UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

____________________

 

FORM 6-K

Report of Foreign Private Issuer

Pursuant to Rule 13a-16 or 15d-16

Under the Securities Exchange Act of 1934

For the Month of November 2008

_______________________

 

Commission File No. 1-14742

 

JINPAN INTERNATIONAL LIMITED

(Translation of Registrant’s Name into English)

 

c/o Hainan Jinpan Special Transformer Works

Section D-2,

No. 100 Industry Avenue

Jinpan Development Area

Haikou, Hainan PRC

(Address of Principal Executive Office)

 

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:        Form 20-F         Form 40-F

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): o

Note : Regulation S-T Rule 101(b)(1) only permits the submission in paper of a Form 6-K if submitted solely to provide an attached annual report to security holders.

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): o

Note : Regulation S-T Rule 101(b)(7) only permits the submission in paper of a Form 6-K submitted to furnish a report or other document that the registrant foreign private issuer must furnish and make public under the laws of the jurisdiction in which the registrant is incorporated, domiciled or legally organized (the registrant’s “home country”), or under the rules of the home country exchange on which the registrant’s securities are traded, as long as the report or other document is not a press release, is not required to be and has not been distributed to the registrant’s security holders, and, if discussing a material event, has already been the subject of a Form 6-K submission or other Commission filing on EDGAR.

Indicate by check mark whether the registrant by furnishing the information contained in this form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934:          o Yes   o No

If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): 82-______________

 


Attached hereto as Exhibit 1 and incorporated by reference herein is the Registrant’s press release, dated November 14, 2008.

SIGNATURE

Pursuant to the requirements 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.

 

JINPAN INTERNATIONAL LIMITED

  

   

 

By:

/s/ Mark Du
Name: Mark Du

Title:

Chief Financial Officer

 

Dated: November 14, 2008

 


 

Exhibit No.

Description

1.

Press release, dated November 14, 2008.

 


Exhibit 1

 

Jinpan International Reports Third Quarter 2008 Financial Results

- 3Q08 Sales Increase 52% to $44.7 Million - - 3Q08 Net Income Increases 25% to $5.2 Million -

•  Friday November 14, 2008, 8:00 am EST

ENGLEWOOD CLIFFS, N.J., Nov. 14 /PRNewswire-FirstCall/ -- Jinpan International Ltd. (Nasdaq: JST - News ), a leading designer, manufacturer, and marketer of cast resin transformers for power distribution and wind energy products, today announced consolidated financial results for the third quarter ended September 30, 2008.

Total sales for the third quarter reached $44.7 million, a 51.9% increase over total sales of $29.5 million for the same period last year. The increase in sales was primarily a result of strong demand for the Company’s cast resin transformers, both in China and internationally, as well as increased sales for the Company’s wind energy products which include transformers and reactors for wind energy applications.

Sales outside of China in the third quarter increased 725% to 5.8 million, or 13% of total sales, compared to $0.8 million, or 2.7% of total sales, for the same period last year. Cast resin transformers, switch gears and unit substations represented $38.3 million, or 86%, of sales in the third quarter while wind energy products represented $6.5 million, or 14%, of total sales.

Gross profit in the third quarter was $14.0 million, a 33% increase over the same period last year. Third quarter gross margin decreased 440 basis points to 31.4%, compared to 35.8% in the same period last year. During the third quarter the Company was negatively impacted by an increased in the cost of its raw materials. Due to the contractual terms of many of the Company’s customer purchase order agreements, the Company was not able to pass the effect of this cost increase on to its customers until after the completion of the third quarter. Consequently, the Company believes that gross margin will trend higher in the fourth quarter due to the recent decline in raw material prices.

Selling and administrative expenses in the third quarter were $6.7 million, or 15.0% of sales, compared to $5.7 million, or 19.5% of sales, in the same period last year. Selling and administrative expenses on a percentage basis decreased due to the implementation of strict cost control measures.

Operating income in the third quarter of 2008 increased 52% to $7.3 million, or 16.4% of sales, compared to $4.8 million, or 16.4% of sales, in the same period last year.

 


Net income for the third quarter of 2008 increased 24.8% to $5.2 million, or $0.63 per diluted share, compared to $4.1 million, or $0.51 per diluted share, in the same period last year.

Mr. Zhiyuan Li, Chief Executive Officer of Jinpan, commented, “We are proud to see continued strong growth in our business. Despite the challenging market environment, overall demand for our cast resin and power distribution products remains healthy. We believe we are developing an effective operating platform, targeting the right end markets, and have the financial strength to further expand our business opportunity for the remainder of this year and beyond. We anticipate continued growth in our existing markets within China, and believe that our business outside of China will contribute more meaningfully to our revenue stream in the future.”

The Company’s cash position at the end of the third quarter was $12.3 million compared to $17.1 million as of December 31, 2007 and $11.4 million at the end of the second quarter of 2008.

Accounts receivable at September 30, 2008, increased to $60.0 million from $43.0 million as of December 31, 2007 largely due to the increase in total sales. Accounts receivable as a percentage of trailing twelve months revenue was 38% in the third quarter, which is within the same range as the prior year period.

Inventories at September 30, 2008 were valued at $35.5 million, a 7% increase from the end of the second quarter of 2008 and a 37.8% increase from the end of the fourth quarter of 2007. The increase in inventory also reflects the additional capacity at the Company’s Wuhan manufacturing facility requiring supporting raw material and work-in-progress inventory.

Through the first nine months of 2008, revenue increased 40.4% to $109.1 million compared to $77.8 million for the same period last year. Gross profit through the first nine months of 2008 increased 36.1% to $35.3 million, or 32.4% of sales, compared to $26.0 million, or 33.4% of sales, for the same period last year. Selling and administrative expenses through the first nine months of 2008 were $18.2 million, or 16.7% of sales, compared to $14.2 million, or 18.2% of sales, for the same period last year. Operating income through the first nine months of 2008 increased 44.8% to $17.1 million compared to $11.8 million for the same period last year. Net income through the first nine months of 2008 increased 38.2% to $13.6 million, or $1.67 per diluted share, compared to $9.8 million, or $1.21 per diluted share, for the same period last year.

2008 Financial Outlook

The Company reiterates its 2008 outlook of sales of approximately $155 million, which represents a 30% increase over 2007 sales of $119.6 million. The Company is modifying its 2008 net income estimates from approximately $21.4 million, or $2.64 per diluted share, to a range of $20.0-$20.5 million, or $2.45-$2.52 per diluted share in order to account for increased taxes due from the Company’s U.S. operations, which

 


are expected to represent a higher percentage of total overall revenue in 2008 than originally anticipated. These forecasts include the sales contributions from the Wuhan manufacturing facility which opened in June, 2008.

Mr. Li continued, “We remain focused on becoming a leading supplier of electrical power distribution equipment. Demand for electricity continues to grow on a global scale and our business is well positioned to capitalize on ongoing economic and infrastructure growth in China as well as from increased alternative energy projects in markets around the world. We continue to focus on increasing our market penetration, developing high margin power distribution products and enhancing our operations to increase manufacturing capacity and efficiency. We remain encouraged with our performance and look forward to continued progress ahead.”

Conference Call

The Company will hold a conference call to discuss the financial results at 9:00 a.m. ET today. The Company invites you to join the call by dialing 1-913-312-0843. A live webcast of the conference call will be available at http://www.viavid.net . A replay of the call will be available after the call through November 28, 2008. Listeners may access the replay by dialing 1-719-457-0820, passcode: 3940737.

About Jinpan International Ltd.

Jinpan International Ltd. (Nasdaq: JST - News ) designs, manufactures, and markets cast resin transformers for power distribution and wind energy products. Jinpan’s cast resin transformers allow high voltage transmissions of electricity to be distributed to various locations in lower, more usable voltages. The Company has obtained ISO9001 and ISO1401 certifications of its cast resin transformers. Its principal executive offices are located in Hainan, China and its U.S. headquarters is based in Englewood Cliffs, New Jersey.

Forward Looking Statements “Safe Harbor” Statement under the Private Securities Litigation Reform Act of 1995

This press release contains forward-looking statements made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. These forward-looking statements are based on management’s current expectations and observations and involve known and unknown risks, uncertainties or other factors not under the company’s control, which may cause actual results, performance or achievements of the company to be materially different from the results, performance or other expectations implied by these forward-looking statements. These factors include, but are not limited to, the following:

-- our ability to successfully implement our business strategy;

 


-- the impact of existing and new competitors in the markets in which we compete, including competitors that may offer less expensive products and services, more desirable or innovative products or technological substitutes, or have more extensive resources or better financing;

-- the effects of rapid technological changes and vigorous competition in the markets in which we operate;

-- uncertainties about the future growth in electricity consumption and infrastructure development in the markets in which we operate;

-- uncertainties about the degree of growth in the number of consumers in the markets in which we operate using mobile personal communications services and the growth in the population in those areas;

-- other factors or trends affecting the industry generally and our financial condition in particular;

-- the effects of the higher degree of regulation in the markets in which we operate;

-- general economic and political conditions in the countries in which we operate or other countries which have an impact on our business activities or investments;

-- the monetary and interest rate policies of the countries in which we operate;

-- changes in competition and the pricing environments in the countries in which we operate;

-- exchange rates; and

-- other factors listed from time to time in the our filings with the Securities and Exchange Commission, including, without limitation, our Annual Report on Form 20-F for the period ended December 31, 2007 and our subsequent reports on Form 6-K.

 


 

Jinpan International Limited and Subsidiaries

Consolidated Statements of Income (unaudited)

For the Three and Nine Month Periods Ended September 30, 2008

 

 

 

Three

 

Three

 

Nine

 

Nine

 

 

 

Months

 

months

 

months

 

months

 

 

 

Ended

 

ended

 

ended

 

ended

 

 

 

Sept 30

 

Sept 30

 

Sept 30

 

Sept 30

 

 

 

2008

 

2007

 

2008

 

2007

 

(In thousands, except

 

US$

 

US$

 

US$

 

US$

 

per share data)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net sales

 

44,724

 

29,467

 

109,126

 

77,756

 

Cost of Goods Sold

 

(30,684

)

(18,908

)

(73,789

)

(51,777

)

Gross Margin

 

14,040

 

10,559

 

35,337

 

25,979

 

 

 

 

 

 

 

 

 

 

 

Operating Expenses

 

 

 

 

 

 

 

 

 

Selling and administrative

 

(6,725

)

(5,736

)

(18,228

)

(14,154

)

Operating income

 

7,315

 

4,823

 

17,109

 

11,825

 

 

 

 

 

 

 

 

 

 

 

Interest Expenses

 

(451

)

(196

)

(921

)

(442

)

Other Income

 

186

 

157

 

556

 

351

 

Income before income taxes

 

7,050

 

4,784

 

16,744

 

11,734

 

 

 

 

 

 

 

 

 

 

 

Income taxes

 

(1,895

)

(652

)

(3,156

)

(1,910

)

Net income

 

5,155

 

4,132

 

13,588

 

9,824

 

 

 

 

 

 

 

 

 

 

 

Earnings per share

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

-Basic

 

US$0.65

 

US$0.52

 

 

US$1.70

 

US$1.23

 

 

 

 

 

 

 

 

 

 

 

-Diluted

 

US$0.63

 

US$0.51

 

US$1.67

 

US$1.21

 

 

 

 

 

 

 

 

 

 

 

Weighted average number of shares

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

-Basic

 

7,987,214

 

7,974,295

 

7,987,214

 

7,974,295

 

 

 

 

 

 

 

 

 

 

 

-Diluted

 

8,147,342

 

8,087,308

 

8,147,342

 

8,087,308

 

 

 


 

Jinpan International Limited and Subsidiaries

Consolidated Balance Sheets

As of September 30, 2008

 

 

 

Sept. 30

 

Dec. 31

 

 

 

2008

 

2007

 

 

 

US$

 

US$

 

unaudited

 

 

 

 

 

Assets

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Current assets:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash and cash equivalents

 

$

12,329

 

$

17,122

 

Investment available for sales

 

 

737

 

 

193

 

Accounts receivable, net

 

 

60,367

 

 

43,026

 

Inventories

 

 

35,463

 

 

25,743

 

Prepaid expenses

 

 

7,943

 

 

12,208

 

Other receivables

 

 

5,854

 

 

2,969

 

 

 

 

 

 

 

 

 

Total current assets

 

 

126,958

 

 

96,996

 

 

 

 

 

 

 

 

 

Property, plant and equipment, net

 

 

18,496

 

 

9,031

 

 

 

 

 

 

 

 

 

Construction in progress

 

 

10,300

 

 

2,889

 

 

 

 

 

 

 

 

 

Intangible assets-Goodwill

 

 

12,356

 

 

11,549

 

Deferred tax assets

 

 

803

 

 

807

 

 

 

 

 

 

 

 

 

Total assets

 

 

168,913

 

 

121,272

 

Liabilities and Shareholders’ Equity

 

 

 

 

 

 

 

Current liabilities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Short term bank loans

 

 

22,773

 

 

9,874

 

Accounts payable

 

 

11,350

 

 

6,372

 

Income tax

 

 

3,472

 

 

2,353

 

Advance from customers

 

 

6,272

 

 

4,638

 

Other Payable

 

 

23,589

 

 

15,292

 

 

 

 

 

 

 

 

 

Total current liabilities

 

 

67,456

 

 

38,529

 

 

 

 

 

 

 

 

 

Shareholders’ equity:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Common stock, US$0.009 par value:

 

 

 

 

 

 

 

Authorized shares - 20,000,000

 

 

 

 

 

 

 

Issued and outstanding shares -

 

 

 

 

 

 

 

8,189,684 in 2008 and 8,186,617 in 2007

 

 

73

 

 

73

 

Common Stock, Warrants

 

 

854

 

 

854

 

Convertible preferred stock,

 

 

 

 

 

 

 

US$0.009 par value:

 

 

 

 

 

 

 

Authorized shares - 1,000,000

 

 

 

 

 

 

 

Issued and outstanding shares -

 

 

 

 

 

 

 

3,055 in 2008 and 6,111 in 2007

 

 

1

 

 

1

 

Additional paid-in capital

 

 

34,128

 

 

33,938

 

Reserves

 

 

3,905

 

 

3,905

 

Retained earnings

 

 

51,313

 

 

39,659

 

Accumulated other comprehensive income

 

 

11,972

 

 

5,102

 

 

 

 

102,246

 

 

83,532

 

Less: Treasure shares at cost,

common stock-206,470 in 2008 and

 

 

 

 

 

 

 

206,470 in 2007

 

 

(789

)

 

(789

)

Total shareholders’ equity

 

 

101,457

 

 

82,743

 

 

 

 

 

 

 

 

 

Total liabilities and shareholders’

 

$

168,913

 

$

121,272

 

 

 


 

Jinpan International Limited and Subsidiaries

Consolidated Statements of Cash Flows

For the Nine Months Ended September 30, 2008(Unaudited)

 

 

 

 

Nine

 

Nine

 

 

 

Months

 

months

 

 

 

Ended

 

ended

 

 

 

Sept 30

 

Sept 30

 

 

 

2008

 

2007

 

 

 

 

 

 

 

Operating activities

 

 

 

 

 

Net income

 

13,588

 

9,824

 

Adjustments to reconcile net income to net cash provided by/(used in) operating activities:

 

 

 

 

 

Depreciation

 

1,109

 

762

 

Provision for Doubtful Debt

 

(298

)

373

 

Loss/(Gain) on disposal of fixed assets

 

7

 

8

 

Deferred Income Tax

 

58

 

6

 

Stock-based compensation cost

 

183

 

21

 

Changes in operating assets and liabilities

 

 

 

 

 

 

 

 

 

 

 

Accounts receivable

 

(13,553

)

(13,207

)

Inventories

 

(7,654

)

(2,152

)

Prepaid expenses

 

(3,585

)

(4,736

)

 

 

 

 

 

 

Other receivables

 

(2,588

)

(519

)

Accounts payable

 

4,380

 

(845

)

Income tax

 

922

 

660

 

Advance from customers

 

1,266

 

851

 

Other liabilities

 

6,985

 

937

 

Net cash provided by/(used in) operating activities

 

820

 

(8,017

)

Investing activities

 

 

 

 

 

Purchases of property, plant and equipment

 

(9,655

)

(4,018

)

Proceeds from sales of property, plant and equipment

 

2

 

18

 

 

 

 

 

 

 

Payment for construction in progress

 

(6,966

)

(795

)

Purchase of available-for-sales securities

 

(511

)

 

 

 

 

 

 

 

Net cash provided by (used in) investing

 

 

 

 

 

Activities

 

(17,130

)

(4,795

)

Financing activities

 

 

 

 

 

Proceeds from bank loan

 

25,921

 

9,309

 

 

 

 

 

 

 

Repayment of bank loan

 

(14,124

)

(9,157

)

Proceeds from exercise of stock options

 

 

34

 

Acquired minority interest

 

 

(11,000

)

Dividends paid

 

(1,934

)

(1,931

)

 

 

 

 

 

 

Net cash provided by/(used in) financing activities

 

9,863

 

(12,745

)

 

 

 

 

 

 

Effect of exchange rate changes on cash

 

1,654

 

662

 

Net increase/(decrease) in cash and cash equivalents

 

(4,793

)

(24,895

)

Cash and cash equivalents at beginning of year

 

17,122

 

34,115

 

Cash and cash equivalents at end of the period

 

12,329

 

9,220

 

 

 

 

 

 

 

Interest paid

 

843

 

274

 

Income taxes paid

 

1,812

 

1,282

 

 

 

 

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