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 2015
 
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.

Form 20-F x                                                      Form 40-F o

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): ____

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): ____

Indicate by check mark whether 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.

Yes o                                           No x

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 March 16, 2015.
 
 
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.
 
 
 
Dated: March 17, 2015  
JINPAN INTERNATIONAL LIMITED
   
  
   
         
   
  
   
   
By:
/s/ Mark Du
 
   
Name:
Mark Du
 
   
Title:
Chief Financial Officer
 
 
 
 
 

 
 
Exhibit No.
Description
 
     
1.
Press Release dated March 16, 2015
 
 

 
 
 
 
 

 
 
Exhibit 1
 

logo
 

 
Jinpan International Reports Fourth Quarter and Full Year 2014 Financial Results
 
* Fourth quarter revenue increased 14.4% year-over-year to $72.2 million; Full year 2014 revenue increased 6.8% to a record $241.0 million
 
* Fourth quarter net income increased 9.1% year-over-year to $4.4 million, or $0.27 per share; Full year 2014 net income decreased 6.4% to $15.5 million, or $0.93 per share
 
* Fiscal 2015 earnings outlook: revenue expected to increase 3% to approximately $248 million;   net income expected to be flat year-over-year at $15.5 million, or $0.93 per share
 

 
Carlstadt, N.J., March 16, 2015 - Jinpan International Limited. (Nasdaq: JST), a leading designer, manufacturer, and distributor of cast resin transformers, today reported unaudited consolidated financial results for the fourth quarter and full year ending December 31, 2014. 
 
Fourth Quarter 2014 Results
 
Net sales for the fourth quarter were $72.2 million, a 14.4% increase from $63.1 million in the same period last year.  The increase was driven by very strong growth in sales of our integrated products, including switchgear and unit substations, as we have leveraged our increased capacity to diversify our product portfolio and enter larger markets.
 
In the fourth quarter, China sales increased 15.6% year-over-year to $66.6 million, or 92.2% of net sales, compared to $57.6 million, or 91.2% of net sales in the same period last year. Net sales outside of China for the quarter increased 1.2% year-over-year to $5.6 million, or 7.8% of net sales, compared to $5.5 million, or 8.8% of net sales, for the same period last year.
 
Sales of cast resin transformers decreased 5.0% year-over-year to $40.1 million, or 55.6% of net sales, compared to $42.2 million or 66.9% of net sales, for the same period last year. Sales of our integrated products, including switchgear and unit substations, increased 56.3% year-over-year to $23.2 million, or 32.2% of sales, compared to $14.9 million, or 23.6% of net sales, for the same period last year.
 
Sales to OEM customers decreased 3.1% year-over-year to $8.8 million, or 12.2% of net sales, compared to $9.1 million, or 14.4% of net sales in the same period last year.
 
Gross profit in the fourth quarter decreased 1.9% year over year to $20.4 million from $20.8 million in the same period last year.  Fourth quarter 2014 gross profit margin was 28.3%, compared to 33.0% in the prior year period. Gross margin in the fourth quarter decreased compared to the same period last year primarily due to an increased mix of sales of switchgear and unit substations, which carry lower gross margins.  Gross margins were also impacted by price declines on our cast resin transformer products and increased raw materials costs.
 
Selling and administrative expenses in the fourth quarter were $18.1 million, or 25.1% of net sales, compared to $18.5 million, or 29.3% of net sales in the same period last year.  Selling and administrative expenses decreased from the same period last year due to lower selling expenses associated with the sales of switchgear and unit substations.  This reduction was partially offset by approximately $0.6 million in expenses associated with the proposed going private transaction, which was terminated in December 2014.
 
Operating income for the fourth quarter increased 4.8% to $2.3 million, or 3.2% of net sales, from $2.2 million, or 3.5% of net sales, in the same period last year.
 
Net income for the fourth quarter increased 9.1% to $4.4 million, or $0.27 per diluted share, compared to $4.1 million, or $0.24 per diluted share, in the same period last year.  Fourth quarter net income, as a percentage of net sales, was 6.2% compared to 6.5% in the same period last year.
 
Full Year 2014 Results
 
Net sales for the full year 2014 were a record $241.0 million, a 6.8% increase from $225.7 million last year.  Gross profit in 2014 increased 4.1% to $75.5 million and gross profit margin decreased to 31.3%, compared to 32.1% during 2013.  Selling and administrative expenses were $59.6 million, compared to $55.8 million last year. Operating profit in 2014 decreased 4.8% to $15.9 million, or 6.6% of net sales, compared to $16.7 million, or 7.4% of net sales, last year.  Net income in 2014 decreased 6.4% to $15.5 million, or $0.93 per share, compared to $16.6 million, or $0.99 per share, in the prior year.
 

 
 

 

Mr. Zhiyuan Li, Chief Executive Officer of Jinpan International, stated, “Our 2014 results reflect another year of record sales despite facing a challenging economic environment characterized by uncertainty and a lack of visibility within the Chinese market.  Importantly, the year was marked by positive progress with the execution of several of our strategic initiatives.”
 
“Our product diversification was a major highlight during the year, as our additional manufacturing capacity in Guilin provided us with flexibility to increase our production of switchgear and unit substations.  These products are integrated systems, incorporating our transformers as well as other components, and carry higher sales prices and provide access to larger addressable markets.  While these products typically generate lower gross margins, this impact is largely offset by lower selling expenses. We are very pleased with our success with these product categories and expect continued growth and diversification this year.”
 
“We remained active with our OEM customers during the year.  Although 2014 OEM sales declined slightly, we expect a strong rebound during 2015 drive by an increase in sales to our largest OEM customer and a ramp up in sales to our newest OEM customer within the wind power markets.”
 
“We generated strong cash flow during the year, enabling us to strengthen our balance sheet.  Cash flow from operations increased to $20.7 million during 2014, a 44.1% increase from $14.3 million during the prior year.  This cash flow enabled Jinpan to return to a positive net cash position at year-end.”
 
“China’s economic environment remains challenging, particularly within our core cast resin transformer markets, where we are faced with slowing growth and pricing pressure.  While we are pleased with our successful expansion into the larger switchgear and unit substation markets, the market is nonetheless volatile.  As such, we are approaching 2015 with a disciplined focus on prudent sales growth, cost control, and margin preservation.”
 
“At the end of December 2014, our backlog equaled $119 million, up 19.0% from the same period last year and down 6.3% from the third quarter of 2014.”
 
Balance Sheet
 
As of December 31, 2014, the Company had $27.5 million in cash and cash equivalents, restricted cash, and short term investments, compared to $30.8 million as of December 31, 2013. The Company’s accounts receivable on December 31, 2014 totaled $140.2 million, compared to $144.6 million as of December 31, 2013.   Total bank loans outstanding at December 31, 2014 were $26.2 million, compared to $43.1 million at December 31, 2013.
 
Financial Outlook
 
For the full year 2015, the Company projects revenue growth of approximately 3% compared to 2014.  Net sales are expected to be approximately $248 million. Net income is expected to be approximately $15.5 million, or $0.93 per share, flat with the prior year. We expect continued growth in sales of our integrated products and sales into the OEM channel to offset slight volume declines and pricing pressure within the cast resin transformer market.  Due to the uncertainty within the Chinese economy, we are opting to take a conservative view until visibility improves.
 
Recent Developments
 
On September 22, 2014, the Company announced that its Board of Directors has received a preliminary, non-binding proposal letter dated September 21, 2014 from Li Zhiyuan, the Company’s Chairman of the Board of Directors, President, and Chief Executive Officer and FNOF E&M Investment Limited (collectively, with Mr. Li, the “Buyer Parties”), to acquire all of the outstanding common shares of the Company not currently owned by the Buyer Parties in a going private transaction for $8.80 per common share, subject to certain conditions (the “Proposal”).  The Company’s Board of Directors formed a committee of independent directors (the “Special Committee”) on September 26, 2014 to evaluate the Proposal.  The Special Committee subsequently retained a legal counsel and a financial advisor. On December 29, 2014, the Company announced that the Buyer Parties withdrew their preliminary non-binding proposal.
 
Conference Call Information
 
Jinpan’s management will host a conference call and webcast on Monday, March 16, 2015, at 8:30 a.m. Eastern Time.  Listeners may access the call by dialing 1-888-389-5988 (toll free) or 1-719-325-2393 (international).  A webcast will also be available via http://public.viavid.com, with event ID: 113275.  A replay of the call will be available through March 23, 2015, by dialing 1-877-870-5176, access code 5620905.
 

 
 

 

ABOUT JINPAN INTERNATIONAL
 
Jinpan International Limited (NASDAQ: JST) designs, manufactures, and markets electrical control and distribution equipment used in demanding industrial applications, utility projects, renewable energy installations, and infrastructure projects.  Major products include cast resin transformers, VPI transformers and reactors, switchgears, and unit substations.  Jinpan serves a wide range of customers in China and reaches international markets as a qualified supplier to leading global industrial electrical equipment manufacturers. Jinpan’s four manufacturing facilities in China are located in the cities of Haikou, Wuhan, Shanghai and Guilin.  The Company’s manufacturing facilities in China comprise the largest cast resin transformer production capacity in that country. The Company was founded in 1993.  Its principal executive offices are located in Haikou, Hainan, China and its United States office is based in Carlstadt, New Jersey.  For more information, visit www.jinpaninternational.com.
 
 
 
Safe Harbor Regarding Forward Looking Statements
 
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, 2012 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 Tobin Tao & Company, Inc.:
Mark Tobin
(949) 870-9778
jinpan@tobintao.com
 
 
FINANCIAL STATEMENTS FOLLOW:
 

 
 

 

Jinpan International Limited and Subsidiaries
Consolidated Statements of Comprehensive Income
For the Three and Twelve Month Periods Ended December 31, 2014
 
 
   
Three months ended
   
Twelve months ended
 
   
December 31
   
December 31
 
                         
   
2014
   
2013
   
2014
   
2013
 
In US$ thousands, except per share data
 
(unaudited)
   
(unaudited)
   
(unaudited)
   
(audited)
 
                         
Net Sales
    72,218       63,148       241,007       225,727  
Cost of Goods Sold
    (51,793 )     (42,399 )     (165,540 )     (153,325 )
Gross Profit
    20,425       20,749       75,467       72,402  
                                 
Selling and Administrative Expenses
    (18,101 )     (18,531 )     (59,585 )     (55,718 )
Operating income
    2,324       2,218       15,882       16,684  
                                 
Interest Expenses
    (497 )     (731 )     (2,323 )     (2,072 )
Other Income
    3,125       2,781       4,747       4,636  
Income Before Income Taxes
    4,952       4,268       18,306       19,248  
              -               -  
Income Taxes
    (508 )     (195 )     (2,792 )     (2,677 )
Net Income After Taxes
    4,444       4,073       15,514       16,571  
                                 
Other comprehensive income ( loss)
  Foreign currency translation adjustment
    (34 )     (14 )     (29 )     (27 )
Total comprehensive income
    4,410       4,059       15,485       16,544  
                                 
                                 
Earnings per Share
                               
Basic
  $ 0.27     $ 0.25     $ 0.96     $ 1.02  
Diluted
  $ 0.27     $ 0.24     $ 0.93     $ 0.99  
                                 
Weighted Average Number of Shares
                               
Basic
    16,232,381       16,230,165       16,232,381       16,230,165  
Diluted
    16,633,683       16,631,378       16,632,497       16,711,192  
 

 
 

 

Jinpan International Limited and Subsidiaries
Consolidated Balance Sheet
             
   
December 31, 2014
   
December 31, 2013
 
In US$ thousands, except number of shares and per share data
 
(unaudited)
   
(audited)
 
Assets
           
Current Assets
           
Cash and cash equivalents
    13,209       24,582  
Restricted cash
    1,178       1,316  
Short term investment
    13,156       4,920  
Notes receivable
    11,557       15,802  
Accounts receivable, net
    140,225       144,606  
Inventories, net
    50,003       33,614  
Prepaid expenses
    20,856       4,204  
Land use right
    377       377  
Deferred tax assets
    2,574       2,119  
Other receivables
    6,901       6,891  
Total current assets
    260,036       238,431  
                 
Property, plant and equipment, net
    73,976       75,601  
Construction in progress
    2,693       3,787  
Land use right
    14,479       14,840  
Goodwill
    13,768       13,818  
Other assets
    47       124  
Total Assets
    364,999       346,601  
                 
Liabilities and Shareholders' Equity
               
Current Liabilities
               
Short term loans
    -       11,101  
Accounts payable
    37,364       27,013  
Notes payable
    14,665       10,498  
Advances from customers
    21,563       14,207  
Income tax payable
    2,025       2,516  
Other payables
    31,490       30,339  
Total current liabilities
    107,107       95,674  
                 
Long term loans
    26,238       31,998  
Deferred income
    4,964       4,785  
Total Liabilities
    138,309       132,457  
                 
Shareholders' Equity
               
Convertible preferred stock, US$0.0045 par value:
               
Authorized shares - 2,000,000
               
Issued and outstanding shares - none in 2014 and 2013
               
Common stock, US$0.0045 par value:
               
Authorized shares - 40,000,000
               
Issued and outstanding shares - 16,418,456 in 2014 and 2013
    74       74  
Common stock - warrants
    -       -  
Additional paid-in capital
    38,138       37,694  
Reserves
    13,442       12,849  
Retained earnings
    149,197       136,874  
Accumulated other comprehensive income
    26,107       26,937  
      226,958       214,427  
Less: Treasury shares at cost
               
Common stock - 135,488 in 2014 and 138,306 in 2013
    (268 )     (283 )
Total Shareholders' Equity
    226,690       214,144  
Total Liabilities and Shareholders' Equity
    364,999       346,601  
 

 
 

 

Jinpan International Limited and Subsidiaries
Consolidated Statement of Cash Flows
For the Twelve Months Ended December 31, 2014
 
   
Twelve Months Ended
 
   
31-Dec
 
   
2014
   
2013
 
In US$ thousands
 
(unaudited)
   
(audited)
 
Operating Activities
           
      Net Income
    15,514       16,571  
      Adjustments to reconcile net income to
               
           Net cash provided by (used in) operating activities:
               
           Depreciation
    7,018       6,491  
           Amortization of prepaid lease
    307       372  
           Deferred Income Tax
    (429 )     (727 )
           Provision for doubtful debts
    1,723       4,295  
           Loss/(gain) on disposal of fixed assets
    -       (40 )
           Stock-based compensation Cost
    447       277  
      Changes in operating assets and liabilities
               
           Restricted Cash
    133       (459 )
           Accounts Receivable
    2,142       (20,188 )
           Notes Receivable
    4,195       399  
           Inventories
    (16,540 )     (3,439 )
           Prepaid Expenses
    (16,698 )     (1,573 )
           Other Receivable
    8       (852 )
           Accounts Payable
    10,468       1,191  
           Notes Payable
    4,212       4,238  
           Income Tax
    (483 )     569  
           Advance From customers
    7,421       158  
           Other liabilities
    1,228       6,701  
Net Cash provided by (used in) operating activities
    20,666       14,337  
                 
Investing activities
               
     Purchases of property, plant and equipment
    (1,278 )     (370 )
     Proceeds from sales of property, plant and equipment
    -       40  
     Payment for construction in progress
    (3,303 )     (12,667 )
     Sale of   S/T Investment
    66,062       57,179  
     Increase in S/T investment
    (74,330 )     (50,719 )
     Receipt of government grant for new plant construction
    196       1,582  
Net Cash provided by (used in) investing activities
    (12,653 )     (4,955 )
                 
Financing activities
               
     Proceeds from bank loan
    9,887       42,213  
     Repayment of bank loan
    (26,622 )     (44,400 )
     Proceeds from exercised stock options
    16       216  
     Dividend paid
    (2,605 )     (1,950 )
Net Cash provided by (used in) financing activities
    (19,324 )     (3,921 )
                 
Effect of exchange rate changes on cash
    (62 )     611  
Net increase/(decrease) in cash and cash equivalents
    (11,373 )     6,072  
Cash and Cash equivalents at beginning of year
    24,582       18,510  
Cash and Cash equivalents at end of year
    13,209       24,582  
                 
Interest paid
    1,651       2,724  
Income tax paid
    3,701       2,470  



 
 
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