SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 20-F
[ ] REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES
EXCHANGE ACT OF 1934
OR
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the fiscal year ended March 31, 2004
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
Commission File Number: 0-17601
BONSO ELECTRONICS INTERNATIONAL INC.
----------------------------------------------------
(Exact name of Registrant as specified in its charter)
British Virgin Islands
----------------------
(Jurisdiction of incorporation or organization)
Unit 1106 - 1110
11/F, Star House
3 Salisbury Road
Tsimshatsui
Kowloon, Hong Kong
(Address of principal executive offices)
Securities registered or to be registered pursuant to Section 12(b) of the Act:
NONE
Securities registered pursuant to Section 12(g) of the Act:
COMMON STOCK, PAR VALUE $.003
Securities for which there is a reporting obligation pursuant
to Section 15(d) of the Act: NONE
Indicate the number of outstanding shares of each of the issuer's classes
of capital or common stock as of the close of the period covered by the annual
report:
5,708,365 shares of common stock, $0.003 par value, at March 31, 2004
(including 180,726 shares that are disputed and which the Company may have to
repurchase).
Indicate by check mark whether the Registrant: (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.
Yes [X] No [ ]
Indicate by check mark which financial statement item the Registrant has
elected to follow:
Item 17 [ ] Item 18 [X]
TABLE OF CONTENTS
Page
PART I
Item 1. Identity of Directors, Senior Management and Advisors........... 2
Item 2. Offer Statistics and Expected Timetable......................... 2
Item 3. Key Information................................................. 2
Item 4. Information on the Company...................................... 13
Item 5. Operating and Financial Review and Prospects.................... 24
Item 6. Directors, Senior Management and Employees...................... 39
Item 7. Major Shareholders and Related Party Transactions............... 48
Item 8. Financial Information........................................... 51
Item 9. The Offer and Listing .......................................... 51
Item 10. Additional Information.......................................... 51
Item 11. Quantitative and Qualitative Disclosures about Market Risk...... 52
Item 12. Description of Securities Other Than Equity Securities.......... 57
PART II
Item 13. Defaults, Dividend Arrearages and Delinquencies.................. 58
Item 14. Material Modifications to the Rights of Security Holders
and Use of Proceeds......................................... 58
Item 15. Controls and Procedures.......................................... 58
Item 16. Reserved......................................................... 58
Item 16A. Audit Committee Financial Expert................................. 59
Item 16B. Code of Ethics................................................... 59
Item 16C. Principal Accountant Fees and Services........................... 59
Item 16D. Exemptions from the Listing Standards for Audit Committees
Item 16E. Purchases of Equity Securities by the Issuer and
Affiliates Purchasers ........................................... 59
PART III
Item 17. Financial Statements............................................. 59
Item 18. Financial Statements............................................. 61
Item 19. Exhibits......................................................... 63
SIGNATURES
FORWARD-LOOKING STATEMENTS
This Annual Report on Form 20-F contains forward-looking statements. A
forward-looking statement is a projection about a future event or result, and
whether the statement comes true is subject to many risks and uncertainties.
These statements often can be identified by the use of terms such as "may,"
"will," "expect," "believe," "anticipate," "estimate," "approximate" or
"continue," or the negative thereof. The actual results or activities of the
Company will likely differ from projected results or activities of the Company
as described in this Memorandum, and such differences could be material.
Forward-looking statements involve known and unknown risks, uncertainties
and other factors that may cause the actual results and performance of the
Company to be different from any future results, performance and achievements
expressed or implied by these statements. In other words, our performance might
be quite different from what the forward-looking statements imply. You should
review carefully all information included in this Annual Report.
You should rely only on the forward-looking statements that reflect
management's view as of the date of this Annual Report. We undertake no
obligation to publicly revise or update these forward-looking statements to
reflect subsequent events or circumstances. You should also carefully review the
risk factors described in other documents we file from time to time with the
Securities and Exchange Commission (the "SEC"). The Private Securities Reform
Act of 1995 contains a safe harbor for forward-looking statements on which the
Company relies in making such disclosures. In connection with the "safe harbor,"
we are hereby identifying important factors that could cause actual results to
differ materially from those contained in any forward-looking statements made by
us or on our behalf. Factors that might cause such a difference include, but are
not limited to, those discussed in the section entitled "Risk Factors" under
Item 3. - Key Information.
FINANCIAL STATEMENTS AND CURRENCY PRESENTATION
We prepare our consolidated financial statements in accordance with
accounting principles generally accepted in the United States of America and
publish our financial statements in United States Dollars.
REFERENCES
In this Annual Report, "China" refers to all parts of the People's Republic
of China other than the Special Administrative Region of Hong Kong. The terms
"Bonso," "we," "our," "us," and the "Company" refer to Bonso Electronics
International Inc. and, where the context so requires or suggests, our direct
and indirect subsidiaries. References to "dollars" or "$" are to United States
Dollars. "HK$" are to Hong Kong Dollars, "Euros" or "(euro)" are to the European
Monetary Union's Currency, "GPB" are to British Pounds, "RMB" are to Chinese
Renminbi and "CDN" are to Canadian Dollars.
1
PART I
Item 1. Identity of Directors, Senior Management and Advisors
Not Applicable.
Item 2. Offer Statistics and Expected Timetable
Not Applicable.
Item 3. Key Information
Selected Financial Data.
The selected consolidated financial data as of March 31, 2003 and 2004 and
for each of the three fiscal years ended March 31, 2004 are derived from the
audited Consolidated Financial Statements and notes which appear elsewhere in
this Annual Report. The Financial Statements are prepared in accordance with
generally accepted accounting principles in the United States of America in
United States Dollars. The selected consolidated financial data set forth below
as of March 31, 2000, 2001 and 2002, and for each of the two fiscal years in the
period ended March 31, 2001 have been derived from our audited consolidated
financial statements that are not included in this Annual Report. The selected
consolidated financial data is qualified in their entirety by reference to, and
should be read in conjunction with, the Consolidated Financial Statements and
related notes and Item 5 - "Operating and Financial Review and Prospects"
included in this Annual Report. The consolidated financial data as of March 31,
2003 and 2004 reflects the acquisition of a 51% interest in Gram Precision
Scales, Inc. ("Gram Precision"), which was effective as of August 1, 2002. Data
for the fiscal years ended prior to March 31, 2003 does not include information
relating to Gram Precision. The consolidated financial data as of March 31,
2002, March 31, 2003 and March 31, 2004 reflects the acquisition of KORONA
Haushaltswaren GmbH & Co. KG ("Korona"), which was effective as of May 1, 2001.
Data for the fiscal years ending prior to March 31, 2002 does not include
information relating to Korona.
2
SELECTED CONSOLIDATED FINANCIAL DATA
Income Statement Data
------------------------------------------------------------------------------------------------------------
Year Ended March 31,
------------------------------------------------------------------------------------------------------------
2000 2001 2002(2) 2003(1) 2004
---- ---- ------- ------- ----
Net Sales $ 15,380 $ 29,567 $ 53,303 $ 46,330 $ 74,707
Cost of Sales (11,118) (22,400) (40,192) (35,528) (57,481)
Gross Margin 4,262 7,167 13,111 10,802 17,226
Selling Expenses (261) (382) (2,476) (2,467) (3,122)
Salaries and related costs (1,899) (2,334) (3,880) (4,563) (5,151)
Research and Development (186) (298) (427) (393) (740)
expenses
Administration and general (1,646) (2,411) (3,411) (3,957) (5,709)
expenses
Amortization of brand name -- -- (203) (200) (200)
Income (loss) from operations 270 1,742 2,714 (777) 2,304
Interest income 130 458 167 85 57
Interest expense (261) (338) (645) (533) (500)
Foreign Exchange gain/(loss) 14 43 (40) (96) 15
Other Income 192 205 181 169 753
Consultancy Fee -- (381) (381) (381) --
------------------------------------------------------------------------------------------------------------
Income/(loss) before income 345 1,729 1,996 (1,534) 2,629
taxes and minority interest
Income tax benefit/(expense) 3 (125) (190) (37) (401)
------------------------------------------------------------------------------------------------------------
Net income/(loss) before $ 348 $ 1,604 $ 1,806 (1,571) 2,228
minority interest
Minority interest -- -- -- (72) 41
Net income/(loss) $ 348 $ 1,604 $ 1,806 ($ 1,643) 2,269
------------------------------------------------------------------------------------------------------------
Earning per share
-- Basic $ 0.0989 $ 0.2882 $ 0.3232 ($ 0.2936) $ 0.3979
-- Diluted $ 0.0874 $ 0.2824 $ 0.3194 ($ 0.2936) $ 0.3743
-------------------------------------------------------------------------------------------------------------
Weighted average shares 3,515,690 5,564,536 5,586,920 5,599,238 5,702,015
------------------------------------------------------------------------------------------------------------
Diluted weighted average 3,978,079 5,679,911 5,652,852 5,599,238 6,060,264
shares
------------------------------------------------------------------------------------------------------------
(1) Includes financial results of the acquisition of Gram Precision Scales that
was effective as of August 1, 2002.
(2) Includes financial results of the acquisition of Korona that was effective
as of May 1, 2001.
3
Balance Sheet Data
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Fiscal Year Ended March 31,
----------------------------------------------------------------------------------------------------------
2000 2001 2002 (2) 2003 (1) 2004
---- ---- ----- ---- ----
Cash and cash equivalents $ 7,959 $ 5,322 $ 1,878 $ 3,633 $ 10,815
Working capital $ 12,765 $ 9,323 $ 9,599 $ 9,777 $ 12,901
Total assets $ 33,793 $ 37,497 $ 44,451 $ 48,911 $ 53,598
Current Liabilities $ 5,905 $ 9,420 $ 13,488 $ 18,424 $ 20,190
Long-term debt and capital $ 865 $ 404 $ 317 $ 606 $ 1,158
lease
Deferred income tax assets $ 126 $ 97 $ 112 $ 167 $ 67
Common Stock $ 17 $ 16 $ 16 $ 17 $ 17
Shareholders' Equity $ 27,022 $ 27,673 $ 29,200 $ 28,379 $ 30,750
Dividends declared per share -- $ 0.10 $ 0.10 -- $ 0.05
--------------------
(1) Includes financial results of the acquisition of Gram Precision Scales that
was effective as of August 1, 2002.
(2) Includes financial results of the acquisition of Korona that was effective
as of May 1, 2001.
Exchange Rate Information
The Hong Kong Dollar and the United States Dollar have been fixed at
approximately 7.80 Hong Kong Dollars to 1.00 U.S. Dollars since 1983. The
Chinese government expressed its intention in the Basic Law to maintain the
stability of the Hong Kong currency after the sovereignty of Hong Kong (the
"Basic Law") was transferred to China.
The noon buying rates in New York City for cable transfers as certified for
customs purposes by the Federal Reserve Bank of New York were U.S. $1.00 = CDN $
1.3687, U.S. $1.00 = RMB 8.2767, U.S. $1.00 = HK $7.7970, U.S. $1.00 = Euro
1.2210, U.S $1 = 1.8359 GBP, respectively, on June 1, 2004. The following table
sets forth the high and low noon buying rates between Chinese Renminbi and U.S.
Dollars, Hong Kong Dollars and U.S. Dollars, and Euros and U.S. Dollars for each
month during the six month period ended May 31, 2004.
NOON BUYING RATE
--------------------------------------------------------------------------------------------------------------------
CDN$ Per U.S. $1 RMB Per U.S. $1 HK$ PER U.S. $1 U.S. $1 PER EURO U.S. $1 per GBP
------------------------------- ---------------- ------------------ ----------------- ---------------
High Low High Low High Low High Low High Low
-------------------------------------------------------------------------------------------------------------------
Jan. 2004 1.3340 1.2690 8.2772 8.2767 7.7775 7.7632 1.2853 1.2389 1.8511 1.7902
Feb. 2004 1.3442 1.3108 8.2773 8.2768 7.7845 7.7686 1.2848 1.2426 1.9045 1.8182
Mar. 2004 1.3480 1.3080 8.2774 8.2767 7.7980 7.7842 1.2431 1.2088 1.8680 1.7943
Apr. 2004 1.3711 1.3080 8.2772 8.2768 7.8000 7.7870 1.2358 1.1802 1.8564 1.7674
May 2004 1.3970 1.3580 8.2773 8.2768 7.8010 7.7895 1.2274 1.1801 1.8369 1.7544
June 2004 1.3772 1.3407 8.2768 8.2766 7.800 7.7947 1.2320 1.2006 1.8380 1.8090
-------------------------------------------------------------------------------------------------------------------
4
The following table sets forth the average noon buying rates between
Canadian Dollars and U.S. Dollars, between Chinese Renminbi and U.S. Dollars,
between Hong Kong Dollars and U.S. Dollars, between Euros and U.S. Dollars and
between British Pounds and U.S. Dollars for each of the calendar years 1999,
2000, 2001, 2002 and 2003 based on daily noon buying rates for cable transfer in
New York City certified for customs purposes by the Federal Reserve Bank of New
York.
AVERAGE NOON BUYING RATE
---------- -------------------- --------------------- ---------------------- ------------------------ ---------------------
CDN$ Per U.S. $1 RMB PER U.S. $1 HK$ PER U.S. $1 U.S. $1 PER EURO US $1 PER GBP
---------- -------------------- --------------------- ---------------------- ------------------------ ---------------------
1999 1.4858 8.2785 7.7599 Not Applicable 1.6172
2000 1.4855 8.2784 7.7924 Not Applicable 1.5156
2001 1.5487 8.2770 7.7997 0.8952 1.4396
2002 1.5704 8.2770 7.7997 0.9454 1.5025
2003 1.4013 8.2772 7.7876 1.1315 1.6341
---------- -------------------- --------------------- ---------------------- ------------------------ ---------------------
Risk Factors
You should carefully consider the following risks, together with all other
information included in this Annual Report. The realization of any of the risks
described below could have a material adverse effect on our business, results of
operations and future prospects.
Political, Legal, Economic and Other Uncertainties of Operations in China
and Hong Kong
We Could Face Increased Currency Risks If China Does Not Maintain The
Stability Of The Hong Kong Dollar. The Hong Kong Dollar and the United States
Dollar have been fixed at approximately 7.80 Hong Kong Dollars to 1.00 U.S.
Dollars since 1983. The Chinese government expressed its intention in the Basic
Law to maintain the stability of the Hong Kong currency after the sovereignty of
Hong Kong was transferred to China. If the current exchange rate mechanism is
changed, we face increased currency risks, which could have a material adverse
effect upon the Company.
We Face Significant Risks If The Chinese Government Changes Its Policies,
Laws, Regulations, Tax Structure, Or Its Current Interpretations Of Its Laws,
Rules And Regulations Relating To Our Operations In China. Our manufacturing
facility is located in China. As a result, our operations and assets are subject
to significant political, economic, legal and other uncertainties. Changes in
policies by the Chinese government resulting in changes in laws or regulations
or the interpretation of laws or regulations, confiscatory taxation, changes in
employment restrictions, restrictions on imports and sources of supply, import
duties, corruption, currency revaluation or the expropriation of private
enterprise could materially and adversely affect us. Over the past several
years, the Chinese government has pursued economic reform policies including the
encouragement of private economic activity and greater economic
decentralization. If the Chinese government does not continue to pursue its
present policies that encourage foreign investment and operations in China, or
if these policies are either not successful or are significantly altered, then
our business operations in China could be adversely affected. We could even be
subject to the risk of nationalization, which could result in the total loss of
5
investment in that country. Following the Chinese government's policy of
privatizing many state-owned enterprises, the Chinese government has attempted
to augment its revenues through increased tax collection. Continued efforts to
increase tax revenues could result in increased taxation expenses being incurred
by us. Economic development may be limited as well by the imposition of
austerity measures intended to reduce inflation, the inadequate development of
infrastructure and the potential unavailability of adequate power and water
supplies, transportation and communications. If for any reason we were required
to move our manufacturing operations outside of China, our profitability would
be substantially impaired, our competitiveness and market position would be
materially jeopardized and we might have to discontinue our operations.
We Face Risks By Operating In China, Because The Chinese Legal System
Relating To Foreign Investment And Foreign Operations Like Bonso's Is Evolving
And The Application Of Chinese Laws Is Uncertain. The legal system of China
relating to foreign investments is continually evolving, and currently there can
be no certainty as to the application of its laws and regulations in particular
instances. The Chinese legal system is a civil law system based on written
statutes. Unlike common law systems, it is a system in which decided legal cases
have little precedential value. In 1979, the Chinese government began to
promulgate a comprehensive system of laws and regulations governing economic
matters in general. Legislation over the past 20 years has significantly
enhanced the protections afforded to various forms of foreign investment in
China. Enforcement of existing laws or agreements may be sporadic and
implementation and interpretation of laws inconsistent. The Chinese judiciary is
relatively inexperienced in enforcing the laws that exist, leading to a higher
than usual degree of uncertainty as to the outcome of any litigation. Even where
adequate law exists in China, it may not be possible to obtain swift and
equitable enforcement of that law. Continued uncertainty relating to the laws in
China could have a material adverse effect upon is and our operations in China.
We Could Be Adversely Affected If China Changes Its Economic Policies In
The Shenzhen Special Economic Zone Where We Operate. In August 1980, the Chinese
government passed "Regulations for The Special Economy Zone of Guang Dong
Province" and officially designated a portion of Shenzhen as The Shenzhen
Special Economy Zone. Foreign enterprises in these areas benefit from greater
economic autonomy and special tax incentives than enterprises in other parts of
China. Changes in the policies or laws governing Special Economic Zones could
have a material adverse effect on us. Moreover, economic reforms and growth in
China have been more successful in certain provinces than others, and the
continuation or increase of these disparities could affect the political or
social stability of China, which could have a material adverse effect us and our
operations near Shenzhen.
Controversies Affecting China's Trade With The United States Could Harm Our
Results Of Operations Or Depress Our Stock Price. While China has been granted
permanent most favored nation trade status in the United States through its
entry into the World Trade Organization, controversies between the United States
and China may arise that threaten the status quo involving trade between the
United States and China. These controversies could materially and adversely
affect our business by, among other things, causing our products in the United
States to become more expensive resulting in a reduction in the demand for our
products by customers in the United States, which would have a material adverse
effect upon us and our results of operations. Further, political or trade
friction between the United States and China, whether or not actually affecting
our business, could also materially and adversely affect the prevailing market
price of our common share.
6
If Our Sole Factory Were Destroyed Or Significantly Damaged As A Result of
Fire Or Some Other Natural Disaster, We Would Be Adversely Affected. All of our
products are currently manufactured at our manufacturing facility located in
Shenzhen, China. Fire fighting and disaster relief or assistance in China may
not be as developed as in Western countries. We currently maintain property
damage insurance aggregating approximately $23,660,000 covering our stock in
trade, goods and merchandise, furniture and equipment and buildings. We do not
maintain business interruption insurance. Investors are cautioned that material
damage to, or the loss of, our factory due to fire, severe weather, flood or
other act of God or cause, even if insured, could have a material adverse effect
on our financial condition, results of operations, business and prospects.
Our Results Could Be Harmed If We Have To Comply With New Environmental
Regulations. Our operations create some environmentally sensitive waste that may
increase in the future depending on the nature of our manufacturing operations.
The general issue of the disposal of hazardous waste has received increasing
attention from the PRC national and local governments and foreign governments
and agencies and has been subject to increasing regulation. Our business and
operating results could be materially and adversely affected if we were to
increase expenditures to comply with environmental regulations affecting our
operations.
Risk Factors Relating to Our Business
We Depend Upon Our Largest Customers For A Significant Portion Of Our Sales
Revenue, And We Cannot Be Certain That Sales To These Customers Will Continue.
If Sales To These Customers Do Not Continue, Then Our Sales Will Decline And Our
Business Will Be Negatively Impacted. Traditionally, we have relied upon 3-4
customers for a significant portion of our sales during the fiscal year. One
major customer accounted for approximately 22% of our sales in the fiscal year
ended March 31, 2002, four customers accounted for approximately 37% in the
fiscal year ended March 31, 2003, with one customer accounting for 25% of our
sales and six customers accounted for approximately 65% of our sales during the
fiscal year ended March 31, 2004. We do not enter into long-term contracts with
our customers, but manufacture based upon purchase orders and therefore cannot
be certain that sales to these customers will continue. The loss of any of our
largest customers would likely have a material negative impact on our sales
revenue and our business.
Defects In Our Products Could Impair Our Ability To Sell Our Products Or
Could Result In Litigation And Other Significant Costs. Detection of any
significant defects in our products may result in, among other things, delay in
time-to-market, loss of market acceptance and sales of our products, diversion
of development resources, injury to our reputation, or increased warranty costs.
Because our products are complex, they may contain defects that cannot be
detected prior to shipment. These defects could harm our reputation, which could
result in significant costs to us and could impair our ability to sell our
products. The costs we may incur in correcting any product defects may be
substantial and could decrease our profit margins.
7
Since certain of our products are used in applications that are integral to
our customers' businesses, errors, defects, or other performance problems could
result in financial or other damages to our customers, which would likely result
in adverse effect upon our business with these customers. If we were involved in
any product liability litigation, even if it were unsuccessful, would be time
consuming and costly to defend. Further, our product liability insurance may not
be adequate to cover claims.
Our Sales Through Retail Merchants Result In Seasonality And Susceptibility
To A Downturn In The Retail Economy And Sales Variances Resulting From Retail
Promotional Programs. With the acquisition of Korona, a significant portion of
our net sales involve sales of bathroom and kitchen scales to retail merchants
in Europe. In addition, many of our other customers sell to retail merchants.
Accordingly, these portions of our customer base are susceptible to a downturn
in the retail economy. A greater number of our sales of scales and
telecommunications products occur between the months of April and September for
shipment in the summer in preparation of the Christmas holiday. Throughout the
remainder of the year, our products do not appear to be subject to significant
seasonal variation. However, past sales patterns may not be indicative of future
performance. A significant portion of our sales in Europe are attributable to
the promotional programs of our retail industry customers. These promotional
programs result in significant orders by customers who do not carry our products
on a regular basis. Promotional programs often involve special pricing terms or
require us to spend funds to have our products promoted. We cannot assure you
that promotional purchases by our retail industry customers will be repeated
regularly, or at all. Further, our promotional sales could cause our quarterly
results to vary significantly. The reduction in promotional purchases would
likely have a material adverse effect upon our results of operations.
Our Customers Are Dependent On Shipping Companies For Delivery Of Our
Products And Interruptions To Shipping Could Materially And Adversely Affect Our
Business And Operating Results. Typically, we sell our products either F.O.B.
Hong Kong or Yantian (Shenzhen) and our customers are responsible for the
transportation of products from Hong Kong or Yantian (Shenzhen) to their final
destinations. Our customers rely on a variety of carriers for product
transportation through various world ports. A work stoppage, strike or shutdown
of one or more major ports or airports could result in shipping delays
materially and adversely affecting our customers, which in turn could have a
material adverse effect on our business and operating results. Similarly, an
increase in freight surcharges due to rising fuel costs or general price
increases could materially and adversely affect our business and operating
results.
Customer Order Estimates May Not Be Indicative Of Actual Future Sales. Some
of our customers have provided us with forecasts of their requirements for our
products over a period of time. We make many management decisions based on these
customer estimates, including purchasing materials, hiring personnel, and other
matters that may increase our production capacity and costs. If a customer
reduces its orders from prior estimates after we have increased our production
capabilities and costs, this reduction may decrease our net sales and we may not
be able to reduce our costs to account for this reduction in customer orders.
Many customers do not provide us with forecasts of their requirements for our
products. If those customers place significant orders, we may not be able to
increase our production quickly enough to fulfill the customers' orders. The
inability to fulfill customer orders could damage our relationships with
customers and reduce our net sales.
8
Pressure By Our Customers To Reduce Prices And Agree To Long-Term Supply
Arrangements May Cause Our Net Sales Or Profit Margins To Decline. Our customers
are under pressure to reduce prices of their products. Therefore, we expect to
experience pressure from our customers to reduce the prices of our products. Our
customers frequently negotiate supply arrangements with us well in advance of
delivery dates, thereby requiring us to commit to price reductions before we can
determine if we can achieve the assumed cost reductions. We believe we must
reduce our manufacturing costs and obtain higher volume orders to offset
declining average sales prices. If we are unable to offset declining average
sales prices, our gross profit margins will decline which would have a material
adverse effect upon our results of operations.
We Depend Upon Our Key Personnel And The Loss Of Any Key Personnel, Or Our
Failure To Attract And Retain Key Personnel, Could Adversely Affect Our Future
Performance, Including Product Development, Strategic Plans, Marketing And Other
Objectives. The loss or failure to attract and retain key personnel could
significantly impede our performance, including product development, strategic
plans, marketing and other objectives. Our success depends to a substantial
extent not only on the ability and experience of our senior management, but
particularly upon Anthony So our President, Secretary, Treasurer and Chairman of
the Board. We do not have key man life insurance on Mr. So. To the extent that
the services of Mr. So would be unavailable to us, we would be required to
obtain another person to perform the duties Mr. So otherwise would perform. We
may be unable to employ another qualified person with the appropriate background
and expertise to replace Mr. So on terms suitable to us.
We Face The Pressures Of A Competitive Industry. Our business is in an
industry that is highly competitive, and many of our competitors, both local and
international, have substantially greater technical, financial and marketing
resources than we have. We compete with scale manufacturers in the Far East, the
United States, and Europe. We believe that our principal competitor in the scale
market is Measurement Specialties, Inc. and principal competitors in the
telecommunications market are other OEM manufacturers; however, as a contract
and OEM and original design manufacturer, we compete with all companies engaged
in the contract and OEM business. Further, subsequent to the acquisitions of
Korona and Gram Precision, we compete with distributors of scales in Europe and
Canada. Both the scale and the telecommunications markets are highly competitive
and we face pressures on pricing and lower margins as evidenced by the decline
in margins that we have experienced with our telecommunications products. Lower
margins may affect our ability to cover our costs which could have a material
negative impact on our operations and our business.
We Are Controlled By Our Management, Whose Interest May Differ From Those
Of The Other Shareholders. At the present time, Mr. Anthony So, our founder and
President, beneficially owns approximately 35.55% of the outstanding shares of
common stock, including shares underlying his outstanding options, or 28.39%
without including his outstanding options. Due to his stock ownership, Mr. So
may be in a position to elect the board of directors and, therefore, to control
our business and affairs including certain significant corporate actions such as
acquisitions, the sale or purchase of assets and the issuance and sale of our
9
securities. Mr. So may be able to prevent or cause a change in control. We also
may be prevented from entering into transactions that could be beneficial to us
without Mr. So's consent. The interest of our largest shareholder may differ
from the interests of other shareholders.
Our Operating Results And Stock Price Are Subject To Wide Fluctuations. Our
quarterly and annual operating results are affected by a wide variety of factors
that could materially and adversely affect net sales, gross profit and
profitability. This could result from any one or a combination of factors, many
of which are beyond our control. Results of operations in any period should not
be considered indicative of results to be expected in any future period, and
fluctuations in operating results may also result in fluctuations in the market
price of our common stock.
Our Results Could be Affected By Changes In Currency Exchange Rates.
Changes in currency rates involving the Canadian Dollar, Hong Kong dollar,
Chinese Renminbi, British Pounds or the Euro could increase our expenses.
During the fiscal year ended March 31, 2004 and 2003, our financial results
were affected by currency fluctuations, resulting in a total foreign exchange
gain of $15,081 and a loss of $96,592, respectively. Generally, our revenues are
collected in United States Dollars, Euros and Canadian Dollars. Our costs and
expenses are paid in United States Dollars, Canadian Dollars, Hong Kong Dollars,
British Pound, Euros and Chinese Renminbi. We face a variety of risks associated
with changes among the relative value of these currencies. An appreciation of
the Canadian Dollar, Chinese Renminbi, Hong Kong Dollar British Pound, or the
Euro against the U.S. Dollar would increase our expenses when translated into
U.S. Dollars and could materially and adversely affect our margins and results
of operations. In addition, a significant devaluation in the Canadian Dollar,
Chinese Renminbi, Hong Kong Dollar, British Pound or Euro could have a material
adverse effect upon our results of operations if it destabilizes the economy of
Canada, China, Hong Kong, Great Britain or the European Union.
Protection And Infringement Of Intellectual Property. Except for one patent
held by Gram Precision, the trademark for the KORONA and fifteen trademarks
currently held by Gram Precision, we have no patents, licenses, franchises,
concessions or royalty agreements that are material to our business. We have
obtained a trademark registration in Hong Kong and China for the marks BONSO and
MODUS in connection with certain electronic apparatus. Unauthorized parties may
attempt to copy aspects of our products or trademarks or to obtain and use
information that we regard as proprietary. Policing unauthorized use of our
products is difficult. Our means of protecting our proprietary rights may not be
adequate. In addition, the laws of some foreign countries do not protect our
proprietary rights to as great an extent as do the laws of the United States.
Our failure to adequately protect our proprietary rights may allow third parties
to duplicate our products or develop functionally equivalent or superior
technology. In addition, our competitors may independently develop similar
technology or design around our proprietary intellectual property.
Further, we may be notified that we are infringing patents, trademarks,
copyrights or other intellectual property rights owned by other parties. In the
event of an infringement claim, we may be required to spend a significant amount
of money to develop a non-infringing alternative or to obtain licenses. We may
not be successful in developing such an alternative or obtaining a license on
10
reasonable terms, if at all. Any litigation, even without merit, could result in
substantial costs and diversion of resources and could have a material adverse
affect on our business and results of operations.
Cancellations Or Delays In Orders Could Materially And Adversely Affect Our
Gross Margins And Operating Income. Sales to our OEM customers are primarily
based on purchase orders we receive from time to time rather than firm,
long-term purchase commitments. Although it is our general practice to purchase
raw materials only upon receiving a purchase order, for certain customers we
will occasionally purchase raw materials based on such customers' rolling
forecasts. Further, during times of potential component shortages we have
purchased, and may continue to purchase, raw materials and component parts in
the expectation of receiving purchase orders for products that use these
components. In the event actual purchase orders are delayed, are not received or
are cancelled, we would experience increased inventory levels or possible
write-downs of raw material inventory that could materially and adversely affect
our business and operating results.
We Generally Have No Written Agreements With Suppliers To Obtain Components
And Our Margins And Operating Results Could Suffer From Increases In Component
Prices. We are typically responsible for purchasing components used in
manufacturing products for our customers. We generally do not have written
agreements with our suppliers of components. This typically results in our
bearing the risk of component price increases because we may be unable to
procure the required materials at a price level necessary to generate
anticipated margins from the orders of our customers. Further, prices of
components have increased recently based upon the increase in oil prices and
what management believes to be a high worldwide demand for components used in
the manufacturing of our products. Accordingly, additional increases in
component prices could materially and adversely affect our gross margins and
results from operations.
Certain Legal Consequences of Foreign Incorporation and Operations
Judgments Against The Company And Management May Be Difficult To Obtain Or
Enforce. We are a holding corporation organized as an International Business
Company under the laws of the British Virgin Islands and our principal operating
subsidiary is organized under the laws of Hong Kong. Our principal executive
offices are located in Hong Kong, Korona is located in Germany and Gram
Precision is located in Canada. Outside the United States, it may be difficult
for investors to enforce judgments obtained against us in actions brought in the
United States, including actions predicated upon the civil liability provisions
of federal securities laws. In addition, most of our officers and directors
reside outside the United States and the assets of these persons are located
outside of the United States. As a result, it may not be possible for investors
to effect service of process within the United States upon these persons, or to
enforce against the Company or these persons judgments predicated upon the
liability provisions of United States federal securities laws. Our Hong Kong
counsel and our British Virgin Islands counsel have advised that there is
substantial doubt as to the enforceability against us or any of our directors or
officers in original actions or in actions for enforcement of judgments of
United States courts in claims for liability based on the civil liability
provisions of federal securities laws.
11
Because We Are Incorporated In The British Virgin Islands, You May Not Have
The Same Protections As Shareholders Of U.S. Corporations. We are organized
under the laws of the British Virgin Islands. Principles of law relating to
matters affecting the validity of corporate procedures, the fiduciary duties of
our management, directors and controlling shareholders and the rights of our
shareholders differ from, and may not be as protective of shareholders as, those
that would apply if we were incorporated in a jurisdiction within the United
States. Our directors have the power to take certain actions without shareholder
approval, including an amendment of our Memorandum or Articles of Association
and certain fundamental corporate transactions, including reorganizations,
certain mergers or consolidations and the sale or transfer of assets. In
addition, there is doubt that the courts of the British Virgin Islands would
enforce liabilities predicated upon United States federal securities laws.
Future issuances of preference shares could materially and adversely affect
the holders of our common shares or delay or prevent a change of control. On
October 10, 2001, our shareholders approved the amendment to our Memorandum and
Articles of Association to create from time to time and issue an aggregate of
10,000,000 shares of preferred stock in four classes. While currently no
preferred shares are issued or outstanding, we may issue preferred shares in the
future. Future issuance of preferred shares could materially and adversely
affect the rights of the holders of our common shares or delay or prevent a
change of control.
Our Shareholders Do Not Have The Same Protections Or Information Generally
Available To Shareholders Of U.S. Corporations Because The Reporting
Requirements For Foreign Private Issuers Are More Limited Than Those Applicable
To Public Corporations Organized In The United States. We are a foreign private
issuer within the meaning of rules promulgated under the Exchange Act. We are
not subject to certain provisions of the Exchange Act applicable to United
States public companies including: the rules under the Exchange Act requiring
the filing with the SEC of quarterly reports on Form 10-Q or current reports on
Form 8-K, the sections of the Exchange Act regulating the solicitation of
proxies, consents or authorizations in respect to a security registered under
the Exchange Act and the sections of the Exchange Act requiring insiders to file
public reports of their stock ownership and trading activities and establishing
insider liability for profits realized from any "short-swing" trading
transaction (i.e., a purchase and sale, or sale and purchase, of the issuer's
equity securities within six months or less). Because we are not subject to
these rules, our shareholders are not afforded the same protections or
information generally available to investors in public companies organized in
the United States.
Our Board's Ability To Amend Our Charter Without Shareholder Approval Could
Have Anti-Takeover Effects That Could Prevent A Change In Control. As permitted
by the law of the British Virgin Islands, our Memorandum and Articles of
Association, which are the terms used in the British Virgin Islands for a
corporation's charter and bylaws, may be amended by our board of directors
without shareholder approval provided that a majority of our independent
directors do not vote against the amendment. This includes amendments to
increase or reduce our authorized capital stock. Our board's ability to amend
our charter documents without shareholder approval could have the effect of
delaying, deterring or preventing a change in control of Bonso, including a
tender offer to purchase our common shares at a premium over the then current
market price.
12
We May Not Pay Dividends In The Future. Although we have declared dividends
during the fiscal years ended March 31, 2001 and 2002 and on April 2, 2003 and
July 13, 2004, we may not be able to declare dividends or may decide not to
declare dividends in the future. We will determine the amounts of any dividends
when and if they are declared, in the future at the time of declaration.
If there is an adverse outcome in litigation in Jefferson County Colorado
that has been filed against us, our business could be seriously harmed. On or
about August 20, 2003, Bonso and three of Bonso's directors were served with a
copy of a Complaint filed on July 23, 2003 in District Court of Jefferson
County, State of Colorado. For further information, see "Legal Proceedings." The
Complaint alledges, among other claims, that certain of Bonso's officers and
directors breached their fiduciary duties of care, loyalty, and good faith by
causing Bonso, through its directors, to disseminate to the market materially
misleading and inaccurate information and its failure to correct such
information. The plaintiffs have filed an amended complaint alledging derivative
claims for breaches of fiduciary duties for: (i) insider selling and
misappropriation of information, (ii) dissemination of misleading and inaccurate
information and (iii) waste of corporate assets against certain of our officers
and directors. The ultimate outcome of this litigation cannot be presently
determined. Any adverse determination in this litigation could also subject us
to significant liabilities, any or all of which could materially and adversely
affect our business and operating results.
Item 4. Information on the Company
History and Development of the Company
Bonso Electronics International Inc. was formed on August 8, 1988 as a
limited liability International Business Company under the laws of the British
Virgin Islands under the name "Golden Virtue Limited." On September 14, 1988, we
changed our name to Bonso Electronics International, Inc. We operate under the
International Business Companies Ordinance, 1984, of the British Virgin Islands.
As part of our ongoing expansion of the sensor-based product business,
effective as of August 1, 2002, we acquired 51% of the equity of Gram Precision
from a third party for approximately $231,000 in cash, a promissory note in the
gross amount of $231,000, and the issuance of 125,000 shares of our common stock
valued at approximately $300,000. The purchase price was determined through
arms-length negotiations between us and the third party, which negotiations took
into consideration Gram Precision's business, financial position, operating
history, products, and other factors relating to Gram Precision's business. Gram
Precision is primarily engaged in the distribution and marketing of pocket
scales in the United States, Canada, and Europe.
Effective as of May 1, 2001 we acquired 100% of the equity of Korona. We
originally acquired Korona for approximately $3,634,000. Augusta exercised its
option to redeem the stock it received as part of the purchase price for a
promissory note. While we disputed Augusta's exercise of the option, the
Arbitration Panel has issued a Final Award holding Bonso liable to Augusta. For
further information, see "Legal Proceedings."
13
Korona markets consumer scale products throughout Europe to retail
merchandisers and distributors. These products feature contemporary designs
using the latest materials and attractive packaging. Since 2000, we have
manufactured a portion of Korona's product line under an Original Design
Manufacturers agreement and are familiar with Korona's stature in Europe and its
potential for wider global distribution.
Our corporate administrative matters are conducted through our registered
agent, HWR Services Limited, P.O. Box 71, Road Town, Tortola, British Virgin
Islands. Our principal executive offices are located at Unit 1106 - 1110, 11/F,
Star House, 3 Salisbury Road, Tsimshatsui, Kowloon, Hong Kong. Our telephone
number is 852-2605-5822, our facsimile number is 852-2691-1724, our e-mail
address is info@bonso.com and our website is www.bonso.com. Our registered agent
in the United States is Henry F. Schlueter, Esq., 1050 Seventeenth Street, Suite
1700, Denver, Colorado 80265.
Capital Expenditures
Our principal capital expenditures and divestitures over the last three
years include the following:
---------------------------------------------------------------------------------
2002 2003 2004
---------------------------------------------------------------------------------
Property Plant & Equipment $3,100,610 $1,754,713 $3,089,656
Our capital expenditures in 2003 included the purchase of machinery used in
the production of certain of our products.
All of the foregoing capital expenditures were financed principally from
internally generated funds and our current plan is to continue to use internally
generated funds principally to finance future capital expenditures. While we
currently have no future plans for capital expenditures during the fiscal year
ending March 31, 2005, our plans for capital expenditures are subject to change
from time to time.
Business Overview
Bonso Electronics International Inc. designs, develops, produces and sells
electronic sensor-based and wireless products for private label Original
Equipment Manufacturers (individually "OEM" or collectively "OEMs"), Original
Brand Manufacturers (individually "OBM" or collectively "OBMs") and Original
Design Manufacturers (individually "ODM" or collectively "ODMs").
Since 1989, we have manufactured all of our products in China in order to
take advantage of the lower overhead costs and competitive labor rates. Our
factory is located in Shenzhen, China, about 50 miles from Hong Kong. The
convenient location permits us to easily manage manufacturing operations from
Hong Kong and facilitates transportation of our products out of China through
the port of Hong Kong and Yantian (Shenzhen).
14
Products
Our sensor-based scale products are comprised of bathroom, kitchen, office,
jewelry, laboratory, postal and industrial scales that are used in consumer,
commercial and industrial applications. These products accounted for 63% of
revenue for the fiscal year ended March 31, 2002, 59% for 2003 and 61% for 2004.
Our wireless telecommunications products are primarily comprised of two-way
radios and cordless telephones that are used in consumer and commercial
applications. These products accounted for 33% of revenue for the fiscal year
ended March 31, 2002, 34% for 2003 and 37% for 2004.
We also receive revenue from certain customers for the development and
manufacture of tooling and moulding for scales and telecommunication products.
Generally, these tools and moulds are used by us for the manufacture and sale of
products. We also generate some sales of spare parts for repair work by our
customers and from repair work performed by us for our customers. These revenues
accounted for approximately 4% of net sales for the fiscal year ended March 31,
2002, 7% for 2003 and 2% for 2004.
The following table sets forth the percentage of net sales for each of the
product lines mentioned above, for the fiscal years ended March 31, 2002, 2003,
and 2004.
--------------------------------------------------------------------------------
Year ended March 31,
--------------------------------------------------------------------------------
Product Line 2002 2003 2004
---- ---- ----
Scales 63% 59% 61%
Telecommunications Products 33% 34% 37%
Other products and services 4% 7% 2%
Total 100% 100% 100%
--------------------------------------------------------------------------------
Business Strategy
We believe that our continued growth depends upon our ability to strengthen
our customer base by enhancing and diversifying our products, increasing the
number of customers and expanding into additional markets, while maintaining or
increasing sales of our products to existing customers. Our continued growth and
profitability is also dependent upon our ability to control production costs and
increase production capacity. Our strategy to achieve these goals is as follows:
Product Enhancement And Diversification. We continually seek to improve and
enhance our existing products in order to provide a longer product life-cycle
and to meet increasing customer demands for additional features. Our research
and development staff are currently working on a variety of projects to enhance
our existing scale products and for the telecommunications industry and in the
postal scale/meter area. See "Products" below.
15
Maintaining And Expanding Business Relations With Existing Customers. We
promote relationships with our significant customers through regular
communication, including visiting certain of our customers in their home
countries and providing direct access to our manufacturing and quality control
personnel. This access, together with our concern for quality, has resulted in a
relatively low level of defective products. Moreover, we believe that our
emphasis on timely delivery, good service and low cost has contributed and will
continue to contribute to good relations with our customers and increased
orders. Further, we solicit suggestions from our customers for product
enhancement and when feasible, plan to develop and incorporate the enhancements
suggested by our customers into our products.
Market And Product Expansion. We have significantly expanded our marketing
efforts in the United States, Canada and Europe. We have primarily done this
through the acquisitions of Gram Precision and Korona, and through efforts to
introduce the Korona brand name and products into the United States. Further, we
have taken significant steps to expand the products that we sell and to position
ourselves as both ODMs and OEMs for other companies that require a manufacturing
partner with our capabilities. We intend to increase our marketing and sales
efforts with both existing and potential customers.
Controlling Production Costs. In 1989, recognizing that labor cost is a
major factor permitting effective competition in the consumer electronic
products industry, we relocated all of our manufacturing operations to China to
take advantage of the large available pool of lower cost manufacturing labor. We
located our manufacturing facilities within 50 miles of Hong Kong in order to
facilitate transportation of our products to markets outside of China, while
benefiting from the advantages associated with manufacturing in China.
We are actively seeking to control production costs by such means as
redesigning our existing products in order to decrease material and labor costs,
controlling the number of our employees, increasing the efficiency of workers by
providing regular training and tools and redesigning the flow of our production
lines.
Increasing Production Capacity. We have significantly expanded our
production capacity by leasing additional factory and dormitory buildings
immediately adjacent to our factory in China. We have the opportunity to
increase our capacity through the construction and/or leasing of additional
factory and dormitory space near our factory in China. We intend to carefully
monitor our capacity needs and to expand capacity as necessary.
Customers and Marketing
We sell our products primarily in the United States and Europe. Customers
for our products are primarily OEMs, OBMs and ODMs, which market the products
under their own brand names. We continue to market our products to OEM's, OBM's
and ODM's at trade shows, via e-mail and facsimile. Gram Precision engages in
the distribution and marketing of pocket scales in the United States, Canada,
and Europe. Korona engages in the distribution and marketing of electronic and
mechanical body and kitchen scales directly to the retail and catalogue markets
in Europe.
Net export sales to customers by geographic area consisted of the following
for each of the three years ended March 31, 2002, 2003 and 2004.
Year ended March 31,
-------------------------------------- --------------------------- ------------------------
2002 2003 2004
---- ---- ----
North America $ 24,553,379 46% $22,017,956 48% $45,070,191 61%
Europe $ 25,641,446 48% $21,059,227 45% $27,791,392 37%
Asia $ 2,223,602 4% $ 2,661,535 6% $ 1,816,541 2%
Others $ 884,674 2% $ 591,336 1% $ 28,601 0%
Total $53,303,101 100% $46,330,054 100% $74,706,725 100%
----------------------------------------------------------------------------------------------
We maintain a marketing and sales team of eleven people in China, a
marketing team of two people in Canada and two people in Europe for Gram
Precision and a sales team of six people at Korona in Germany (including two
sales representative and four persons who are directly employed by Korona).
Also, our experienced engineering teams work directly with our customers to
develop and tailor our products to meet the customer's specific needs. We market
our products primarily through a combination of direct contact by our
experienced in-house technical sales staff and our sales representatives, and
through the use of direct mail catalogues and product literature. Korona sells
its products primarily through direct contact by sales agents/employees with
customers. In addition, our marketing teams contact existing and potential
customers by telephone, mail, facsimile, and in person.
A list of our major electronics sensor customers for each of the prior
three fiscal years follows:
Percent of Sales - Year ended March 31,
--------------------------------------------------------------------------
Electronics Sensor 2002(1) 2003(1) 2004(1)
Customers
--------------------------------------------------------------------------
0% 0 14%
Sunbeam Products, Inc
5% 10% 6%
Salter Housewares Ltd
Kern & Sohn GmbH (Germany) 4% 4% 4%
Werner Dorsch GmbH & Co. (Germany) 4% 3% 2%
Media Markt und Saturn Verwaltungs GmbH 0% 0% 5%
--------------------------------------------------------------------------
A list of our major telecommunications customers for each of the prior
three fiscal years follows:
17
Percent of Sales - Year ended March 31,
----------------------------------------------------------------------------
Telecommunications 2002 2003 2004
Customer
----------------------------------------------------------------------------
Trisquare Communications (HK) 22% 14% 0%
Company Ltd.
TTI Tech Co., Ltd 4% 8% 25%
Global Link Corporation Ltd. 0% 5% 11%
----------------------------------------------------------------------------
Sales of our products to OEMs and ODM's accounted for approximately 65% of
our total net sales in the year ended March 31, 2002, 34% for the year ended
2003 and 70% for the year ended 2004. Korona contributed $15,459,585 of our
total net sales or 21% of total net sales for the year ended March 31, 2004.
Gram Precision contributed $ 6,340,999 of our total net sales or 9% of total net
sales for the year ended March 31, 2004.
Component Parts and Suppliers
We purchase over 1,000 different component parts from more than 100 major
suppliers and are not dependent upon any single supplier for key components. We
purchase components for our products primarily from suppliers in Japan, Taiwan,
South Korea, Hong Kong and the PRC.
The costs of component parts has recently increased because of an increase
in the price of oil that is used in the production of such components and what
management believes to be an increase in worldwide demand for electronic
components such as those used in the production of our products. Management has
taken steps to reduce our exposure to any inability to obtain components by
forecasting with an increased buffer rate and placing orders for components
earlier and allowing for longer delivery lead times. Because of these actions,
management does not expect to experience any difficulty in obtaining needed
component parts for our products.
Quality Control
We have received ISO 9001: 2000 certification from Det Norske Veritas
Certification B.V., the Netherlands. The ISO 9001: 2000 certification was
awarded to our subsidiary, Bonso Electronics Limited and to Bonso Electronics
Limited's subsidiary Bonso Electronics (Shenzhen) Company Limited, the
manufacturing plant. Further, we have received TL 9000 certification for our
telecommunications products.
ISO 9001 is one of the ISO 9000 series of quality system standards
developed by the International Organization for Standardization, a worldwide
federation of national standards bodies. ISO 9001 provides a model for quality
assurance (and continuous improvement) in product development, manufacturing,
installation and servicing that focuses on meeting customer requirements. The TL
9000 standard was developed by the Quality Excellence for Suppliers of
Telecommunications (QuEST) Leadership Forum. The TL 9000 certification process
was developed exclusively to address the quality of products and services
provided by suppliers to the telecommunications industry.
18
Patents, Licenses, Trademarks, Franchises, Concessions and Royalty
Agreements
We have obtained a trademark registration in Hong Kong and China for the
marks BONSO and MODUS in connection with certain electronic apparatus. Also, we
have acquired the trademark registration rights to the KORONA mark for 16
European countries and in the United States. Gram Precision has one patent for a
digital scale and fifteen trademarks.
We rely on a combination of patent, trademark and trade secret laws,
employee and third party non-disclosure agreements and other intellectual
property protection methods to protect our proprietary rights. There can be no
assurance that third parties will not assert infringement or other claims
against us with respect to any existing or future products. We cannot assure you
that licenses would be available if any of our technology was successfully
challenged by a third party, or if it became desirable to use any third-party
technology to enhance the Company's products. Litigation to protect our
proprietary information or to determine the validity of any third-party claims
could result in a significant expense to us and divert the efforts of our
technical and management personnel, whether or not such litigation is determined
in our favor.
While we have no knowledge that we are infringing upon the proprietary
rights of any third party, there can be no assurance that such claims will not
be asserted in the future with respect to existing or future products. Any such
assertion by a third party could require us to pay royalties, to participate in
costly litigation and defend licensees in any such suit pursuant to
indemnification agreements, or to refrain from selling an alleged infringing
product or service.
Product Research and Development/Competition
The major responsibility of the product design, research and development
personnel is to develop and produce designs to the satisfaction of and in
accordance with the specifications provided by the OEMs, OBMs and ODMs. We
believe our engineering and product development capabilities are important to
the future success of our business. As an ODM, we take specifications that are
provided to us by the customer and design a product to meet those
specifications. Some of our product design, research, and development activities
are customer funded and are under agreements with specific customers for
specific products. We have successfully lowered the costs for our research and
development team by moving most research and development activities to our
facility in China. We principally employ Chinese engineers and technicians at
costs that are substantially lower than that would be required in Hong Kong.
Both the electronic sensor-based and wireless products are highly
competitive. Competition is primarily based upon unit price, product quality,
reliability, product features and management's reputation for integrity.
Accordingly, reliance is placed on research and development of new products,
line extensions and technological, quality and other continuous product
improvement. There can be no assurance that we will enjoy the same degree of
19
success in these efforts in the future. Research and development expenses,
aggregated approximately $427,000 for 2002, $393,000 for 2003 and $740,000 for
2004.
Seasonality
Generally, the first calendar quarter of each year is typically the slowest
sales period because our manufacturing facilities in China are closed for two
weeks for the Chinese New Year holidays to permit employees to travel to their
homes in China. In addition, sales during the first calendar quarter of both
scales and telecommunications products usually dip following the increase in
sales during the Christmas season. A greater number of our sales of scales and
telecommunications products occur between the months of April and September for
shipment in the summer in preparation of the Christmas holiday. Throughout the
remainder of the year, our products do not appear to be subject to significant
seasonal variation. However, past sales patterns may not be indicative of future
performance. Throughout the remainder of the year, our products do not appear to
be subject to significant seasonal variation. The summer months are generally
the lowest sales point of the calendar year for Gram Precision and Korona;
however, sales of telecommunication products are generally higher in the summer
months off-setting Gram Precision's and Korona's decline in sales. However, the
sales patterns may not be indicative of future performance.
Employee incentive compensation is conditioned on the employee's return to
work following the Chinese New Year and is paid to employees following the
reopening of the factory after the holidays. We believe that this method has
resulted in lower employee turnover than might otherwise have occurred.
Transportation
Typically, we sell products either F.O.B. Hong Kong Hong Kong or Yantian
(Shenzhen), which means that our customers are responsible for the
transportation of finished products from Hong Kong or Yantian (Shenzhen) to
their final destination. Transportation of components and finished products to
and from Shenzhen is by truck. To date, we have not been materially affected by
any transportation problems. However, transportation difficulties affecting air
cargo or shipping, such as an extended closure of ports that materially disrupts
the flow of our customers' products into the United States, could materially and
adversely affect our sales and margins if, as a result, our customers delay or
cancel orders or seek concessions to offset expediting charges they incurred
pending resolution of the problems causing the port closures.
20
Government Regulation
We are subject to comprehensive and changing foreign, federal, state and
local environmental requirements, including those governing discharges to the
air and water, the handling and disposal of solid and hazardous waste, and the
remediation of contamination associated with releases of hazardous substances.
We believe that we are in compliance with current environmental requirements.
Nevertheless, we use hazardous substances in our operations and as is the case
with manufacturers in general, if a release of hazardous substances occurs on or
from our properties we may be held liable and may be required to pay the cost of
remediation. The amount of any resulting liability could be material.
Foreign Operations
A significant amount of our products are manufactured at our factory
located in China. While China has been granted permanent most favored nation
trade status in the United States through its entry into the World Trade
Organization, controversies between the United States and China may arise that
threaten the status quo involving trade between the United States and China.
These controversies could materially and adversely affect our business by, among
other things, causing our products in the United States to become more expensive
resulting in a reduction in the demand for our products by customers in the
United States.
Sovereignty over Hong Kong reverted to China on July 1, 1997. The 1984
Sino-British Joint Declaration, the 1990 Basic Law of Hong Kong, the 1992 United
States-Hong Kong Policy Act and other agreements provide some indication of the
business climate we believe will continue to exist in Hong Kong. Hong Kong
remains a Special Administrative Region ("SAR") of China, with certain
autonomies from the Chinese government. Hong Kong is a full member of the World
Trade Organization. It has separate customs territory from China, with separate
tariff rates and export control procedures. It has a separate intellectual
property registration system. The Hong Kong Dollar is legal tender in the SAR,
freely convertible and not subject to foreign currency exchange controls by
China. The SAR government has sole responsibility for tax policies, though the
Chinese government must approve the SAR's budgets. Notwithstanding the
provisions of these international agreements, we cannot be assured of the
continued stability of political, legal, economic or other conditions in Hong
Kong. No treaty exists between Hong Kong and the United States providing for the
reciprocal enforcement of foreign judgments. Accordingly, Hong Kong courts might
not enforce judgments predicated on the federal securities laws of the United
States, whether arising from actions brought in the United States or, if
permitted, in Hong Kong.
Organizational Structure.
We have one wholly-owned Hong Kong subsidiary - Bonso Electronics Limited
("BEL"). BEL was organized under the laws of Hong Kong and is responsible for
the design, development, manufacture and sale of our products.
BEL has one active Hong Kong subsidiary - Bonso Investment Limited ("BIL").
BIL was organized under the laws of Hong Kong and has been used to acquire and
hold our property investments in Hong Kong and China.
21
BEL also has one active PRC subsidiary - Bonso Electronics (Shenzhen)
Company Limited, which is organized under the laws of the PRC, and is used to
manufacture all of our products.
We also have another wholly-owned British Virgin Islands subsidiary - Modus
Enterprise International Inc., which owns 100% of Korona and 51% of Gram
Precision. Korona is engaged in marketing, distributing and retailing of
consumer bathroom and kitchen scale products throughout Europe. Gram Precision
is primarily engaged in the distribution and marketing of pocket scales in the
United States, Canada, and Europe.
Property, Plant and Equipment.
British Virgin Islands
Our offices are located at Cragmuir Chambers, Road Town, Tortola, British
Virgin Islands. Only corporate administrative matters are conducted at such
offices, through our registered agent, HWR Services Limited.
Hong Kong
We own approximately 5,000 square feet of office space located at Unit 1106
- 1110, 11/F, Star House, 3 Salisbury Road, Tsimshatsui, Kowloon, Hong Kong as
our principal executive office.
We own approximately 4,593 square feet on the 8th floor of the Universal
Industrial Centre, 23-25 Shan Mei Street, Fo Tan, Shatin, New Territories, Hong
Kong. This facility now is used exclusively as warehouse space.
We own a residential property in Hong Kong, which is located at Savanna
Garden, House No. 27, Tai Po, New Territories, Hong Kong. House No. 27 consists
of approximately 2,475 square feet plus a 177 square foot terrace and a 2,308
square foot garden area. The use of House No. 27 is provided to Mr. Anthony So
as part of his compensation. See Item 6 - "Directors, Senior Management and
Employees -- Compensation."
China
Our existing factory in China is located at Shenzhen in the DaYang
Synthetical Development District, close to the border between Hong Kong and
China. This factory consists of four factory buildings, which contain
approximately 300,000 square feet, four workers' dormitories, containing
approximately 200,000 square feet, a canteen and recreation center of
approximately 25,500 square feet, an office building, consisting of
approximately 25,500 square feet, and staff quarters for our supervisory
employees, consisting of approximately 35,000 square feet, for a total of
approximately 586,000 square feet. All of the facilities noted above are
wholly-owned, except two factory buildings and two workers' dormitories, however
we continue to pay a monthly management fee of $2,750 pursuant to a Contract on
the Use of Land and Supply of Workers with Shenzhen Baoan Fuan Industrial
Company.
22
We also own three residential properties described as follows:
(o) Lijingge Court, Unit F, 15th Floor, Hai Li Building, Shenzhen, China,
consisting of approximately 1,000 square feet.
(o) Lakeview Mansion, B-20C, Hujinju Building No. 63, Xinan Road, Boacheng
Baoan Shenzhen, China, consisting of approximately 1,591 square feet.
(o) Lakeview Mansion, B-11B, Hujinju Building No. 63, Xinan Road, Boacheng
Baoan Shenzhen, China, consisting of approximately 1,335 square feet.
The property for the Lakeview Mansion, B-11B is rented to an unaffiliated
third party for RMB3,500 per month (approximately $422). The Lakeview Mansion
property B-20C is utilized by directors when they require accommodations in
China. The Hai Li Building is vacant.
We also own two office units in Beijing, namely Units 12 and 13 on the 3rd
floor, Block A of Sunshine Plaza in Beijing, China. Unit 12 consists of 1,102
square feet and Unit 13 consists of 1,860 square feet. Both Units are rented to
unaffiliated third parties for an aggregate monthly rental of RMB 21,000, or
approximately $2,537.
Germany
Korona leases approximately 885 square meters of office space located at
Auf den Huttenberg 1-3, 35428 Langgons-Niederkleen, Germany. This facility is
used as Korona's principal executive offices and the monthly rent for this
facility is E 6,427.12.
Poland
Korona leases approximately 86 square meters of office space located at ul.
Podmiejska 18, 01-498 Warszawa. The facility is used as office space and the
monthly rent for this facility is E 533.
United States
Vector Distribution Systems Inc. leases approximately 7,000 square feet of
office and warehouse space located at located at 3515 Airway Drive, Suite 203,
Reno, Nevada 89511. This facility is used as warehouse and the annual rent for
this facility is $41,440.
Canada
Gram Precision, through an affiliated entity, owns approximately 5,028
square feet of office space located at 31-5155 Spectrum Way, Mississauga,
Ontario, L4W 5A1, Canada. This facility is used as Gram Precision's principal
executive offices and the monthly payment to the affiliated entity for this
facility is CDN 4,250 including Goods & Services Tax.
23
United Kingdom
Vector Europe Limited, a subsidiary of Gram Precision, leases 3,319 square
feet of office and warehouse space located at Swansea, Wales, United Kingdom.
The monthly rent for this facility is GBP 833.33.
Adequacy of Facilities
We believe the manufacturing complex, including the newly leased space,
will be adequate for our reasonably foreseeable needs.
Item 5. Operating and Financial Review and Prospects
The following discussion and analysis should be read in conjunction with
Item 3 - "Key Information - Selected Financial Data" and the Consolidated
Financial Statements and Notes to Consolidated Financial Statements attached
elsewhere in this Annual Report.
Financial information as of and for the fiscal years ended March 31, 2004
and 2003 reflects the impact of the acquisition of a majority interest in Gram
Precision and the acquisition of Korona. Financial information as of and for the
year ended March 31, 2002 reflects the impact of the acquisition of Korona
effected May 1, 2001 and therefore will not be comparable with the financial
information as of or for any past dates or periods and will not be indicative of
results of operations for future periods.
Overview
We derive our revenues principally from the sale of sensor-based and
wireless products manufactured in China, which represent 61% and 37% of total
sales for fiscal year ended March 31, 2004 respectively. In the fiscal year
ended March 31, 2002, net sales increased to approximately $53,303,000 and net
income increased to approximately $1,806,000. In the fiscal year ended March 31,
2003, net sales were $46,330,000 and net loss was $1,644,000. In the fiscal year
ended March 31, 2004, net sales were $74,707,000 and net income increased to
approximately $2,267,000.
Although labor costs are increasing in China, our labor costs continue to
represent a relatively small percentage of our total production costs. We
believe that increased labor costs in China will not have a significant effect
on our total production costs or results of operations, and that we will be able
to continue to increase our production at our manufacturing facility without
substantially increasing our non-production salaries and related costs. In
addition, we have not experienced significant difficulties in obtaining raw
materials for our products and management does not anticipate any such
difficulties in the foreseeable future.
Operating Results.
The following table sets forth selected income data as a percentage of net
sales for the periods indicated.
24
Year ended March 31,
--------------------------------
Income Statement Data 2002 2003 2004
---- ---- ----
Net sales 100.0% 100.0% 100%
-------------------------------------------------------------------------------------------
Cost of sales (75.4) (76.7) (77.0)
Gross margin 24.6 23.3 23.0
--------------------------------------------------------------------------------------------
Selling expenses (4.6) (5.3) (4.2)
Salaries and related costs (7.3) (9.8) (6.9)
Research and development expenses (0.8) (0.8) (1.0)
Administration and general expenses (6.4) (8.5) (7.6)
Amortization of brand name (0.4) (0.4) (0.3)
Income (loss) from operations 5.1 (1.7) 3.1
--------------------------------------------------------------------------------------------
Interest income 0.3 0.2 0.1
Interest expense (1.2) (1.1) (0.7)
Foreign exchange gains/(loss) (0.1) (0.2) 0.0
Other income 0.3 0.4 1.0
--------------------------------------------------------------------------------------------
Consultancy fee (0.7) (0.8) 0.0
------
Income (loss) before income taxes and minority interest 3.7 (3.3) 3.5
--------------------------------------------------------------------------------------------
Income tax expense (0.4) (0.1) (0.5)
---------------------------------------------------------------------------------------------
Minority interest 0 (0.2) 0.1
--------------------------------------------------------------------------------------------
Net income (loss) 3.4 (3.4) 3.1
=== ==== ===
Fiscal year ended March 31, 2004 compared to fiscal year ended March 31, 2003
Net Sales. Our sales increased 61.2% from $46,330,054 for the fiscal year
ended March 31, 2003, to $74,706,725 for the fiscal year ended March 31, 2004,
primarily as a result of strong demand from both our scales & telecommunications
products. Sales of our scales business increased from approximately $27,443,774
for the fiscal year ended March 31, 2003, to approximately $46,211,039 for the
fiscal year ended March 31, 2004, and sales for telecommunications products were
up from approximately $15,729,490 for the fiscal year ended March 31, 2003, to
approximately $27,450,322 for the fiscal year ended March 31, 2004. The
increased sales mainly came from both new customers, such as Sunbeam Products,
and previous customers, such as TTI Tech Co., Ltd., as indicated in the section
"Customers and Marketing".
Gross Margin. Gross margin declined slightly from 23.3% for the fiscal year
ended March 31, 2003, to 23.1% in the fiscal year ended March 31, 2004. The
decreased gross margin was primarily the result of decreases in the selling
price of both our scale and telecommunication products.
Selling Expenses. Total selling expenses increased approximately 26.5% from
$2,466,653 during the fiscal year ended March 31, 2003 to $3,121,900 during the
fiscal year ended March 31, 2004. This increase is primarily attributable to the
increased sales volume experienced during the year ended March 31, 2004 when
compared to the same period in the prior year. However, selling expense
decreased as a percentage of net sales from approximately 5.3% for the fiscal
year ended March 31, 2003, to approximately 4.2% for the fiscal year ended March
31, 2004 because of a tightened control in costs.
Salaries And Related Costs. Salaries and related costs increased by 12.8%
from $4,563,453 for the fiscal year ended March 31, 2003 to $5,150,345 for the
fiscal year ended March 31, 2004. This increase was primarily due to the
strength of the Euro and Canadian Dollar against the U.S. Dollar in translating
our overseas subsidiaries' expenses. Apart from foreign exchange effect, the
increase was also caused by the inclusion of an additional four months of Gram
Precision salaries, which was acquired by Bonso on August 1, 2002 (only 8 months
of Gram Precision's results was included in 2002-2003).
25
Research And Development. Research and development expenses increased
approximately 88.3% from $392,926 during the fiscal year ended March 31, 2003,
to $739,730 during the fiscal year ended March 31, 2004 due to increased
research and development activities for both telecommunications products and new
scale models. Salary of engineers composed the largest part of research and
development expense.
Administration And General Expenses. Administration and general expenses
increased by approximately 44.3% from $3,956,858 during the fiscal year ended
March 31, 2003 to $5,709,653 during the fiscal year ended March 31, 2004. This
increase was primarily the result of a provision of $1.2 million to account for
the accrued interst, attorney fees and expenses arising from the arbitration
with Augusta; the increase in foreign currency exchange rate of the Euro and
Canadian Dollar as compared the United States Dollar. During the fiscal year
ended March 31, 2004, the exchange rate of Euros and Canadian Dollars against
the United States Dollar increased approximately 12.1% and 12.8% respectively.
Additionally, an addition four months of administration cost was included for
Gram Precision for the fiscal year ended March 31, 2004.
Amortization Of Brand Name. During the fiscal years ended March 31, 2003
and 2004 we amortized $200,000 relating to the brand name acquired upon the
acquisition of Korona. The brand name is amortized using the straight line
method over the related estimated useful life of 15 years.
Income From Operations. As a result of the above changes, income from
operations increased by 396.2% from a loss of approximately $777,779 during the
fiscal year ended March 31, 2003 to income of $2,303,994 during the fiscal year
ended March 31, 2004.
Interest Income. Interest income decreased by approximately 32.9% from
$85,178 during the fiscal year ended March 31, 2003, to $57,169 during the
fiscal year ended March 31, 2004. The decrease was the result of lower interest
rates in Hong Kong.
Interest Expense. Interest expense decreased by approximately 6.2% from
$532,624 during the fiscal year ended March 31, 2003 to $499,512 during the
fiscal year ended March 31, 2004. This decrease was the result of lower interest
rates.
Foreign Exchange Losses/Gains. Foreign currency exchange rates produced a
gain of $15,081 during the fiscal year ended March 31, 2004, as compared to a
loss of $96,592 during the fiscal year ended March 31, 2003, an increased gain
of 115.6%. The gain was primarily the result of increased strength of the
Canadian Dollar against the United States Dollar
Other Income. Other income increased approximately 344% from $169,456
during the fiscal year ended March 31, 2003 to $752,310 during the fiscal year
ended March 31, 2004. The increase was primarily the result of sales of scrap
material and $80,000 compensation from a customer on excessive materials caused
by order cancellation. The scrap material consists primarily of the remnants of
steel plate and plastic after the production process.
Consultancy Fee. In 2000, we entered into an agreement with a third party
to provide consulting/advisory services relating to our capital structure and
fund-raising activities. The period of service was from July 2000 to January
2003. A total consultancy fee of $1,144,260 was capitalized in 2000 and was
26
amortized over the three years of the contract, resulting in a non-cash
consultancy fee of $381,420 for the fiscal year ended March 31, 2003, relating
to warrants that were issued to the consultant. There was no consultancy fee
during the fiscal year ended March 31, 2004.
Income Tax Expense. Income tax expense increased from $37,314 during the
fiscal year ended March 31, 2003 to $401,504 during the fiscal year ended March
31, 2004, representing 0.08% and 0.5% of net sales respectively. This increase
was primarily the result of the increase in our net profit tax for the fiscal
year ended March 31 2004.
Net Income. As a result of the above changes, net income during the fiscal
year ended March 31, 2004 was $2,268,610, compared to a net loss of $1,643,734
during the fiscal year ended March 31, 2003, an increase of $3,912,344 or
approximately 238%.
Fiscal year ended March 31, 2003 compared to fiscal year ended March 31, 2002
Net Sales. Our sales decreased 13% from approximately $53,303,101 for the
fiscal year ended March 31, 2002, to approximately $46,330,054 for the fiscal
year ended March 31, 2003, primarily as a result of the poor performance of one
of our subsidiaries, Korona, and the decrease in sales of both our scales and
telecommunications products due to the poor worldwide economy. Gram Precision
had $4,275,499 in sales consolidated since August 1, 2002 representing 9% of
total sales of the group, and Korona had $13,112,156 in sales for the year
representing 28% of total sales for the group for the year ended March 31, 2003.
Korona had $16,039,000 in sales consolidated since May 1, 2001 representing 30%
of total sales of the group for the year ended March 31, 2002.
Gross Margin. Gross margin declined slightly from 24.6% for the fiscal year
ended March 31, 2002, as compared with 23.3% in the current fiscal year. This is
mainly caused by the decrease in selling price of both our scales and
telecommunications products.
Selling Expenses. Total selling expenses declined only slightly; however,
these expenses increased as a percentage of total sales from 4.7% to 5.3%. This
increase was attributable primarily to $302,153 in selling expenses from the
acquisition and consolidation of Gram Precision in 2003.
Salaries And Related Costs. Salaries and related costs increased by 17.6%
from approximately $3,880,274 for the fiscal year ended March 31, 2002 to
approximately $4,563,453 for the fiscal year ended March 31, 2003. This increase
was primarily due to the inclusion of a full year of Korona salaries of
$1,421,174 versus $1,287,000, in 2002 and the inclusion of eight months of
salaries from Gram Precision of $495,648.
Research And Development. Research and development expenses decreased
slightly from $426,364 for the fiscal year ended March 31, 2002, to $392,926 for
the fiscal year ended March 31, 2003 due to less cost, such as testing fees,
involved in the research and development of both our scales and
telecommunication projects.
Administration And General Expenses. Administration and general expenses
increased by 16% from approximately $3,411,336 for the fiscal year ended March
27
31, 2002 to approximately $3,956,858 for the fiscal year ended March 31, 2003.
This increase was primarily due to the inclusion of $394,950 from Gram
Precision's general and administrative expenses.
Amortization Of Brand Name. We amortized approximately $200,000 and
$202,000 relating to the brand name acquired upon the acquisition of Korona
during the fiscal year ended March 31, 2003 and March 31, 2002, respectively.
The brand name is amortized using the straight line method over the related
estimated useful life of 15 years.
Income From Operations. As a result of the above changes, income from
operations declined by 128.7% from approximately $2,713,992 for the fiscal year
ended March 31, 2002 to a loss of $777,779 for the fiscal year ended March 31,
2003.
Interest Income. Interest income decreased by 48.9% from approximately
$166,723 in the fiscal year ended March 31, 2002, to approximately $85,178 for
the fiscal year ended March 31, 2003. This decrease was primarily the result of
the reduction of interest rates in Hong Kong.
Interest Expense. Interest expense declined 17.4% from approximately
$645,045 for the fiscal year ended March 31, 2002 to approximately $532,624 for
the fiscal year ended March 31, 2003. This decrease was primarily the result of
lower interest rates.
Foreign Exchange Losses/Gains. Foreign exchange rates produced a loss of
approximately $96,592 for the fiscal year ended March 31, 2003, as compared to a
loss of $39,954 for the fiscal year ended March 31, 2002, an increased loss of
141.7%. The loss was primarily attributable to translating U.S. Dollars to H.K.
Dollars, RMB, EURO or Canadian Dollars for the purchase of raw materials and
payments of salaries and wages .
Other Income. Other income fell slightly from $181,272 for the fiscal year
ended March 31, 2002 to $169,456 for the fiscal year ended March 31, 2003. This
decrease primarily resulted from the production of less scrap material. The
scrap we sell consists primarily of the remains of steel plate and plastics
after the production process.
Consultancy Fee. We entered into an agreement with a third party to provide
consulting/advisory services relating to our capital structure and fund-raising
activities. The period of service was from July 2000 to January 2003. A total
consultancy fee of $1,144,260 was capitalized in 2000 and was amortized over
three years of the contract, resulting in a non-cash consultancy fee of $381,420
for the fiscal years ended March 31, 2003 and 2002, relating to warrants that
were issued to the consultant.
Income Tax Expense. Income tax expense decreased from approximately
$189,962 for the fiscal year ended March 31, 2002 to $37,314 for the fiscal year
ended March 31, 2003, representing 0.36% and 0.08% of net sales respectively.
This decrease was primarily attributed to the benefit arising from the net loss
during this fiscal year of $245,405, offset by an increase in the deferred tax
asset valuation allowance of $153,496. The increase in the valuation allowance
is due to the portion of the increased net operating losses that more likely
than not may not be realized through future taxable earnings of one of our
subsidiaries.
28
Net Loss. As a result of the above changes, we incurred a net loss of
$1,643,734 for the fiscal year ended March 31, 2003, compared to net income of
$1,805,606 for the fiscal year ended March 31, 2002, a decrease of approximately
$3,449,340, or 191%.
Fiscal year ended March 31, 2002 compared to fiscal year ended March 31, 2001
Net Sales. Our sales increased 80% from approximately $29,567,000 for the
fiscal year ended March 31, 2001, to approximately $53,303,000 for the fiscal
year ended March 31, 2002, primarily as a result of the contribution from our
newly acquired subsidiary Korona and more sales of telecommunications products.
Korona had $16,039,000 in sales consolidated since May 1, 2001 representing 30%
of total sales of the group. Another source of contribution was originated from
additional telecommunications products sales of $9,016,000 as a result of
increased marketing efforts.
Gross Margin. Gross margin remained fairly stable at 24.6% for the fiscal
year ended March 31, 2002, as compared with 24.2% in the prior year. The gain
from higher gross margin of Korona products is offset by the loss from lower
gross margin of telecom products.
Selling Expenses. Selling expenses increased by 548% from approximately
$382,000 for the fiscal year ended March 31, 2001 to approximately $2,476,000
for the fiscal year ended March 31, 2002. This increase was attributable
primarily to the addition of Korona's selling expenses such as sales commissions
and advertising, which amounted to approximately $1,904,000 during the year.
Salaries And Related Costs. Salaries and related costs increased by 66%
from approximately $2,334,000 for the fiscal year ended March 31, 2001 to
approximately $3,880,000 for the fiscal year ended March 31, 2002. This increase
was primarily due to the inclusion of Korona's salaries of $1,287,000, which
constituted 55% of the increase. Further, there was an increase of three people
in the production management team.
Research And Development. Research and development expenses increased 43%
from approximately $298,000 for the fiscal year ended March 31, 2001 to
approximately $427,000 for the fiscal year ended March 31, 2002 due to the
increased research and development activities for telecommunications products.
Administration And General Expenses. Administration and general expenses
increased by 41% from approximately $2,411,000 for the fiscal year ended March
31, 2001 to approximately $3,411,000 for the fiscal year ended March 31, 2002.
This increase was primarily due to inclusion of Korona's general and
administrative expenses. Further, there was an increase in the allowance for
doubtful trade receivables provision of approximately $221,000 in the fiscal
year ended March 31, 2002, compared to a nil provision in the fiscal year ended
March 31, 2001.
Amortization Of Brand Name. We amortized approximately $203,000 relating to
the brand name acquired upon the acquisition of Korona during the fiscal year
ended March 31, 2002. The brand name is amortized using the straight line method
over the related estimated useful life of 15 years.
29
Income From Operations. As a result of the above changes, income from
operations increased by 56% from approximately $1,742,000 for the fiscal year
ended March 31, 2001 to $2,714,000 for the fiscal year ended March 31, 2002.
Interest Income. Interest income decreased by 95% from approximately
$458,000 in the fiscal year ended March 31, 2001, to approximately $167,000 for
the fiscal year ended March 31, 2002. This decrease was primarily the result of
a reduction of cash balances with our banks and the reduction of interest rates
in Hong Kong.
Interest Expenses. Interest expenses increased 91% from approximately
$338,000 for the fiscal year ended March 31, 2001 to approximately $645,000 for
the fiscal year ended March 31, 2002. This increase was primarily the result of
increased borrowings by Korona (i.e., short term loan and overdraft of
approximately $2,847,000 at March 31, 2002). These borrowings incurred an
interest expense of approximately $241,000 representing 79% of the increase.
Foreign Exchange Losses/Gains. Foreign exchange rates produced a gain of
approximately $43,000 for the fiscal year ended March 31, 2001 and a loss of
approximately $40,000 for the fiscal year ended March 31, 2002. The loss was
primarily attributable to the increased strength of the RMB in the People's
Republic of China against the U.S. Dollar, which arose when translating U.S
Dollars or H.K. Dollars to RMB for the purchase of raw materials and payments of
salaries and wages in the People's Republic of China.
Other Income. Other income increased 59% from approximately $205,000 for
the fiscal year ended March 31, 2001 to approximately $181,000 for the fiscal
year ended March 31, 2002. This increase was primarily a result of increased
scrap sales. The increase of scrap sales was mainly due to the increase in
production volume as the scrap mainly represented the remains of steel plate and
plastics after the production process.
Consultancy Fee. We entered into an agreement with a third party to provide
consulting/advisory services relating to our capital structure and fund-raising
activities. The period of service is from July 2000 to January 2003. A total
consultancy fee of $1,144,260 was capitalized in 2000 and is being amortized
over three years of the contract, resulting in a non-cash consultancy fee of
approximately $381,000 for the fiscal year ended March 31, 2002, relating to
warrants that were issued to the consultant.
Income Tax Expense. Income tax expense increased from approximately
$125,000 for the fiscal year ended March 31, 2001 to $190,000 for the fiscal
year ended March 31, 2002, representing 7% and 10% of net income respectively.
This increase was primarily attributed to an under provision of income tax for
fiscal year ended March 31, 2001 of approximately $19,000 charged in the fiscal
year ended March 31, 2002.
Net Income. As a result of the above changes, net income increased from
approximately $1,604,000 for the fiscal year ended March 31, 2001 to t$1,806,000
for the fiscal year ended March 31, 2002, an increase of approximately $202,000,
or 13%.
30
Impact of Inflation
We believe that inflation has not had a material affect on our business
during the fiscal year ended March 31, 2004. During the financial year ended
March 31, 2002, Hong Kong experienced a period of deflation and Germany
sustained a low inflation rate. We have generally been able to modify and
improve our product designs so that we could either increase the prices of our
products or lower the production cost in order to keep pace with inflation.
Although our costs of components used in the manufacture of our products have
been relatively stable, we believe that any possible significant increase in
material costs would affect the entire electronics industry. Thus, it would not
have a negative material impact on our competitive position in the industry. We
believe any increases in labor costs will not materially impact our operations
because of the lower labor costs of operating in China.
Taxation
Under current British Virgin Islands law, we are not subject to tax on our
income. The basic corporate tax rate for Foreign Investment Enterprises in
China, is currently 33% (30% state tax and 3% local tax). However, because we
are located in Shenzhen and are involved in production operations, they qualify
for a special reduced state tax rate of 15%. In addition, the local tax
authorities in the regions in which our subsidiaries operate in Shenzhen are not
currently assessing any local tax.
Most of our subsidiaries' profits accrue in Hong Kong, Canada and Germany
where the corporate tax rates are currently 17.5%, 38% and 26.375%,
respectively. However, as Korona is a partnership, it is only subject to a local
statutory tax rate in Germany of 14.17%. There is no tax payable in Hong Kong on
offshore profit or on dividends paid to Bonso Electronics Limited by its
subsidiaries or to us by Bonso Electronics Limited. Therefore, our overall
effective tax rate may be lower than that of most United States corporations;
however, this advantage could be materially and adversely affected by changes in
the tax laws of the British Virgin Islands, Germany, Hong Kong or China.
Efforts by the Chinese government to increase tax revenues could result in
decisions or interpretations of the tax laws by the Chinese tax authorities that
are unfavorable to us and which increase our future tax liabilities, or deny us
expected refunds. Changes in Chinese tax laws or their interpretation or
application may subject us to additional Chinese taxation in the future.
No reciprocal tax treaty regarding withholding taxes exists between the
United States and the British Virgin Islands. Under current British Virgin
Islands law, dividends, interest or royalties paid by us to individuals are not
subject to tax as long as the recipient is not a resident of the British Virgin
Islands. If we were to pay a dividend, we would not be liable to withhold any
tax, but shareholders would receive gross dividends, if any, irrespective of
their residential or national status.
Dividends, if any, paid to any United States resident or citizen
shareholder are treated as dividend income for United States federal income tax
purposes. Such dividends are not eligible for the 70% dividends-received
deduction allowed to United States corporations on dividends from a domestic
corporation under Section 243 of the United States Internal Revenue Code of 1986
(the "Internal Revenue Code"). Various Internal Revenue Code provisions impose
31
special taxes in certain circumstances on non-United States corporations and
their shareholders. You are urged to consult your tax advisor with regard to
such possibilities and your own tax situation.
In addition to United States federal income taxation, shareholders may be
subject to state and local taxes upon their receipt of dividends.
Foreign Currency Exchange Rates
We sell most of our products to international customers. Our principal
export markets are North America (mainly the United States), Europe (mainly
Germany) and Asia. Other markets are other European countries (such as the
United Kingdom), Australia and Africa. Sales to international customers are made
directly by us to our customers. We sell all of our products in United States
Dollars and pay for our material components principally in United States Dollars
and Hong Kong Dollars. A very small portion of the components used are paid for
in Japanese Yen. Most factory expenses incurred are paid in Chinese Renminbi.
Because the Hong Kong Dollar is pegged to the United States Dollar, in the past
our only material foreign exchange risk previously arose from potential
fluctuations in the Chinese Renminbi; however, the Chinese Renminbi was very
stable in the past fiscal year and management believes that it is unlikely that
there will be material fluctuation in the coming year.
Gram Precision principally pays for its products in United States Dollars
and Canadian dollars and sells its products in Canadian, United States Dollars,
and United Kingdom Pound Sterling. Korona primarily pays for its products in
United States Dollars and Euros and sells its products in Euros. As a result of
our increased use of foreign currencies resulting from our acquisitions of Gram
Precision and Korona, we experience greater foreign exchange risk than we have
in the past; However, during the fiscal year ended March 31, 2004, we
experienced a foreign currency gain of $19,036. We don't currently engage in
hedging transactions, however we may undertake hedging activities in the future.
A summary of our debts as at March 31, 2004 which were subjected to foreign
currency risk is as below:
Currencies: March 31, 2004
----------- --------------
Euro $4,599,651
Hong Kong Dollars $1,496,533
Japanese Yen $38,578
United States Dollars $2,040,655
Canadian Dollars $533,917
-----------
$8,709,334
-----------
32
All the balances above, except $613,209, are due within one year.
Fluctuations in the value of the Hong Kong Dollar have not been significant
since October 17, 1983, when the Hong Kong government tied the value of the Hong
Kong Dollar to that of the United States Dollar. However, there can be no
assurance that the value of the Hong Kong Dollar will continue to be tied to
that of the United States Dollar. China adopted a floating currency system on
January 1, 1994, unifying the market and official rates of foreign exchange.
China approved current account convertibility of the Chinese Renminbi on July 1,
1996, followed by formal acceptance of the International Monetary Fund's
Articles of Agreement on December 1, 1996. These regulations eliminated the
requirement for prior government approval to buy foreign exchange for ordinary
trade transactions, though approval is still required to repatriate equity or
debt, including interest thereon. There can be no assurance that these
currencies will remain stable or will fluctuate to our benefit.
To manage our exposure to foreign currency and translation risks, we may
purchase currency exchange forward contracts, currency options, or other
derivative instruments, provided such instruments may be obtained at suitable
prices. Management intends to take corrective action in an effort to attempt to
minimize any negative impact foreign currency fluctuations may have upon us.
However, to date we have not done so. If we are unsuccessful in hedging against
currency fluctuations, it may have a material adverse effect on us.
Liquidity and Capital Resources.
We have financed our growth and cash needs to date primarily from
internally generated funds and bank debt. We do not use off-balance sheet
financing arrangements, such as securitization of receivables or obtaining
access to assets through special purpose entities, as sources of liquidity. Our
primary uses of cash have been to fund expansions and upgrades of our
manufacturing facilities, to make strategic acquisitions and to fund increases
in inventory and accounts receivable resulting from increased sales.
We believe that our cash flows from operations, our current cash balance
and funds available under our working capital and credit facilities will be
sufficient to meet our working capital needs and planned capital expenditures
for the next 12 months. However, a decrease in the demand for our products may
affect our internally generated funds, and we would further look to our banking
facilities to meet our working capital demands.
A Final Award has been issued in favor of Augusta in the arbitration with
Augusta. Under the terms of the Final Award, we are required to pay Augusta an
aggregate of $2,382,704, including: (i) monetary damages in the amount of
$1,802,029.07 (including principal and interest), (ii) costs arising out of the
arbitration in the amount of (euro)418,956.42 (approximately $504,675 based upon
the noon buying rate in New York City for cable transfers as certified for
customs purposes by the Federal Reserve Bank of New York on July 28, 2004 of
1.2046 dollars per Euro); and (iii) $76,000 in reimbursement of the fees and
expenses of the Tribunal. Management is currently evaluating the response it
intends to make to the Final Award. A provision of $1,200,000 was made in the
Consolidated Financial Statements of Income (Loss) and Comprehensive Income and
(Loss) for the year ended March 31, 2004 to account for the accrued interest,
attorney fees and expenses arising from the arbitration. For additional
information on the Augusta arbitration. See "Legal Proceedings."
33
The following tables set forth information with respect to our
commitments as of March 31, 2004.
Commitments
--------------------------------------------------------------------------------------------------------
Payments due by Period
--------------------------------------------------------------------------------------------------------
Within 1 Within 1 to Within 3 to More than 5
Total year 3 years 5 years years
--------------------------------------------------------------------------------------------------------
Letters of credit 3,340,044 3,340,044 0 0 0
Short-term loans 4,599,652 4,599,652 0 0 0
Long-term loans 857,737 244,528 310,538 66,650 236,021
Operating Leases 1,646,660 521,819 697,531 199,969 227,341
Capital Leases 978,741 433,869 544,872 0 0
Acquisitions of
Plant & Machineries 143,404 143,404 0 0 0
Total 11,566,238 9,283,316 1,552,941 266,619 463,362
--------------------------------------------------------------------------------------------------------
As of March 31, 2004 we had in place general banking facilities with 10
financial institutions with amounts available aggregating $28,639,502. Such
facilities include the ability to obtain overdrafts, letters of credit,
short-term notes payable, short-term loans and long-term loans. As of March 31,
2004, we had utilized $8,709,334 from these general banking facilities. Interest
on this indebtedness fluctuates with the prime rate and HIBOR as set by the Hong
Kong Bankers Association. The bank credit facilities are collateralized by
certain of our bank deposits, real property located at Savanna Garden in Tai Po,
the warehouse space in Fo Tan, office space in Tsimshatsui, and bank guarantees.
Our bank credit facilities are due for renewal annually. We anticipate that the
banking facilities will be renewed on substantially the same terms and our
utilization in the next year will remain at a similar level as that in the
current year. Excluding the current portion of long-term debt and capital lease
obligations, the amounts of total short-term bank borrowings outstanding as of
March 31, 2004 and 2003 were $8,000,275 and $9,763,369, respectively. During the
fiscal year ended March 31, 2004 and 2003, we paid a total of $499,512 and
$532,624, respectively, in interest on indebtedness.
Operating activities provided $7,182,821 of net cash for the fiscal year
ended March 31, 2004 compared to $1,708,044 of net cash for the fiscal year
ended March 31, 2003. This decrease in the use of cash can be primarily
attributed to cash generated from our normal operation. Our investing activities
included the purchase of fixed assets for the year ended March 31, 2004 of
$2,543,734 compared to the purchase of fixed assets in the prior year of
$1,912,056, or an increase of $631,678, due to the expansion of the
manufacturing facilities.
As of March 31, 2004, we had $10,815,279 in cash and cash equivalents as
compared to $3,633,528 as of March 31, 2003. Working capital at March 31, 2004,
was $12,900,000 compared to $9,777,000 at March 31, 2003. There are no other
34
material unused sources of liquid assets. We believe there are no material
restrictions (including foreign exchange controls) on the ability of our
subsidiaries to transfer funds to us in the form of cash dividends, loans,
advances or product/material purchases. We do not anticipate incurring any
significant capital expenditures during this fiscal year. We believe our working
capital is sufficient for our present requirements.
Our current ratio (current assets divided by current liabilities) increased
from 1.53 as of March 31, 2003 to 1.64 as of March 31, 2004. Our quick ratio
(cash and cash equivalents, restricted cash deposits and receivables divided by
current liabilities) increased from 0.84 as of March 31, 2003 to 1.10 as of
March 31, 2004.
Critical Accounting Policies
The methods, estimates and judgments we use in applying our most critical
accounting policies have a significant impact on the results we report in our
financial statements. The SEC has defined the most critical accounting policies
as the ones that are most important to the portrayal of our financial condition
and results, and require us to make our most difficult and subjective judgments,
often as a result of the need to make estimates of matters that are inherently
uncertain. Based on this definition, our most critical policies include
inventories, impairment, brand name, trade receivables, and deferred income
taxes.
Below, we discuss these policies further, as well as the estimates and
judgments involved. We also have other key accounting policies, such as revenue
recognition. We believe that these other policies either do not generally
require us to make estimates and judgments that are as difficult or as
subjective, or it is less likely that they would have a material impact on our
reported results of operations for a given period. See discussion of all our
significant accounting policies in footnote 1 to the Consolidated Financial
Statements included elsewhere in this Annual Report.
Principles of Consolidation
The consolidated financial statements include the accounts of the Company
and its subsidiaries (hereinafter collectively referred to as the "Group"). All
significant intercompany accounts and transactions are eliminated in
consolidation.
The companies acquired during the financial period have been consolidated
from the date on which control of the net assets and operations was transferred
to the Group.
Acquisitions of companies are accounted for using the purchase method of
accounting. Goodwill represents the excess of the purchase cost over the fair
value of assets less liabilities of acquired companies.
During the financial year ending March 31, 2003, the Group adopted
Statement of Financial Accounting Standard ("SFAS") No. 142 "Goodwill and Other
Intangible Assets," which requires discontinuance of goodwill amortization and
an annual impairment review. Where an indication of impairment exists, the
carrying amount of goodwill is assessed and written down to its recoverable
amount.
35
Inventories
Inventories are stated at the lower of cost or net realizable value with
cost determined on a first-in, first-out basis. Net realizable value is the
price at which inventories can be sold in the normal course of business after
allowing for the costs of completion and disposal. Inventories are reduced by
the write-off of obsolete and slow moving parts, which are determined based on
management's assessment of their current status.
This provision requires judgment regarding the marketability of certain
inventories as certain inventories may be identified as in good condition that
are subsequently obsolete and which could result in a subsequent write-off of
the related inventories to the statement of operations. Any change in the
marketability of inventories that were not previously provided for could
significantly change the calculation of reserves and the results of our
operations.
Revenue recognition
No revenue is recognized unless there is persuasive evidence of an
arrangement, the price to the buyer is fixed or determinable, delivery has
occurred and collectibility of the sales price is reasonably assured. Revenue is
recognized when title and risk of loss transfers to the customer, which is
generally when the product is shipped to the customer from our facility.
Shipping costs billed to our customers are included within revenue. Associated
costs are classified in cost of goods sold.
In addition, the products sold by the company are subject to a limited product
quality warranty. The company accrues for estimated incurred but unidentified
quality issues based upon historical activity and known quality issues if a loss
is probable and can be reasonably estimated. The standard limited warranty
period is one to three years. Quality returns are accounted for as a reduction
of revenue. Historically, we have not experienced material differences between
our estimated sales reserves and actual results.
Long-Lived Assets Including Goodwill and Other Acquired Intangible Assets
Long-lived assets held and used by the Group and intangible assets, excluding
goodwill, are reviewed for impairment whenever events or changes in
circumstances indicate that the carrying amount of such assets may not be
recoverable. The Group evaluates recoverability of assets to be held and used by
comparing the carrying amount of an asset to future net undiscounted cash flows
to be generated by the asset. If such assets are considered to be impaired, the
impairment loss is measured by the amount by which the carrying amount of the
assets exceeds the fair value of the assets calculated using a discounted future
cash flows analysis. For the year ended March 31, 2004, the Group made a
provision for impairment of approximately $161,000, included in administration
and general expenses, on leasehold land and buildings due to the decline in
market value.
Goodwill is subject to an annual impairment review. The evaluation of goodwill
for impairment involves two steps: (1) the identification of potential
impairment by comparing the fair value of a reporting unit with its carrying
amount, including goodwill and (2) the measurement of the amount of goodwill
loss by comparing the implied fair value of the reporting unit goodwill with the
carrying amount of that goodwill and recognizing a loss by the excess of the
latter over the former.
36
Brand Name
Brand name acquired as part of the purchase of a business is capitalized
based on the estimated fair value as at the date of acquisition and amortized
using the straight-line method over the related estimated useful life of 15
years.
Expected useful lives are reviewed at each balance sheet date and, where
these differ significantly from previous estimates, amortization periods are
changed accordingly. Where an indication of impairment exists, such as the down
turn of economic inflow from the brand name, changes in business plan and so on,
the carrying amounts of brand name is assessed and written down to their
recoverable amounts. The measurement of the fair value of brand name is subject
to management's assumptions regarding future estimated cash flows, discount
rates, etc. Changes in these assumptions could significantly affect the
recording of an impairment charge related to this asset.
Trade Receivables
Provision is made against trade receivables to the extent that collection
is considered to be doubtful. This provision requires judgment regarding the
collectibility of certain receivables as certain receivables may be identified
as collectible that are subsequently uncollectible and which could result in a
subsequent write-off of the related receivable to the statement of operations.
Any change in the collectibility of accounts receivable that were not previously
provided for could significantly change the calculation of such provision and
the results of our operations.
Deferred Income Taxes
Amounts in the consolidated financial statements related to income taxes
are calculated using the principles of SFAS No. 109, "Accounting for Income
Taxes". SFAS No. 109 requires recognition of deferred tax assets and liabilities
for the expected future tax consequences of events that have been included in
the financial statements or tax returns. Under this method, deferred tax assets
and liabilities are determined based on the temporary differences between the
financial reporting basis and tax basis of assets and liabilities using enacted
tax rates in effect for the year in which the differences are expected to
reverse. As part of this process we are required to estimate our income taxes
and tax bases of assets and liabilities in each of the jurisdictions in which we
operate. This process involves us estimating our current tax exposure together
with assessing temporary differences resulting from differing treatment of items
for tax and accounting purposes. We must then assess the likelihood of the
recoverability of future tax benefits, such as net operating loss carry
forwards, based on estimated future taxable income and recognize such benefits
to the extent that realization is more likely than not to occur. To the extent
37
we establish a valuation allowance or increase this allowance in a period, we
must include an expense within the tax provision in the statement of operations.
Any change in the recoverability of the deferred tax assets could significantly
affect the results of our operations or cash flows.
Research and Development, Patents and Licenses, etc.
We believe that our engineering and product development capabilities are
important to the future success of our business. We have successfully lowered
the costs of our research and development team by moving most research and
development activities to our facility in China and principally employing
Chinese engineers and technicians at costs that are substantially lower than
that would be required in Hong Kong.
At March 31, 2004, we employed 6 individuals in Hong Kong (3 for 2003) and
50 individuals (43 for 2003) in China as our engineering staff, who are at
various times engaged in research and development. The major responsibility of
the product design and research and development personnel is to develop and
produce designs of scales products to the satisfaction of and in accordance with
the specifications provided by the ODMs and OEMs. We anticipate hiring
additional research and development personnel to meet the increased demand for
scales products.
During the fiscal year ended March 31, 2004, we spent approximately
$734,000 on research and development as opposed to $393,000 for the fiscal year
ended March 31, 2003, and approximately $427,000 during the fiscal year ended
March 31, 2002.
Trend Information.
During the past three years we have expanded into the telecommunications
sector and are manufacturing cordless telephones and family radios
(walkie-talkies). Significant expenditures were made to acquire additional
production facilities and equipment to support our expansion into the
telecommunications market. Although we are optimistic about our future in the
manufacture and sale of telecommunications products, we are dependent upon a
limited number of customers, and the loss of any of these customers could have a
material adverse effect upon us. At May 31, 2004, our backlog of manufacturing
orders was $11,782,520 compared to $10,760,341 at March 31, 2003 We believe that
sales from telecommunications products and scales will be equal in the fiscal
year ended March 31, 2005.
Off-Balance Sheet Arrangements
We do not have any off-balance sheet arrangements that have or are
reasonably likely to have a current or future effect on our financial condition,
changes in financial condition, revenues or expenses, results of operations,
liquidity, capital expenditures or capital resources that are material to
investors.
38
Recent Accounting Pronouncements
In May 2003, the Financial Accountins Standards Board ("FASB") issued SFAS
No.150, "Accounting for Certain Financial Instruments with Characteristics of
both Liabilities and Equity". This statement establishes standards for how an
issuer classifies and measures in its statement of financial position certain
financial instruments with characteristics of both liabilities and equity. In
accordance with the standard, financial instruments that embody obligations for
the issuer are required to be classified as liabilities. SFAS No. 150 is
effective for financial instruments entered into or modified after May 31, 2003,
and otherwise is effective at the beginning of the first interim period
beginning after June 15, 2003. The adoption of this standard did not have a
material impact on our financial statements.
In January 2003, the FASB issued Interpretation No. 46, "Consolidation of
Variable Interest Entities ("VIEs")" ("FIN No. 46"). The primary objective of
FIN No. 46 is to provide guidance on the identification of, and financial
reporting for, entities over which control is achieved through means other than
voting rights; such entities are known as VIEs. FIN No. 46 requires VIEs to be
consolidated by the primary beneficiary of the VIEs and expands disclosure
requirements for both VIEs that are consolidated as well as those within which
an enterprise holds a significant variable interest. FIN No. 46 also explains
how to identify VIEs and how an enterprise should assess its interest in an
entity when deciding whether or not it will consolidate that entity.
The provisions of FIN No. 46 were applicable to variable interests in VIEs
created after January 31, 2003. Variable interests in VIEs created before
February 1, 2003, were originally subject to the provisions of FIN No. 46 no
later than July 1, 2003. In October 2003, the FASB issued guidance that provided
for a deferral of the effective date of applying FIN No. 46 to entities created
before February 1, 2003, to no later than December 31, 2003. In addition, the
deferral permitted a company to apply FIN No. 46 as of July 1, 2003, to some or
all of the VIEs in which it held an interest, and the rest on December 31, 2003.
In December 2003, the FASB issued a revision to FIN No. 46 ("FIN No. 46R"),
which clarifies and interprets certain of the provisions of FIN No. 46 without
changing the basic accounting model in FIN No. 46. As a Foreign Private Issuer,
the Company must apply the provisions of FIN No. 46R to those entities
considered special purpose entities on January 1, 2004, and to other entities no
later than December 31, 2004. The Company does not expect the adoption of the
standard to have a material impact on the Company's financial position or
results of operations.
In December 2003, the FASB issued Statement of Financial Accounting
Standards No. 132 (revised 2003) ("SFAS No. 132 (revised 2003)"), Employers'
Disclosures about Pensions and Other Postretirement Benefits - an amendment of
FASB Statement No. 87, 88, and 106 which revises employers' disclosures about
pension plans and other postretirement benefits. It does not change the
measurement or recognition of those plans required by SFAS No. 87, Employers'
Accounting for Pensions, SFAS No. 88, Employers' Accounting for Settlements and
Curtailments of Defined Benefit Pension Plans and for Termination Benefits, and
SFAS No. 106, Employers' Accounting for Postretirement Benefits Other Than
Pensions. This statement retains the disclosure requirements contained in SFAS
No. 132, Employers' Disclosures about Pensions and Other Postretirement
Benefits, which it replaces. It requires additional disclosures to those in the
original SFAS No. 132 about the assets, obligations, cash flows, investment
strategy, and net periodic benefit cost of defined benefit pension plans and
other defined benefit postretirement plans. The required information should be
provided separately for pension plans and for other postretirement benefit
plans. This Statement is effective for financial statements periods ending after
December 15, 2003. The adoption of this statement did not have a material impact
on the Company's consolidated financial statements.
In December 2003, the Securities and Exchange Commission issued SAB No.
104, "Revenue Recognition". SAB No. 104 supersedes SAB No. 101, "Revenue
Recognition in Financial Statements". SAB No. 104's primary purpose is to
rescind accounting guidance contained in SAB No. 101 related to multiple element
revenue arrangements, superseded as a result of the issuance of Emerging Issues
Task Force Issue No. 00-21, "Accounting for Revenue Arrangements with Multiple
Deliverables" ("EITF 00-21"). Additionally, SAB No. 104 rescinds the Securities
and Exchange Commission's Revenue Recognition in Financial Statements Frequently
Asked Questions and Answers ("the FAQ") issued with SAB No. 101 that had been
codified in Securities and Exchange Commission Topic 13, Revenue Recognition.
Selected portions of the FAQ have been incorporated into SAB No. 104. While the
wording of SAB No. 104 has changed to reflect the issuance of EITF 00-21, the
revenue recognition principles of SAB No. 101 remain largely unchanged by the
issuance of SAB No. 104. As a result, the adoption of this pronouncement did not
have any impact on the Company's consolidated financial statements.
Item 6. Directors, Senior Management and Employees
Directors and Senior Management.
Our board of directors and executive officers are listed below:
Name Age Position with Bonso
---- --- -------------------
Anthony So 60 President, Chief Executive Officer,
Secretary, Treasurer, Chief Financial Officer,
Chairman of the Board and Director
39
Name Age Position with Bonso
---- --- -------------------
Kim Wah Chung 46 Director of Engineering and Research and
Development and Director
Cathy Kit Teng Pang 42 Director of Finance and Director
Woo-Ping Fok 55 Director
J. Stewart Jackson, IV 68 Director
George O'Leary 66 Director
Henry F. Schlueter 53 Director and Assistant Secretary
ANTHONY SO is the founder of Bonso. He is our Chief Executive Officer and
Chief Financial Officer and has been our President, Chairman of the Board of
Directors and Treasurer since inception, and our Secretary since July 1991. Mr.
So received his BSE degree in civil engineering from National Taiwan University
in 1967 and a master's degree in business administration ("MBA") from the Hong
Kong campus of the University of Hull, Hull, England in 1994. Mr. So has been
Chairman of the Hong Kong GO Association since 1986, and also served as Chairman
of the Alumni Association of National Taiwan University for the 1993-1994
academic year. Mr. So has served as a trustee of the Chinese University of Hong
Kong, New Asia College since 1994.
KIM WAH CHUNG has been a director since September 21, 1994. Mr. Chung has
been employed by us since 1981 and currently holds the position of Director of
Engineering and Research and Development. Mr. Chung is responsible for all
research projects and product development. Mr. Chung's entire engineering career
has been spent with Bonso, and he has been involved in all of our major product
developments. Mr. Chung graduated with honors in 1981 from the Chinese
University of Hong Kong with a Bachelor of Science degree in electronics.
CATHY KIT TENG PANG has been a director of Bonso since January 1, 1998. Ms.
Pang was first employed by us as Financial Controller in December 1996 and was
promoted to Director of Finance on April 1, 1998. Ms. Pang was employed as an
auditor in an international audit firm from 1987 to 1991, at which time she
joined a Hong Kong as Assistant Financial Controller. From 1994 until she joined
us in 1996, she was employed as Deputy Chief Accountant in a management and
property development company in Hong Kong and China. Ms. Pang has a Bachelor of
Business Administration degree from York University in Toronto, Canada. She is a
member of the American Institute of Certified Public Accountants and of the Hong
Kong Society of Accountants.
WOO-PING FOK was elected to our Board of Directors on September 21, 1994.
Mr. Fok has practiced law in Hong Kong since 1991 and is a partner with Wong &
Fok. Mr. Fok's major areas of practice include conveyancing or real property
law, corporations and business law, commercial transactions and international
trade with a special emphasis in China trade matters. Mr. Fok was admitted to
the Canadian Bar as a Barrister & Solicitor in December 1987 and was a partner
in the law firm of Woo & Fok, a Canadian law firm with its head office in
Edmonton, Alberta, Canada. In 1991, Mr. Fok was qualified to practice as a
Solicitor of England & Wales, a Solicitor of Hong Kong and a Barrister &
Solicitor of Australian Capital Territory.
40
J. STEWART JACKSON IV has been a director since January 10, 2000. From 1962
until its merger with Republic Industries in 1996, Mr. Jackson served in various
management capacities, including president, of Denver Burglar Alarm Co., Inc., a
business founded by his family. In addition, in the mid-1960's, Mr. Jackson
founded Denver Burglar Alarm Products, a separate company which invented,
patented, manufactured, distributed and installed contained ionization smoke
detectors and which was later sold to a conglomerate manufacturer. After the
merger of Denver Burglar Alarm Co., Inc., Mr. Jackson founded Jackson Burglar
Alarm Co., Inc., of which he is currently president. Mr. Jackson served on the
advisory board of directors for Underwriter's Laboratories for burglar and fire
alarm systems for 25 years and has been an officer in the Central Station
Protection Association, which, along with the National Burglar Alarm
Association, was formed by his family in the late 1940's. Mr. Jackson graduated
from the University of Colorado in 1962 with a degree in Business Management and
Engineering.
GEORGE O'LEARY has been a director since January 1997. From November 1994
to the present time, Mr. O'Leary has been President of Pacific Rim Products,
Newport Beach, California, a trading company that provides offshore sourcing
alternatives to U.S. based electronics companies. For eight years prior to 1994,
Mr. O'Leary was President, CEO and a director of Micro General Corporation,
Santa Ana, California, a manufacturer and distributor of mechanical and
electronic scale products. For eight years prior to that, Mr. O'Leary was Vice
President and General Manager of Lanier Business Products, Atlanta, Georgia, a
manufacturer and distributor of office products. Mr. O'Leary has a Bachelor of
Science degree in Electrical Engineering from Northeastern University, Boston,
Massachusetts.
HENRY F. SCHLUETER has been a director since October 2001, and has been our
Assistant Secretary since October 6, 1988. Since 1992, Mr. Schlueter has been
the Managing Director of Schlueter & Associates, P.C., a law firm, practicing in
the areas of securities, mergers and acquisitions, finance and corporate law.
Mr. Schlueter has served as our United States corporate and securities counsel
since 1988. From 1989 to 1991, prior to establishing Schlueter & Associates,
P.C., Mr. Schlueter was a partner in the Denver, Colorado office of Kutak Rock
(formerly Kutak, Rock & Campbell), and from 1984 to 1989, he was a partner in
the Denver office of Nelson & Harding. Mr. Schlueter is a member of the American
Institute of Certified Public Accountants, the Colorado Society of CPA's, the
Colorado and Denver Bar Associations and the Wyoming State Bar.
There are no family relationships between any of our directors and
executive officers.
No arrangement or understanding exists between any such director or officer
and any other persons pursuant to which any director or executive officer was
elected as a director or executive officer. Our directors are elected annually
and serve until their successors take office or until their death, resignation
or removal. The executive officers serve at the pleasure of the Board of
Directors.
Compensation.
The aggregate amount of compensation paid by us and our subsidiaries during
the year ended March 31, 2004 to all directors and officers as a group for
services in all capacities was approximately $1,314,424 including compensation
in the form of housing in Hong Kong for our Chairman and Chief Executive Officer
41
and Director of Engineering and Research and Development consistent with the
practice of other companies in Hong Kong. Total compensation for the benefit of
Anthony So was $630,821, for the benefit of Cathy Kit Teng Pang was $128,015,
for the benefit of Kim Wah Chung was $152,554, for the benefit of Mr. George
O'Leary was $172,125 and for the benefit of Henry F. Schlueter was an aggregate
of $230,909. The $230,909 listed as having been paid for the benefit of Mr.
Schlueter was paid to his law firm, Schlueter & Associates, P.C. for legal
services rendered and expenses incurred.
We did not set aside or accrue any amounts to provide pension, retirement
or similar benefits for directors and officers for the fiscal year ended March
31, 2004, other than contributions to our Provident Fund Plan which aggregated
$33,554 for officers and directors during the fiscal year ended March 31, 2004.
Employment Agreements
We have employment agreements with Anthony So, Kim Wah Chung and Cathy Kit
Teng Pang. The employment agreements expire on March 31, 2008; however, they are
automatically renewable on an annual basis for additional one-year increments.
Mr. So's employment agreement provides for a yearly salary of $700,000 per year
plus bonus. Mr. Chung's employment agreement provides for a yearly salary of
$150,000 per year plus bonus and Ms. Pang's employment agreement provides for a
yearly salary of $130,000 per year plus bonus. The employment agreements contain
provisions under which we will be obligated to pay Mr. So, Mr. Chung and Ms.
Pang all compensation for the remainder of their employment agreements and five
times their annual salary and bonus compensation if a change of control as
defined in the agreements occur.
During the fiscal year ended March 31, 2004, the amounts paid to Mr. So and
Ms. Pang were less than the yearly salaries provided for in their employment
agreements. See "Compensation." Mr. So and Ms. Pang waived the right to be paid
the amount representing the deficiency between the actual amounts paid to them
and the amount provided for in their employment agreements.
Options of Directors and Senior Management
The following table provides information concerning options owned by the
directors and senior management at May 31, 2004. The table excludes our publicly
traded warrants owned by the directors and senior management, information about
which is disclosed in Item 7 of this Report together with information concerning
the beneficial ownership of our common shares by directors and senior management
and major shareholders.
42
--------------------------------------------------------------------------------------------
Number of Common Shares
Subject to Exercise Price
Name Stock Options PerShare Expiration Date
--------------------------------------------------------------------------------------------
Anthony So 158,000 $8.00 January 6, 2010
128,000 $3.65 April 9, 2011
128,000 $2.50 March 6, 2012
222,500 $1.61 April 1, 2013
--------------------------------------------------------------------------------------------
Kim Wah Chung 20,000 $8.00 January 6, 2010
20,000 $3.65 April 9, 2011
20,000 $2.50 March 6, 2012
55,000 $1.61 April 1, 2013
Cathy Kit Teng Pang 20,000 $8.00 January 6,2010
20,000 $3.65 April 9, 2011
20,000 $2.50 March 6, 2012
55,000 $1.61 April 1, 2013
--------------------------------------------------------------------------------------------
George O'Leary 10,000 $8.125 January 12, 2010
10,000 $7.875 January 9, 2011
10,000 $6.12 March 26, 2014
--------------------------------------------------------------------------------------------
Woo-Ping Fok 10,000 $8.125 January 12, 2010
10,000 $7.875 January 9, 2011
10,000 $2.55 October 15, 2011
10,000 $1.61 April 1, 2013
10,000 $6.12 March 26, 2014
--------------------------------------------------------------------------------------------
J. Stewart Jackson IV 10,000 $7.875 January 9, 2011
10,000 $2.55 October 15, 2011
10,000 $1.61 April 1, 2013
10,000 $6.12 March 26, 2014
--------------------------------------------------------------------------------------------
Henry F. Schlueter 10,000 $8.00 January 6, 2010
10,000 $1.61 April 1, 2013
10,000 $6.12 March 26, 2014
--------------------------------------------------------------------------------------------
Directors
Except for that mentioned above, our directors do not receive any
additional monetary compensation for serving in their capacities. However,
outside directors receive stock options pursuant to the 1996 Non-Employee
Directors' Stock Option Plan and have been granted other options. (See "Stock
Option Plans -- The 1996 Non-Employee Directors' Stock Option Plan," below). All
directors are reimbursed for all reasonable expenses incurred in connection with
services as a director.
Provident Fund Plan
With effect from January 1, 1988, Bonso Electronics Limited ("BEL"), our
wholly-owned foreign subsidiary, started a Provident Fund Plan (the "Plan") with
a major international assurance company to provide life insurance and retirement
benefits for its employees. All permanent full time employees who joined BEL
before December 2000, excluding factory workers, are eligible to join the Plan.
43
Members of the Plan are required to contribute 5% of their monthly salary.
The contribution by BEL is as follows:
Years of Service % of salary as BEL's contribution
---------------- ---------------------------------
Less than 5 years 5.0%
5 to 10 years 7.5%
More than 10 years 10.0%
The Mandatory Provident Fund (the "MPF") was introduced by the Hong Kong
Government commencing in December 2000. BEL joined the MPF with a major
international assurance company. All permanent full time employees who joined
BEL in or after December 2000, excluding factory workers, are eligible to join
the MPF. Members' and employers' contributions to the MPF are both at 5% of the
members' monthly salaries and are subject to a maximum contribution of HK $1,000
monthly.
At normal retirement age, death or ill health, the member shall be entitled
to receive from the Plan a lump sum equal to the total of the member's and BEL's
contributions plus the return on their investment. On resignation prior to
normal retirement age, a member shall be entitled to receive from the Plan a
lump sum equal to the member's contributions plus a percentage of the employer's
balance determined in accordance with a predetermined set scale.
BEL's total contributions to the Plan and the MPF for the years ended March
31, 2002, 2003 and 2004 amounted to $78,995, $73,945, and $77,402, respectively.
Board Practices.
All directors hold office until our next annual meeting of shareholders or
until their respective successors are duly elected and qualified or their
positions are earlier vacated by resignation or otherwise. All executive
officers are appointed by the Board and serve at the pleasure of the Board.
There are no director service contracts providing for benefits upon termination
of employment.
Audit Committee
Messrs. Woo Ping Fok and Henry F. Schlueter are members of our Audit
Committee. Mr. Fok is the Chairman of the Audit Committee. The Audit Committee
was established to (i) review and approve the scope of audit procedures employed
by our independent auditors; (ii) review and approve the audit reports rendered
by our independent auditors; (iii) approve the audit fee charged by the
independent auditors; (iv) report to the Board of Directors with respect to such
matters; (v) recommend the selection of independent auditors; and (vi) discharge
such other responsibilities as may be delegated to it from time to time by the
Board of Directors and to discharge such other responsibilities as may be
delegated to it from time to time by the Board of Directors. Effective as of
August 17, 2000, the Board of Directors adopted a formal charter for its Audit
44
Committee. Messrs. Woo Ping Fok and Henry F. Schlueter are members of our Audit
Committee. Mr. Woo Ping Fok acts as chairman of the Audit Committee. Messrs. Woo
Ping Fok is "independent" as defined in the NASDAQ listing standards; however,
Mr. Schlueter is not "independent" under those standards. We don't have a
compensation committee.
Employees.
At March 31, 2004, we employed 2,899 persons, compared with 2,876 persons
at March 31, 2003; 39 employees in Hong Kong (39 for 2003), 2,820 employees in
China (2,795 for 2002), 22 employees in Germany, (24 for 2003), 2 in the United
Kingdom (2 for 2003)), 2 employees in Poland, 4 employees in the United States
and 10 in Canada (16 for 2003). Employees are not covered by collective
bargaining agreements. We consider our global labor practices and employee
relations to be good.
Share Ownership.
The following table shows the number of shares of common stock
beneficially owned by our directors and executive officers as of June 14, 2004:
Total Number of
Shares of Shares of
Common Stock Common Stock Percent of
Owned of Options and Beneficially Beneficial
Name Record Warrants Held Owned Ownership
---- ------ ------------- ----- ---------
Anthony So 1,626,195(1) 636,500(2) 2,262,695 35.55%
Kim Wah Chung 93,700 115,000(3)(4)(5) 208,700 3.57%
Cathy Kit Teng Pang 35,438 115,000(3)(4)(5) 150,438 2.57%
Henry F. Schlueter 24,000 30,000(6)(7)(11) 54,000 0.90%
Woo-Ping Fok 48,407 50,000(8)(10)(11) 98,407 1.70%
George O'Leary 20,000 30,000(8)(11)(12) 50,000 0.08%
J. Stewart Jackson IV 462,575 40,000(10)(11) 502,757 8.71%
All Directors and Officers as a 2,310,315 1,016,500 3,326,815 49.32%
group (7 persons)
(1) Includes 1,143,421 shares of common stock owned of record by a corporation
that is wholly owned by a trust of which Mr. So is the sole beneficiary.
(2) Includes options to purchase 158,000 shares of common stock at an exercise
price of $8.00 per share expiring January 6, 2010, options to purchase
128,000 shares of common stock at an exercise price of $3.65 per share
expiring on April 9, 2011, options to purchase 128,000 shares of common
stock at an exercise price of $2.50 per share expiring on March 6, 2012,
and options to purchase 222,500 shares of common stock at an exercise price
of $1.61 per share expiring on April 1, 2013.
(3) Includes options to purchase 20,000 shares of common stock at an exercise
price of $8.00 per share expiring January 6, 2010.
45
(4) Includes options to purchase 20,000 shares of common stock at an exercise
price of $3.65 per share expiring on April 9, 2011, and options to purchase
20,000 shares of common stock at an exercise price of $2.50 per share
expiring on March 6, 2012.
(5) Includes options to purchase 55,000 shares of common stock at an exercise
price of $1.61 per share expiring on April 1, 2013.
(6) Includes options to purchase 10,000 shares of common stock at an exercise
price of $8.00 per share expiring January 6, 2010.
(7) Includes options to purchase 10,000 shares of common stock at an exercise
price of $1.61 per share expiring on April 1, 2013.
(8) Includes options to purchase 10,000 shares of common stock at an exercise
price of $8.125 per share expiring January 12, 2010.
(9) Includes 461,975 shares held by Mr. Jackson and 600 shares held by Mr.
Jackson's wife.
(10) Includes options to purchase 10,000 shares of common stock at an exercise
price of $7.875 per share expiring on January 9, 2011, options to purchase
10,000 shares of common stock at an exercise price of $2.55 per share
expiring on October 15, 2011 and options to purchase 10,000 shares of
common stock at an exercise price of $1.61 per share expiring on April 1,
2003.
(11) Includes options to purchase 10,000 shares of common stock at an exercise
price of $6.12.
(12) Includes options to purchase 10,000 shares of common stock at an exercise
price of $7.875 per share expiring on January 9, 2011.
Stock Option Plans
The 1996 Stock Option Plan
In October 1996, our stockholders adopted the 1996 Stock Option Plan (the
"Employees' Plan") which provides for the grant of options to purchase an
aggregate of not more than 400,000 shares of our common stock. In January 2000,
our shareholders approved the proposal of the Board of Directors to increase
from 400,000 to 900,000 in the aggregate the number of options to purchase
common stock under the Employees' Plan. The purpose of the Employees' Plan is to
make options available to management and employees in order to encourage them to
secure or increase on reasonable terms their stock ownership and to encourage
them to remain in our Company.
The Employees' Plan is administered by a committee appointed by the Board
of Directors which determines the persons to be granted options under the
Employees' Plan, the number of shares subject to each option, the exercise price
of each option and the option period, subject to the requirement that no option
may be exercisable more than ten years after the date of grant. The exercise
price of an option may be less than fair market value of the underlying shares
of common stock. No options granted under the Employee Plan are transferable by
the optionee other than by will or the laws of descent and distribution and each
option will be exercisable during the lifetime of the optionee, only by such
optionee.
The exercise price of an option granted pursuant to the Employees' Plan may
be paid in cash, by the surrender of options, in common stock, in other
property, including the optionee's promissory note, or by a combination of the
above, at our discretion.
During the fiscal year ended March 31, 2004, 332,500 options were granted
under the 1996 Stock Option Plan.
46
The 1996 Non-Employee Directors' Stock Option Plan
In October 1996, our stockholders adopted the 1996 Non-Employee Directors'
Stock Option Plan (the "Non-Employee Directors' Plan") which provides for the
grant of options to purchase an aggregate of not more than 100,000 shares of
common stock. In January 2000, our shareholders approved the proposal of the
Board of Directors to increase from 100,000 to 600,000 in the aggregate the
number of options to purchase common stock under the Non-Employee Directors'
Plan. The purpose of the Non-Employee Directors' Plan is to promote the
long-term success of the Company by creating a long-term mutuality of interests
between the non-employee directors and the stockholders, to provide an
additional inducement for such directors to remain with us and to provide a
means through which we may attract able persons to serve as directors. The
Non-Employee Directors' Plan is administered by a committee (the "Committee")
appointed by the Board of Directors.
Under the Non-Employee Directors' Plan, on the third business day following
each Annual Meeting of the stockholders, each director who is not then an
employee of the Company or any of its subsidiaries is automatically granted a
stock option to purchase 10,000 shares of common stock. The exercise price of
all options granted under the Non-Employee Directors' Plan is equal to the fair
market value of the underlying shares on the date of grant, based on guidelines
set forth in the Non-Employee Directors' Plan. The exercise price may be paid in
cash, by the surrender of options, in common stock, in other property, including
the optionee's promissory note, or by a combination of the above, at the
discretion of the Company. The term of each option granted pursuant to the
Non-Employee Directors' Plan is ten years from the date of grant; however, no
such option may be exercised during the first six months of its term. The term
of an option granted pursuant to the Non-Employee Directors' Plan may be reduced
in the event that the optionee ceases to be a director. No option granted
pursuant to the Non-Employee Directors' Plan is transferable otherwise than by
will or the laws of descent and distribution.
During the fiscal year ended March 31, 2004, 80,000 options were granted
under the 1996 Non-Employee Directors' Plan.
The 2004 Stock Option Plan
On March 23, 2004, our stockholders adopted the 2004 Stock Option Plan (the
"2004 Plan") which provides for the grant of up to six hundred thousand
(600,000) shares of the Company's Common Stock in the form of stock options,
subject to certain adjustments as described in the Plan.
The purpose of the 2004 Plan is to secure key employees to remain in the
employ of the Corporation and to encourage such employees to secure or increase
on reasonable terms their Common Stock ownership in the Corporation. The
Corporation believes that the Plan promotes continuity of management and
increased incentive and personal interest in the welfare of the Corporation.
The 2004 Plan is administered by a committee appointed by the Board of
Directors which consists of at least two but not more than three members of the
Board, one of who shall be a non-employee of the Corporation. The committee
members currently are Anthony So, Woo Ping Fok and George O'Leary. The committee
determines the specific terms of the options granted, including the employees to
47
be granted options under the plan, the number of shares subject to each option
grant, the exercise price of each option and the option period, subject to the
requirement that no option may be exercisable more than 10 years after the date
of grant. The exercise price of an option may be less than fair market value of
the underlying shares of Common Stock. No options granted under the plan will be
transferable by the optionee other than by will or the laws of descent and
distribution and each option will be exercisable, during the lifetime of the
optionee, only by the optionee.
The exercise price of an option granted pursuant to the 2004 Stock Option
Plan may be paid in cash, by the surrender of options, in Common Stock, in other
property, including a promissory note from the optionee, or by a combination of
the above, at the discretion of the Committee.
As of June 15, 2004, no shares have been granted under the 2004 Plan.
Item 7. Major Shareholders and Related Party Transactions
Major shareholders.
We are not directly or indirectly owned or controlled by any foreign
government or by another corporation. The following table sets forth, as of June
14, 2004, beneficial ownership of our common stock by each person known by us to
own beneficially 5% or more of our common stock outstanding as of such date.
Except as otherwise indicated, all shares are owned directly and hold equal
voting rights.
Name Amount Owned
---- ------------
Percent of
Shares of Options/Warrants to Class (1)
Common Stock Purchase Common Stock Beneficially Owned
------------ --------------------- ------------------
Anthony So 1,626,195(2) 636,500(3) 35.55%
John Stewart Jackson IV 462,575 40,000(3) 8.71%
W. Douglas Moreland 501,400 0 8.75%
--------------------
(1) Based on beneficial ownership of both shares of common stock and of options
to purchase common stock that are immediately exercisable.
(2) Includes 1,143,421 shares of common stock owned of record by a corporation
that is wholly owned by a trust of which Mr. So is the sole beneficiary.
(3) See "Share Ownership" for additional information.
There are no arrangements known to us the operation of which may at a
subsequent date result in a change in control of the Company.
Of the 5,728,365 (including 180,726 shares that are disputed and may be
repurchased) shares of common stock outstanding as of June 14, 2004, 4,230,435
were held in the United States by 219 holders of record. We have 227
shareholders of record and estimate that we have in excess of 850 shareholders
holding their stock in street name (who have not objected to their names being
disclosed to us).
48
Related Party Transactions.
During the fiscal year ended March 31, 2004, Mr. George O'Leary, a
director, was paid an aggregate of $172,125 as consultancy fee for provision of
support and marketing services such as soliciting customers, negotiating prices
and public relations in the United States.
During the fiscal year ended March 31, 2004 we paid Schlueter & Associates,
P.C. an aggregate of $230,909 for legal fees and expenses. Mr. Henry F.
Schlueter, a director, is the Managing Director of Schlueter & Associates, P.C.
For the year ended March 31, 2004, we sold scales to Tantric Europe Ltd.
("Tantric") amounting to $15,900. Tantric is 50% owned by the Chief Executive
Officer and minority shareholder of one of the subsidiaries of the Company.
Interests of Experts and Counsel.
Not Applicable.
Legal Proceedings.
Augusta Arbitration
We have been involved in a dispute with Augusta Technologie AG ("Augusta"),
relating to the acquisition of Korona from Augusta. Augusta is based in
Frankfurt am Main, Germany. Effective May 1, 2001, we acquired Korona from
Augusta. Part of the purchase price was paid to Augusta by the issue of 180,726
shares of our restricted common stock based on an agreed-upon price of $8.00 per
share pursuant to the Stock Purchase Agreement (the "Agreement") with Augusta.
For accounting purposes, the issue of the shares was originally recorded at the
value of $5.00 per share, based on the average price per share for a total of 5
days before and after the completion date of the acquisition. Under the terms of
the Agreement we had an obligation to register the common stock with the SEC.
The Agreement gave Augusta the right to have us redeem the common stock if the
registration of the stock had not been declared effective on or before January
31, 2002. We filed a registration statement to register the common stock held by
Augusta which was declared effective by the SEC on March 7, 2002. In March 2002,
Augusta exercised the repurchase obligation. Augusta asserted that it had the
right to tender the 180,726 shares of common stock to us in exchange for a
promissory note of $1,445,808, repayable in nine monthly payments. We did not
believe that we were required to accept Augusta's tender of their shares.
On October 22, 2002, Augusta filed a request for arbitration in New York
asserting breach of the Agreement and registration rights agreement. Several
hearings were held before an ICC arbitration panel ("Tribunal").
On July 28, 2004, the Tribunal issued a Final Award in favor of Augusta.
The Final Award provided for aggregate payments to Augusta of $2,387,704,
including: (i) an award of monetary damages in the amount of $1,802,029.07
(including principal and interest), (ii) costs arising out of the arbitration in
the amount of (euro)418,956.42 (approximately $504,675 based upon the noon
buying rate in New York City for cable transfers as certified for customs
purposes by the Federal Reserve Bank of New York on July 28, 2004 of 1.2046
dollars per Euro); and (iii) reimbursement of $76,000 of the fees and expenses
of the Tribunal. Management is currently evaluating the response it intends to
make to the Final Award.
49
Jefferson County Colorado Litigation
On or about August 20, 2003, Bonso and three of Bonso's directors were
served with a copy of a Complaint filed on July 23, 2003 in District Court of
Jefferson County, State of Colorado, Case No. 03CV2505. Plaintiffs Doug
Moreland, William Pinard, Richard Pinard, Leigh Investment Company, LP, Patricia
Johnson, Jason Pinard and Larry Rowe (collectively the "Plaintiffs") named
Anthony So, George O'Leary, Henry F. Schlueter, Cathy Pang, and John Stewart
Jackson (the "Individual Defendants") and Bonso as defendants in the case.
The Complaint alleged that the Individual Defendants breached their
fiduciary duties for insider trading and misappropriation of information by
selling shares of Bonso's common stock while in possession of material adverse
non-public information pertaining to Bonso's financial outlook. The Complaint
also alleged that the Individual Defendants breached their fiduciary duties of
care, loyalty, and good faith by causing Bonso, through its directors, to
disseminate to the market materially misleading and inaccurate information and
its failure to correct such information. In addition, further the Complaint
alleged that each of the Individual Defendants failed to disclose materially
adverse information so the stock price would trade at artificially inflated
prices. The Complaint also alleged the Defendants committed corporate waste by
possessing confidential proprietary information and using such information for
their personal benefit by selling shares of Bonso's common stock while providing
no consideration to the Company for such benefit. The Complaint also alleged
negligent misrepresentations and fraud by Bonso and the Individual Defendants
for misrepresenting information concerning Bonso's financial outlook and its
intention to conduct a share buyback. The Complaint sought unspecified damages
in an amount to be determined at trial, plus pre- and post-judgment interest,
and attorneys' fees costs.
On September 26, 2003, Bonso and the Individual Defendants filed a motion
to dismiss the Complaint for lack of standing, failure to state a claim, and
failure to comply with the appropriate procedural requirements for out of state
defendants instituting and maintaining a legal action in the state of Colorado.
On October 30, 2003, the Plaintiff's filed an amended complaint (the
"Amended Complaint") with the substantially the same factual allegations as
asserted in the original Complaint. The Amended Complaint alleged derivative
claims (the "Derivative Claims") against the Individual Defendants for breaches
of fiduciary duties for: (i) insider selling and misappropriation of
information, (ii) dissemination of misleading and inaccurate information and
(iii) waste of corporate assets. The Derivative Claims allege that Bonso has
sustained damages as a result of the Individual Defendants actions. The Amended
Complaint sought disgorgement of all profits realized by the Individual
Defendants, the imposition of a constructive trust in favor of Bonso for the
amount of profits received by the Individual Defendants as a result of their
sales of Bonso stock and damages in favor of Bonso for breaches of the
Individual Defendants fiduciary duties. In response, Bonso engaged an
independent counsel to review the validity and appropriateness of the Derivative
Claims.
The Amended Complaint also alleged individual claims (the "Individual
Claims") against the Individual Defendants for breach of fiduciary duty against
the individual defendants for: (i) insider selling and misappropriation of
information, (ii) dissemination of misleading and inaccurate information, (iii)
negligent misrepresentations, and (iv) fraud.
50
On November 20, 2003, Bonso and the Individual Defendants filed a motion to
dismiss the Amended Complaint for lack of standing and failure to comply with
the appropriate procedural requirements for out of state defendants instituting
and maintaining a legal action in the state of Colorado. On January 8, 2004, the
Court entered an Order denying Defendants' motion to dismiss but requiring the
non-resident Plaintiff to file a cost bond
Thereafter, Defendants filed a Verified Second Amended Complaint (the
"Second Amended Complaint") on January 21, 2004. While the Second Amended
Complaint asserts essentially the same derivative and direct claims as the
Amended Complaint, it includes new factual allegations concerning Bonso's
December 17, 2003 announcement to extend the expiration date of its December 31,
2003 warrants (the "Warrants") and reduce the exercise price. Specifically,
Plaintiffs allege, upon information and belief, that one or more of the
Individual Defendants purchased Warrants between November 11, 2003 and December
17, 2003 based on information that the Warrants would be extended and the strike
price reduced. We are currently proceeding with discovery in this matter. As
with each of the previous complaints filed by Plaintiffs, Bonso and the
Individual Defendants believe there is no basis for the claims asserted in the
Second Amended Complaint and both intend to defend this action vigorously.
Item 8. Financial Information
Financial Statements
Our Consolidated Financial Statements are set forth under Item 18.
Financial Statements. For the year ended March 31, 2004 to the date of filing
this Annual Report with the SEC, there has been no significant changes on our
Consolidated Financial Statements, except subsequent events as disclosed in Note
19 to the Consolidated Financial Statements.
Item 9. The Offer and Listing
Listing Details.
Our common stock is traded only in the United States over-the-counter
market. It is quoted on the Nasdaq National Market System ("NASDAQ") under the
trading symbol "BNSO." The following table sets forth, for the periods
indicated, the range of high and low closing sales prices per share reported by
NASDAQ. The quotations represent prices between dealers and do not include
retail markup markdown or commissions and may not necessarily represent actual
transactions.
The following table sets forth the high and low sale prices for each of
the last five years:
Period High Low
------ ---- ---
April 1, 1999 to March 31, 2000 $19.875 $5.75
April 1, 2000 to March 31, 2001 $17.5625 $6.00
April 1, 2001 to March 31, 2002 $7.625 $2.38
April 1, 2002 to March 31, 2003 $3.45 $1.41
April 1, 2003 to March 31, 2004 $9.71 $1.70
51
The following table sets forth the high and low sale prices during each of
the quarters in the two-year period ended March 31, 2004.
Period High Low
------ ---- ---
April 1, 2002 to June 30, 2002 $3.45 $2.52
July 1, 2002 to September 30, 2002 $2.90 $1.80
October 1, 2002 to December 31, 2002 $2.59 $1.41
January 1, 2003 to March 31, 2003 $2.39 $1.61
April 1, 2003 to June 30, 2003 $6.40 $1.77
July 1, 2003 to September 30, 2003 $4.99 $2.19
October 1, 2003 to December 31, 2003 $9.71 $4.05
January 1, 2004 to March 31, 2004 $9.65 $5.68
The following table sets forth the high and low sale prices during each of
the most recent six months.
Period High Low
------ ---- ---
January 2004 $9.65 $7.94
February 2004 $8.92 $6.46
March 2004 $7.49 $5.68
April 2004 $8.28 $6.48
May 2004 $6.22 $5.16
June 2004 $6.00 $5.03
Transfer and Warrant Agent
The transfer agent and registrar for the common stock and the warrant agent
for the warrants is U.S. Stock Transfer Corporation, 1745 Gardena Avenue #200,
Glendale, California 91204.
Item 10. Additional Information.
Share Capital.
52
Our authorized capital is $170,000 consisting of 23,333,334 shares of
common stock, $0.003 par value per share, and 10,000,000 authorized shares of
preferred stock, $0.01 par value, divided into 2,500,000 shares each of class A
preferred stock, class B preferred stock, class C preferred stock and class D
preferred stock. Information with respect to the number of shares of common
stock outstanding at the beginning and at the end of the last three fiscal
years, is presented in the Consolidated Statements of Changes in Shareholders'
Equity for the years ended March 31, 2002, 2003 and 2004 included herein in Item
18.
At June 14, 2004, there were 5,728,365 (including 180,726 shares that are
disputed and may be repurchased) shares of our common stock outstanding, all of
which were fully paid. In addition, at June 14, 2004, we had outstanding
1,064,500 options to purchase common stock as follows:
Number of Exercise Price Expiration
Options per Share Date
--------- ----------- ------
228,000 $8.00 January 6, 2010
20,000 $8.125 January 12, 2010
30,000 $7.875 January 9, 2011
196,000 $3.65 April 9, 2011
20,000 $2.55 October 14, 2011
168,000 $2.50 March 6, 2012
362,500 $1.61 April 1, 2013
40,000 $6.12 March 26, 2014
At June 14, 2004 there were no shares of our preferred stock outstanding.
Memorandum and Articles of Association.
We are registered in the British Virgin Islands and have been assigned
company number 9032 in the register of companies. Our registered agent is HWR
Services Limited and is at Craigmuir Chambers, P.O. Box 71, Road Town, Tortola,
British Virgin Islands. The object or purpose of the Company is to engage in any
act or activity that is not prohibited under British Virgin Islands law as set
forth in Paragraph 4 of our Memorandum of Association. As an International
Business Company, we are prohibited from doing business with persons resident in
the British Virgin Islands, owning real estate in the British Virgin Islands or
acting as a bank or insurance company. We do not believe that these restrictions
materially affect our operations.
Paragraph 57(c) of our Amended Articles of Association (the "Articles")
provides that a director may be counted as one of a quorum in respect of any
contract or arrangement in which the director is materially interested; however,
if the agreement or transaction cannot be approved by a resolution of directors
without counting the vote or consent of any interested director, the agreement
or transaction may only be validated by approval or ratification by a resolution
of the members. Paragraph 53 of the Articles allows the directors to vote
compensation to themselves in respect of services rendered to the Company.
Paragraph 66 of the Articles provides that the directors may by resolution
exercise all the powers of the Company to borrow money and to mortgage or charge
its undertakings and property or any part thereof, to issue debentures,
debenture stock and other securities whenever money is borrowed or as security
53
for any debt, liability or obligation of ours or of any third party. Such
borrowing powers can be altered by an amendment to the Articles. There is no
provision in the Articles for the mandatory retirement of directors. Directors
are not required to own shares of the Company in order to serve as directors.
Our authorized share capital is $170,000 divided into 23,333,334 shares of
common stock, $0.003 par value, and 10,000,000 authorized shares of preferred
stock, $0.01 par value. Holders of our common stock are entitled to one vote for
each whole share on all matters to be voted upon by shareholders, including the
election of directors. Holders of our common stock do not have cumulative voting
rights in the election of directors. All of our common shares are equal to each
other with respect to liquidation and dividend rights. Holders of our common
shares are entitled to receive dividends if and when declared by our board of
directors out of funds legally available under British Virgin Islands law. In
the event of our liquidation, all assets available for distribution to the
holders of our common shares are distributable among them according to their
respective holdings. Holders of our common stock have no preemptive rights to
purchase any additional un-issued common shares. No shares of our preferred
stock have been issued, however the board of directors has the ability to
determine the rights, preferences and restrictions to the preferred stock at
their discretion.
Paragraph 7 of the Memorandum of Association provides that without
prejudice to any special rights previously conferred on the holders of any
existing shares, any share may be issued with such preferred, deferred or other
special rights or such restrictions, whether in regard to dividend, voting,
return of capital or otherwise as the directors may from time to time determine.
Paragraph 10 of the Memorandum of Association provides that if at any time
the authorized share capital is divided into different classes or series of
shares, the rights attached to any class or series may be varied with the
consent in writing of the holders of not less than three-fourths of the issued
shares of any other class or series of shares which may be affected by such
variation.
Paragraph 105 of the Articles of Association provides that our Memorandum
and Articles of Association may be amended by a resolution of members or a
resolution of directors. Thus, our board of directors without shareholder
approval may amend our Memorandum and Articles of Association. This includes
amendments to increase or reduce our authorized capital stock. Our ability to
amend our Memorandum and Articles of Association without shareholder approval
could have the effect of delaying, deterring or preventing a change in control
of the Company, including a tender offer to purchase our common shares at a
premium over the then current market price.
Provisions in respect of the holding of general meetings and extraordinary
general meetings are set out in Paragraphs 68 through 77 of the Articles and
under the International Business Companies Act. The directors may convene
meetings of the members at such times and in such manner and places as the
directors consider necessary or desirable, and they shall convene such a meeting
upon the written request of members holding more than 30% of the votes of our
outstanding voting shares.
54
British Virgin Islands law and our Memorandum and Articles of Association
impose no limitations on the right of nonresident or foreign owners to hold or
vote our securities. There are no provisions in the Memorandum and Articles of
Association governing the ownership threshold above which shareholder ownership
must be disclosed.
A copy of our Memorandum and Articles of Association, as amended, has been
filed as an exhibit to the Registration Statement on Form F-2 (SEC File No.
333-32524).
Material Contracts.
The following summarizes each material contract, other than contracts
entered into in the ordinary course of business, to which Bonso or any
subsidiary of Bonso is a party, for the two years immediately preceding the
filing of this report:
We entered into a Stock Purchase Agreement dated July 22, 2002, with Modus
Enterprise International Inc. (a wholly-owned subsidiary of Bonso), and a third
party relating to the acquisition of 51% of Gram Precision.
We entered into an employment agreement with Anthony So our President,
Chief Executive Officer, Secretary, Treasurer, Chief Financial Officer effective
April 1, 2003.
We entered into an employment agreement with Cathy Kit Teng Pang our
Director of Finance effective April 1, 2003.
We entered into an employment agreement with Kim Wah Chung our Director of
Research and Development effective April 1, 2003.
We signed a credit facility letter on March 31, 2003 with Bank of America
(Asia) Ltd. for a HK $13,000,000 overdraft and import and export line of credit.
We signed a credit facility letter on April 8, 2003 and amended the letter
of April 22, 2003 (exhibit 4.7) with Standard Chartered Bank for a HK
$53,000,000 trade finance facilities agreement. A copy of this letter is
attached hereto as Exhibit 4.8. This letter amended previous agreements with
Standard Chartered Bank on May 17, 2002, May 11, 2001 and March 5, 2001.
We signed a Banking Facility Letter, dated April 25, 2003 between Bonso and
DBS Kwong on Bank Limited for a HK $11,500,000 overdraft, letter of credit,
trust receipt, export invoice financing and negotiation under documentary
credit.
We signed a Banking Facility Letter, dated May 8, 2003 between Korona,
Bonso and Commerzbank Aktiengesellschaft Bank for a EURO 1,900,000 line of
credit.
We signed a Banking Facility Letter, dated May 21, 2003 between Bonso and
Hang Seng Bank Limited for a HK $49,000,000 letter of credit, trust receipt
facility, export D/P bills, export trade loan and overdraft facility.
55
We signed a Banking Facility Letter, dated April 8, 2003 between Bonso and
the Hong Kong and Shanghai Banking Corporation Limited for a HK $20,000,000
overdraft facility, import/export facility, trust receipt facility and a D/A
bill facility.
We signed a Banking Facility Letter, dated April 8, 2003 between Bonso and
the Hong Kong and Natexis Banques Populaires Hong Kong Branch for a U.S.
$2,000,000 Export Credit Insurance Corporation discount invoices, negotiation of
export letter of credit discrepancies, and export bills.
We signed a Banking Facility Letter, dated May 6, 2004 between Bonso and
Standard Chartered Bank for a working capital facilities for a HK $55,000,000
current account overdraft and discrepant credit bills negotiated and a HK
$22,000,000 standby letter of credit. A copy of this letter is attached hereto
as Exhibit 4.17.
We signed a Banking Facility Letter, dated January 15, 2004 between Bonso
and the Natexis Banques Populaires Hong Kong Branch for a U.S. $2,500,000
discount of export invoice, negotiation of export letter of credit
discrepancies, packing loan and export bills. A copy of this letter is attached
hereto as Exhibit 4.18.
We signed a Banking Facility Letter, dated May 31, 2004 between Bonso and
DBS Kwong on Bank Limited for a HK $11,000,000 letter of credit, letter of
credit cargo receipt, trust receipt advance against outward bills and
negotiation under documentary credit. A copy of this letter is attached hereto
as Exhibit 4.19.
We signed a Banking Facility Letter, dated May 5, 2004 between Bonso and
the Hong Kong and Shanghai Banking Corporation Limited for a HK $37,000,000
overdraft facility, import/export facility, trust receipt facility and a D/A
bill facility. A copy of this letter is attached hereto as Exhibit 4.20.
We signed a Banking Facility Letter, dated April 8, 2004 between Bonso and
Hang Seng Bank Limited for a HK $48,000,000 letter of credit, trust receipt
facility, export D/P bills, export trade loan and overdraft facility. A copy of
this letter is attached hereto as Exhibit 4.21.
Exchange Controls.
There are no exchange control restrictions on payments of dividends on our
common stock or on the conduct of our operations either in Hong Kong, where our
principal executive offices are located, or the British Virgin Islands, where we
are incorporated. Other jurisdictions in which we conduct operations may have
various exchange controls. Taxation and repatriation of profits regarding our
China operations are regulated by Chinese laws and regulations. To date, these
controls have not had and are not expected to have a material impact on our
financial results. There are no material British Virgin Islands laws that impose
foreign exchange controls on us or that affect the payment of dividends,
interest or other payments to holders of our securities who are not residents of
the British Virgin Islands. British Virgin Islands law and our Memorandum and
Articles of Association impose no limitations on the right of nonresident or
foreign owners to hold or vote our securities.
56
Taxation.
Under current British Virgin Islands law, we are not subject to tax on our
income. Most of our subsidiaries' profits accrue in Hong Kong, Canada and
Germany where the corporate tax rates are currently 17.5%, 38% and 26.375%,
respectively. However, as Korona is a partnership, it is only subject to 14.17%
of the local statutory rate in Germany. There is no tax payable in Hong Kong on
offshore profit or on dividends paid to Bonso Electronics Limited by its
subsidiaries or to us by Bonso Electronics Limited. Therefore, our overall
effective tax rate may be lower than that of most United States corporations;
however, this advantage could be materially and adversely affected by changes in
the tax laws of the British Virgin Islands, Germany, Hong Kong or China.
No reciprocal tax treaty regarding withholding exists between the United
States and the British Virgin Islands. Under current British Virgin Islands law,
dividends, interest or royalties paid by us to individuals are not subject to
tax as long as the recipient is not a resident of the British Virgin Islands. If
we were to pay a dividend, we would not be liable to withhold any tax, but
shareholders would receive gross dividends, if any, irrespective of their
residential or national status.
Dividends, if any, paid to any United States resident or citizen
shareholder are treated as dividend income for United States federal income tax
purposes. Such dividends are not eligible for the 70% dividends-received
deduction allowed to United States corporations on dividends from a domestic
corporation under Section 243 of the United States Internal Revenue Code of 1986
(the "Internal Revenue Code"). Various Internal Revenue Code provisions impose
special taxes in certain circumstances on non-United States corporations and
their shareholders. You are urged to consult your tax advisor with regard to
such possibilities and your own tax situation.
In addition to United States federal income taxation, shareholders may be
subject to state and local taxes upon their receipt of dividends.
Documents on Display.
You may read and copy documents referred to in this Annual Report on Form
20-F that have been filed with the Securities and Exchange Commission (the
"Commission") at the Commission's Public Reference Room, 450 Fifth Street, N.W.,
Washington, D.C. You may obtain information on the operation of the Public
Reference Room by calling the Commission at 1-800-SEC-0330. You can also obtain
copies of our Commission filings by going to the Commission's website at
http://www.sec.gov.
The SEC allows us to "incorporate by reference" the information we file
with the SEC. This means that we can disclose important information to you by
referring you to another document filed separately with the SEC. The information
incorporated by reference is considered to be part of this Annual Report on Form
20-F.
57
Item 11. Quantitative and Qualitative Disclosures About Market Risk
We are exposed to a certain level of interest rate risk and foreign
currency exchange risk.
Interest Rate Risk
Our interest rate risk primarily arises from our long-term debt and our
general banking facilities. At March 31, 2004 our total long-term debt was
$613,209, and we had utilized approximately $8,709,334 of our total banking
facilities of $28,639,502. Based on the maturity profile and composition of our
long-term debt and general banking facilities, including the fact that our
banking facilities are at variable interest rates, we estimate that changes in
interest rates will not have a material impact on our operating results or cash
flows. We intend to manage our interest rate risk through appropriate borrowing
strategies. We have not entered into interest rate swap or risk management
agreements; however, it is possible that we may do so in the future.
A summary of our debts as at March 31, 2003 which were subjected to
variable interest rates is as below:
March 31, Interest
2004 rate
---- ----
Notes payable $3,244,194 Prime rate minus
0.5% to prime rate
or HIBOR + 2.5%
Short-term loans $4,599,652 Prime rate minus
0.5% or
HIBOR + 2.25% to
HIBOR + 2.5%
HIBOR: Hong Kong Interbank Offered Rate
Prime rate: The prime rate as determined by the Hong Kong Bankers Association
All the balances above are due within one year.
For further information concerning our banking facilities the interest
rates payable, and repayment terms please see Note 7 to our Consolidated
Financial Statements.
Foreign Currency Exchange Rates
For a discussion of our Foreign Currency Exchange Risk, See Item 5.
Operating and Financial Review and Prospects "Foreign Currency Exchange Rates."
Item 12. Description of Securities Other Than Equity Securities
Not applicable.
58
PART II
Item 13. Defaults, Dividend Arrearages and Delinquencies.
None.
Item 14. Material Modifications to the Rights of Security Holders and Use of
Proceeds.
None.
Item 15. Controls and Procedures
Our Chief Executive Officer and our Chief Financial Officer, after
evaluating the effectiveness of the Company's disclosure controls and procedures
(as defined in Exchange Act Rules 13a-14(c)) as of the end of the period covered
by this Annual Report, have concluded that, as of such date, the Company's
disclosure controls and procedures were effective to ensure that material
information relating to the Company was made known to them by others within the
Company particularly during the period in which this Form 20-F was being
prepared.
There were no significant changes in the Company's internal controls or in
other factors that could significantly affect these controls subsequent to the
date our Chief Executive Officer and our Chief Financial Officer completed their
evaluation, nor were there any significant deficiencies or material weaknesses
in the Company's internal controls requiring corrective actions.
Item 16. Reserved.
Item 16A. Audit Committee Financial Expert
Not Applicable.
Item 16B. Code of Ethics
We have adopted a code of ethics that applies to our Chief Executive
Officer and Chief Financial Officer. A copy of this code is attached to this
Annual Report as Exhibit 11.1. We intend to disclose any changes in or waivers
from our code of ethics by filing a Form 6-K.
Item 16C. Principal Accountant Fees and Services.
Audit Fees
The aggregate fees billed by PricewaterhouseCoopers for professional
services rendered for the audit of the Corporation's annual consolidated
financial statements for the fiscal year ended March 31, 2004 were $280,000 and
for the fiscal year ended March 31, 2003 were $119,872.
59
Tax Fees
The aggregate fees billed by PricewaterhouseCoopers for professional
services rendered for tax compliance, tax advice and tax planning for the fiscal
year ended March 31, 2004 were $5,900 and for the fiscal year ended March 31,
2003 were $5,103.
All Other Fees
PricewaterhouseCoopers billed $10,256 during the fiscal year ended March
31, 2004 and $10,256 during the fiscal year ended March 31, 2003 for additional
professional services related to the review of our registration statements filed
on Form F-2 filed during these fiscal years.
Item 16D. Exemptions from the Listing Standards for Audit Committees
Not Applicable.
Item 16E. Purchasers of Equity Securities by the Issuer and Affiliated
Purchasers.
In August 2001, the Company's Board of Directors authorized a program for
the Company to repurchase up to $500,000 of its common stock. This repurchase
program does not obligate the Company to acquire any specific number of shares
or acquire shares over any specified period of time. Fourteen thousand five
hundred and seventy six (14,576) shares were repurchased during the fiscal year
ended March 31, 2004. The Company may from time to time repurchase shares of its
Common Stock under this program.
PART III
Item 17. Financial Statements.
Not applicable.
Item 18. Financial Statements.
The following Financial Statements are filed as part of this Annual Report:
Page
----
Index to Consolidated Financial Statements F-2
Report of Independent Auditors F-3
Consolidated Balance Sheets as of March 31, 2003 and 2004 F-4
Consolidated Statements of Income (Loss) and Comprehensive F-5
Income (Loss) for the years ended March 31, 2002, 2003
and 2004
Consolidated Statements of Changes in Shareholders' Equity
for the years ended March 31, 2002, 2003 and 2004 F-6
Consolidated Statements of Cash Flows for the years ended
March 31, 2002, 2003 and 2004 F-7
Notes to Consolidated Financial Statements F-8 through F-34
60
Item 19. Exhibits.
4.1. Stock Purchase Agreement dated July 22, 2002, between Bonso
Electronics International Inc., Modus Enterprise International
Inc. (a wholly-owned subsidiary of Bonso), and Mohan Thadani
(1)
4.2. Anthony So Employment Agreement effective April 1, 2003 (2)
4.3. Cathy Kit Teng Pang Employment Agreement effective April 1, 2003 (2)
4.4. Kim Wah Chung Employment Agreement effective April 1, 2003 (2)
4.5. Banking Facility Letter, as amended, dated March 31, 2003 between Bonso
and Bank of America (Asia) Ltd. (2)
4.6. Banking Facility Letter, as amended, dated April 22, 2003
between Bonso and Standard Charter Bank(2)
4.7. Banking Facility Letter, as amended, dated April 8, 2003
between Bonso and Standard Charter Bank(2)
4.8. Banking Facility Letter, dated March 5, 2001 between Bonso and Standard
Charter Bank (2)
4.9. Banking Facility Letter, as amended, dated May 11, 2001 between Bonso
and Standard Charter Bank (2)
4.10. Banking Facility Letter, as amended, dated May 17, 2002 between Bonso
and Standard Charter Bank (2)
4.11. Banking Facility Letter, dated May 16, 2002 between Bonso and DBS Kwong
on Bank Limited (2)
4.12. Banking Facility Letter, as amended, dated April 25, 2003 between Bonso
and DBS Kwong on Bank Limited (2)
4.13. Banking Facility Letter, dated May 8, 2003 between Bonso, Korona and
Commerzbank Aktiengesellschaft Bank (2)
4.14. Banking Facility Letter, dated May 21, 2003 between Bonso and Hang Seng
Bank Limited (2)
4.15. Banking Facility Letter, dated April 8, 2003 between Bonso and the Hong
Kong and Shanghai Banking Corporation Limited(2)
4.16. Banking Facility Letter, dated February 13, 2003 between Bonso and
Natexis Banques Populaires Hong Kong Branch (2)
61
4.17. Banking Facility Letter, dated May 6, 2004 between Bonso and
Standard Chartered Bank
4.18. Banking Facility Letter, dated January 15, 2004 between Bonso and
Natexis Banques Populaires Hong Kong Branch
4.19. Banking Facility Letter, dated May 31, 2004 between Bonso and
DBS Kwong on Bank Limited
4.20. Banking Facility Letter, dated May 5, 2004 between Bonso and the Hong
Kong and Shanghai Banking Corporation Limited
4.21. Banking Facility Letter, dated April 8, 2004 between Bonso and
Hang Seng Bank Limited
11.1 Code of Ethics For Chief Executive Officer and Chief Financial Officer
12.1 Certification of Officer Pursuant to Section 1350, as adopted pursuant
to Section 302 of the Sarbanes-Oxley Act of 2002.
12.2 Certification of Officer Pursuant to Section 1350, as adopted pursuant
to Section 302 of the Sarbanes-Oxley Act of 2002.
13.1 Certification Pursuant to 18 U.S.C. 1350 as adopted pursuant to Section
906 of the Sarbanes-Oxley Act of 2002.
(1) This document has been previously filed as Exhibit 4.1 to our Annual Report
for the fiscal year ending March 31, 2001 on Form 20-F and is hereby
incorporated by reference.
(2) These documents previously filed as Exhibits to our Annual Report for the
fiscal year ended March 31, 2003 on Form 20-F and is hereby incorporated by
reference.
62
SIGNATURE
The registrant hereby certifies that it meets all of the requirements for
filing on Form 20-F and that it has duly caused and authorized the undersigned
to sign this Annual Report on its behalf.
BONSO ELECTRONICS INTERNATIONAL INC.
Dated: August 13, 2004 /s/ Anthony So
---------------------------------
Anthony So, President
63
Consolidated Financial Statements
Bonso Electronics International Inc.
(Incorporated in the British Virgin Islands)
and Subsidiaries
March 31, 2004
Bonso Electronics International Inc. and Subsidiaries
Index to Consolidated Financial Statements
Contents Pages
Report of Independent Registered Public Accounting Firm.....................1
Consolidated Balance Sheets as of March 31, 2003 and 2004...................2
Consolidated Statements of Income (Loss) and Comprehensive
Income (Loss) for the years ended March 31, 2002, 2003 and 2004.............3
Consolidated Statements of Changes in Shareholders' Equity
for the years ended March 31, 2002, 2003 and 2004...........................4
Consolidated Statements of Cash Flows for the years ended
March 31, 2002, 2003 and 2004............................................5 and 6
Notes to Consolidated Financial Statements...............................7 to 36
Report of Independent Registered Public Accounting Firm
Board of Directors and Shareholders of
Bonso Electronics International Inc. and Subsidiaries
In our opinion, the accompanying consolidated balance sheets and the related
consolidated statements of income (loss) and comprehensive income (loss), of
cash flows and of changes in shareholders' equity present fairly, in all
material respects, the financial position of Bonso Electronics International
Inc. and its subsidiaries at March 31, 2004 and 2003, and the results of their
operations and their cash flows for each of the three years in the period ended
March 31, 2004 in conformity with accounting principles generally accepted in
the United States of America. These financial statements are the responsibility
of the Company's management. Our responsibility is to express an opinion on
these financial statements based on our audits. We conducted our audits of these
statements in accordance with the standards of the Public Company Accounting
Oversight Board (United States). Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements, assessing the accounting principles used and significant estimates
made by management, and evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
PricewaterhouseCoopers
Hong Kong,
June 30, 2004
-1-
Bonso Electronics International Inc. and Subsidiaries
Consolidated Balance Sheets
(Expressed in United States Dollars)
March 31
----------------------------------
2003 2004
$ $
Assets
Current assets
Cash and cash equivalents 3,633,528 10,815,279
Restricted cash deposits 4,104,168 4,337
Trade receivables, net 6,191,627 10,389,769
Inventories 12,656,518 10,881,932
Notes receivable 358,188 --
Tax recoverable 52,087 58,464
Deferred income tax assets - current 38,348 52,057
Other receivables, deposits and prepayments 1,166,234 888,658
----------- -----------
Total current assets 28,200,698 33,090,496
----------- -----------
Deposits 551,399 617,056
Deferred income tax assets - non current 128,887 15,178
Goodwill 1,100,962 1,100,962
Brand name 2,597,392 2,397,392
Property, plant and equipment
Leasehold land and buildings 12,505,141 12,446,534
Plant and machinery 12,801,183 15,401,460
Furniture, fixtures and equipment 5,251,171 5,798,190
Motor vehicles 343,068 344,035
----------- -----------
30,900,563 33,990,219
Less: accumulated depreciation and impairment (14,569,165) (17,612,858)
----------- -----------
Property, plant and equipment, net 16,331,398 16,377,361
----------- -----------
Total assets 48,910,736 53,598,445
=========== ===========
Liabilities and shareholders' equity
Current liabilities
Bank overdraft 216,410 156,429
Notes payable 4,818,971 3,244,194
Accounts payable 6,350,527 8,280,039
Accrued charges and deposits 1,827,286 2,951,797
Income taxes payable -- 279,485
Short-term loans 4,727,988 4,599,652
Current portion of long-term debt 235,000 244,528
Current portion of capital lease obligations 247,940 433,869
----------- -----------
Total current liabilities 18,424,122 20,189,993
----------- -----------
Long-term debt, net of current maturities 543,712 613,209
Capital lease obligations, net of current maturities 62,776 544,872
Commitments and contingencies (Notes 6(b) and 12)
Deferred income tax -- 39,718
Minority interests 55,275 14,203
Redeemable common stock
Redeemable common stock par value $0.003 per share
- issued and outstanding shares: 2003 - 180,726;
2004 - 180,726 1,445,808 1,445,808
Shareholders' equity
Preferred stock par value $0.01 per share
- authorized shares - 10,000,000
- issued and outstanding shares: 2003-nil; 2004-nil -- --
Common stock par value $0.003 per share
- authorized shares - 23,333,334
- issued and outstanding shares : 2003-5,529,133,
2004-5,527,639 16,583 16,579
Additional paid-in capital 21,458,376 21,665,801
Deferred consultancy fee -- --
Retained earnings 6,533,224 8,515,793
Accumulated other comprehensive income 409,692 552,469
Common stock held in treasury, at cost -19.900 shares (38,832) --
----------- -----------
28,379,043 30,750,642
----------- -----------
Total liabilities and shareholders' equity 48,910,736 53,598,445
=========== ===========
See notes to these consolidated financial statements
-2-
Bonso Electronics International Inc. and Subsidiaries
Consolidated Statements of Income (Loss) and Comprehensive Income (Loss)
(Expressed in United States Dollars)
Year ended March 31,
2002 2003 2004
-----------------------------------------------------
$ $ $
Net sales 53,303,101 46,330,054 74,706,725
Cost of sales 40,192,242 35,527,943 57,481,103
----------- ----------- -----------
Gross margin 13,110,859 10,802,111 17,225,622
Selling expenses 2,476,285 2,466,653 3,121,900
Salaries and related costs 3,880,274 4,563,453 5,150,345
Research and development expenses 426,364 392,926 739,730
Administration and general expenses 3,411,336 3,956,858 5,709,653
Amortization of brand name 202,608 200,000 200,000
----------- ----------- -----------
Income (loss) from operations 2,713,992 (777,779) 2,303,994
Interest income 166,723 85,178 57,169
Interest expenses (645,045) (532,624) (499,512)
Foreign exchange gains (losses) (39,954) (96,592) 15,081
Other income 181,272 169,456 752,310
Consultancy fee (381,420) (381,420) --
----------- ----------- -----------
Income (loss) before income taxes and minority interest 1,995,568 (1,533,781) 2,629,042
Income tax expense (189,962) (37,314) (401,504)
----------- ----------- -----------
Net income (loss) before minority interest 1,805,606 (1,571,095) 2,227,538
Minority interest -- (72,639) 41,072
----------- ----------- -----------
Net income (loss) 1,805,606 (1,643,734) 2,268,610
Other comprehensive income, net of tax:
Foreign currency translation adjustments net of tax -- 173,720 142,777
----------- ----------- -----------
Comprehensive income (loss) 1,805,606 (1,470,014) 2,411,387
=========== =========== ===========
Earnings (loss) per share
Basic $ 0.32 $ (0.29) $ 0.40
=========== =========== ===========
Diluted $ 0.32 $ (0.29) $ 0.37
=========== =========== ===========
See notes to these consolidated financial statements
-3-
Bonso Electronics International Inc. and Subsidiaries
Consolidated Statements of Changes in Shareholders' Equity
(Expressed in United States Dollars)
Common stock
--------------------------------
Shares Additional Common
issued and Amount paid-in Stock held
outstanding outstanding capital at treasury
----------- ----------- ---------- -----------
$ $ $ $
Balance, March 31, 2001 5,496,133 16,484 21,854,160 (599,000)
Net income -- -- -- --
Amortization of
deferred consultancy fee -- -- -- --
(note 16(c))
Cash dividends declared
on common stock
($0.1 per share) -- -- -- --
Purchase of common stock -- -- -- (102,934)
Retirement of common stock (92,000) (276) (701,658) 701,934
----------- ----------- ----------- -----------
Balance, March 31, 2002 5,404,133 16,208 21,152,502 --
Net loss) -- -- -- --
Amortization of deferred
consultancy fee -- -- -- --
(note 16(c))
Common stock issued
upon acquisition of
a subsidiary 125,000 375 305,874 --
Purchase of common stock -- -- -- (38,832)
Foreign exchange
translation adjustment -- -- -- --
----------- ----------- ----------- -----------
Balance, March 31, 2003 5,529,133 16,583 21,458,376 (38,832)
=========== =========== =========== ===========
Net income -- -- -- --
Common stock issued
upon exercise of warrants 32,982 99 272,003 --
Purchase of common stock (14,576) (43) (25,806) --
Retirement of common stock (19,900) (60) (38,772) 38,832
Dividend paid -- -- -- --
Foreign exchange
translation adjustment -- -- -- --
----------- ----------- ----------- -----------
Balance, March 31, 2004 5,527,639 16,579 21,665,801 --
=========== =========== =========== ===========
-4- (continued)
Bonso Electronics International Inc. and Subsidiaries
Consolidated Statements of Changes in Shareholders' Equity (Continued)
(Expressed in United States Dollars)
Accumulated
other
comprehensive
Deferred income-foreign Total
consultancy Retained currency shareholders'
fee earnings adjustments equity
----------- --------- ----------- -------------
$ $ $ $
Balance, March 31, 2001 (762,840) 6,927,842 235,972 27,672,618
Net income -- 1,805,606 -- 1,805,606
Amortization of
deferred consultancy fee 381,420 -- -- 381,420
(note 16(c))
Cash dividends declared
on common stock
($0.1 per share) -- (556,490) -- (556,490)
Purchase of common stock -- -- -- (102,934)
Retirement of common stock -- -- -- --
----------- ----------- ----------- -----------
Balance, March 31, 2002 (381,420) 8,176,958 235,972 29,200,220
Net loss) -- (1,643,734) -- (1,643,734)
Amortization of deferred
consultancy fee 381,420 -- -- 381,420
(note 16(c))
Common stock issued
upon acquisition of
a subsidiary -- -- -- 306,249
Purchase of common stock -- -- -- (38,832)
Foreign exchange
translation adjustment -- -- 173,720 173,720
----------- ----------- ----------- -----------
Balance, March 31, 2003 -- 6,533,224 409,692 28,379,043
=========== =========== =========== ===========
Net income -- 2,268,610 -- 2,268,610
Common stock issued
upon exercise of warrants -- -- -- 272,102
Purchase of common stock -- -- -- (25,849)
Retirement of common stock -- -- -- --
Dividend paid -- (286,041) -- (286,041)
Foreign exchange
translation adjustment -- -- 142,777 142,777
----------- ----------- ----------- -----------
Balance, March 31, 2004 -- 8,515,793 552,469 30,750,642
=========== =========== =========== ===========
See notes to these consolidated financial statements
-4a-
Bonso Electronics International Inc. and Subsidiaries
Consolidated Statements of Cash Flows
(Expressed in United States Dollars)
Year Ended March 31,
2002 2003 2004
--------- ---------- ---------
$ $ $
Cash flows from operating activities
Net income (loss) 1,805,606 (1,643,734) 2,268,610
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation 2,738,937 3,297,608 2,675,549
Amortization 548,978 550,300 553,491
Impairment -- -- 161,499
Consultancy fee 381,420 381,420 --
Minority interest -- 72,639 (41,072)
Other 8,040 152,929 (407,090)
Changes in assets and liabilities:
Trade receivable 499,236 1,077,932 (4,198,142)
Other receivables, deposits and prepayments (99,911) (111,441) 277,576
Notes receivable 400,691 328,070 358,188
Inventories (932,725) (2,314,599) 1,774,586
Accounts payable 352,023 2,056,513 1,929,512
Accrued charges and deposits (203,540) (2,094,096) 1,274,511
Other (26,286) (45,497) 555,603
----------- ----------- -----------
Net cash provided by operating activities 5,472,469 1,708,044 7,182,821
----------- ----------- -----------
Cash flows from investing activities
Restricted cash deposits (1,098,644) (131,626) 4,099,831
Deposits for property, plant and equipment (16,038) (551,399) (617,056)
Proceeds from disposal of property, plant and
Equipment 26,555 250,103 115,721
Acquisition of property, plant and equipment (756,010) (1,912,056) (2,543,734)
Acquisition of a subsidiary, net of cash acquired (3,044,184) (519,805) --
----------- ----------- -----------
Net cash used in investing activities (4,888,321) (2,864,783) 1,054,762
----------- ----------- -----------
Cash flows from financing activities
Issue of shares on exercise of warrants and options -- -- 272,102
Repurchase of common stock (102,934) (38,832) (25,849)
Proceeds from long-term borrowings -- 488,389 79,025
Principal payments under long-term debt (38,451) (65,245) (140,472)
Capital lease inception/(payments) (681,748) (623,592) 668,025
Net (repayment) advance under banking facilities (2,648,766) 3,151,359 (1,763,094)
Capital contribution by minority shareholder -- 32 --
Payment of dividends to stockholders (556,490) -- (286,041)
----------- ----------- -----------
Net cash (used in) provided by financing activities (4,028,389) 2,912,111 (1,055,832)
----------- ----------- -----------
Net (decrease) increase in cash and cash equivalents (3,444,241) 1,755,372 7,181,751
Cash and cash equivalents, beginning of year 5,322,397 1,878,156 3,633,528
----------- ----------- -----------
Cash and cash equivalents, end of year 1,878,156 3,633,528 10,815,279
=========== =========== ===========
See notes to these consolidated financial statements
-5-
Bonso Electronics International Inc. and Subsidiaries
Notes to Consolidated Financial Statements (continued)
(Expressed in United States Dollars)
2002 2003 2004
$ $ $
Supplemental disclosure of cash flow information
Cash paid during the year for:
Interest paid 645,045 532,624 499,512
Income tax paid, net of refund 204,169 249,873 (21,123)
Non-cash investing and financing activities
Property, plant and machinery acquired 743,821 -- 1,551,119
under capital leases
Acquisition:
Fair value of net assets acquired 1,294,512 (18,107) --
Cash acquired 8,737 (150,728) --
See notes to these consolidated financial statements
-6-
Bonso Electronics International Inc. and Subsidiaries
Notes to Consolidated Financial Statements
(Expressed in United States Dollars)
1 Description of business and significant accounting policies
Bonso Electronics International Inc. ("the Company") and its subsidiaries
(collectively, the "Group") are engaged in the designing, manufacturing and
selling of a comprehensive line of electronic scales and weighing
instruments, electronic consumer products and telecommunication products.
Effective May 1, 2001, the Group acquired 100% of the equity of Korona
Haushaltswaren GmbH & Co. KG ("Korona") from Augusta Technologies AG
("Augusta"). Korona is a German company engaged in the distribution of
electronic scales in Europe.
Effective August 1, 2002, the Group acquired 51% of the equity of Gram
Precision Scales Inc. ("Gram"). Gram is a Canadian company engaged in the
distribution of electronic scales in North America and Europe.
The consolidated financial statements have been prepared in United States
dollars and in accordance with generally accepted accounting principles in
the United States of America. The preparation of consolidated financial
statements requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the dates of the consolidated
financial statements and the reported amounts of revenues and expenses
during the reporting periods. Significant estimates made by management
include provisions made against inventories and trade receivable, and the
valuation of long-lived assets. Actual results could differ from those
estimates.
The significant accounting policies are as follows:
(a) Principles of consolidation
The consolidated financial statements include the accounts of the Group.
All significant intercompany accounts and transactions are eliminated in
consolidation.
Acquisitions of companies have been consolidated from the date on which
control of the net assets and operations was transferred to the Group.
Acquisitions of companies are accounted for using the purchase method of
accounting. Goodwill represents the excess of the purchase cost over the
fair value of assets acquired less liabilities assumed of acquired
companies.
During the financial year ended March 31, 2003, the Group adopted Statement
of Financial Accounting Standard ("SFAS") No. 142 "Goodwill and Other
Intangible Assets", which requires discontinuance of goodwill amortization
and an annual impairment review. Where an indication of impairment exists,
the carrying amount of goodwill is assessed and written down to its
recoverable amount.
(b) Cash and cash equivalents
Cash and cash equivalents are short-term, highly liquid investments with
original maturities of three months or less. Cash equivalents are stated at
cost, which approximates fair value because of the short-term maturity of
these instruments.
-7-
Bonso Electronics International Inc. and Subsidiaries
Notes to Consolidated Financial Statements
(Expressed in United States Dollars)
1 Description of business and significant accounting policies (Continued)
(c) Inventories
Inventories are stated at the lower of cost or net realizable value with
cost determined on a first-in, first-out basis. Net realizable value is the
price at which inventories can be sold in the normal course of business
after allowing for the costs of completion and disposal. Inventories are
reduced by reserves for obsolescence and slow moving parts.
(d) Revenue recognition
No revenue is recognized unless there is persuasive evidence of an
arrangement, the price to the buyer is fixed or determinable, delivery has
occurred and collectibility of the sales price is reasonably assured.
Revenue is recognized when title and risk of loss transfers to the
customer, which is generally when the product is shipped to the customer
from our facility. Shipping costs billed to our customers are included
within revenue. Associated costs are classified in cost of goods sold.
In addition, the products sold by the company are subject to a limited
product quality warranty. The company accrues for estimated incurred but
unidentified quality issues based upon historical activity and known
quality issues if a loss is probable and can be reasonably estimated. The
standard limited warranty period is one to three years. Quality returns are
accounted for as a reduction of revenue. Historically, we have not
experienced material differences between our estimated sales reserves and
actual results.
(e) Long-Lived Assets Including Goodwill and Other Acquired Intangible Assets
Long-lived assets held and used by the Group and intangible assets,
excluding goodwill, are reviewed for impairment whenever events or changes
in circumstances indicate that the carrying amount of such assets may not
be recoverable. The Group evaluates recoverability of assets to be held and
used by comparing the carrying amount of an asset to future net
undiscounted cash flows to be generated by the asset. If such assets are
considered to be impaired, the impairment loss is measured by the amount by
which the carrying amount of the assets exceeds the fair value of the
assets calculated using a discounted future cash flows analysis. For the
year ended March 31, 2004, the Group made a provision for impairment of
approximately $161,000, included in administration and general expenses, on
leasehold land and buildings due to the decline in market value.
Goodwill is subject to an annual impairment review. The evaluation of
goodwill for impairment involves two steps: (1) the identification of
potential impairment by comparing the fair value of a reporting unit with
its carrying amount, including goodwill and (2) the measurement of the
amount of goodwill loss by comparing the implied fair value of the
reporting unit goodwill with the carrying amount of that goodwill and
recognizing a loss by the excess of the latter over the former.
(f) Brand name
Brand name acquired as part of the purchase of a business is capitalized
based on the estimated fair value as at the date of acquisition and
amortized using the straight-line method over the related estimated useful
life of 15 years. Where an indication of impairment exists, the carrying
amount of the brand name is assessed and written down to its recoverable
amount.
(g) Property, plant and equipment
(i) Property, plant and equipment are stated at cost. Leasehold land and
buildings are amortized on a straight-line basis over 15 to 50 years,
representing the shorter of the remaining term of the lease or the
expected useful life to the Group.
(ii) Other fixed assets are carried at cost and depreciated using the
straight-line method over their expected useful lives to the Group.
The principal annual rates used for this purpose are:
Plant and machinery - 14% to 33.3%
Furniture, fixtures and equipment - 20%
Motor vehicles - 20%
-8-
(iii) The cost of major improvements and betterments is capitalized,
whereas the cost of maintenance and repairs is expensed in the year
incurred.
(iv) Any gain or loss on disposal is included in the Consolidated
Statements of Income (Loss) and Comprehensive Income (Loss).
-9-
Bonso Electronics International Inc. and Subsidiaries
Notes to Consolidated Financial Statements
(Expressed in United States Dollars)
1 Description of business and significant accounting policies (Continued)
(h) Trade receivable
Provision is made against trade receivable to the extent that collection is
considered to be doubtful.
(i) Research and development costs
Research and development costs are expensed in the financial period during
which they are incurred.
(j) Advertising
Advertising costs are expensed as incurred and are included within selling
expenses.
(k) Deferred income taxes
Amounts in the consolidated financial statements related to income taxes
are calculated using the principles of SFAS No. 109, "Accounting for Income
Taxes". SFAS No. 109 requires recognition of deferred tax assets and
liabilities for the expected future tax consequences of events that have
been included in the financial statements or tax returns. Under this
method, deferred tax assets and liabilities are determined based on the
temporary differences between the financial reporting basis and tax basis
of assets and liabilities using enacted tax rates in effect for the year in
which the differences are expected to reverse. Future tax benefits, such as
net operating loss carry forwards, are recognized to the extent that
realization of such benefits is more likely than not to occur.
(l) Foreign currency translations
(i) The Group's functional currency is United States dollar. The financial
statements of foreign subsidiaries where United States dollar is the
functional currency and which have certain transactions denominated in
non-United States dollar currencies are translated into United States
dollar at the exchange rates existing on that date. The translation of
local currencies into United States dollars creates transaction
adjustments which are included in net income (loss).
(ii) The financial statements of foreign subsidiaries, where the non-United
States dollar currencies are the functional currencies, are translated
into United States dollars using exchange rates in effect at period
end for assets and liabilities and average exchange rates during each
reporting period for statement of income. Adjustments resulting from
translation of these financial statements are reflected as a separate
component of shareholders' equity in accumulated other comprehensive
income.
-10-
Bonso Electronics International Inc. and Subsidiaries
Notes to Consolidated Financial Statements
(Expressed in United States Dollars)
1 Description of business and significant accounting policies (Continued)
(m) Stock options and warrants
Stock options have been granted to employees, directors and non-employee
directors and warrants have been issued to certain shareholders and
consultants. Upon exercise of the options and warrants, the holder can
acquire share of common stock of the Group at an exercise price determined
by the board of directors. The options are exercisable based on the vesting
terms stipulated in the option agreements or plan. The Group follows the
intrinsic method of accounting for these options. For options and warrants
granted with an exercise price being equal to or higher than the market
price of the common stock on the date of grant, no compensation expense is
recognized in the financial statements.
(n) Warrants issued for non - cash consideration
Warrants issued in consideration for services rendered are recorded at fair
value and a charge equivalent to fair value is included in the Consolidated
Statements of Income (Loss) and Comprehensive Income (Loss).
(o) Recent accounting pronouncements
In May 2003, the Financial Accounting Standards Board ("FASB") issued SFAS
No.150, "Accounting for Certain Financial Instruments with Characteristics
of both Liabilities and Equity". This statement establishes standards for
how an issuer classifies and measures in its statement of financial
position certain financial instruments with characteristics of both
liabilities and equity. In accordance with SFAS No.150, financial
instruments that embody obligations for the issuer are required to be
classified as liabilities. SFAS No. 150 is effective for financial
instruments entered into or modified after May 31, 2003, and otherwise is
effective at the beginning of the first interim period beginning after June
15, 2003. The adoption of this standard did not have a material impact on
the Group's financial statements.
In January 2003, the FASB issued Interpretation No. 46, "Consolidation of
Variable Interest Entities ("VIEs")" ("FIN No. 46"). The primary objective
of FIN No. 46 is to provide guidance on the identification of, and
financial reporting for, entities over which control is achieved through
means other than voting rights; such entities are known as VIEs. FIN No. 46
requires VIEs to be consolidated by the primary beneficiary of the VIEs and
expands disclosure requirements for both VIEs that are consolidated as well
as those within which an enterprise holds a significant variable interest.
FIN No. 46 also explains how to identify VIEs and how an enterprise should
assess its interest in an entity when deciding whether or not it will
consolidate that entity.
The provisions of FIN No. 46 were applicable to variable interests in VIEs
created after January 31, 2003. Variable interests in VIEs created before
February 1, 2003, were originally subject to the provisions of FIN No. 46
no later than July 1, 2003. In October 2003, the FASB issued guidance that
provided for a deferral of the effective date of applying FIN No. 46 to
entities created before February 1, 2003, to no later than December 31,
2003. In addition, the deferral permitted a company to apply FIN No. 46 as
of July 1, 2003, to some or all of the VIEs in which it held an interest,
and the rest on December 31, 2003.
In December 2003, the FASB issued a revision to FIN No. 46 ("FIN No. 46R"),
which clarifies and interprets certain of the provisions of FIN No. 46
without changing the basic accounting model in FIN No. 46. As a Foreign
Private Issuer, the Company must apply the provisions of FIN No. 46R to
those entities considered special purpose entities on January 1, 2004, and
to other entities no later than December 31, 2004. The Company does not
expect the adoption of the standard to have a material impact on the
Company's financial position or results of operations.
-11-
Bonso Electronics International Inc. and Subsidiaries
Notes to Consolidated Financial Statements
(Expressed in United States Dollars)
1 Description of business and significant accounting policies (Continued)
(o) Recent accounting pronouncements (Continued)
In December 2003, the FASB issued Statement of Financial Accounting
Standards No. 132 (revised 2003) ("SFAS No. 132 (revised 2003)"),
Employers' Disclosures about Pensions and Other Postretirement Benefits -
an amendment of FASB Statement No. 87, 88, and 106 which revises employers'
disclosures about pension plans and other postretirement benefits. It does
not change the measurement or recognition of those plans required by SFAS
No. 87, Employers' Accounting for Pensions, SFAS No. 88, Employers'
Accounting for Settlements and Curtailments of Defined Benefit Pension
Plans and for Termination Benefits, and SFAS No. 106, Employers' Accounting
for Postretirement Benefits Other Than Pensions. This statement retains the
disclosure requirements contained in SFAS No. 132, Employers' Disclosures
about Pensions and Other Postretirement Benefits, which it replaces. It
requires additional disclosures to those in the original SFAS No. 132 about
the assets, obligations, cash flows, investment strategy, and net periodic
benefit cost of defined benefit pension plans and other defined benefit
postretirement plans. The required information should be provided
separately for pension plans and for other postretirement benefit plans.
This Statement is effective for financial statements periods ending after
December 15, 2003. The adoption of this statement did not have a material
impact on the Company's consolidated financial statements.
In December 2003, the Securities and Exchange Commission issued SAB No.
104, "Revenue Recognition". SAB No. 104 supersedes SAB No. 101, "Revenue
Recognition in Financial Statements". SAB No. 104's primary purpose is to
rescind accounting guidance contained in SAB No. 101 related to multiple
element revenue arrangements, superseded as a result of the issuance of
Emerging Issues Task Force Issue No. 00-21, "Accounting for Revenue
Arrangements with Multiple Deliverables" ("EITF 00-21"). Additionally, SAB
No. 104 rescinds the Securities and Exchange Commission's Revenue
Recognition in Financial Statements Frequently Asked Questions and Answers
("the FAQ") issued with SAB No. 101 that had been codified in Securities
and Exchange Commission Topic 13, Revenue Recognition. Selected portions of
the FAQ have been incorporated into SAB No. 104. While the wording of SAB
No. 104 has changed to reflect the issuance of EITF 00-21, the revenue
recognition principles of SAB No. 101 remain largely unchanged by the
issuance of SAB No. 104. As a result, the adoption of this pronouncement
did not have any impact on the Company's consolidated financial statements.
2 Allowance for doubtful accounts
Changes in the allowance for doubtful accounts comprises:
2002 2003 2004
$ $ $
Balance, April 1 -- 220,838 421,339
Exchange adjustment -- 28,549 24,076
Acquisition of subsidiary -- 20,027 --
Additions charged to expense 220,838 290,556 187,679
Write-off -- (138,631) (249,324)
-------- -------- --------
Balance, March 31 220,838 421,339 383,770
======== ======== ========
-12-
Bonso Electronics International Inc. and Subsidiaries
Notes to Consolidated Financial Statements
(Expressed in United States Dollars)
3 Inventories
(a) The components of inventories are as follows:
2003 2004
$ $
Raw materials 5,585,392 4,367,216
Work in progress 3,339,078 3,340,770
Finished goods 3,732,048 3,173,946
---------- ----------
12,656,518 10,881,932
========== ==========
Management continuously reviews slow-moving and obsolete inventory and
assesses any inventory obsolescence based on inventory levels, material
composition and expected usage as of that date. During the years ended
March 31, 2002, 2003 and 2004, there were non-cash write-offs of specific
inventories of $Nil, $2,792 and $24,407 respectively.
4 Long-term debt
Long-term debt comprises:
March 31
-----------------------
2003 2004
$ $
Bank loan for acquisition of fixed assets, denominated
in United States dollars, due in February 2006 466,667 306,667
Long term bank loan at bank's floating base rate + 4%,
denominated in Canadian dollars, due in March 2006 108,733 83,327
Mortgage loan at bank's prime interest rate + 1.15%, denominated
in Canadian dollars -- 256,761
Business loans at bank's prime interest rate + 1.10%,
denominated in Canadian dollars -- 37,400
Promissory note for the acquisition of subsidiaries due in
March 2008 (see Note 10) 203,312 173,582
Less: current portion (235,000) (244,528)
-------- --------
Long-term debt, less current maturities 543,712 613,209
======== ========
-13-
Bonso Electronics International Inc. and Subsidiaries
Notes to Consolidated Financial Statements
(Expressed in United States Dollars)
4 Long-term debt (continued)
Long term debt principal repayments are due as follows:
$
2005 244,528
2006 249,105
2007 61,433
2008 55,022
2009 11,628
Thereafter 236,021
--------
Total $857,737
========
5 Taxation
(a) The companies comprising the Group are subject to tax on an entity
basis on income arising in or derived from Hong Kong, the PRC,
Germany, the United States, the United Kingdom and Canada. The current
rates of taxation of the subsidiaries operating in Hong Kong and,
Shenzhen in the PRC are 17.5% and 7.5% respectively. The subsidiary of
the Group in Germany is registered as a partnership in Germany which
is subject to a statutory tax rate of 14.17%. The Group is not subject
to income taxes in the British Virgin Islands. The statutory tax rates
in the United States, the United Kingdom and Canada are 15%, 19.64%,
and 38% respectively.
(b) Pursuant to the relevant income tax laws in the PRC, Bonso Electronics
(Shenzhen) Co., Ltd, a wholly owned subsidiary of the Company, was
fully exempt from PRC state income tax for two years starting from the
first profit-making year followed by a 50% reduction over the ensuing
three years. The first profit-making year of Bonso Electronics
(Shenzhen) Co., Ltd. was deemed to be the financial year ended
December 31, 1998. During the financial year ended March 31, 2004, the
50% reduction was extended for another three years.
(c) The components of the income tax benefit (expense) are as follows:
2002 2003 2004
$ $ $
Deferred income tax benefit (expense) 14,206 76,858 (149,468)
Current income tax expense (204,168) (114,172) (252,036)
-------- -------- --------
Total income tax expense (189,962) (37,314) (401,504)
======== ======== ========
-14-
Bonso Electronics International Inc. and Subsidiaries
Notes to Consolidated Financial Statements
(Expressed in United States Dollars)
5 Taxation (Continued)
(d) Deferred tax assets comprised the following:
2003 2004
$ $
Deferred tax liabilities
Accelerated depreciation (33,626) (43,632)
Deferred tax assets
Tax loss carry forwards 326,158 311,682
Others 38,348 50,614
Less: Valuation allowance (163,645) (251,429)
-------- --------
200,861 110,867
-------- --------
Net deferred tax assets 167,235 67,235
Less: current portion (38,348) (52,057)
-------- --------
Non current portion 128,887 15,178
======== ========
As of March 31, 2004, the Group had accumulated tax losses amounting to
$2,125,574 (the tax effect thereon is $311,682), which may be carried
forward and applied to reduce future taxable income which is earned in or
derived from Hong Kong and Germany. Realization of deferred tax assets
associated with tax loss carry forwards is dependent upon generating
sufficient taxable income prior to their expiration. A valuation allowance
is established against such tax losses when management believes it is more
likely than not that a portion may not be utilized .
As of March 31, 2004, the Group's accumulated tax losses have no definite
period of expiration.
(e) Changes in the valuation allowance consist of:
2002 2003 2004
$ $ $
Balance, April 1 10,149 10,149 163,645
Addition debited to income tax expense -- 153,496 87,784
------- ------- -------
Balance, March 31 10,149 163,645 251,429
======= ======= =======
-15-
Bonso Electronics International Inc. and Subsidiaries
Notes to Consolidated Financial Statements
(Expressed in United States Dollars)
5 Taxation (Continued)
(f) The actual income tax expense attributable to earnings for the years ended
March 31, 2002, 2003 and 2004 differed from the amounts computed by
applying the Hong Kong statutory tax rate in accordance with the relevant
income tax law as a result of the following:
2002 2003 2004
$ $ $
Hong Kong statutory tax rate 16.0% 16.0% 17.5%
Income tax (expense) credit at the Hong
Kong statutory tax rate (319,291) 245,405 (460,082)
Offshore profit not subject to income tax 197,676 27,544 348,194
Expenses not deductible for income tax
purposes (48,049) (66,920) (158,710)
Changes in valuation allowance - (153,496) (87,784)
Over (under) provision for Hong Kong
tax in prior years (18,803) (91,129) (30,987)
Income tax rate differentials (1,495) (27,047) (22,310)
Tax losses utilized - 28,329 10,175
----- ----- -----
Total income tax expense (189,962) (37,314) (401,504)
======== ======= ========
6 Leases
(a) Capital leases
Motor vehicles and plant and machinery include the following amounts for
capitalized leases:
Motor vehicles Plant and machinery
------------------------------ -------------------------------
March 31 March 31
------------------------------ -------------------------------
2003 2004 2003 2004
$ $ $ $
Cost 110,065 110,065 939,049 2,316,002
Less: accumulated amortization (29,351) (51,364) (392,966) (631,388)
---------- ---------- ---------- ----------
80,714 58,701 546,083 1,684,614
========== ========== ========== ==========
-16-
Bonso Electronics International Inc. and Subsidiaries
Notes to Consolidated Financial Statements
(Expressed in United States Dollars)
6 Leases (Continued)
(a) Capital leases (Continued)
During the years ended March 31, 2002, 2003 and 2004, the Group entered
into additional capital lease obligations amounting to $743,821, $Nil and
$1,551,119 respectively.
Future minimum payments under capital leases as of March 31, 2004 with an
initial term of more than one year are as follows:
$
2004 468,889
2005 418,915
2006 174,548
---------
Total minimum lease payments 1,062,352
Less: amount representing interest (83,611)
---------
Present value of net minimum lease payments (including
current portion of $433,869 as of March 31, 2004) 978,741
=========
(b) Operating leases
As of March 31, 2004, future minimum lease commitments in respect of
non-cancellable operating leases for factory, office premises and staff
quarters in Hong Kong, the PRC, Germany, the United States, the United
Kingdom and Canada are as follows:
$
2005 521,819
2006 426,479
2007 271,052
2008 105,006
2009 94,963
Thereafter 227,341
----------
1,646,660
==========
Rental expense for all operating leases amounted to $286,351, $311,417 and
$478,986 for the years ended March 31, 2002, 2003 and 2004, respectively.
-17-
Bonso Electronics International Inc. and Subsidiaries
Notes to Consolidated Financial Statements
(Expressed in United States Dollars)
7 Banking facilities
As of March 31, 2004, the Group had general banking facilities for bank
overdrafts, letters of credit, notes payable, short-term loans and
long-term loans. The facilities are interchangeable with total amounts
available of $28,639,502 (2003: $27,849,377). The general banking
facilities utilized by the Group are denominated in United States dollars,
Hong Kong dollars, Renminbi, Japanese Yen and Canadian dollars.
The Group's general banking facilities, expressed in United States dollars,
are further detailed as follows:
Terms of banking facilities as of
Amount available Amount utilized March 31, 2004
------------------------ --------------------- --------------------------------
March 31 March 31
------------------------ ---------------------
2003 2004 2003 2004 Interest Repayment
$ $ $ $ rate terms
Import and export
Facilities
Letters of credit 12,756,410 15,948,718 5,595,443 3,340,044
Including
sub-limit
of:
Notes payable 12,756,410 15,948,718 4,818,971 3,244,194 Prime rate minus Repayable in
0.5% to Prime full within
rate or four months
HIBOR +2.5%
Short-term loans 12,869,375 10,430,318 4,727,988 4,599,652 Prime rate Repayable in
minus 0.5% full within
or HIBOR twelve months
+2.25% to
HIBOR +2.5%
Other facilities
Bank overdrafts 1,648,192 1,647,257 216,410 156,429 Prime rate or Repayable
HIBOR +0.5% on demand
to Prime rate
plus 0.5% or
0.75%
Long-term loans 575,400 613,209 575,400 613,209 Prime rate +4% Repayable
(Note 4) or HIBOR in full within
+2.25% thirty-six
months
---------- ---------- ---------- ---------
27,849,377 28,639,502 11,115,241 8,709,334
========== ========== ========== =========
-18-
Bonso Electronics International Inc. and Subsidiaries
Notes to Consolidated Financial Statements
(Expressed in United States Dollars)
7 Banking facilities (Continued)
The amounts of banking facilities utilized by the Group are denominated in
the following currencies:
Amount utilized
----------------------------
March 31
2003 2004
$ $
Euro 4,369,800 4,599,651
Hong Kong dollars 1,924,582 1,496,533
Japanese Yen 179,828 38,578
United States dollars 4,315,888 2,040,655
Canadian dollars 325,143 533,917
---------- ----------
11,115,241 8,709,334
========== ==========
The Prime Rate and HIBOR rate were 5% and 1.375% per annum, respectively,
as of March 31, 2004. The Prime Rate is determined by the Hong Kong Bankers
Association and is subject to revision from time to time.
The banking facilities are collateralized by the following:
(a) a legal charge over leasehold properties of the Group with net book
value of $2,962,207 (2003: $3,521,810);
(b) bank guarantee of $5,124,430 (2003:$ 6,178,615) and restricted cash
deposits of $4,337 (2003: $4,104,168). The restricted cash deposits
have original maturities of less than three months;
(c) a legal charge over certain assets of one of the Group's subsidiaries;
and
(d) a personal guarantee of $102,000 (2003: $102,000) by a director of one
of the Group's subsidiaries.
The weighted average interest rate of short-term borrowings of the Group is
as follows:
Year ended March 31
-------------------------
2003 2004
Bank overdrafts 5.45% 5.25%
Notes payable 5.05% 4.33%
Short-term loans 5.05% 4.33%
-19-
Bonso Electronics International Inc. and Subsidiaries
Notes to Consolidated Financial Statements
(Expressed in United States Dollars)
8 Related party transactions
(a) The Group paid emoluments, commissions and/or consultancy fees to its
directors as follows:
Year ended Mr. So Hung Gun, Ms. Pang Kit Mr. Chung Kim
March 31 Anthony Teng, Cathy Wah
2002 $559,672 (iii) $109,497 $140,016(ii)
2003 $671,836 (iii) $125,262 $149,606(ii)
2004 $630,821 (iii) $128,015 $152,554(ii)
Mr. Fok Woo Mr. George Mr. J Stewart Mr. Henry
Ping O'Leary Jackson Schlueter
2002 Nil $165,000(i) Nil $108,379(iv)
2003 Nil $180,000(i) Nil $142,870(iv)
2004 Nil $172,125(i) Nil $230,909(iv)
(i) This represented consultancy fee paid to Mr. George O'Leary. Since
April 1, 2001, a monthly consultancy fee was paid to Mr. O'Leary for
provision of support and marketing services in the United States.
(ii) Included in the emoluments is a housing allowance for $38,462 for each
of the three years in the period ended March 31, 2004 payable to a
company in which Mr. Chung Kim Wah has a beneficial interest.
(iii) Apart from the emoluments paid by the Group as shown above, one of
the properties of the Group in Hong Kong is also provided to Mr. So
Hung Gun, Anthony as part of his compensation.
(iv) Mr. Henry Schlueter was appointed as a director of the Company on
October 10, 2001. The amount for the years ended March 31, 2002, 2003
and 2004 represented professional fees paid to Schlueter & Associates,
P.C., the Group's SEC counsel in which Mr Henry Schlueter is one of
the principals.
(b) For the year ended March 31, 2004, the Group sold scales to Tantric Europe
Ltd. ("Tantric") amounting to $15,900. Tantric is 50% owned by Mohan
Thadani the Chief Executive Officer and minority shareholder of one of the
subsidiaries of the Company.
-20-
Bonso Electronics International Inc. and Subsidiaries
Notes to Consolidated Financial Statements
(Expressed in United States Dollars)
9 Provident fund plan
(a) With effect from January 1, 1988, Bonso Electronics Limited ("BEL"), a
wholly-owned foreign subsidiary of the Company, implemented a defined
contribution plan (the "Plan") with a major international assurance company
to provide life insurance and retirement benefits for its employees. All
permanent full time employees who joined BEL before December 2000,
excluding factory workers, are eligible to join the provident fund plan.
The Mandatory Provident Fund (the "MPF") was introduced by the Hong Kong
Government, and commenced in December 2000. BEL joined the MPF by
implementing a plan with a major international assurance company. All
permanent Hong Kong full time employees who joined BEL in or after December
2000, excluding factory workers, are eligible to join the MPF.
(b) Members of the Plan are required to contribute 5% of their monthly salary.
The contribution by BEL is as follows:
Years of service % of salary as BEL's contribution
---------------- ---------------------------------
Less than 5 years 5.0%
5 to 10 years 7.5%
More than 10 years 10.0%
Members' and employers' contributions to the MPF are both at 5% of the
members' monthly salaries and are subject to a maximum contribution of
HK$1,000 monthly.
(c) At normal retirement age, death or ill health, the member shall be entitled
to receive from the Plan a lump sum equal to the total of the member's and
BEL's contributions plus the return on their investment. On resignation
prior to normal retirement age, a member shall be entitled to receive from
the Plan a lump sum equal to the member's contributions plus a percentage
of the employer's balance determined in accordance with a predetermined set
scale.
On resignation or at normal retirement age, death or ill health, the member
of the MPF shall be entitled to a lump sum equal to the total of the
member's and BEL's contributions plus the return on their investment.
(d) BEL's total contributions to the Plan and the MPF for the years ended March
31, 2002, 2003 and 2004 amounted to $78,995, $73,945 and $77,402,
respectively.
-21-
Bonso Electronics International Inc. and Subsidiaries
Notes to Consolidated Financial Statements
(Expressed in United States Dollars)
10 Business acquisition
Acquisition of Korona
Effective May 1, 2001, the Group acquired 100% of the equity of Korona from
Augusta. Korona is a German company engaged in the distribution of
electronic scales in Europe.
The acquisition was accounted for using the purchase method of accounting.
Under purchase accounting, the total purchase price has been allocated to
the acquired assets and liabilities of Korona based on management's best
estimate of the fair value of assets acquired and the liabilities assumed
as of May 1, 2001. Due to legal restrictions on the timing of the transfer
of the title of certain assets, the net assets purchased included a
warehouse and an investment in a wholly owned subsidiary of Korona. As
required under the terms of the sale and purchase agreement, in June and
July 2001, respectively, Augusta repurchased the warehouse and the
investment from Korona at their approximate net book values for cash.
The purchase consideration included cash consideration of $2,730,000 and
common stock consideration by issuance of 180,726 shares of restricted
common stock based on an agreed-upon price of $8.00 per share pursuant to
the Stock Purchase Agreement (the "Agreement") with Augusta. For accounting
purposes, the issue of the shares was originally recorded at the value of
$5.00 per share, based on the average price per share for a total of 5 days
before and after the completion date of the acquisition. Under the terms of
the Agreement the Company had an obligation to register the common stock
with the United States Securities and Exchange Commission (the "SEC"). The
Agreement gave Augusta the right to redeem the common stock if the
registration of the stock had not cleared the SEC by January 31, 2002. The
Company filed a registration statement to register the common stock held by
Augusta which was declared effective by the SEC on March 7, 2002. In March
2002, Augusta exercised the repurchase obligation requesting to repurchase
the 180,726 shares of common stock to the Company in exchange for a
promissory note of $1,445,808, repayable in nine monthly payments which
would have commenced April 1, 2002 and bearing interest at a rate of 8% per
annum which would result in an interest cost of approximately $50,000 for
the whole period of the promissory note.
As the redemption option was exercised by Augusta prior to March 31, 2002,
the Group has adjusted the carrying amount of the redeemable common stock
to the full redemption amount. The adjustment of $542,178 to accrete to the
value of the promissory note of $1,445,808 was treated as an adjustment to
the original purchase price and resulted in the recognition of goodwill.
On October 22, 2002, Augusta filed a request for arbitration in the state
of New York and on January 13, 2003, the Group filed its answer to
Augusta's request for arbitration asserting that Augusta breached the
agreement and the implied duty of good faith and fair dealing by
withholding consent from Korona's auditors for the release of Korona's
financial statements. In September 2003, a three-member panel of the
arbitration tribunal heard testimony from the Group and Augusta during a
two-day hearing.
On January 13, 2004, the arbitration tribunal issued a partial award in
favor of Augusta, finding that while Augusta did cause the accountants to
delay beginning work on the reconciliation of Korona's financial to U.S.
GAAP, that delay was not the cause of the Group's failure to get the stock
registered by the deadline. The arbitration tribunal awarded Augusta
reasonable costs associated with the arbitration. On February 5, 2004, the
Group filed a notice of intent to pursue further defenses not resolved in
the partial award. In April 2004, a further hearing was held before the
arbitration tibunal during which the Group argued its additional defenses.
If the Group is unsuccessful with its additional defenses in the
arbitration, the Group may be obligated to exchange the stock for the
promissory note, to be repaid with accrued interest, and may be required to
reimburse Augusta its attorney fees and expenses incurred in the
arbitration.
Management believes that it is probable that the final award in relation to
the additional defenses will be in favor of Augusta. As a result, a
provision of US$1.2 million was made in the Consolidated Statements of
Income (Loss) and Comprehensive Income (Loss) for the year ended March 31,
2004 to account for the accrued interest, attorney fees and expenses
arising from the arbitration. Management considers that the provision being
made is adequate but not excessive.
-22-
Bonso Electronics International Inc. and Subsidiaries
Notes to Consolidated Financial Statements
(Expressed in United States Dollars)
10 Business acquisition (continued)
The allocation of the purchase price is as follows:
$
Cash consideration 2,730,000
Common stock consideration 1,445,808
Less: Fair value of net assets acquired (1,294,512)
Less: Fair value of brand name (3,000,000)
Less: Cash received for the warehouse and investment (1,176,975)
Plus: Book value of warehouse and investment 1,176,975
Plus: Transaction and closing costs 376,845
---------
Goodwill 258,141
=========
The Group incurred additional transaction costs in the year ended March 31,
2003 related to the acquisition of Korona, which have resulted in an
increase to goodwill of $53,924. No amortization charge related to goodwill
was incurred during the current financial year.
Acquisition of Gram
As part of the Group's ongoing expansion of its sensor-based product
business, effective August 1, 2002, the Group acquired 51% of the equity of
Gram. Gram is a Canadian company engaged in the distribution of electronic
scales in North America and Europe.
The acquisition was accounted for using the purchase method of accounting.
Under purchase accounting, the total purchase price has been allocated to
the acquired assets and liabilities of Gram based on management's best
estimate of the fair value of assets acquired and the liabilities assumed
as of August 1, 2002.
The allocation of the purchase price is as follows:
$
Cash consideration 230,644
Promissory note 203,312
Common stock consideration 306,250
Plus: Fair value of net liabilities acquired 35,503
Less: Minority shareholders' interest (17,396)
Plus: Transaction and closing costs 84,508
--------
Goodwill 842,821
=======
Total consideration consisted of cash, common stock and a promissory note
issued to Gram. The value of the common stock issued (125,000 shares at
$2.45 each) was determined based on the market price of the Group's stock
on the date of the acquisition, which was also the date the terms of
acquisition were agreed to and announced. The total promissory note of
$231,000 is unsecured, non-interest bearing and repayable in five yearly
installments through March 31, 2008 (see Note 4). The value at acquisition
of $203,312 was calculated based on an imputed interest rate of 4%. The
goodwill above arose on August 1, 2002 and is not amortized but subject to
annual impairment review.
-23-
Bonso Electronics International Inc. and Subsidiaries
Notes to Consolidated Financial Statements
(Expressed in United States Dollars)
11 Goodwill and Brand name
Goodwill and brand name are analysed as follows:
Goodwill Brand name
-------- ----------
March 31 March 31
-------- --------
2003 2004 2003 2004
$ $ $ $
Cost 1,100,962 1,100,962 3,000,000 3,000,000
Less: accumulated amortization -- -- (402,608) (602,608)
---------- ---------- ---------- ----------
1,100,962 1,100,962 2,597,392 2,397,392
========== ========== ========== ==========
The Group adopted SFAS No. 142 during the year ended March 31, 2003.
Goodwill of the Group of $204,217 and $1,100,962 as at March 31, 2003 and
2004 respectively was not subject to amortization. Amortization expense
related to brand name was $202,608, $200,000 and $200,000 for the years
ended March 31, 2002, 2003 and 2004, respectively.
12 Commitments and contingencies
(a) As of March 31, 2004, the Group had commitments to acquire plant and
machineries from third parties for an aggregate consideration of
$143,404 (2003: $125,882), of which $71,875 (2003: $40,759) had been
paid as deposits.
(b) The dispute with Augusta was discussed in Note 10.
(c) Vector Distribution System Inc., a subsidiary of Gram, was subject to two
cases of lawsuits for alleged patent infringement. The Group considers the
possibility of an unfavourable outcome to be remote and as such have not
made any provision for these cases as at March 31, 2004.
(d) Litigation
Jefferson County Colorado Litigation
On August 20, 2003, the Company and three of the Company's directors were
served with a copy of a Complaint filed on July 23, 2003 in District Court
of Jefferson County, State of Colorado, Case No. 03CV2505. Plaintiffs Doug
Moreland, William Pinard, Richard Pinard, Leigh Investment Company, LP,
Patricia Johnson, Jason Pinard and Larry Rowe (collectively the
"Plaintiffs") named Anthony So, George O'Leary, Henry F. Schlueter, Cathy
Pang, and John Stewart Jackson (the "Individual Defendants") and the
Company as defendants in the case.
On September 26, 2003, the Company and the Individual Defendants filed a
motion to dismiss the Complaint for lack of standing, failure to state a
claim, and failure to comply with the appropriate procedural requirements
for out of state defendants instituting and maintaining a legal action in
the state of Colorado.
-24-
Bonso Electronics International Inc. and Subsidiaries
Notes to Consolidated Financial Statements
(Expressed in United States Dollars)
12 Commitments and contingencies (Continued)
(d) Litigation (Continued)
On October 30, 2003, the Plaintiff's filed an amended complaint (the
"Amended Complaint") with the substantially the same factual allegations as
asserted in the original Complaint. The Amended Complaint alleged
derivative claims (the "Derivative Claims") against the Individual
Defendants for breaches of fiduciary duties for: (i) insider selling and
misappropriation of information, (ii) dissemination of misleading and
inaccurate information and (iii) waste of corporate assets. The Derivative
Claims allege that the Company has sustained damages as a result of the
Individual Defendants actions. The Amended Complaint sought disgorgement of
all profits realized by the Individual Defendants, the imposition of a
constructive trust in favor of the Company for the amount of profits
received by the Individual Defendants as a result of their sales of the
Company's stock and damages in favor of the Company for breaches of the
Individual Defendants fiduciary duties. In response, the Company engaged an
independent counsel to review the validity and appropriateness of the
Derivative Claims.
The Amended Complaint also alleged individual claims (the "Individual
Claims") against the Individual Defendants for breach of fiduciary duty
against the individual defendants for: (i) insider selling and
misappropriation of information, (ii) dissemination of misleading and
inaccurate information, (iii) negligent misrepresentations, and (iv) fraud.
On November 20, 2003, the Company and the Individual Defendants filed a
motion to dismiss the Amended Complaint for lack of standing and failure to
comply with the appropriate procedural requirements for out of state
defendants instituting and maintaining a legal action in the state of
Colorado. On January 8, 2004, the Court entered an Order denying
Defendants' motion to dismiss but requiring the non-resident Plaintiff to
file a cost bond.
Thereafter, Defendants filed a Verified Second Amended Complaint (the
"Second Amended Complaint") on January 21, 2004. While the Second Amended
Complaint asserts essentially the same derivative and direct claims as the
Amended Complaint, it includes new factual allegations concerning the
Company's December 17, 2003 announcement to extend the expiration date of
its December 31, 2003 warrants (the "Warrants") and reduce the exercise
price. Specifically, the Plaintiffs allege, upon information and belief,
that one or more of the Individual Defendants purchased warrants between
November 11, 2003 and December 17, 2003 based on information that the
Warrants would be extended and the strike price would be reduced. The
Company is currently proceeding with discovery in this matter. As with each
of the previous complaints filed by Plaintiffs, the Company and the
Individual Defendants believe there is no basis for the claims asserted in
the Second Amended Complaint and both intend to defend this action
vigorously.
-25-
Bonso Electronics International Inc. and Subsidiaries
Notes to Consolidated Financial Statements
(Expressed in United States Dollars)
13 Earnings per share
Year ended March 31
------------------------------------------------------
2002 2003 2004
$ $ $
Income (loss) available to common
shareholders 1,805,606 (1,643,734) 2,268,610
Weighted average shares outstanding 5,586,920 5,599,238 5,702,015
Incremental shares from assumed
exercise of:
Warrants -- -- 3,746
Stock options 65,932 -- 354,503
---------- ---------- ----------
Dilutive potential common shares 65,932 -- 358,249
---------- ---------- ----------
Diluted weighted average shares 5,652,852 5,599,238 6,060,264
========== ========== ==========
Basic earnings (loss) per share $ 0.32 $ (0.29) $ 0.40
Diluted earnings (loss) per share $ 0.32 $ (0.29) $ 0.37
Basic earnings per share is computed by dividing net income/(loss)
available to common shareholders by the weighted average number of shares
of common stock issued and outstanding. Diluted earnings per share is
computed in a manner consistent with that of basic earnings per share while
giving effect to all potentially dilutive shares of common stock that were
outstanding during the period, including warrants and stock options.
Options to purchase 30,000 shares, 228,000 shares and 20,000 shares of
common stock at $7.875, $8.00 and $8.125 per share, respectively, were
outstanding as at March 31, 2004 but were not included in the calculation
of diluted earnings per share during the year ended March 31, 2004 due to
their anti-dilutive effect.
-26-
Bonso Electronics International Inc. and Subsidiaries
Notes to Consolidated Financial Statements
(Expressed in United States Dollars)
14 Shareholders' equity
(a) Repurchase of common stock
In April 2001, the Board of Directors authorized the repurchase of the
common stock of the Company up to a total consideration of $500,000. The
Board of Directors believed that the common stock was undervalued, and that
the repurchase of common stock would be beneficial to the Company's
shareholders. Between April 2001 to October 2001, the Company repurchased
17,000 shares of the Company's common stock at an average cost of $6.05 per
share, for a total cost of $102,934.
In October 2001 and March 2002, 15,000 shares and 2,000 shares,
respectively of the repurchased common stock were cancelled, and returned
to the status of authorized but un-issued shares.
Between December 2002 to March 2003, the Company repurchased 19,900 shares
of the Company's common stock at an average cost of $1.95 per share, for a
total cost of $38,832.
Between April 2003 to June 2003, the Company repurchased 14,576 shares of
the Company's common stock at an average cost of $1.77 per share, for a
total cost of $25,849. Between September 2003 and October 2003, 34,476
shares of the repurchased common stock were cancelled, and returned to the
status of authorized but un-issued shares.
(b) Preferred stock
On October 10, 2001, the Company's Memorandum and Articles of Association
were amended such that the authorized share capital of the Company was
increased by $100,000 by the creation of 10,000,000 shares of preferred
stock, with par value of $0.01 each, divided into 2,500,000 shares each of
class A preferred stock, class B preferred stock, class C preferred stock
and class D preferred stock. Shares may be issued within each class from
time to time by the Company's Board of Directors in its sole discretion
without the approval of the shareholders with such designations, power,
preferences, rights, qualifications, limitation and restrictions as the
Board of Directors shall fix and as have not been fixed in the Company's
Memorandum of Association. The Company has not issued any shares of
preferred stock up to March 31, 2004.
-27-
Bonso Electronics International Inc. and Subsidiaries
Notes to Consolidated Financial Statements
(Expressed in United States Dollars)
15 Stock option plan
(a) Effective February 10, 2004, the Corporation's Board of Directors adopted
and approved the Corporation's 2004 Stock Option Plan (the "2004 Plan").
The 2004 Plan authorizes the granting of up to six hundred thousand
(600,000) shares of the Company's Common Stock in the form of stock
options, subject to certain adjustments as described in the 2004 Plan. The
2004 Plan is administered by a committee appointed by the Board of
Directors which consists of at least two but not more than three members of
the Board, one of who shall be a non-employee of the Corporation. The
exercise price of options granted under the 2004 Plan may be less than the
fair market value of the common shares on the date of grant. The maximum
term of options granted under the 2004 Plan is 10 years.
In October 1996, the Board of Directors approved the 1996 Stock Option Plan
and 1996 Non-Employee Directors' Stock Option Plan. Under the 1996 Stock
Option Plan, the Company may grant options of common stock to certain
employees and directors of the Company for a maximum of 900,000 shares. The
1996 Stock Option Plan is administered by a committee appointed by the
Board of Directors which determines the terms of options granted, including
the exercise price, the option periods and the number of shares to be
subject to each option. The exercise price of options granted under the
1996 Stock Option Plan may be less than the fair market value of the common
shares on the date of grant. The maximum term of options granted under the
1996 Stock Option Plan is 10 years. The right to acquire the common shares
is not assignable except for certain conditions stipulated in the 1996
Stock Option Plan.
Under the 1996 Non-Employee Directors' Stock Option Plan, the non-employee
directors are automatically granted stock options on the third business day
following the day of each annual general meeting of the Company to purchase
an aggregate of 600,000 shares of common stock. The exercise price of all
options granted under the 1996 Non-Employee Directors' Stock Option Plan
shall be one hundred percent of the fair market value per share of the
common shares on the date of grant. The maximum term of options granted
under the 1996 Non-Employee Directors' Stock Option Plan is 10 years. No
stock option may be exercised during the first six months of its term
except for certain conditions provided in the 1996 Non-Employee Directors'
Stock Option Plan. The right to acquire the common shares is not assignable
except for under certain conditions stipulated in the 1996 Non-Employee
Directors' Stock Option Plan.
In January 2000, the Company granted options to certain employees to
purchase an aggregate of 23,700 shares of common stock of the Company at an
exercise price of $8.00 per share, which was equal to the market value on
the date of grant, in accordance with the 1996 Stock Option Plan. The
options shall expire on January 6, 2010 and can be exercised at any time
immediately after granting. None of the options were exercised during the
year ended March 31, 2000, and 13,700 stock options were exercised to
purchase 7,023 shares of common stock of the Company during the year ended
March 31, 2001. None of such options have been exercised during the years
ended March 31, 2002, 2003 and 2004.
-28-
Bonso Electronics International Inc. and Subsidiaries
Notes to Consolidated Financial Statements
(Expressed in United States Dollars)
15 Stock option plan (Continued)
In January 2000, the Company issued options to the directors and an
employee of the Company to purchase an aggregate of 218,000 shares of
common stock of the Company at an exercise price of $8.00. The options
shall expire on January 6, 2010 and can be exercised at any time after
granting. The exercise prices of these options were equal to the fair
market value at the time of grant. None of such options have been exercised
during the years ended March 31, 2002, 2003 and 2004.
In January 2000, the Company issued options to two non-employee directors
in accordance with the 1996 Non-Employee Directors' Stock Option Plan to
purchase an aggregate of 20,000 shares of the common stock of the Company
at an exercise price of $8.125 per share, which was equal to the market
value on the date of grant. The options shall expire on January 12, 2010
and can be exercised at any time immediately after granting. None of such
options have been exercised during the years ended March 31, 2002, 2003 and
2004.
In January 2001, the Company issued options to three non-employee directors
in accordance with the 1996 Non-Employee Directors' Stock Option Plan to
purchase an aggregate of 30,000 shares of the common stock of the Company
at an exercise price of $7.875 per share, which was equal to the market
value on the date of grant. The options shall expire on January 9, 2011 and
can be exercised at any time after granting. None of the options have been
exercised during the years ended March 31, 2002, 2003 and 2004.
In April 2001, the Company issued options to certain directors and certain
employees of the Company to purchase an aggregate of 196,000 shares of
common stock of the Company at an exercise price of $3.65. The options
shall expire on April 9, 2011 and can be exercised at any time after
granting. The exercise prices of these options were equal to the fair
market value at the time of grant. No such options have been exercised
during the years ended March 31, 2002, 2003 and 2004.
In October 2001, the Company issued options to certain non-employee
directors of the Company to purchase an aggregate of 30,000 shares of
common stock of the Company at an exercise price of $2.55. The options
shall expire on October 15, 2011 and can be exercised at any time after
granting. The exercise prices of these options were equal to the fair
market value at the time of grant. No such options have been exercised
during the years ended March 31, 2002, 2003 and 2004.
In March 2002, the Company issued options to certain directors of the
Company to purchase an aggregate of 168,000 shares of common stock of the
Company at an exercise price of $2.50. The options shall expire on March 6,
2012 and can be exercised at any time after granting. The exercise prices
of these options were equal to the fair market value at the time of grant.
No such options have been exercised during the years ended March 31, 2002,
2003 and 2004.
In April 2003, the Company issued options to certain directors and
non-employee directors of the Company to purchase an aggregate of 372,500
shares of common stock of the Company at an exercise price of $1.61. The
options shall expire on March 31, 2013 and can be exercised at any time
after granting. The exercise prices of these options were equal to the fair
market value at the time of grant. No such options have been exercised
during the year ended March 31, 2004.
In March 2004, the Company issued options to certain non-employee directors
of the Company to purchase an aggregate of 40,000 shares of common stock of
the Company at an exercise price of $6.12. The options shall expire on
March 25, 2014 and can be exercised at any time after granting. The
exercise prices of these options were equal to the fair market value at the
time of grant. No such options have been exercised during the year ended
March 31, 2004.
-29-
Bonso Electronics International Inc. and Subsidiaries
Notes to Consolidated Financial Statements
(Expressed in United States Dollars)
15 Stock option plan (Continued)
(b) The stock options summary as of March 31, 2004 is as follows:
Average per share
Number Exercise Market
of shares price price
Balance March 31, 2001 278,000 $ 7.996 $ 7.996
Granted 394,000 $ 3.076 $ 3.076
--------- ---------- ----------
Balance, March 31, 2002 and 2003 672,000 $ 5.11 $ 5.11
Granted 412,500 $ 2.05 $ 2.05
--------- ---------- ----------
Balance, March 31, 2004 1,084,500 $ 3.95 $ 3.95
========= ========== ==========
(c) The following table summarizes the information about all stock options of
the Company outstanding as at March 31, 2004:
Weighted
Number average Exercisable
Weighted average outstanding at remaining life shares at
exercise price March 31, 2004 (years) March 31, 2004
-------------- -------------- ------- --------------
$1.61 372,500 9.0 372,500
$2.50 168,000 8.9 168,000
$2.55 30,000 7.5 30,000
$3.65 196,000 7.0 196,000
$6.12 40,000 10 40,000
$7.875 30,000 6.8 30,000
$8.00 228,000 5.8 228,000
$8.125 20,000 5.8 20,000
--------- ---------
$3.95 1,084,500 7.7 1,084,500
========= =========
-30-
Bonso Electronics International Inc. and Subsidiaries
Notes to Consolidated Financial Statements
(Expressed in United States Dollars)
15 Stock option plan (Continued)
(d) The Company applies Accounting Principles Board ("APB") Opinion No. 25,
"Accounting for Stock Issued to Employees" and related interpretations in
accounting for its employee stock options. Under APB Opinion No. 25, as the
exercise price of all the options issued by the Company was equal to or
higher than the market price of the underlying stock on the date of grant,
no compensation expense has been recognized for the years ended March 31,
2002, 2003 and 2004.
Pro forma information regarding net income and earnings per share is
required by SFAS No. 123 "Accounting for Stock-Based Compensation", and has
been determined as if the Company had accounted for its employee stock
options under the fair value method of SFAS No. 123. The weighted average
fair value of options granted during the years ended March 31, 2002, 2003
and 2004 were $939,314, $0 and $844,525, respectively. The fair value for
these options was estimated at the date of grant using a Black-Scholes
Option Valuation model with the following weighted-average assumptions for
the years ended March 31, 2002, 2003 and 2004:
2002 2003 2004
$ $ $
Weighted risk-free interest rate 4.55% N/A 2.83%
Dividend yield -- -- 1.53%
Weighted volatility factor of the expected market
price of the Company's common share 102.35% N/A 98.24%
Weighted average expected life of the option 5 years N/A 5 years
For purposes of pro forma disclosure, the estimated fair value of the
options is charged to net income (loss) of the respective years. The
Group's pro forma information is as follows:
2002 2003 2004
$ $ $
Net income (loss) as reported 1,805,606 (1,643,734) 2,268,610
Deduct:
Total stock-based employee compensation expense
determined under fair value based method for all
stock options, net of related tax effects
(939,314) -- (844,525)
------------- ------------- -------------
Pro forma net income (loss) 866,292 (1,643,734) 1,424,085
Basic earnings (losses) per share
As reported $ 0.32 $ (0.29) $ 0.40
Pro forma $ 0.16 $ (0.29) $ 0.25
Diluted earnings (losses) per share
As reported $ 0.32 $ (0.29) $ 0.37
Pro forma $ 0.15 $ (0.29) $ 0.23
-31-
Bonso Electronics International Inc. and Subsidiaries
Notes to Consolidated Financial Statements
(Expressed in United States Dollars)
16 Warrants
(a) On January 5, 2000, the Company declared a one-for-one warrant dividend on
all warrants which either were outstanding as of the close of trading on
January 19, 2000 or which were exercised during the period commencing on
November 22, 1999 and ending at the close of trading on January 19, 2000. A
total of 2,174,403 new warrants were issued accordingly on June 1, 2000.
Each two new warrants were exercisable to purchase 1 share of common stock
of the Company at an exercise price of $17.50, which was equal to the
market price on that date. The warrants originally expired on December 31,
2001. In October 2001, our board of directors extended the expiration date
until December 31, 2002, and in July 2002, extended the expiration date
until December 31, 2003. On December 17, 2003 the Board of Directors
extended the expiration date until February 13, 2004 and the exercise price
was reduced from $17.50 to $8.25. No warrants were exercised during the
fiscal years ended March 31, 2002 and 2003. During the fiscal year ended
March 31, 2004, 65,964 warrants were exercised and 32,982 shares of common
stock of the Company were issued. The remaining 2,108,439 warrants expired
on February 13, 2004.
(b) On January 14, 2000, the Company entered into an agreement with Profit
Concepts Limited ("Profit Concepts"), which provided consulting services to
the Company. The agreement provided for the issuance by the Company to
Profit Concepts of 250,000 non-callable warrants to purchase 250,000 shares
of the Company's common stock at $8.00 per share, which was equal to the
market price on that date. Profit Concepts was to provide advisory services
to the Company and the warrants were exercisable for a period of three
years from January 14, 2000. Profit Concepts exercised 50,000 warrants and
were issued 50,000 shares of the Company's common stock at $8.00 per share
during the year ended March 31, 2001. The remaining warrants expired on
January 13, 2003 and no additional warrants were exercised.
The fair value of the warrants on the date of issue was $1,144,260 and was
recognized as consultancy fee in the Consolidated Statements of Income
(Loss) and Comprehensive Income (Loss) on a straight-line basis over the
period of services by Profit Concepts which commenced on July 1, 2000 and
concluded on January 13, 2003. The consultancy fee charged to the
Consolidated Statements of Income (Loss) and Comprehensive Income (Loss)
amounted to $381,420, $381,420 and $381,420 for the years ended March 31,
2001, 2002 and 2003 respectively.
-32-
Bonso Electronics International Inc. and Subsidiaries
Notes to Consolidated Financial Statements
(Expressed in United States Dollars)
17 Business segment information
(a) The Group is organized based on the products it offers. Under this
organizational structure, the Group's operation can be classified into four
business segments, Scales, Telecommunications products, Health care
products and Other.
Scales operations principally involves production and marketing of sensor
based scales products. These include bathroom, kitchen, office, jewelry,
laboratory, postal and industrial scales that are used in consumer,
commercial and industrial applications.
Telecommunication products operations principally involve production and
modification of two-way radios and cordless telephones that are used in
consumer and commercial applications.
Health care products operations principally involve production of
thermometers and blood pressure meters used by consumers.
The Group established the "Other" segment which principally includes the
activities of (i) tooling and mould charges for scales and
telecommunication products, and (ii) supporting service to customers
including performing repair work for customers and sales of spare parts.
The accounting policies of the Group's reportable segments are the same as
those described in the description of business and significant accounting
policies.
-33-
Bonso Electronics International Inc. and Subsidiaries
Notes to Consolidated Financial Statements
(Expressed in United States Dollars)
17 Business segment information (Continued)
Summarized financial information by business segment for 2002, 2003 and
2004 is as follows:
Identifiable Depreciation
Net Operating assets as of and Capital
sales profit/(loss) March 31 amortization expenditure
----- ------------- ----------- ------------ -----------
$ $ $ $ $
2004
----
Scales 46,211,039 5,827,669 27,443,213 1,566,913 2,628,677
Telecommunication products 27,450,322 1,026,131 8,718,211 1,238,270 181,237
Health care products -- -- -- -- --
Other 1,045,364 173,870 716,479 58,078 114,700
---------- ---------- ---------- ---------- ----------
Total operating segments 74,706,725 7,027,670 36,877,903 2,863,261 2,924,614
Corporate -- (4,723,676) 16,720,542 365,779 60,860
---------- ---------- ---------- ---------- ----------
Group 74,706,725 2,303,994 53,598,445 3,229,040 2,985,474
========== ========== ========== ========== ==========
2003
----
Scales 27,443,774 3,855,701 24,672,560 2,019,590 837,113
Telecommunication products 15,729,490 94,623 7,158,520 1,177,268 66,310
Health care products -- -- -- -- --
Other 3,156,790 290,626 1,403,184 183,356 84,354
---------- ---------- ---------- ---------- ----------
Total operating segments 46,330,054 4,240,950 33,234,264 3,380,214 987,777
Corporate -- (5,018,729) 15,676,472 467,694 940,317
---------- ---------- ---------- ---------- ----------
Group 46,330,054 (777,779) 48,910,736 3,847,908 1,928,094
========== ========== ========== ========== ==========
2002
----
Scales 33,451,978 6,990,999 21,403,551 1,266,122 919,550
Telecommunication products 17,359,570 821,153 6,677,075 1,109,584 610,533
Health care products 81,660 1,110 2,499 233 202
Other 2,409,893 1,762,854 3,967,575 370,670 320,493
---------- ---------- ---------- ---------- ----------
Total operating segments 53,303,101 9,576,116 32,050,700 2,746,609 1,850,778
Corporate -- (6,862,124) 12,400,377 541,306 934,993
---------- ---------- ---------- ---------- ----------
Group 53,303,101 2,713,992 44,451,077 3,287,915 2,785,771
========== ========== ========== ========== ==========
Operating profit by segment equals total operating revenues less expenses
which are related to the segment's operating revenues. Operating loss of
the corporate segment consists principally of salaries and related costs of
administrative staff, and administration and general expenses of the Group.
Identifiable assets by segment are those assets that are used in the
operation of that segment. Corporate assets consist principally of cash and
cash equivalents, deferred income tax assets and other identifiable assets
not related specifically to individual segments. Goodwill of $204,217,
$1,100,962 and $1,100,962 arising from the purchase of Korona and Gram, is
included in identifiable assets of the Scales segment as of March 31, 2002,
2003 and 2004 respectively.
-34-
Bonso Electronics International Inc. and Subsidiaries
Notes to Consolidated Financial Statements
(Expressed in United States Dollars)
17 Business segment information (Continued)
(b) The Group primarily operates in Hong Kong, the PRC, Germany, Canada, the
United States and the United Kingdom. The manufacture of components and
their assembly into finished products is carried out in the PRC. The Hong
Kong office is mainly responsible for the purchase of raw materials,
arrangement of shipments and research and development. Subsidiaries in
Germany, Canada, the United States and the United Kingdom are responsible
for the distribution of electronics scales and telecommunication products
in Europe and North America. As the operations are integrated, it is not
practicable to distinguish the net income derived among the activities in
Hong Kong, the PRC, Germany, Canada, the United States and the United
Kingdom.
Identifiable assets by geographical areas are as follows:
2003 2004
$ $
Hong Kong 17,823,526 18,736,809
The PRC 20,707,989 20,836,442
Germany 6,335,920 8,284,162
Canada 1,880,559 3,578,290
United States of America 1,444,464 1,444,464
United Kingdom 718,278 718,278
---------- ----------
Total assets 48,910,736 53,598,445
========== ==========
(c) The following is a summary of net export sales by geographical areas
constituting 10% or more of total sales of the Group for the years ended
March 31, 2002, 2003 and 2004:
Year ended March 31
------------------------------------------------------------------------------------------------
2002 % 2003 % 2004 %
$ $ $
North America 24,553,379 46 22,017,956 48 45,070,191 61
Europe 25,641,446 48 21,059,227 45 27,791,392 37
Others 3,108,276 6 3,252,871 7 1,845,142 2
---------- ---------- ---------- ---------- ---------- ----------
53,303,101 100 46,330,054 100 74,706,725 100
========== ========== ========== ========== ========== ==========
(d) The details of sales made to customers constituting 10% or more of total
sales of the Group are as follows:
Year ended March 31
-----------------------------------------------------------------------
Business 2002 % 2003 % 2004 %
segment $ $ $
Sunbeam Products, Inc. Scales -- -- -- -- 10,301,621 14
(USA)
TTI Tech Co., Ltd. Tele-
communication
products 2,312,697 4 3,550,470 8 18,664,970 25
Global Link Corporation Tele-
Ltd
communication
products -- -- 2,421,902 5 7,927,646 11
Trisquare Communications Tele-
(HK) Company communication
Limited products 11,497,223 22 6,693,470 14 51,156 --
Salter Housewares Ltd. Scales
2,724,635 5 4,686,207 10 4,589,024 6
---------- ------ ---------- ---------- ---------- ----------
16,534,555 31 17,352,049 37 41,534,417 56
========== ====== ========== ========== ========== ==========
-35-
Bonso Electronics International Inc. and Subsidiaries
Notes to Consolidated Financial Statements
(Expressed in United States Dollars)
18 Fair value of financial instruments
SFAS No. 107, "Disclosures About Fair Value of Financial Instruments"
defines the fair value of a financial instrument at which the instrument
could be exchanged in a current transaction between willing parties.
The carrying value of all of the Group's financial instruments classified
as current assets or current liabilities are deemed to approximate fair
value because of the short maturity of these instruments. These would
include cash and cash equivalents, accounts receivable, accounts payable
and accrued and other liabilities, which are reflected on the consolidated
balance sheets.
In the opinion of management, the carrying amount of the Group's long-term
debt approximates fair value as the interest rate applicable is believed to
approximate the market rates that would be offered to the Group for debt of
the same remaining maturities.
-36-