of 2011 increased 20.9% to $103.7 million from $85.8 million in the fourth quarter of 2010. Revenue performance reflected the growth of 35 comparable stores, which are stores that have been open for at least one year before the beginning of the comparison period, or by October 1, 2010, as well as sales from the opening of 19 new stores since October 1, 2010. Same-store sales were approximately $83.5 million in the fourth quarter of 2011, an increase of 9.2% from $76.5 million in the fourth quarter of 2010.The 19 new stores opened since October 1, 2010 generated approximately $20.2 million in the fourth quarter of 2011.

 

Gross profit increased 9.1% year over year to $16.8 million, compared to $15.4 million in the prior year period. Gross profit as a percentage of revenue for the fourth quarter of 2011 was 16.2%, compared to 18.0% for the fourth quarter of 2010. The decrease in gross profit percentage was primarily attributable to increased competition and the low profit margin in our new stores.

 

 

  

Operating expenses increased 172.4% to $34.6 million compared to $12.7 million in the prior year period. This was primarily a result of the impairment charge on goodwill of $19.2 million.

 

Excluding the non cash impairment charge on goodwill, operating expenses increased 21.3% to $15.4 million compared to $12.7 million in the prior year period. This was primarily a result of additional salary, rent and utility expenses, the hiring of more employees, and other operating costs related to the Company’s increased store count over the past year.

 

Excluding the non cash impairment charge on goodwill, operating income was $1.4 million, or 1.4% of sales, from $2.8 million, or 3.2% of total sales, in the fourth quarter of 2010.

 

Fourth quarter 2011 net loss was approximately $(18.3) million, or $(0.60) per diluted share, compared with net income of $2.4 million, or $0.06 per diluted share, for the same period in 2010. Excluding the non cash impairment charge on goodwill and changes in the fair value of warrants, adjusted net income for the three months ended December 31, 2011 was $0.9 million, or $0.03 per diluted share, compared to $2.4 million, or $0.06 per diluted share, in the period prior year.

 

As of December 31, 2011, the Company had $9.0 million in unrestricted cash and $11.0 million in short term bank loans, compared to $17.5 million as of December 31, 2010 and no debt or bank loans.

 

As of December 31, 2011, the Company operated 54 stores totaling 324,400 sq. meters compared to 43 stores totaling 205,976 sq. meters in the prior year period. The Company opened 1 new store location in the fourth quarter of 2011.

 

Full Year 2011 Financial Results

 

Net sales increased by $72.1 million, or 24.2%, to $370.5 million for fiscal 2011 from $298.4 million for fiscal 2010. Thirty-three comparable stores opened for at least one year before the beginning of the comparison period, or by January 1, 2010, generated approximately $298.7 million in sales in 2011, a 9.2% increase compared to $273.5 million in sales in 2010. New store sales increased, reflecting the opening of 21 new stores since January 1, 2010. Fourteen stores opened in 2011 generating approximately $38.4 million for fiscal 2011, and seven stores opened in 2010 generating approximately $26.9 million for fiscal 2011.

 

Gross profit increased by $10.8 million, or 20.4%, to $63.7 million, or 17.2% of net sales, in fiscal 2011 from $52.9 million, or 17.7% of net sales, in fiscal 2010. The change in gross profit was primarily attributable to net sales increased by $71.7 million in 2011 compared to 2010.

 

Selling expenses increased by $19.4 million, or 60.1%, to $51.7 million, or 14.0% of net sales, in fiscal 2011 from $32.3 million, or 10.8% of net sales, in fiscal 2010. The change in selling expense was mainly due to increase in labor costs, depreciation, rent expense, and utilities and other operating costs for fiscal 2011 compared with fiscal 2010 primarily due to support of an increase in store count. In particular, labor costs increased by $11.0 million or 101.9%, to $21.8 million in fiscal 2011 from $10.8 million in fiscal 2010. Depreciation increased by $2.2 million, or 64.7%, to $5.6 million in fiscal 2011 from $3.4 million in fiscal 2010. Rent expenses increased by $4.5 million, or 112.5%, to $8.5 million in fiscal 2011 from $4.0 million in fiscal 2010. Utilities increased by $2.9 million, or 65.9%, to $7.3 million in fiscal 2011 from $4.4 million in fiscal 2010.

 

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General and administrative expenses increased by $0.3 million to $8.5 million, or 2.3% of net sales, in fiscal 2011 from $8.2 million, or 2.7% of net sales, in fiscal 2010. The increase was not material and was mainly due to the appreciation of Chinese Renminbi.

 

Net loss in fiscal 2011 was $(16.6) million compared with net income of $17.4 million in fiscal 2010. Excluding the impairment of goodwill and changes in the fair value of warrants, adjusted net income for fiscal 2011 decreased 72.7% to $2.6 million, or $0.07 per diluted share, from $9.6 million, or $0.24 per diluted share for fiscal 2010.

 

The number of weighted average shares outstanding used in the computation of diluted EPS decreased 24.1% to 30.5 million in fiscal 2011 from 40.2 million in fiscal 2010.

 

Restatement of EPS Results for the Year Ended December 31, 2010 and First Two Quarters of 2011

 

The Company also announced that it has restated its financial statements for the year ended December 31, 2010, the three months ended March 31, 2011 and the three and six months ended June 30, 2011 due to issues raised by the Staff of the SEC in a series of comment letters regarding the Company’s Annual Report and Quarterly Reports filed during 2011 relating to the calculation of earnings per share in the financial statements and related notes. The Company originally filed an 8-K related to this restatement with the SEC on February 23, 2012. These restatements have no financial impact on the company’s historically reported revenue or net income for the preceding financial reporting periods.

The reason for the conclusion regarding the restatement of the aforementioned audited statements is that the Company should have calculated earnings per share in accordance with ASC 260, Earnings Per Share, which requires presentation of earnings per share using the two class method when a company has securities that participate in common stock dividends. Therefore, the Company’s issued and outstanding convertible preferred stock, which participates in dividends of the Company on the same basis as holders of the Company’s common stock, should have been but was not included in the calculation of basic earnings per share using the two class method.

 

The Company’s authorized officers and the Audit Committee have discussed the foregoing matters with the Company’s former and current independent registered public accounting firms, BDO China Shu Lun Pan Certified Public Accountants LLP and Albert Wong & Co LLP. The Board of Directors has authorized and directed that the officers of the Company take the appropriate and necessary actions to restate the Annual Report on Form 10-K for the year ended December 31, 2010 and the Quarterly Reports on Form 10-Q for the quarters ended March 31, 2011 and June 30, 2011. 

 

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A summary of the matters requiring restatement, which impacts fiscal quarters ended December 31, 2010, March 31, 2011 and June 30, 2011, is as follows:

 

  • The estimated impact of the restatement for the full year 2010 resulted in a decrease in basic earnings per share from $0.59 to $0.47 and a decrease in diluted earnings per share from $0.44 to $0.24.

  • The estimated impact of the restatement for the three months ended March 31, 2011 resulted in a decrease in basic earnings per share from $0.09 to $0.07. There was no change to diluted earnings per share for the period ended March 31, 2011.

 

  • The estimated impact of the restatement for the three months ended June 30, 2011 resulted in a decrease in basic earnings per share from $0.07 to $0.06. There was no change to diluted earnings per share for the period ended June 30, 2011.

 

  • The estimated impact of the restatement for the six months ended June 30, 2011 resulted in a decrease in basic earnings per share from $0.09 to $0.07. There was no change to diluted earnings per share for the six month period ended June 30, 2011.

 

Further information concerning the restatement is detailed in the Company's Current Reports on Form 8-K filed with the SEC on February 23, 2012.

 

Conference Call

The Company will conduct a conference call to discuss its fourth quarter and full year 2011 results on Monday, April 9, 2012 at 8:30 am ET. Listeners may access the call by dialing #1-719-325-4926. To listen to the live webcast of the event, please go to http://www.viavid.net. Listeners may access the call replay, which will be available through April 16th, by dialing #1-858-384-5517; conference ID: 6431584.

 

About QKL Stores Inc.:

 

Based in Daqing, China, QKL Stores, Inc. is a leading regional supermarket chain company operating in Northeastern China. QKL Stores sells a broad selection of merchandise, including groceries, fresh food, and non-food items, through its retail supermarkets, hypermarkets and department stores; the company also has its own distribution centers that service its supermarkets. For more information, please access the Company’s website at: www.qklstoresinc.com.

 

Safe Harbor Statement

Certain statements in this release and other written or oral statements made by or on behalf of the Company are “forward looking statements” within the meaning of the federal securities laws. Statements regarding future events and developments and our future performance, as well as management's expectations, beliefs, plans, estimates or projections relating to the future, are forward-looking statements within the meaning of these laws. The forward looking statements are subject to a number of risks and uncertainties including market acceptance of the Company’s services and projects and the Company’s continued access to capital and other risks and uncertainties. The actual results the Company achieves may differ materially from those contemplated by any forward-looking statements due to such risks and uncertainties. These statements are based on our current expectations and speak only as of the date of such statements.

 

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Contact Information

 

QKL Stores, Inc.

 

In China:

ICR, Inc.

 

In U.S.:

Mike Li, Investor Relations Bill Zima
+86-186-6228-1788 +1-203-682-8233

 

 

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(Financial Tables on Following Pages)

 

QKL STORES INC. AND SUBSIDIARIES

Consolidated Balance Sheets

 

   December
31, 2011
   December
31, 2010
 
           
ASSETS          
Cash  $9,037,550   $17,460,034 
Restricted cash   253    77,205 
Accounts receivable   115,163    167,509 
Inventories   54,336,501    44,467,265 
Other receivables   11,991,134    28,236,397 
Prepaid expenses   6,085,379    5,088,825 
Advances to suppliers   10,160,552    3,740,327 
Deferred income tax assets   2,972,570    508,617 
           
Total current assets   94,699,102    99,746,179 
Property, plant equipment, net   43,042,136    24,792,149 
Land use rights, net   748,410    748,533 
Goodwill   26,346,942    43,863,929 
Other assets   520,559    467,927 
           
Total assets  $165,357,149   $169,618,717 
           
LIABILITIES AND STOCKHOLDERS’ EQUITY          
Short term bank loans   10,998,162    - 
Accounts payable   28,417,894    38,944,917 
Cash card and coupon liabilities   16,024,437    10,814,546 
Customer deposits received   931,604    1,495,059 
Accrued expenses and other payables   14,328,656    9,883,282 
Income taxes payable   227,016    2,365,931 
           
Total current liabilities   70,927,769    63,503,735 
Warrant liabilities   -    - 
           
Total liabilities   70,927,769    63,503,735 
           
Commitments and contingencies   -    - 
           
Shareholders’ equity          
Common stock, $.001 par value per share, authorized 100,000,000, shares, issued and outstanding 31,344,590 and 29,743,811 at December 31, 2011 and December 31, 2010, respectively   31,345    29,744 
Series A convertible preferred stock, par value $0.01, 10,000,000 shares authorized, 5,694,549 and 7,295,328 shares outstanding at December 31, 2011 and December 31, 2010, respectively   56,945    72,953 
Additional paid-in capital   91,589,634    90,710,619 
Retained earnings – appropriated   7,282,560    6,012,675 
Retained earnings   (15,758,416)   2,094,850 
Accumulated other comprehensive income   11,227,312    7,194,141 
           
Total shareholders’ equity   94,429,380    106,114,982 
           
Total liabilities and shareholders’ equity  $165,357,149   $169,618,717 

 

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QKL STORES INC. AND SUBSIDIARIES

Consolidated Statements of Operations

 

   Years Ended December 31, 
   2011   2010 
         
Net sales  $370,500,420   $298,399,394 
Cost of sales   306,770,553    245,548,576 
Gross profit   63,729,867    52,850,818 
           
Operating expenses:          
Selling expenses   51,651,713    32,348,721 
General and administrative expenses   8,543,023    8,151,742 
Impairment of goodwill   19,219,870    - 
Total operating expenses   79,414,606    40,500,463 
           
(Loss) income from operations   (15,684,739)   12,350,355 
           
Non-operating income(expense):          
Decrease in fair value of warrants        7,801,649 
Interest income   676,186    670,245 
Interest expense   (121,425    (10,469 
Total non-operating (loss) income   554,761    8,461,425 
           
(Loss) income before income tax   (15,129,978    20,811,780 
           
Income taxes   1,453,403    3,381,216 
           
Net (loss) income  $(16,583,381   $17,430,564 
           
           
Basic (loss) earnings per share of common stock  $(0.54)  $0.47 
Diluted (loss) earnings per share  $(0.54)  $0.24 
           
Weighted average shares used in calculating net income per ordinary share – basic   30,499,855    29,670,468 
           
Weighted average shares used in calculating net income per ordinary share – diluted   30,499,855    40,170,511 

 

 

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QKL STORES INC. AND SUBSIDIARIES

Consolidated Statements of Cash Flows

 

   Years Ended December 31, 
   2011   2010 
         
CASH FLOWS FROM OPERATING ACTIVITIES:          
Net income  $(16,583,381)  $17,430,564 
Depreciation-property, plant and equipment   6,065,858    4,858,011 
Amortization   28,693    28,294 
Deferred income tax   (2,403,124)   (77,850)
Loss on disposal of property, plant and equipment   27,310    180,304 
Share-based compensation   864,608    1,014,755 
Impairment of goodwill   19,219,870    - 
Change in fair value of warrants   -    (7,801,649)
Adjustments to reconcile net income to net cash provided by operating activities:          
Accounts receivable   58,849    125,240 
Inventories   (8,142,931)   (19,009,023)
Other receivables   17,341,478    (13,821,470)
Prepaid expenses   (833,463)   (2,038,694)
Advances to suppliers   (6,275,018)   (2,043,610)
Accounts payable   (12,038,941)   8,791,436 
Cash card and coupon liabilities   4,790,050    2,853,026 
Customer deposits received   (621,496)   (2,487,840)
Accrued expenses and other payables   4,069,493    1,748,832 
Income taxes payable   (2,230,766)   1,175,844 
Net cash (used in) provided by operating activities   3,337,089    (9,073,830)
           
CASH FLOWS FROM INVESTING ACTIVITIES:          
Purchases of property, plant and equipment   (23,640,152)   (8,618,288)
Acquisition of business, net   -    (23,984,428)
Refund of office building purchase   -    11,343,373 
Sales proceeds of fixed assets disposal   155,310    11,533 
Decrease of restricted cash   76,952    104,631 
Net cash used in investing activities   (23,407,890)   (21,143,179)
           
CASH FLOWS FROM FINANCING ACTIVITIES:          
Bank borrowings   10,998,162    - 
Net cash provided by financing activities   10,998,162    - 
           
Net increase in cash   (9,072,639)   (30,217,009)
           
Effect of foreign currency translation   650,155    1,764,245 
           
Cash at beginning of period   17,460,034    45,912,798 
Cash at end of period  $9,037,550   $17,460,034 
           
Supplemental disclosures of cash flow information:          
Interest paid   121,425    10,469 
Income taxes paid  $5,995,442   $2,260,343 

 

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