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Form 8-K KINGOLD JEWELRY, INC. For: May 15

May 15, 2015 4:23 PM EDT

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

 

FORM 8-K

 

 

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): May 15, 2015

 

 

 

KINGOLD JEWELRY, INC.

(Exact name of registrant as specified in its charter)

 

Delaware   001-15819   13-3883101
(State or other jurisdiction of incorporation)   (Commission File Number)   (IRS Employer Identification No.)

 

15 Huangpu Science and Technology Park

Jiang’an District

Wuhan, Hubei Province, PRC

  430023
(Address of principal executive offices)   (Zip Code)

 

Registrant's telephone number, including area code: (011) 86 27 65694977

 

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 
 

 

Item 2.02 Results of Operations and Financial Condition.

 

On May 15, 2015, Kingold Jewelry, Inc. issued a press release announcing its financial results for the first quarter ended March 31, 2015. A copy of the press release is furnished as Exhibit 99.1 to this Form 8-K.

 

The information contained in this Item 2.02 and in the accompanying Exhibit 99.1 shall not be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or incorporated by reference in any filing under the Exchange Act or the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing.

 

 

Item 7.01 Regulation FD Disclosure.

 

The information set forth in “Item 2.02. Results of Operations and Financial Condition,” including the exhibit referred to therein, is incorporated herein by reference.

 

The information contained in this Item 7.01 and in the accompanying Exhibit 99.1 shall not be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or incorporated by reference in any filing under the Exchange Act or the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing.

 

 

Item 9.01 Financial Statements and Exhibits.

 

The information contained in this Item 9.01 and in the accompanying Exhibit 99.1 shall not be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or incorporated by reference in any filing under the Exchange Act or the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing.

 

  (d) Exhibits

 

Exhibit No.   Description
     
99.1   Press release of Kingold Jewelry, Inc., dated May 15, 2015

 

 
 

 

SIGNATURES

 

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

 

       
  KINGOLD JEWELRY, INC.
   

 

 

  By:   /s/ Bin Liu  
     

Name: Bin Liu

Title: Chief Financial Officer

Date: May 15, 2015

 

 

 

 

 

Exhibit 99.1

 

 

 

 

KINGOLD JEWELRY REPORTS FINANCIAL RESULTS

FOR THE FIRST QUARTER ENDED MARCH 31, 2015

 

Company to Hold Conference Call with Accompanying Slide Presentation on Friday, May 15, 2015, at 5:00 PM ET

 

WUHAN CITY, China, May 15, 2015 - Kingold Jewelry, Inc. ("Kingold" or "the Company") (NASDAQ: KGJI), one of China's leading manufacturers and designers of high quality 24-karat gold jewelry, ornaments and investment-oriented products, today announced its unaudited financial results for the first quarter ended March 31, 2015.

 

2015 First Quarter Financial Highlights (all results are compared to prior year period)

·Net sales was $206.2 million, a decrease of 32.9% compared to $307.5 million, largely due to a slowdown in the Chinese economy in recent weeks
·Processed a total of 12.3 metric tons of 24-karat gold products, compared to 14.5 metric tons
·As a result of lower gold prices, the Company incurred a $3.0 million write-down on the value of its inventory
·Gross profit decreased to $10.8 million compared to $26.8 million, and gross margin was 5.2% compared to 8.7%, largely as a result of the write-down of inventory combined with the fact that the prior year period was particularly strong
·Net income was $6.6 million, or $0.10 per diluted share, compared to $16.1 million, or $0.24 per diluted share

 

Outlook for 2015

·Company reiterates 2015 guidance of between 70 and 80 metric tons of 24-karat gold processed in 2015, while noting that a protracted period of lesser demand may require a reassessment as the Company progresses further in the year.

 

 

RECENT SIGNIFICANT EVENTS

·April 6, 2015: The Company announced that it has entered into a convertible note purchase agreement with a majority-owned subsidiary of Fosun International Limited (“Fosun”) pursuant to which the Company will issue and sell to Fosun a $15 million aggregate principal amount 6.0% Senior Secured Convertible Note due 2018, subject to customary closing conditions, and which must close prior to May 31, 2015. 
·May 6, 2015: The Company announced that it has recently launched an online retail flagship store on Tmall.com, a large business-to-consumer online retail platform owned by Alibaba Group.

 

Mr. Zhihong Jia, Chairman and CEO of the Company, commented, “We were pleased to maintain profitability during the first quarter of 2015 despite the unusually weak market conditions associated with the slowdown of the Chinese economy and drop in the price of gold. Our net sales decreased due to larger customers delaying purchases during this period, and our investment gold business was also significantly affected. We have taken a proactive approach to reach out to new clients as well as deepen relationships with our key customers. We have recently launched our online retail flagship store on Tmall.com, leveraging our team’s experience from Kingold’s past online efforts to create a convenient and consumer friendly platform at minimal operating expense. We see it as a strong step in diversifying our revenue and expanding into a higher margin, direct retail business.”

 

 

 
 

 

 

Kingold Jewelry, Inc. Page 2
May 15, 2015  

 

 

Chairman Jia continued, “Recently, we announced the proposed $15 million strategic investment from a majority-owned subsidiary of Fosun International, which owns one of the nation’s top gold mining companies and a top gold retailer in China. We anticipate utilizing the proceeds from this strategic investment to accelerate the development of our Kingold Jewelry Cultural Industry Park. Assuming we can meet the remaining closing conditions prior to May 31, 2015, we expect to close the transaction this month and we look forward to long-term strategic partnership with Fosun international in the future.”

 

UPDATE ON Kingold Jewelry cultural industry Park (“Jewelry park”)

 

Chairman Jia stated, “We continue to progress on all fronts surrounding the Jewelry Park, as we are now solely focused on completing all exterior and interior design elements. We are seeking sales opportunities for the properties under development and have been successful to date in achieving the necessary financing to progress with the project. We are still on track for a December 2015 opening and feel very confident that the endeavor will ultimately deliver a strong return-on-investment for Kingold and its stockholders.”

 

 

2015 FIRST QUARTER OPERATIONAL REVIEW

·For the three months ended March 31, 2015, Kingold processed approximately 12.3 metric tons of 24-karat gold products, compared to 14.5 metric tons processed in the first quarter of 2014.

 

Metric Tons of Gold Processed
  Three Months Ended:
  March 31, 2015 March 31, 2014
  Volume % of Total Volume % of Total
Branded* 5.6 45.5% 7.9 54.5%
Customized** 6.7 54.5% 6.6 45.5%
Total 12.3 100% 14.5 100%

 

*   Branded Production:   The Company acquires gold from the Shanghai Gold Exchange to produce branded products.
**   Customized Production:   Clients who purchase customized products supply gold to the Company for processing.

 

·For the three months ended March 31, 2015, the Company processed a total of 12.3 metric tons of gold, of which branded production was 5.6 metric tons, representing 45.5% of total gold processed, and customized production was 6.7 metric tons, representing 54.5% of total gold processed in the first quarter of 2015. In the first quarter of 2014, the Company processed a total of 14.5 metric tons, of which branded production was 7.9 metric tons, or 54.5% of the total gold processed, and customized production was 6.6 metric tons, or 45.5% of total gold processed.

 

 

2015 FIRST QUARTER FINANCIAL REVIEW

 

Net Sales

Net sales for the three months ended March 31, 2015 was $206.2 million, a decrease of $101.3 million, or 32.9% from $307.5 million for the same period in 2014. Of the $101.3 million decrease in net sales, approximately $85.9 million was due to decreased production as a result of decreased demand, $13.2 million was due to drop in the price of gold and the remainder was due to currency exchange translation.

 

Gross Profit

Gross profit for the three months ended March 31, 2015 was $10.8 million, a decrease of $16.0 million, or 59.8%, from $26.8 million for the same period in 2014.

 

 
 

 

 

Kingold Jewelry, Inc. Page 3
May 15, 2015  

 

 

Gross Margin

The Company’s gross margin was 5.2% for the three months ended March 31, 2015, compared to 8.7% in the prior year period.

 

The substantial decrease was due to the fact that the Company purchased large quantities of gold inventory at year end 2013 and beginning of 2014 at low market prices, making the first quarter 2014 production at a cost much lower than normal. Additionally, the Company had a $3.0 million write-down of inventory due to the decrease in the price of gold in the first quarter of 2015.

 

Net Income

Net income for the three months ended March 31, 2015 was $6.6 million, or $0.10 per diluted share based on 66.0 million weighted average diluted shares outstanding, compared to net income of $16.1 million in the prior year period, or $0.24 per diluted share based on 66.6 million weighted average diluted shares outstanding in the prior-year period.

 

Balance Sheet and Cash Flow

(in millions except for percentages) 3/31/2015   12/31/2014  

% Changed

  (Unaudited)   (Audited)    
Cash $70.5   1.3   5292.3%
Inventories (gold) 212.7   212.4   0.1%

Working Capital (Current Assets – Current Liabilities)

182.4   183.7   (0.7%)
Stockholders’ Equity 266.1   258.2   3.1%

 

Net cash provided by operating activities was $9.4 million for the three months ended March 31, 2015, compared with net cash used in operating activities of $18.8 million for the same period in 2014. The change was mainly because of the decrease in inventory as a result of decreased production as a result of weaker demand.

 

Kingold’s net cash from operating activities can fluctuate significantly due to changes in inventories (principally gold). Other factors that may vary significantly include the Company’s purchases of gold and income taxes. The Company expects that the net cash it generates from operating activities will continue to fluctuate as the Company’s inventories, receivables, accounts payables, and the other factors described above change with increased production and the purchase of larger quantities of raw materials (principally gold).

  

 
 

 

 

Kingold Jewelry, Inc. Page 4
May 15, 2015  

 

 

OUTLOOK FOR 2015

Based on its existing resources and capacity, the Company reiterates that its gold processed is expected to be between 70 metric tons and 80 metric tons during 2015.

 

Chairman Jia, concluded, “We remain confident that the delay in our customers’ purchasing habits is a matter of a short-term reaction to the lower gold pricing. With our efforts towards diversifying revenue streams, we still feel confident in achieving our previously stated volume totals. However, we certainly note that a protracted period of lesser demand may require a reassessment as the Company progresses further in the year.”

 

Conference Call Details

Kingold also announced that it will discuss these financial results in a conference call on Friday, May 15, 2015, at 5:00 PM ET.

The dial-in numbers are:

 

Live Participant Dial In (Toll Free): 877-407-9038
Live Participant Dial In (International): 201-493-6742

 

The conference call will also be webcast live. To listen to the call, please go to the Investor Relations section of Kingold's website at www.kingoldjewelry.com, or click on the following link:  http://kingoldjewelry.equisolvewebcast.com/q1-2015. The Company will also have an accompanying slide presentation available in PDF format on its homepage prior to the conference call.

 

About Kingold Jewelry, Inc.

Kingold Jewelry, Inc. (NASDAQ: KGJI), centrally located in Wuhan City, one of China's largest cities, was founded in 2002 and today is one of China's leading designers and manufacturers of 24-karat gold jewelry, ornaments, and investment-oriented products. The Company sells both directly to retailers as well as through major distributors across China. Kingold has received numerous industry awards and has been a member of the Shanghai Gold Exchange since 2003. For more information, please visit www.kingoldjewelry.com.


Business Risks and Forward-Looking Statements

This press release contains forward-looking statements that are subject to the safe harbors created under the Securities Act of 1933, as amended, and the Securities Exchange Act of 1934, as amended. You can identify these forward-looking statements by words such as “expects,” “believe,” “project,” “anticipate,” or similar expressions. The forward-looking statements in this release include, but are not limited to, statements regarding Kingold’s outlook with respect to its 2015 gold processing, expectations with respect to expansion into a higher margin, direct retail business through the online retail store, expectations with respect to completion of construction of the Jewelry Park and planned grand opening, as well as its ability to engage in presales and finance the remaining construction, and its expectations with respect to a long-term partnership with Fosun. Readers are cautioned that actual results could differ materially from those expressed in any forward-looking statements. Forward-looking statements are subject to a number of risks, including those contained in Kingold's SEC filings available at www.sec.gov, including Kingold's most recent Annual Report on Form 10-K and Quarterly Reports on Form 10-Q. Readers are cautioned not to place undue reliance on any forward-looking statements, which speak only as of the date on which they are made. Kingold undertakes no obligation to update or revise any forward-looking statements for any reason.

 

Company Contact
Kingold Jewelry, Inc.
Bin Liu, CFO
Phone: +1-847-660-3498 (US) / +86-27-6569-4977 (China)

[email protected]

INVESTOR RELATIONS
The Equity Group Inc.
Katherine Yao, Associate
+86 10-6587-6435
[email protected]

 

 
 

 

 

Kingold Jewelry, Inc. Page 5
May 15, 2015  

 

KINGOLD JEWELRY, INC.
CONDENSED CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME
(IN U.S. DOLLARS)
(UNAUDITED)
   For the three months ended
March 31,
 
   2015   2014 
         
NET SALES  $206,195,220   $307,453,098 
           
COST OF SALES          
Cost of sales   (195,120,956)   (280,376,607)
Depreciation   (309,001)   (308,279)
Total cost of sales   (195,429,957)   (280,684,886)
           
GROSS PROFIT   10,765,263    26,768,212 
           
OPERATING EXPENSES          
Selling, general and administrative expenses   1,678,366    2,565,176 
Stock compensation expenses   212,783    612,995 
Depreciation   25,191    31,108 
Amortization   3,075    3,089 
Total operating expenses   1,919,415    3,212,368 
           
INCOME FROM OPERATIONS   8,845,848    23,555,844 
           
OTHER INCOME (EXPENSES)          
Interest Income   17,270    - 
Interest expense   (297,537)   (678,523)
Total other expenses, net   (280,267)   (678,523)
           
INCOME FROM OPERATIONS BEFORE TAXES   8,565,581    22,877,321 
           
INCOME TAX PROVISION (BENEFIT)          
Current   2,728,902    6,489,043 
Deferred   (744,525)   275,634 
Total income tax provision   1,984,377    6,764,677 
           
NET INCOME  $6,581,204   $16,112,644 
           
OTHER COMPREHENSIVE INCOME (LOSS)          
Total foreign currency translation gains (loss)  $1,099,665   $(1,989,671)
           
COMPREHENSIVE INCOME  $7,680,869   $14,122,973 
           
Earnings per share          
Basic  $0.10   $0.24 
Diluted  $0.10   $0.24 
Weighted average number of shares          
Basic   65,963,502    65,807,394 
Diluted   65,963,502    66,617,212 

 

 
 

 

 

Kingold Jewelry, Inc. Page 6
May 15, 2015  

 

KINGOLD JEWELRY, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(IN U.S. DOLLARS)
(UNAUDITED)
         
   March 31,   December 31, 
   2015   2014 
         
ASSETS
           
CURRENT ASSETS          
Cash  $70,459,741   $1,331,658 
Restricted cash   14,865,906    14,793,632 
Accounts receivable   -    503,406 
Inventories   212,657,866    212,396,363 
Other current assets and prepaid expenses   106,758    57,971 
Deferred financing costs   490,148    - 
Value added tax recoverable   4,360,873    4,501,426 
Deferred income tax assets   747,420    - 
Total current assets   303,688,712    233,584,456 
           
PROPERTY AND EQUIPMENT, NET   9,120,424    9,390,258 
           
OTHER ASSETS          
Deposit on land use right-Jewelry Park   9,860,438    9,819,687 
Construction in progress - Jewelry Park   64,135,588    58,310,818 
Other assets   157,730    157,078 
Land use right   490,981    492,027 
Total other assets   74,644,737    68,779,610 
TOTAL ASSETS  $387,453,873   $311,754,324 
           
LIABILITIES AND STOCKHOLDERS' EQUITY
           
CURRENT LIABILITIES          
Short term loans  $16,338,267   $16,270,745 
Long term loans - current maturities   32,652,028    28,844,777 
Debts payable   65,353,070    - 
Other payables and accrued expenses   3,421,721    2,970,770 
Customer deposits   690,059    - 
Income tax payable   2,739,513    978,713 
Other taxes payable   126,088    777,537 
Total current liabilities   121,320,746    49,842,542 
           
Long term loans   -    3,672,308 
TOTAL LIABILITIES   121,320,746    53,514,850 
           
COMMITMENTS AND CONTINGENCIES          
           
EQUITY          
Preferred stock, $0.001 par value, 500,000 shares          
authorized, none issued or outstanding          
as of March 31, 2015 and December 31, 2014   -    - 
Common stock $0.001 par value, 100,000,000 shares          
authorized, 65,963,502 and 65,963,502 shares issued and outstanding          
as of March 31, 2015 and December 31, 2014   65,963    65,963 
Additional paid-in capital   79,672,958    79,460,175 
Retained earnings          
  Unappropriated   169,583,280    163,002,075 
  Appropriated   967,543    967,543 
Accumulated other comprehensive income   15,843,383    14,743,718 
Total stockholders' equity   266,133,127    258,239,474 
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY  $387,453,873   $311,754,324 

 

 
 

 

 

Kingold Jewelry, Inc. Page 7
May 15, 2015  

 

KINGOLD JEWELRY, INC.
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
(IN U.S. DOLLARS)
(UNAUDITED)
   For the three months ended
March 31,
 
   2015   2014 
CASH FLOWS FROM OPERATING ACTIVITIES          
Net income  $6,581,204   $16,112,644 
Adjusted to reconcile net income to cash provided by (used in) operating activities:          
Depreciation   334,192    339,387 
Amortization of intangible assets   3,075    3,089 
Share based compensation for services   212,783    612,995 
Inventory valuation allowance   2,978,101    - 
Deferred tax  (benefit) provision   (744,525)   275,634 
Changes in operating assets and liabilities          
(Increase) decrease in:          
Accounts receivable   503,537    473,101 
Inventories   (2,360,577)   (45,275,221)
Other current assets and prepaid expenses   (48,362)   8,147,809 
     Deferred financing costs   (488,249)   - 
Value added tax recoverable   158,617    (1,628,968)
Increase (decrease) in:          
Other payables and accrued expenses   442,050    (263,291)
Customer deposits   687,386    - 
Income tax payable   1,749,934    3,222,075 
Other taxes payable   (652,139)   (847,977)
Net cash provided by (used in) operating activities   9,357,027    (18,828,723)
           
CASH FLOWS FROM INVESTING ACTIVITIES          
Purchase of property and equipment   (26,586)   (69,937)
Cash deposit for land use right-Jewelry Park   -    (8,173,006)
Cash payment in construction in progress-Jewelry Park   (5,561,161)   - 
Net cash used in investing activities   (5,587,747)   (8,242,943)
           
CASH FLOWS FROM FINANCING ACTIVITIES          
Proceeds from bank loans-short term   -    7,764,356 
Repayments of bank loans-short term   -    (17,980,614)
Proceeds from long term loan   -    3,689,295 
Long term investment        - 
Restricted cash   (10,839)   (12,888,539)
Proceeds from related party loan   -    64,901,350 
Repayments of related party loan   -    (12,980,270)
Proceeds from debt financing instruments private placement   65,099,928    - 
Net cash provided by financing activities   65,089,089    32,505,578 
           
EFFECT OF EXCHANGE RATES ON CASH AND CASH EQUIVALENTS   269,714    (213,403)
           
NET INCREASE IN CASH AND CASH EQUIVALENTS   69,128,083    5,220,509 
           
CASH AND CASH EQUIVALENTS, BEGINNING OF YEAR   1,331,658    2,284,930 
           
CASH AND CASH EQUIVALENTS, END OF YEAR  $70,459,741   $7,505,439 
           
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION          
           
Cash paid for interest expense  $1,332,444   $4,345,677 
Cash paid for income tax  $978,968   $3,266,968 

 

 


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