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 March 2013
_______________________
 
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 press release of the Registrant , dated March 15, 2013.
 
 
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
   
(Registrant)  
 
         
   
  
   
   
By:
/s/ Yuqing Jing
 
   
Name:
Yuqing Jing
 
   
Title:
Corporate Secretary
 
 
 
Dated:  March 15, 2013
 
 
 

 

 
 
Exhibit No .
Description
1 Press release dated March 15, 2013
 
 
 
 
 
 
 
 
 

 
 
Exhibit 1
 
 
Jinpan International Reports Fourth Quarter and Full Year 2012 Financial Results
 
--Company Meets FY12 Revenue & Net Profit Financial Guidance Forecast--
 
CARLSTADT, N.J., March 15, 2013 /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 fourth quarter and full year ended December 31, 2012.
 
Fourth Quarter 2012 Results
 
Net sales for the fourth quarter were $53.4 million, a 16.7% decrease from $64.1 million in the same period last year. The decrease in sales was primarily the result of lower domestic China sales compared to the prior year period. In the fourth quarter, domestic China sales accounted for $48.5 million, or 90.8% of net sales, compared to $59.8 million, or 93.3% of net sales in the same period last year. Net sales outside of China for the quarter were $4.9 million, or 9.2% of net sales compared to $4.3 million, or 6.7% 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 $50.0 million, or 93.6% of net sales in the fourth quarter, while wind energy products (cast resin transformers and VPI products for wind power applications) represented $3.4 million, or 6.4% of net sales during this quarter.
 
Gross profit in the fourth quarter decreased 26.5% year over year to $16.3 million from $22.2 million in the same period last year. Fourth quarter 2012 gross profit margin was 30.5%, compared to 34.6% in the prior year period, and 33.3% in the third quarter of 2012. Gross margin decreased in the fourth quarter mainly due to reduced sales and lower average selling prices for its cast resin transformers.
 
Selling and administrative expenses in the fourth quarter were $14.0 million, or 26.2% of net sales, compared to $16.2 million, or 25.3% of net sales in the same period last year, and $14.8 million, or 25.2% in the third quarter of 2012. Selling expenses decreased in the fourth quarter due to lower domestic product sales.
 
Operating income for the fourth quarter decreased 60.8% to $2.3 million, or 4.4% of net sales from $5.9 million, or 9.3% of net sales, in the same period last year.
 
Other income for the fourth quarter of 2012 was $2.3 million compared to $0.4 million in the same quarter of 2011 due primarily to recognized income from a government grant.
 
Net income for the fourth quarter decreased 29.1% to $3.8 million, or $0.23 per diluted share, from $5.4 million, or $0.33 per diluted share, in the same period last year. Fourth quarter net income, as a percentage of net sales, was 7.2% compared to 8.4% in the same period last year.
 

 
 

 


Mr. Zhiyuan Li, Chief Executive Officer of Jinpan, commented, "We are pleased to have met our full year revenue and net income forecasts. Business activity in the fourth quarter moderated as expected largely due to slower domestic and international order demand. While the economic environment remained challenging in the fourth quarter, we are more encouraged with our outlook for 2013 as we believe infrastructure spending in China will accelerate in the second half of the year positioning Jinpan for improved order flow and market share gains. Internationally, we successfully passed the qualification test for new wind product design at our largest OEM customer in the fourth quarter, which was a major accomplishment. We continue to explore opportunities to expand our international customer base this year and expect international orders in 2013 will improve over last year."
 
"At the end of December 2012, our backlog improved to $138 million, a 33% increase from the end of September 2012. Additionally, we completed the construction of our Guilin facility in January and are currently calibrating our manufacturing equipment and running production trials. We remain on schedule to begin full scale production by the end of first quarter this year."
 
"With an improving economic outlook in China along with Jinpan's expanding manufacturing facilities, our growing customer base and leading R&D capabilities, we expect improved customer order activity in 2013. We believe our domestic and international business are well positioned for long-term success as we develop high quality products and incorporate the latest technology to improve our competitive advantage and expand our market position for cast resin transformers."
 
Fiscal 2012 Results
 
For the full year, total sales decreased 3.8% to $210.5 million from $218.9 million in the prior year.
 
Gross profit in 2012 decreased 14.3% year-over-year to $68.8 million from $80.3 million and gross profit margin decreased by 401 bps year over year to 32.7% from 36.7%.
 
Selling and administrative expenses in 2012 were $53.9 million or 25.6% of net sales, compared to $54.3 million, or 24.8% of net sales, in the prior year.
 
Operating profit in 2012 decreased 42.7% to $14.9 million, or 7.1% of net sales, compared to $26.0 million, or 11.9% of net sales, in the prior year.
 
Net income in 2012 decreased 41.1% to $14.1 million, or $0.84 per diluted share, compared to $23.9 million, or $1.45 per diluted share, in the prior year.
 
Balance Sheet
 
As of December 31, 2012, the Company had $18.5 million in cash and cash equivalents, compared to $24.2 million at December 31, 2011. The Company's accounts receivable on December 31, 2012 totaled $124.6 million, compared to $110.4 million at December 31, 2011. Notes payable in the fourth quarter of 2012 decreased to $6.0 million compared to $13.6 million on December 31, 2011. Total bank loans outstanding at December 31, 2012 were $44.0 million, compared to $23.0 million at December 31, 2011 and $33.9 million at September 30, 2012.
 

 
 

 

 
Financial Outlook
 
For the full year 2013, the Company currently anticipates net sales of $231-$241 million, an increase of 10% to 15% over 2012 and net income of $14.0-$14.5 million, which represents increase of 0% to 3 compared to 2012. Net profit is expected to trend at lower levels in 2013 primarily due to fixed costs associated with the Company's Guilin facility.
 
Conference Call Information
 
Jinpan's management will host an earnings conference call on March 15th, 2013 at 8:30 a.m. U.S. Eastern Time. Listeners may access the call by dialing #1-913-312-0825. A webcast will also be available via www.viavid.net. A replay of the call will be available through March 29th, 2013. Listeners may access the replay by dialing #1-858-384-5517, access code: 7849569.
 
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.
 

 
 

 



Jinpan International Limited and Subsidiaries
Consolidated Statements of Income (unaudited)
For the Three and Twelve Month Periods Ended December 31, 2012


   
Three
months
ended
December
31
   
Three
months
ended
December
31
   
Twelve
months
ended
December
31
   
Twelve
months
ended
December
31
 
   
2012
   
2011
   
2012
   
2011
 
(In thousands, except per share data)
 
US$
   
US$
   
US$
   
US$
 
                         
Net sales
    53,422       64,076       210,537       218,869  
Cost of Goods Sold
    (37,112 )     (41,916 )     (141,747 )     (138,579 )
Gross Margin
    16,310       22,160       68,790       80,290  
                                 
Operating Expenses
                               
Selling and administrative
    (13,981 )     (16,217 )     (53,903 )     (54,292 )
Operating income
    2,329       5,943       14,887       25,998  
                                 
Interest Expenses
    (325 )     (387 )     (1,766 )     (1,252 )
Other Income
    2,287       413       3,223       2,409  
Income before income taxes
    4,291       5,969       16,344       27,155  
                                 
Income taxes
    (456 )     (563 )     (2,282 )     (3,301 )
Net income
    3,835       5,406       14,062       23,854  
                                 
Earnings per share
                               
                                 
-Basic
    US$0.24       US$0.33       US$0.87       US$1.48  
                                 
-Diluted
    US$0.23       US$0.33       US$0.84       US$1.45  
                                 
Weighted average number of shares
                               
                                 
-Basic
    16,170,107       16,163,696       16,170,107       16,163,696  
                                 
-Diluted
    16,701,657       16,441,544       16,717,277       16,456,611  


 
 

 



Jinpan International Limited and Subsidiaries
Consolidated Balance Sheets

   
Unaudited
   
Audited
 
   
December 31,
   
December 31,
 
   
2012
   
2011
 
   
US$
   
US$
 
Assets
           
             
Current assets:
           
             
Cash and cash equivalents
    18,510       24,218  
                 
Restricted cash
    824       322  
Short Term Investment
    11,137       -  
 Notes receivable
    15,720       19,114  
 Accounts receivable, net
    124,608       110,382  
Inventories
    29,565       36,675  
Prepaid expenses
    2,535       13,251  
Other receivables
    5,900       3,878  
                 
Total current assets
    208,799       207,840  
                 
Property, plant and equipment, net
    41,360       37,102  
                 
Construction in progress
    29,189       2,406  
                 
Land use right
    15,127       15,523  
Intangible asset-Goodwill
    13,403       13,371  
Other assets
    32       76  
Deferred tax assets
    1,373       1,044  
                 
Total assets
    309,283       277,362  
                 
Liabilities and Shareholders' Equity
               
                 
Current liabilities:
               
                 
Short term bank loans
    17,347       21,426  
Accounts payable
    25,029       22,833  
Notes Payable
    6,008       13,611  
Tax Payable
    1,880       2,335  
Advance from customers
    13,624       12,642  
Other Payable
    22,844       22,072  
                 
Total current liabilities
    86,732       94,919  
                 
Long Term Loan
    26,612       1,550  
Deferred Income
    3,080       -  
Shareholders' equity:
               
                 
Common stock, US$0.0045 par value:
               
     Authorized shares - 40,000,000
               
     Issued and outstanding shares – 16,395,456 in 2012 and 2011
    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
    37,374       36,114  
Reserves
    12,023       12,023  
Retained earnings
    123,065       111,915  
Accumulated other comprehensive income
    20,781       20,392  
      193,317       181,372  
Less: Treasury shares at cost, common stock-215,306 in
2012 and 227,306 in 2011
    (458 )     (479 )
Total shareholders' equity
    192,859       180,893  
                 
Total liabilities and shareholders' equity
    309,283       277,362  
 

 

 
 

 



Jinpan International Limited and Subsidiaries
Consolidated Statements of Cash Flows
For the Twelve Months Ended December 31, 2012 (Unaudited)


   
Twelve
months
ended
Dec 31
   
Twelve
months
ended
Dec 31
 
   
2012
   
2011
 
Operating activities
           
Net income
    14,062       23,854  
Adjustments to reconcile net income to
               
Net cash provided by/(used in) operating activities:
               
Depreciation
    5,246       4,301  
Provision for Doubtful Debt
    2,733       861  
Provision for inventories
    119       388  
Loss/(Gain) on disposal of fixed assets
    (4 )     19  
Deferred Income Tax
    (326 )     (139 )
Stock-based compensation cost
    406       371  
Changes in operating assets and liabilities
               
Restricted cash
    (501 )     793  
Accounts receivable
    (16,671 )     ( 31,063 )
Notes receivable
    3,437       (13,125 )
Inventories
    7,073       (5,883 )
Prepaid expenses
    10,743       16,739  
Other receivables
    (426 )     (532 )
Accounts payable
    1,492       8,481  
Notes Payable
    (7,628 )     (14,514 )
Income tax
    (461 )     576  
Value added tax
    403       1,075  
Advance from customers
    951       6,875  
Government Grant
    (24 )     774  
Other liabilities
    (1,307 )     4,226  
Net cash provided by/(used in) operating activities
    19,317       4,077  
Investing activities
               
      Purchases of property, plant and equipment
    (8,787 )     (7,347 )
Proceeds from sales of property, plant and equipment
    29       31  
Payment for construction in progress
    (26,751 )     (372 )
Long Term Prepaid Lease
    434       (5,275 )
Increased in short term investment
    (11,123 )     -  
Payment for investment in subsidiary
    -       (1,785 )
Receipt of government grant for new plant construction
    3,080       -  
Decreased in investment in Beijing Jinpan Huineng Co.
    32       -  
Net cash provided by (used in) investing activities
    (43,086 )     (14,748 )
Financing activities
               
Proceeds from bank loan
    63,218       46,795  
Repayment of bank loan
    (42,315 )     (38,409 )
Proceeds from exercise of stock options
    21       -  
Dividends paid
    (2,912 )     (2,263 )
Net cash provided by/(used in) financing activities
    18,012       6,123  
Effect of exchange rate changes on cash
    49       1,239  
Net increase/(decrease) in cash and cash equivalents
    (5,708 )     (3,309 )
Cash and cash equivalents at beginning of year
    24,218       27,527  
Cash and cash equivalents at end of the period
    18,510       24,218  
                 
Interest paid
    1,673       1,285  
Income taxes paid
    3,027       2,742  
                 

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

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