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 August 2012
_______________________
 
Commission File No. 1-14742
 
JINPAN INTERNATIONAL LIMITED
(Translation of Registrant’s Name into English)
 
c/o Hainan Jinpan Electric Company, Ltd
No. 168 Nanhai Avenue (Building No. 7),
Haikou Free Trade Zone
Haikou, Hainan, People’s Republic of China
(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:  x  Form 20-F      o  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      x No
 
If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b):  ______________
 
 
 
 

 
 
Attached hereto as Exhibit 1 and incorporated by reference herein is the Registrant’s press release, dated August 14, 2012.
 
 
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:
 
 
   
Name:
Mark Du
 
   
Title:
Chief Financial Officer
 
 
 
Dated:  August 14, 2012
 
 
 

 

 
Exhibit No .
Description
1. Press release, dated August 14, 2012
 
 
 
 

 
 
Exhibit 1
 
 
Jinpan International Reports Second Quarter 2012 Financial Results

CARLSTADT, N.J., Aug. 14, 2012 /PRNewswire/ -- Jinpan International Ltd. (NASDAQ: JST), a leading designer, manufacturer, and distributor of cast resin transformers, today announced the unaudited consolidated financial results for the second quarter ended June 30, 2012. 
 
Second Quarter 2012 Results
 
Net sales for the second quarter were $55.5 million, a 4.7% decrease from $58.3 million in the same period last year.  The decrease in sales was primarily the result of decreased international sales.  In the second quarter, domestic sales accounted for $51.2 million, or 92.3% of net sales, compared to $46.1 million, which also represented 79.1% of net sales in the same period last year. Net sales outside of China for the quarter were $4.3 million, or 7.7% of net sales compared to $12.2 million, or 20.9% of net sales for the same period last year.
 
The sales of cast resin transformers (excluding those for wind power applications), switchgears and unit substations represented $48.6 million, or 87.6% of net sales in the second quarter, while wind energy products (cast resin transformers and VPI products for wind power applications) represented $6.9 million, or 12.4% of net sales during this quarter.
 
Gross profit in the second quarter decreased 23.0% year over year to $17.1 million from $22.2 million in the same period last year.  Second quarter 2012 gross profit margin was 30.8%, compared to 38.1% in the prior year period, and 36.9% in the 2012 first quarter. Gross margin decreased in the second quarter due to lower product prices, resulting from a competitive pricing environment, and a higher ratio of standard to customized products sold. 
 
Selling and administrative expenses in the second quarter were $14.2 million, or 25.6% of net sales, compared to $13.8 million, or 23.7% of net sales in the same period last year.   Selling expenses increased in the second quarter due to higher commissions resulting from increased sales in China. Compared with international sales, the Company pays more commission per dollar of sales in China, because it employs a direct market strategy in China whereas international sales are comprised mostly of large orders from several OEMs. Administrative expenses also increased due to increased salary expenses resulting from the Company's implementation of its expansion plans.
 
Operating income for the second quarter decreased 65.4% to $2.9 million, or 5.3% of net sales, from $8.4 million, or 14.5% of net sales, in the same period last year. Net income for the second quarter decreased 67.6% to $2.4 million, or $0.14 per diluted share, from $7.3 million, or $0.44 per diluted share, in the same period last year.  Second quarter net income as a percentage of net sales was 4.2% compared to 12.5% in the same period last year.
 
Mr. Zhiyuan Li, Chief Executive Officer of Jinpan, commented, "Our results were generally in line with our preliminary results announced in the first half of July. As reported earlier, our business in the second quarter was negatively impacted by a change in the design of wind power products by our primary OEM customer, resulting in decreased international sales.  We were also impacted by weaker than expected domestic orders in China due to a softer economic environment."
 
"In our international business, we continue to work closely with our major OEM customer on new product specifications and design so they can be integrated into the new wind power cast resin transformer products we will manufacture for this customer.  We expect a portion of our export sales shortfall to be offset by increased orders from our two other OEM customers in the second half of the year resulting in international sales to be equal or slightly less than last year." 
 
"In our domestic business, despite the softer economic environment, we continue to manufacture our cast resin transformer products for many sizeable infrastructure projects and continue to receive a steady flow of new orders.  At the end of July, we had a backlog of approximately $115 million, of which we expect approximately 70% to 80% of this backlog to be shipped in 2012, setting us up for an improved second half.  While we are adjusting our full year forecast to reflect reduced domestic order activity in July, we remain confident in our long term growth trajectory and will continue towards the goal of developing Jinpan into a leading, world class cast resin transformer manufacturer." 
 

 
1

 


 
Balance Sheet
 
As of June 30, 2012, the Company had $26.0 million in cash and cash equivalents, compared to $24.2 million at December 31, 2011. The Company's accounts receivable on June 30, 2012 totaled $121.7 million, compared to $110.4 million at December 31, 2011.  Notes payable in the 2012 second quarter decreased to $6.0 million compared to $13.6 million on December 31, 2011.  Total bank loans outstanding at June 30, 2012 increased to $45.3 million as compared to $23.0 million at December 31, 2011. During the second quarter, the Company increased $7.9 million long term loan that related to the construction of its Guilin manufacturing facility.
 
Financial Outlook
 
For the full year 2012, the Company currently anticipates net sales of $208-$219 million, a decrease of 0% to 5% compared to 2011, net income of $15.5-$16.5 million, a decrease of 30% to 35% compared to 2011, and gross profit margin of approximately 33% to 34% of net sales.
 
Conference Call Information
 
Jinpan's management will host an earnings conference call on August 14th, 2012 at 8:30 a.m. U.S. Eastern Time.  Listeners may access the call by dialing #1-913-312-1396.  A webcast will also be available via www.viavid.net.  A replay of the call will be available through August 28th, 2012.  Listeners may access the replay by dialing #1-858-384-5517, access code: 2445315.
 
About Jinpan International Ltd
 
Jinpan International Ltd. (NASDAQ: JST) 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 ISO14001 certifications for its cast resin transformers. Its principal executive offices are located in Hainan, China and its United States office is based in Carlstadt, New Jersey.
 
Safe Harbor Provision
 
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, and 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 are listed from time-to-time in our filings with the Securities and Exchange Commission, including, without limitation, our Annual Report on Form 20-F for the period ended December 31, 2011 and our subsequent reports on Form 6-K.
 
Except as required by law, we are not under any obligation, and expressly disclaim any obligation, to update or alter any forward-looking statements, whether as a result of new information, future events or otherwise.
 
 
Investor Contact Information :

At Jinpan International Ltd.:
Mark Du
Chief Financial Officer
(201) 460-8778
 
 
At ICR, Inc.:
In U.S.
Bill Zima
(646) 308-1630
 

 
2

 


 
Jinpan International Limited and Subsidiaries
Consolidated Statements of Income (unaudited)
For the Three and Six Month Periods Ended June 30, 2012

   
Three
months
ended
June 30
   
Three
months
ended
June 30
   
Six
months
ended
June 30
   
Six
months
ended
June 30
 
   
2012
   
2011
   
2012
   
2011
 
(In thousands, except per share data)
 
US$
   
US$
   
US$
   
US$
 
                         
Net sales
    55,529       58,270       98,283       88,153  
Cost of Goods Sold
    (38,418 )     (36,040 )     (65,410 )     (54,965 )
Gross Margin
    17,111       22,230       32,873       33,188  
                                 
Operating Expenses
                               
Selling and administrative
    (14,188 )     (13,785 )     (25,103 )     (21,567 )
Operating income
    2,923       8,445       7,770       11,621  
                                 
Interest Expenses
    (627 )     (272 )     (1,086 )     (447 )
Other Income
    364       228       579       510  
Income before income taxes
    2,660       8,401       7,263       11,684  
                                 
Income taxes
    (302 )     (1,125 )     (941 )     (1,667 )
Net income
    2,358       7,276       6,322       10,017  
                                 
Earnings per share
                               
                                 
-Basic
    US$0.15       US$0.45       US$0.39       US$0.62  
                                 
-Diluted
    US$0.14       US$0.44       US$0.39       US$0.61  
                                 
Weighted average number of shares
                               
                                 
-Basic
    16,164,487       16,253,494       16,164,487       16,253,494  
                                 
-Diluted
    16,522,898       16,469,879       16,400,668       16,525,324  
                                 
                                 
 

 
3

 


 
Jinpan International Limited and Subsidiaries
Consolidated Balance Sheets                                                                                                                    

   
Unaudited
   
Audited
 
   
June 30,
   
December 31,
 
   
2012
   
2011
 
   
US$
   
US$
 
Assets
           
Current assets:
           
Cash and cash equivalents
    26,005       24,218  
Restricted cash
    19       322  
Notes receivable
    11,147       19,114  
       Accounts receivable, net     121,716        110,382   
Inventories
    44,910       36,675  
Prepaid expenses
    10,183       13,251  
Other receivables
    6,354       3,878  
                 
Total current assets
    220,334       207,840  
                 
Property, plant and equipment, net
    40,123       37,102  
                 
Construction in progress
    6,173       2,406  
                 
Land use right
    15,282       15,523  
Intangible asset-Goodwill
    13,320       13,371  
Other assets
    81       76  
Deferred tax assets
    1,153       1,044  
                 
Total assets
    296,466       277,362  
                 
Liabilities and Shareholders' Equity
               
                 
Current liabilities:
               
Short term bank loans
    35,853       21,426  
Accounts payable
    24,252       22,833  
Notes Payable
    5,956       13,611  
Tax Payable
    1,516       2,335  
Advance from customers
    14,399       12,642  
Other Payable
    16,956       22,072  
                 
Total current liabilities
    98,932       94,919  
                 
Long Term Loan
    9,423       1,550  
Deferred Income
    2,643          
Shareholders' equity:
               
Common stock, US$0.0045 par value:
               
Authorized shares - 40,000,000
               
Issued and outstanding shares – 16,395,456 in 2011 and  2010
    74       74  
Common Stock, Warrants
    -       854  
Convertible preferred stock, US$0.0045 par value:
               
Authorized shares – 2,000,000
               
Issued and outstanding shares –none in 2012 and 2011
    -       -  
Additional paid-in capital
    37,079       36,114  
Reserves
    12,023       12,023  
Retained earnings
    117,106       111,915  
Accumulated other comprehensive income
    19,644       20,392  
      185,926       181,372  
  Less: Treasury shares at cost, common stock-215,306 in 2012 and  227,306 in 2011
    (458 )     (479 )
Total shareholders' equity
    185,468       180,893  
                 
Total liabilities and shareholders' equity
    296,466       277,362  
 

 
4

 


 
Jinpan International Limited and Subsidiaries
Consolidated Statements of Cash Flows
For the Six Months Ended June 30, 2012 (Unaudited)

   
Six months ended June 30
   
Six months ended June 30
 
   
2012
   
2011
 
Operating activities
           
Net income
    6,322       10,017  
Adjustments to reconcile net income to
               
net cash provided by/(used in) operating activities:
               
Depreciation
    2,080       2,067  
Provision for Doubtful Debt
    973       163  
Loss/(Gain) on disposal of fixed assets
    (4 )     -  
Deferred Income Tax
    (114 )     55  
   Deferred Income
    2,649       -  
   Stock-based compensation cost
    111       123  
Changes in operating assets and liabilities
               
Restricted cash
    301       (384 )
Accounts receivable
    (12,747 )     (18,809 )
Notes receivable
    7,910       (7,117 )
Inventories
    (8,390 )     (10,681 )
Prepaid expenses
    3,024       (1,181 )
Other receivables
    (2,501 )     (300 )
Accounts payable
    1,509       8,030  
Notes Payable
    (7,618 )     (27,424 )
Income tax
    (812 )     229  
Advance from customers
    1,808       4,888  
Other liabilities
    (5,105 )     5,819  
Net cash provided by/(used in) operating activities
    (10,604 )     (34,505 )
Investing activities
               
Purchases of property, plant and equipment
    (5,272 )     (2,440 )
Proceeds from sales of property, plant and equipment
    29       -  
Payment for construction in progress
    (3,783 )     -  
     Long Term Prepaid Lease
    182       161  
Net cash provided by (used in) investing activities
    (8,844 )     (2,279 )
Financing activities
               
Proceeds from bank loan
    37,412       18,815  
Repayment of bank loan
    (14,982 )     (2,003 )
Proceeds from exercise of stock options
    21       -  
Dividends paid
    (1,129 )     (1,139 )
Net cash provided by/(used in) financing activities
    21,322       15,673  
Effect of exchange rate changes on cash
    (87 )     388  
Net increase/(decrease) in cash and cash equivalents
    1,787       (20,723 )
Cash and cash equivalents at beginning of year
    24,218       27,527  
Cash and cash equivalents at end of the period
    26,005       6,804  
                 
Interest paid
    1,087       478  
Income taxes paid
    1,959       1,196  
 

 
5

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