UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K/A
REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of June 2012
Commission File Number: 001-34168
PANSOFT COMPANY LIMITED
(Translation of registrant's name into English)
3/F Qilu Software Park Building, Hi-Tech Zone,
Jinan, Shandong, People's Republic of China 250101
86-531-88874455
(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 ¨
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): ___________
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): ___________
Note: Regulation S-T Rule 101(b)(7) only permits the submission in paper of a Form 6-K if 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.
Yes ¨ No x
If "Yes" is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): 82- ___________.
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EXHIBIT INDEX
Number Description of Exhibit
______ ________________________________________________________________________
99.1: Pansoft Announces Fiscal Third-Quarter 2012 Financial Results
SIGNATURES
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.
PANSOFT COMPANY LIMITED
Date: June 1, 2012 By:
/s/ Allen Zhang_______________________________
Allen Zhang
Chief Financial Officer
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Company Contact: Pansoft Company Limited Allen Zhang, Chief Financial Officer Phone: +86-531-8887-4455 E-mail: allen.zhang@pansoft.com
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Investor Contact: CCG Investor Relations Mr. John Harmon, CFA, Sr. Account Manager Phone: +86-10-8573-1012 E-mail: john.harmon@ccgir.com www.ccgirasia.com
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Pansoft Announces Fiscal Third-Quarter 2012 Financial Results
· Revenues Increase 13% Year over Year
JINAN, China, May 31, 2012 -- Pansoft Company Limited (NASDAQ: PSOF) (“Pansoft” or the “Company”), a leading ERP software service provider for the oil and gas industry in China, today announced unaudited financial results for the fiscal third quarter ended March 31, 2012.
Highlights for the Fiscal Third Quarter:
l | Revenues were $4.45 million, an increase of 13.0% versus the year-ago quarter |
l | Gross profit was $0.22 million, a decrease of 75.7% versus the year-ago quarter |
l | Operating loss was $1.24 million, compared to an operating loss of $0.3 million in the year-ago quarter |
l | Net loss attributable to Pansoft shareholders was $1.0 million, compared to net income attributable to Pansoft shareholders of $0.1 million in the year-ago quarter |
l | Net loss per diluted share attributable to Pansoft shareholders was $0.22, compared to a net loss attributable to Pansoft shareholders of $0.04 per share in the year-ago quarter |
Highlights for the Fiscal First Nine Months of 2012:
l | Revenues were $17.9 million, an increase of 22.3% from $14.7 million in the year-ago period |
l | Gross profit was $3.8 million, a decrease of 32.4% compared to $5.6 million in the year-ago period |
l | Operating loss was $0.34 million, compared to an operating profit of $2.2 million in the year-ago period |
l | Net loss attributable to Pansoft common shareholders was approximately $71,000, compared to net income of $2.4 million in the year-ago period |
l | Net loss per diluted share attributable to Pansoft shareholders was $0.01, compared to net income of $0.40 per share in the year-ago period |
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“During the fiscal third quarter, we achieved modest year-over-year revenue growth, driven by strength at our HongAo and Pansoft-Japan subsidiaries, which offset softer results from our core Pansoft China business. In particular, higher HR costs resulting from our expanded team put significant pressure on our gross margins in the quarter”, said Hugh Wang, Pansoft’s Chairman of the Board. “Nevertheless, we remain confident that our business model is sound and we remain committed to serving the large ERP software market in China. Our immediate priority is to improve margins and restore profitability in the near term.”
Financial Results Highlights for the Fiscal Third-Quarter of 2012
Revenues for the fiscal third quarter ended March 31, 2012 were $4.45 million, as compared to $3.9 million in the year-ago quarter, an increase of 13.0%, of which, approximately 76.2% was contributed by Pansoft-China and ITLamp and 23.8% by acquired and other businesses. The year-over-year revenue growth was primarily due to: 1) Pansoft-China receiving additional revenues from new projects in the power industry, 2) Pansoft-Japan receiving new orders and higher revenue versus the year-ago quarter, when the subsidiary had just been established and begun operation, and 3) HongAo recognizing more revenue in the quarter, with certain projects being inspected and accepted by customers.
Cost of sales was $4.2 million, an increase of 39.5% versus $3.0 million in the year-ago quarter. Cost of sales increased faster than revenues, largely due to $1.2 million higher staffing cost at Pansoft-China due to higher headcount and therefore, higher compensation expense, and also due to higher bonus provisions for the whole year . Costs at Pansoft-Japan, the outsourcing joint venture for testing mobile-phone software, were lower off a higher base in the year-ago quarter due to one-time training expenses in Japan.
Gross profit was $0.22 million, a decrease of 75.7% from $0.9 million from the year-ago quarter. Gross margin was 4.9%, as compared to 23.0% in the year-ago quarter. The decline in the gross margin was mainly due to the aforementioned reasons.
Operating expenses were $1.45 million, an increase of 19.3% from $1.2 million in the year-ago quarter. The increase in operating expenses was mainly due to higher selling expense, compensation expense and professional service fees for the “going-private” process.
Operating loss was $1.15 million, as compared to an operating loss of $0.12 million in the year-ago quarter.
Net loss attributable to Pansoft shareholders was $1.0 million, compared to net profit attributable to Pansoft shareholders of $0.1 million in the year-ago quarter, which was mainly due to start-up losses at Pansoft-Japan and higher amortization expense related to recent acquisitions.
Net loss per diluted share attributable to Pansoft shareholders was $0.22, as compared to a net loss per diluted share attributable to Pansoft shareholders of $0.04 in the year-ago quarter.
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Financial Results Highlights for the First Nine Months of Fiscal 2012
Revenues for the nine months ended March 31, 2012 were $17.9 million, compared to $14.7 million in the same period last year, an increase of 22.3%. Cost of sales was $14.2 million, a 55.9% increase from $9.1 million in the year-ago nine-month period. Gross profit was $3.8 million, a decrease of 32.4% from $5.6 million in the same period last year. Gross margin was 21.1%, compared to 38.1% in the year-ago nine-month period. Operating expenses were $4.1 million, an increase of 22.9% from $3.3 million in the same period last year. Operating loss was $0.3 million, compared to an operating profit of $2.2 million in the year-ago nine-month period. Net loss attributable to Pansoft shareholders was approximately $71,000, compared to a net profit of $2.4 million in the corresponding period in fiscal 2011. Net loss per diluted share attributable to Pansoft shareholders was $0.01, as compared to a net profit of $0.40 per share in the corresponding period in fiscal 2011.
Segment Performance
The Company reports its financial results in three segments: (1) design, development, implementation and servicing of ERP systems for the energy industry such as oil/gas and coal mining; (2) provision of technology solutions and related services to thermal power industry; and (3) outsourced mobile phone software testing and development.
· | Pansoft-China and ITLamp represent the core business of the Company and are engaged in the design, development, implementation and servicing of ERP systems for the energy industry such as oil/gas and coal mining, which together contributed 76.2% of total revenue for the fiscal third quarter ended March 31, 2012. In the quarter, revenues were $3.4 million, and the net loss was $0.5 million. ITLamp, which was acquired in June 2010, operates as an oilfield software development and service provider, primarily serving the Tarim Oilfield in Xinjiang province. In the quarter, ITLamp recorded revenues of $0.3 million (5.8% of quarterly revenue) and net income of approximately $27,000. | |
· | HongAo, in which Pansoft acquired a 55.01% stake in October 2010, serves the thermal power industry as a technical service provider in Shandong province. Net revenues were $0.5 million (11.4% of quarterly revenue) and the net loss was $0.4 million. | |
· | Pansoft-Japan was established in August 2010 to provide outsourcing functions for Japanese clients, initially in the field of cell-phone software testing. The new testing operation was set up in Jinan, China with a front office in Osaka, Japan. Pansoft-Japan continues to incur start-up losses exceeding initial budget expectations. Net revenues were $0.5 million (11.9% of quarterly revenue) and the net loss was $0.17 million. The venture is still expected to break even towards the end of the 2012 calendar year. | |
· | Langji, which Pansoft acquired in October 2011, serves China’s coal-mining industry as a leading HR solution provider. Net revenues were approximately $24,000 (0.5% of quarterly revenue) and the net loss was approximately $128,000. |
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(in USD) | Pansoft Segment Income Statement Three Months Ended March 31, 2012 | |||||||||||||||||||
Pansoft-CN + ITLamp | HongAo | Pansoft-JP | LangJi | Total | ||||||||||||||||
Revenues | $ | 3,390,869 | $ | 506,377 | $ | 528,955 | $ | 24,235 | $ | 4,450,436 | ||||||||||
Cost of revenues | 3,080,555 | 528,755 | 580,946 | 40,400 | 4,230,656 | |||||||||||||||
Gross profit | 310,314 | (22,378 | ) | (51,991 | ) | (16,165 | ) | 219,780 | ||||||||||||
Total operating expenses | 823,037 | 396,635 | 115,993 | 112,213 | 1,456,878 | |||||||||||||||
Income from operations | (521,723 | ) | (419,013 | ) | (167,984 | ) | (128,378 | ) | (1,237,098 | ) |
(in USD) | Pansoft Segment Income Statement Nine Months Ended March 31, 2012 | |||||||||||||||||||
Pansoft-CN + ITLamp | HongAo | Pansoft-JP | LangJi | Total | ||||||||||||||||
Revenues | $ | 11,854,975 | $ | 3,862,399 | $ | 1,585,258 | $ | 627,151 | $ | 17,929,783 | ||||||||||
Cost of revenues | 8,541,078 | 3,106,406 | 2,113,823 | 393,871 | 14,155,178 | |||||||||||||||
Gross profit | 3,313,897 | 755,993 | (528,565 | ) | 233,280 | 3,774,605 | ||||||||||||||
Total operating expenses | 2,183,275 | 1,236,620 | 424,683 | 268,925 | 4,113,503 | |||||||||||||||
Income from operations | 1,130,622 | (480,627 | ) | (953,248 | ) | (35,645 | ) | (338,898 | ) | |||||||||||
Financial Condition
As of March 31, 2012, Pansoft had $2.9 million in cash and equivalents, as compared to $3.7 million as of June 30, 2011. Cash and cash equivalents exclude $4.8 million in short-term investments, versus $6.8 million as of June 30, 2011, and the decrease was primarily due to slower-than-expected cash inflow in the quarter as our clients slowed their payment process under the current economic environment. Total current assets were $26.3 million, as of March 31, versus $24.1 million as of June 30, 2011, including a $2.6 million increase in prepayments and deposits, a $2.2 million increase in inventory, offset by a $2.0 million decrease in short-term investments. Current liabilities were $9.9 million as of March 31, as compare to $6.8 million as of June 30, 2011, versus stockholders’ equity was $23.5 million as of March 31, 2012 versus $23.5 million as of June 30, 2011.
Business Outlook
Pansoft will continue to expand its team for future business growth. The Company will continue to focus on the coal mining, thermal power and oilfield markets.
“While we continue to experience revenue growth in this fiscal year, our margins remain under pressure from the higher costs and expenses incurred from the realization of our business expansion strategy. We expect to post a slight net profit this fiscal year.” concluded Mr. Wang.
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About Pansoft Company Limited
Pansoft is a leading enterprise resource planning (“ERP”) software and professional services provider for the oil and gas industry in China. Its ERP software offers comprehensive solutions in various business operations including accounting, order processing, delivery, invoicing, inventory control, and customer relationship management. For more information visit http://www.pansoft.com.
Forward-Looking Statements
This press release contains forward-looking statements concerning Pansoft Company Limited, including but are not limited to, statements regarding Pansoft’s acquisition strategies, projected revenue growth, contracts with customers, timing of development projects, and efforts to achieve business growth. The actual results may differ materially depending on a number of risk factors including but not limited to, the following: general economic and business conditions, development, shipment and market acceptance of products, additional competition from existing and new competitors, purchase cycle of major customers, changes in technology or product techniques, and various other factors beyond its control. All forward-looking statements are expressly qualified in their entirety by this Cautionary Statement and the risk factors detailed in the Company's reports filed with the Securities and Exchange Commission. Pansoft Company Limited undertakes no duty to revise or update any forward-looking statements to reflect events or circumstances after the date of this release.
– Financial Tables Follow –
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Pansoft Company Limited
Consolidated Statements of Operations and Comprehensive Income
For the Three and Nine-Months Ended March 31, 2012 and 2011
(in U.S. Dollars)
For the Three Months Ended March 31, | For the Nine Months Ended March 31, | |||||||||||||||
2012 | 2011 | 2012 | 2011 | |||||||||||||
Sales | $ | 4,450,436 | $ | 3,938,921 | $ | 17,929,783 | $ | 14,662,989 | ||||||||
Cost of sales | 4,230,656 | 3,033,474 | 14,155,178 | 9,079,576 | ||||||||||||
Gross profit | 219,780 | 905,447 | 3,774,605 | 5,583,413 | ||||||||||||
Expenses | ||||||||||||||||
General and administrative expenses | 656,551 | 549,757 | 2,054,055 | 1,554,569 | ||||||||||||
Amortization expenses of the intangible assets | 168,943 | 281,870 | 721,339 | 641,684 | ||||||||||||
Selling expenses | 303,041 | 273,518 | 729,743 | 681,376 | ||||||||||||
Professional fees | 295,913 | 60,430 | 486,168 | 248,957 | ||||||||||||
Stock based compensation | 32,431 | 55,234 | 113,049 | 209,588 | ||||||||||||
(Gain) on disposition of property and equipment | – | – | 9,148 | (366 | ) | |||||||||||
Total operating expenses | 1,456,787 | 1,220,809 | 4,113,501 | 3,345,808 | ||||||||||||
Income from operations | (1,237,098 | ) | (315,362 | ) | (338,896 | ) | 2,237,605 | |||||||||
Fair value change on liabilities (P&L) | – | – | 53,832 | – | ||||||||||||
Extinguishment of liabilities | – | – | (1,753 | ) | – | |||||||||||
Other income (expenses), net | 76,166 | 37,615 | 295,052 | 33,903 | ||||||||||||
Government Subsidy | 2,273 | 104,609 | 136,377 | 303,364 | ||||||||||||
Finance cost | 2,041 | (21,897 | ) | 5,140 | (44,607 | ) | ||||||||||
Interest income | 5,668 | 77,687 | 11,941 | 219,028 | ||||||||||||
Income before provision from income taxes | (1,150,950 | ) | (117,348 | ) | 161,693 | 2,749,293 | ||||||||||
Provision for current income taxes | 641 | 27,092 | 715,369 | 630,380 | ||||||||||||
Provision for deferred income taxes | 55,583 | 52,915 | (312,046 | ) | (180 | ) | ||||||||||
Net income | (1,204,174 | ) | (197,355 | ) | (241,630 | ) | 2,119,083 | |||||||||
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Less: Net Income attributable to noncontrolling interests | 160,046 | (306,947 | ) | 170,927 | (254,368 | ) | ||||||||||
Net Income attributable to Pansoft Common Shareholders | (1,047,127 | ) | 109,592 | (70,702 | ) | 2,373,460 | ||||||||||
- | ||||||||||||||||
Other comprehensive (loss) income | (168,563 | ) | 216,523 | 322,679 | 605,731 | |||||||||||
Comprehensive income | $ | (1,215,691 | ) | $ | 326,115 | $ | 251,976 | $ | 2,979,191 | |||||||
Basic net income per share | $ | (0.22 | ) | $ | (0.04 | ) | $ | (0.01 | ) | $ | 0.40 | |||||
Diluted net income per share | $ | (0.22 | ) | $ | (0.04 | ) | $ | (0.01 | ) | $ | 0.40 | |||||
Basic weighted average number of shares outstanding | 5,355,632 | 5,336,632 | 5,355,632 | 5,336,632 | ||||||||||||
Diluted weighted average number of shares outstanding | 5,384,487 | 5,365,487 | 5,384,487 | 5,365,487 |
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Pansoft Company Limited
Consolidated Balance Sheet
(in U.S. Dollars)
Mar 31, 2012 | Jun 30, 2011 | |||||||
Assets | ||||||||
Current assets | ||||||||
Cash and cash equivalents | $ | 2,901,678 | $ | 3,680,716 | ||||
Account receivables, net | 5,110,923 | 3,678,463 | ||||||
Unbilled revenues, net | 5,605,310 | 7,025,926 | ||||||
Prepayment, deposits and other receivables | 4,470,589 | 1,868,101 | ||||||
Deferred and prepaid expenses | 175,191 | – | ||||||
Inventory | 3,191,915 | 1,010,582 | ||||||
Short term investments - Available for sales | 4,813,879 | 6,829,841 | ||||||
Total current assets | 26,269,485 | 24,093,629 | ||||||
Non-current assets | ||||||||
Property and equipment, net | 2,192,182 | 2,312,590 | ||||||
Long term equity investment | 29,218 | 28,418 | ||||||
Deferred software development cost | 45,861 | – | ||||||
Intangible assets | 2,431,781 | 2,706,197 | ||||||
Goodwill on acquisition | 2,364,428 | 1,373,708 | ||||||
Total assets | 33,332,954 | 30,514,542 | ||||||
Liabilities | ||||||||
Accounts payable | 1,641,268 | 969,998 | ||||||
Accrual and other current liabilities | 3,826,195 | 2,012,202 | ||||||
Acquisition payable | 1,835,481 | 525,709 | ||||||
Deferred revenue | 1,162,340 | 2,048,859 | ||||||
Income tax payable | (356,763 | ) | 31,667 | |||||
Deferred income taxes | 607,295 | 570,711 | ||||||
Unearned government research revenue | 1,166,445 | 683,286 | ||||||
Total current liabilities | 9,882,261 | 6,842,432 | ||||||
Non-current liabilities | ||||||||
Deferred income taxes | – | 181,611 | ||||||
Total Liabilities | 9,882,261 | 7,024,043 | ||||||
Shareholders' equity | ||||||||
Common stock (30,000,000 common shares authorized; par value of $0.0059 per share; 5,438,232 shares issued and outstanding as of June 30, 2009) | ||||||||
Share capital | 32,080 | 32,080 | ||||||
Treasure stocks, at cost | (681,110 | ) | (503,602 | ) | ||||
Additional paid-in capital | 9,394,492 | 9,281,753 | ||||||
Retained earnings | 8,414,787 | 9,782,874 | ||||||
Statutory reserves | 1,899,668 | 1,429,858 | ||||||
Non-controlling interests | 2,519,191 | 1,940,239 | ||||||
Accumulated other comprehensive income | 1,871,585 | 1,527,297 | ||||||
23,450,693 | 23,490,499 | |||||||
Total liabilities and shareholders’ equity | $ | 33,332,954 | $ | 30,514,542 |
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