Securities registered or to be registered pursuant to Section 12(b) 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.
Indicate by check mark if the registrant is a well known seasoned issuer,
as defined in Rule 405 of the Securities Act.
If the report is an annual or transition report, indicated by check mark if
the registrant is not required to file reports pursuant to Section 13 or 15D of
the Securities Exchange Act of 1934.
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.
Indicate by check mark whether the Registrant is a large accelerated filer,
an accelerated filer, or a non-accelerated filer.
Indicate by check mark which financial statement item the Registrant has
elected to follow:
If this is an annual report, indicated by check mark whether the registrant is a
shell company (as defined in Rule 12b-2 of the Exchange Act.)
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.
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.
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.
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
The selected consolidated financial data as of March 31, 2006 and 2007
and for each of the three fiscal years ended March 31, 2007 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 and
expressed in United States Dollars. The selected consolidated financial data set
forth below as of March 31, 2003, 2004 and 2005, and for each of the two fiscal
years in the period ended March 31, 2004 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.
5
SELECTED CONSOLIDATED FINANCIAL DATA
Income Statement Data
(in 000's USD except per shares and per share data)
Year Ended March 31,
----------------------------------------------------------------------
2003(1) 2004 2005 2006 2007(1)
------- ---- ---- ---- -------
Net sales $ 46,400 $ 74,964 $ 69,602 $ 64,543 $ 66,491
Cost of sales (35,528) (57,481) (53,138) (51,114) (53,946)
Gross margin 10,872 17,483 16,464 13,429 12,545
Selling expenses (2,467) (3,122) (2,595) (2,111) (2,477)
Salaries and related costs (4,563) (5,150) (5,216) (5,681) (5,438)
Research and development (393) (740) (710) (847) (983)
expenses
Administration and general (3,957) (5,439) (4,079) (3,421) (3,004)
expenses
Amortization of brand name (200) (200) (200) (200) (200)
Impairment of goodwill -- -- -- (258) --
Loss from water damage -- -- -- -- (701)
(Loss) Income from operations (708) 2,832 3,664 911 (258)
Interest income 85 57 81 202 313
Interest expense (533) (500) (417) (504) (626)
Foreign exchange gain (loss) (96) 15 (98) (184) (184)
Other income 99 225 372 190 302
Consultancy fee (381) -- -- -- --
(Loss) Income before income (1,534) 2,629 3,602 615 (453)
taxes and minority interest
Income tax expense (37) (402) (266) (131) (918)
Net (loss) income before (1,571) 2,227 3,336 484 (1,371)
minority interest
Minority interest (72) 41 14 -- --
Net (loss) ($ 1,643) 2,268 3,350 484 (1,371)
income
(Loss) earnings per share
- Basic ($ 0.2936) $ 0.3979 $ 0.5932 $ 0.087 ($ 0.2458)
- Diluted ($ 0.2936) $ 0.3743 $ 0.5533 $ 0.082 ($ 0.2458)
Weighted average shares 5,599,238 5,702,015 5,646,676 5,577,639 5,577,639
Diluted weighted average shares 5,599,238 6,060,264 6,054,303 5,937,644 5,577,639
(1) The diluted net loss per share was the same as the basic net loss per share
for the fiscal years ended March 31, 2003 and March 31, 2007 as all potential
ordinary shares including the stock options and warrants are anti-dilutive and
therefore excluded from the computation of diluted net loss per share.
6
|
Balance Sheet Data
(in 000's USD except per shares and per share data)
March 31,
---------------------------------------------------------------------------
2003 2004 2005 2006(1) 2007
---- ---- ---- ------- ----
Cash and cash equivalents $ 3,633 $10,815 $ 9,708 $ 8,582 $ 8,118
Working capital $ 9,777 $12,901 $15,345 $16,945 $16,842
Total assets $48,911 $53,598 $52,463 $49,479 $47,519
Current liabilities $18,424 $20,190 $18,319 $15,657 $16,394
Long-term debts and capital $ 606 $ 1,158 $ 168 $ 0 $ 59
leases
Deferred income tax assets $ 167 $ 67 $ 99 $ 83 $ 87
Common stock $ 17 $ 17 $ 17 $ 17 $ 17
Shareholders' equity $28,379 $30,750 $33,932 $33,802 $31,051
Dividends declared per share -- $ 0.05 $ 0.10 $ 0.05 $ 0.05
(1) Certain comparative figures have been reclassified to conform to the current year's presentation.
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 on August 31, 2007 were
U.S. $1.00 = CDN $1.0560, U.S. $1.00 = RMB 7.5462, U.S. $1.00 = HK 7.7968, U.S.
$1.3641= Euro 1.00, U.S $2.0165 = 1.00 GBP, respectively. The following table
sets forth the high and low noon buying rates between Canadian Dollars and U.S.
Dollars, Chinese Renminbi and U.S. Dollars, Hong Kong Dollars and U.S. Dollars,
Euros and U.S. Dollars and British Pounds and U.S. Dollars for each month during
the six month period ended August 31, 2007.
NOON BUYING RATE Cathy : Hank to update
CDN$ Per U.S. $1 RMB Per U.S. $1 HK$ PER U.S. $1 U.S. $1 PER EURO U.S. $1 per GBP
---------------- --------------- --------------- ---------------- ---------------
High Low High Low High Low High Low High Low
---- --- ---- --- ---- --- ---- --- ---- ---
March 2007 1.181 1.153 7.7454 7.8177 7.8177 7.8093 1.3374 1.3094 1.9694 1.9235
April 2007 1.1583 1.1068 7.7345 7.709 7.8212 7.8095 1.366 1.3363 2.0061 1.9608
May 2007 1.1136 1.0727 7.7065 7.6463 7.8236 7.8044 1.3616 1.3419 1.9993 1.9695
June 2007 1.0727 1.0579 7.668 7.612 7.8188 7.8062 1.3526 1.3295 2.0063 1.9657
July 2007 1.0689 1.0372 7.6055 7.5580 7.8264 7,8129 1.3831 1.3592 2.0626 2.0114
August 2007 1.0754 1.0497 7.6181 7.5420 7.8285 7.7968 1.3808 1.3402 2.0426 1.9813
The following table sets forth the average noon buying rates between
Canadian Dollars and U.S. Dollars, between Chinese Renminbi and U.S. Dollars,
between Hong Kong Dollars and U.S. Dollars, between Euros and U.S. Dollars and
between British Pounds and U.S. Dollars for each of the calendar years, 2002,
2003, 2004, 2005 and 2006 based on daily noon buying rates for cable transfer in
New York City certified for customs purposes by the Federal Reserve Bank of New
York.
7
|
AVERAGE NOON BUYING RATE
---------------------------------------------------------------------------------------------------------
CDN$ Per U.S. $1 RMB PER U.S. $1 HK$ PER U.S. $1 U.S. $1 PER EURO US $1 PER GBP
---------------- --------------- --------------- ---------------- -------------
2002 1.5704 8.2770 7.7997 0.9454 1.5025
2003 1.4013 8.2772 7.7876 1.1315 1.6341
2004 1.3017 8.2768 7.7891 1.2438 1.8330
2005 1.1689 8.0699 7.8000 1.2096 1.7346
2006 1.1383 7.8994 7.7802 1.2829 1.8932
|
On July 21,2005, the Peoples Bank of China announced it would revalue the
RMB by 2.1%, linking the RMB to a "basket of currencies" which includes the US
dollar, Euro, Japanese Yen and Korean Won, rather than directly at 8.28 RMB to
the dollar as it has for a decade. Under the new rules, the RMB would be allowed
to move 0.3% on a daily basis against the dollar. The People's Bank of China, on
May 21 2007, widened the RMB trading band from 0.3 percent daily movement
against the US dollar to 0.5 percent. RMB has appreciated 8.87 % against the
U.S. dollar between July 21, 2005 and August 31, 2007. As of August 31, 2007,
the RMB was valued at 7.5462 per US Dollar.
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 or the Chinese Renminbi. The Hong Kong Dollar
and the United States Dollar have been fixed at approximately 7.80 Hong Kong
Dollars to 1.00 U.S. Dollar since 1983. The Chinese Renminbi had remained stable
against the U.S. Dollar at approximately 8.28 to 1.00 U.S. Dollar for several
years and not until July 21, 2005 that the Chinese currency regime was altered
linking the RMB to a "basket of currencies." which includes the US dollar, Euro,
Japanese Yen and Korean Won. Under the new rules, the RMB would be allowed to
move 0.3% on a daily basis against the dollar. The People's Bank of China, on
May 21 2007, widened the RMB trading band from 0.3 percent daily movement
against the US dollar to 0.5 percent. RMB has appreciated 8.86% against the U.S.
dollar between July 21, 2005 and August 31, 2007. Any significant revaluation of
the RMB may materially and adversely affect our cash flows, revenues, earnings
and financial position, and the value of, and any dividends payable to our
common shareholders in U.S. dollars. As of August 31, 2007, the RMB was valued
at 7.5462 per US Dollar. In addition, China's government continues to receive
significant international pressure to further liberalize its currency policy and
as a result may further change its currency policy. The Chinese government in
the past has expressed its intention in the Basic Law to maintain the stability
8
of the Hong Kong currency after the sovereignty of Hong Kong was transferred to
China in July 1997. However, there can be no assurance that the Hong Kong Dollar
will remain pegged against the U.S. Dollar or the Chinese Renminbi will not be
allowed to fluctuate more than 0.5% on a daily basis. 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
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.
On March 16 2007, the National People's Congress approved the Corporate Income
Tax Law of the People's Republic of China (the "new CIT Law"). The new CIT Law
increases the corporate income tax rate for foreign invested enterprises to 25%
with effect from January 1, 2008.
The new CIT Law provides that further detailed measures and regulations on the
determination of taxable profit, tax incentives and grand-fathering provisions
will be issued by the State Council in due course. As and when the State Council
announces the additional regulations, we will assess their impact, if any.
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 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
9
have little precedented 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 us 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 on 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 shares.
If Our Sole Factory Were Destroyed Or Significantly Damaged As A Result of
Fire, Flood 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. Apart from our China operation, the
warehouse and storage facility in Germany and Canada are also subject to the
risks of loss or damage due to fire, flood, or any other natural disaster.
Recent flooding of the river in Germany has imposed severe loss on us as a
result of the damage of the inventory and equipment and interruption of
business. We currently maintain property damage insurance aggregating
approximately $24.75 million 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.
10
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 China's 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 any new environmental regulations affecting
our operations.
Future Changes in the Labor Laws in China may result in the Continued
Increase in Labor Costs. During the fiscal year ended March 31, 2007, we
experienced an increase in the cost of labor caused by the increase in the
minimum hourly rate. Any future changes in the labor laws in the PRC could
result in us having to pay increased labor costs. There can be no assurance that
the labor laws will not change, which may have a material adverse effect upon
our business and our results of 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
customers for a significant portion of our sales during the fiscal year. During
the fiscal year ended March 31, 2005, these three customers accounted for
approximately 45% of our sales. During the fiscal year ended March 31, 2006 and
March 31, 2007, the same three customers accounted for approximately 48% of our
sales for both years. 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.
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 effects 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.
11
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. A significant amount of our net sales, $13,437,337, is the
result of Korona's 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 is 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. 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.
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 increasing pressure from our customers to reduce the prices of our
products. Continuing pressure to reduce the price of our products could have a
material adverse effect upon our business and operating results. Our customers
frequently negotiate supply arrangements with us well in advance of placing
12
orders for delivery within a year, 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. Further, 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 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.
Certain Subsidiaries of The Company Received on-going Enquiries from the
Local Tax Authorities During the Year. If The Subsidiaries Were Finally Held
Liable For Such Additional Taxation, Our Consolidated Net Income And The Value
Of Your Investment Could Be Substantially Reduced. During the fiscal year ended
March 31, 2007, certain of our subsidiaries were and continue to be subject to
enquiries from the local tax authorities. We have made an assessment under
SFAS 5 "Accounting for Contingencies" and believed that no additional income tax
expense was necessary as of March 31, 2007, as the relevant tax authority was
still in the information gathering stage on their enquiries and it was
practically difficult to have a reasonable estimate of the possible outcome of
these enquiries at this stage. We believe we have a reasonable likelihood of
success with respect to these enquiries. There can be no assurance that the
enquiry will not result in imposing additional income tax expense on the Group,
which could have a material adverse effect upon the Group and its results of
operations. The Company will adopt FIN 48 "Accounting for uncertainty in income
taxes" effective from April 1, 2007, the amount of income tax provisions
required under FIN 48 could be significantly different.
Contractual Arrangements We Have Entered Into Among Us and Our
Subsidiaries May Be Subject To Scrutiny By The Respective Tax Authorities And A
Finding That Bonso And Its Subsidiaries Owe Additional Taxes Could Substantially
Reduce Our Consolidated Net Income And The Value Of Your Investment. We could
face material and adverse tax consequences if the respective tax authorities
determine that the contractual arrangements among our subsidiaries and Bonso do
not represent an arm's length price and adjust Bonso or any of its subsidiaries'
income in the form of a transfer pricing adjustment. A transfer pricing
adjustment could, among other things, result in a reduction, for tax purposes,
of expense deductions recorded by Bonso or any of its subsidiaries, which could
in turn increase its tax liabilities. In addition, the tax authorities may
impose late payment fees and other penalties to our affiliated entities for
under-paid taxes. Our consolidated net income may be materially and adversely
13
affected if our affiliated entities' tax liabilities increase or if they are
found to be subject to late payment fees or other penalties. The Company will
adopt FIN 48 effective from April 1, 2007, the amount of income tax provisions
required under FIN 48 could be significantly different.
Increased Prices for Raw Materials May have a negative impact upon us.
During the fiscal years ended March 31, 2006 and 2007, the costs of component
parts increased due to the increase in the price of oil used in the production
of components such as plastic resin, steel and other raw materials. If oil
prices continue to increase, it will likely result in an increase in the costs
of components to us as well as an increase in our operating expenses, which may
have a material adverse effect upon our business and results of operations.
We May Face an Increased Shortage of Factory Workers. During the fiscal
years ended March 31, 2005, March 31, 2006 and March 31, 2007, we experienced
labor shortages for factory workers. Due to increases in demand for workers in
China, we cannot assure you that we can adequately staff the factory. The
ability to adequately staff our factory could have a material impact on
production, which could lead to delays in shipments or missed sales. In the
event that we have delayed or lost sales, we may need to deliver goods by air to
ensure that our products arrive on time, which would likely result in an
increase in air freight costs, vendor fines and could result in missed sales,
any of which could have a material adverse effect upon our business and our
results from operations. For the fiscal years ended March 31, 2008, we will
reduce the labour requirements by sub-contracting out some production processes
that our sub-contractor have a competitive advantage in the cost of production.
We will benefit from the lower cost of production and higher business
flexibility.
We Face Increasing Competition in Our Industry and May not be able to
successfully compete with our competitors. Our business is in an industry that
is becoming increasingly competitive, and many of our competitors, both local
and international, have substantially greater technical, financial and marketing
resources than we have, and as a result, we may be unable to compete
successfully with these competitors. We compete with scale manufacturers in the
Far East, the United States, and Europe. We believe that our principal
competitors in the scale and telecommunications market are other OEM and
original design manufacturer "ODM" manufacturers, and all companies engaged in
the branded, ODM and OEM business. 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
Chairman, beneficially owns approximately 36.41% of the outstanding shares of
common stock, including shares underlying his outstanding options, or 29.16%
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
securities. Mr. So may be able to prevent or cause a change in control. We also
14
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.
Compliance costs with recently enacted changes in the securities laws and
regulations pursuant to the Sarbanes-Oxley Act of 2002 will increase our costs.
The Sarbanes-Oxley Act of 2002 that became law in July 2002 has required changes
in some of our corporate governance, securities disclosure, accounting and
compliance practices. In response to the requirements of that act, the
Securities and Exchange Commission and the NASDAQ have promulgated new rules on
a variety of subjects. Compliance with these new rules as well as the
Sarbanes-Oxley Act of 2002 has increased our legal, financial and accounting
costs, and we expect the cost of compliance with these new rules to continue to
increase and to be permanent. Further, the new rules may increase the expenses
associated with our director and officer liability insurance.
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 years ended March 31, 2005, 2006 and 2007, our financial
results were affected by currency fluctuations, resulting in a total foreign
exchange loss of $98,051, $183,887 and $183,952, 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 three
patents held by Gram Precision, the trademark for KORONA and twelve 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
15
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
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
subsidiaries are organized under the laws of Hong Kong and the laws of the
Peoples' Republic of China. Our principal executive offices are located in Hong
Kong and the Peoples' Republic of China, Korona is located in Germany and Gram
Precision is located in Canada. Outside the United States, it may be difficult
16
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.
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. Our
Memorandum and Articles of Association provide the ability to 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, dilute the common
shareholders 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 Securities and Exchange Commission (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.
17
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. 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 current market price.
We May Not Pay Dividends In The Future. Although we have declared dividends
on April 2, 2003 and July 13, 2004 and July 12, 2005 and August 22, 2006, we may
not be able to declare dividends or the board of directors 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.
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
BVI Business Companies Act.
Effective as of May 1, 2001 we acquired 100% of the equity of Korona.
Korona markets consumer scale products throughout Europe to retail merchandisers
and distributors. These products feature contemporary designs using the latest
materials and attractive packaging.
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.
Gram Precision is primarily engaged in the distribution and marketing of pocket
scales in the United States, Canada, and Europe.
In April 2007, we set up a new wholly-owned subsidiary, Bonso USA Inc. The
new subsidiary will focus on the sales of industrial scales in the US market.
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 principal capital expenditures for property, plant and equipment over
the last three years is set forth below:
18
2005 2006 2007
---- ---- ----
Property Plant & Equipment $684,398 $1,340,134 $342,110
|
Our capital expenditures include 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.
In November, 2006, Bonso entered into a land purchase agreement with
Xincheng Hi-Tech Industrial Estate to acquire a piece of land of approximately
146,673 square meters for future expansion of the Company's operations in
XinXing. Pursuant to the land purchase agreement, the total consideration will
be approximately $1,472,000 (RMB11,145,500). In July 2007, the Company paid a
deposit of approximately $610,000 (RMB4,617,900).
This new piece of land is more than triple the size of the land upon which
the Company's existing facilities are located in Shenzhen, China. It is expected
that the land transfer will be completed in 2008 and the first phase of
construction of the new manufacturing facilities will be completed in 2010. The
projected capital expenditure for the first phase of investment is approximately
$10,000,000. Our plans for capital improvements 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).
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 68% of
revenue for the fiscal year ended March 31, 2005, 67% for 2006 and 75% for 2007.
We believe that our industrial scales will continue to be a larger portion of
our scales revenue as we are able to secure orders from our major customers.
19
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 30% of revenue for the fiscal year
ended March 31, 2005, 32% for 2006 and 24% for 2007. We believe that our
telecommunications products will maintain stable due to stagnation in the
industry.
We also receive revenue from certain customers for the development and
manufacture of tooling and molding for scales and telecommunication products.
Generally, these tools and moulds are used by us for the manufacture of
products. We also generate some sales of scrap materials. These revenues
accounted for approximately 2% of net sales for the fiscal year ended March 31,
2005, 1% for 2006 and 1% for 2007.
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, 2005, 2006,
and 2007.
Year ended March 31,
--------------------------------------
Product Line 2005 2006 2007
---- ---- ----
Scales 68% 67% 75%
Telecommunications Products 30% 32% 24%
Others 2% 1% 1%
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, Research and Development / Competition"
below.
20
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 and in the
Shenzhen Special Economy Zone.
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. Further, in November,
2006, Bonso entered into a land purchase agreement to acquire approximately
146,673 square meters of land for future expansion in XinXing, 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 and industrial 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.
21
Net export sales to customers by geographic area consisted of the following
for each of the three years ended March 31, 2005, 2006 and 2007.
Year ended March 31,
2005 2006 2007
-------------------- --------------------- -------------------------
Canada $2,686,951 4% $1,637,447 3% $2,239,419 3%
United States $38,638,906 55% $37,352,618 58% $36,432,384 55%
of America
Germany $15,025,103 22% $13,302,506 21% $17,545,242 26%
United Kingdom $2,769,900 4% $2,262,160 3% $1,480,464 2%
Other EC $7,948,970 11% $7,997,740 12% $5,739,117 9%
Countries
Asia and $2,532,362 4% $1,990,492 3% $3,054,754 5%
Others
Total $69,602,192 100% $64,542,963 100% $66,491,380 100%
|
We maintain a marketing and sales team of 19 people in China, a marketing
team of 3 people in Canada for Gram Precision and a sales team of 12 people at
Korona in Germany (including 8 sales representative and sales agents and 4
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 teams with customers. External sales agents may be hired to conduct
sales and we may pay commissions to the agents in connection with the sales.
During the fiscal years ended March 31, 2005, 2006 and 2007 we recorded a total
commission payment of $440,743, $379,162 and $543,349, respectively. 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:
22
Percent of Sales - Year ended March 31,
Electronics Sensor Customers 2005 2006 2007
-------------------------------------------------------------------------
Sunbeam Products, Inc. 17% 16% 23%
BSH HISNI APARATI, D.O.O. 4% 3% 7%
Salter Housewares Ltd. 3% 4% 2%
Media Markt und Saturn Verwaltungs 6% 5% 4%
GmbH
Pitney Bowes, Inc. 6% 7% 7%
|
A list of our major telecommunications customers for each of the prior
three fiscal years follows: Percent of Sales - Year ended March 31,
Telecommunications 2005 2006 2007
Customer
--------------------------------------------------------------------------
TTI Tech Co., Ltd. 11% 16% 12%
Global Link Corporation Ltd. 17% 16% 13%
|
Sales of our products to OEMs and ODM's accounted for approximately 67% of
our total net sales in the year ended March 31, 2005, 70% for both the year
ended March 31, 2006 and March 31, 2007. Korona contributed $16,959,313 of our
total net sales or 24% of total net sales for the year ended March 31, 2005,
$13,672,447 or 21% of total net sales for the year ended March 31, 2006 and
$13,437,337 or 20% of total net sales for the year ended March 31, 2007. Gram
Precision contributed $5,961,367 of our total net sales or 9% of total net sales
for the year ended March 31, 2005, $5,571,132 or 9% of total net sales for the
year ended March 31, 2006 and $4,767,667 or 7% of total net sales for the year
ended March 31, 2007.
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 China.
During the fiscal years ended March 31, 2005, March 31, 2006 and March 31,
2007, the costs of component parts increased due to the increase in the price of
oil used in the production of components such as plastic resin, steel and other
raw materials. Further, we believe that costs of component parts have also
increased due to an increase in worldwide demand for electronic components such
as those used in the production of our products. We have 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, we do not expect to
experience any difficulty in obtaining needed component parts for our products.
23
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. Further, we
have received TL 9000 certification for our telecommunications products. We also
received certification according to the Environmental Management Standards of
ISO 14001:2004 and the Occupational Health and Safety Management Standard of
OHSAS 18001.
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.
By integrating the Occupational Health and Safety Management Standard of
OHSAS 18001 into our quality and environmental systems, we have created a total
Integrated Management System (IMS) - Quality, Environment and Health and Safety
by combining ISO9001, ISO 14001 and OHSAS 18001 into one
Quality/Environment/Health and Safety registration.
The European Union has enacted the Restriction of the Use of Certain
Hazardous Substances in Electrical and Electronic Equipment Directive ("RoHS").
RoHS prohibits the use of certain substances, including lead, in certain
products, sold after July 1, 2006. We believe that we can manufacture compliant
products, and believe that we can be assured a supply of compliant components
from suppliers.
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 three patents
for scales and twelve 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.
24
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. At
March 31, 2007, we employed 72 individuals in Hong Kong and China for our
engineering staffs, which 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.
The manufacturing and sale of electronic sensor-based and wireless products
is 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 success in these efforts in the future. Research and development
expenses, aggregated $710,355 during the fiscal year ended March 31, 2005,
$847,401 during the fiscal year ended March 31, 2006 and $983,172 during the
fiscal year ended March 31, 2007.
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
25
seasonal variation. The summer months are generally the lowest sales point of
the calendar year for Gram Precision and Korona. Sales of telecommunication
products are generally higher in the summer months off-setting Gram Precision's
and Korona's decline in sales. However, past 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 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 the
point of shipment 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.
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
26
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.
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 and industrial
scales in the United States, Canada and Europe.
In April 2007, we set up a new wholly-owned subsidiary, Bonso USA Inc. This
subsidiary is responsible for the sale of industrial scales in the United
States.
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.
27
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 at Unit C & D, 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 as quarters to
Directors.
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 five factory buildings, which contain
approximately 333,000 square feet, four workers' dormitories, containing
approximately 181,000 square feet, a canteen and recreation center of
approximately 25,500 square feet, an office building, consisting of
approximately 25,500 square feet, and two staff quarters for our supervisory
employees, consisting of approximately 35,000 square feet, for a total of
approximately 600,000 square feet. All of the facilities noted above are
wholly-owned, except three factory buildings and two workers' dormitories with
approximately 200,000 square feet. We pay a monthly management fee of $2,175
pursuant to a Contract on the Management of Land with Shenzhen Baoan Fuan
Industrial Company for our own premises.
We also own one residential property in Shenzhen, which is located at
Lakeview Mansion, B-20C, Hujinju Building No. 63, Xinan Road, Boacheng Baoan
Shenzhen, China, It consists of approximately 1,591 square feet and is utilized
by directors when they require accommodations in China.
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. One Unit is rented to
unaffiliated third parties for an aggregate monthly rental of RMB9,692, or
approximately $1,255.
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 (euro) 6,427.12.
28
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 (euro) 533.
United States
Vector Distribution Systems Inc., a subsidiary of Gram Precision, leases
approximately 7,000 square feet of office and warehouse space located at. 5075
West Diablo Drive, Suite 206, Las Vegas, NV 89118-6071. This facility is used as
warehouse and the monthly rent for this facility is approximately $7,611.
Canada
Gram Precision leases approximately 10,800 square feet of office and
warehouse space located at 2855 Argentia Road, Unit 1, Mississauga, Ontario,
L5N8G6, Canada. The monthly rent for this facility is CDN 11,123.
Adequacy of Facilities
We believe the manufacturing complex will be adequate for our reasonably
foreseeable needs.
Item 4A. Unresolved Staff Comments.
Not Applicable.
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.
Overview
We derive our revenues principally from the sale of sensor-based and
wireless products manufactured in China, which represent 75% and 24% of total
sales for the fiscal year ended March 31, 2007, respectively. As mentioned in
Item 3 - "Key Information - Risk factors relating to our business," we are
dependent upon a limited number of major customers for a significant portion of
our revenues. Our revenues and business operation will be subject to fluctuation
if there is loss of orders from any of our largest customers. Further, the
pricing of our scales and telecommunication products are becoming increasingly
competitive, especially to our customers in the United States and Germany, who
contributed over 81% of our revenue during the fiscal year ended March 31, 2007.
29
In the fiscal year ended March 31, 2005, net sales were approximately
$69,602,000 and net income was approximately $3,350,000. During the fiscal year
ended March 31, 2006 net sales decreased to approximately $64,543,000 and net
income decreased to approximately $484,000. During the fiscal year ended March
31, 2007 net sales increased to approximately $66,491,000 and net loss was
approximately $1,371,000.
Labor costs are increasing in China and our labor costs represent
approximately 10% of our total production costs. We believe that increased labor
costs in China will have a significant effect on our total production costs or
results of operations, and that we will not be able to continue to increase our
production at our manufacturing facility without substantially increasing our
non-production salaries and related costs. There can be no assurance that labor
costs will not further increase or that any additional increase in labor costs
will not have a material adverse effect upon our results of operations.
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.
30
Fiscal Year Ended
------------------------------------
Income Statement Data 2005 2006 2007
--------------------- ---- ---- ----
Net sales
Cost of sales (76.3) (79.2) (81.1)
Gross margin 23.7 20.8 18.9
Selling expenses (3.7) (3.3) (3.7)
Salaries and related costs (7.5) (8.8) (8.2)
Research and development expenses (1.0) (1.3) (1.5)
Administration and general expenses (5.9) (5.3) (4.5)
Amortization of brand name (0.3) (0.3) (0.3)
Impairment of goodwill - (0.4) -
Loss from water damage - - (1.1)
(Loss) income from operations
Interest income 0.1 0.3 0.5
Interest expense (0.6) (0.8) (0.9)
Foreign exchange loss (0.1) (0.3) (0.3)
Other income 0.5 0.3 0.4
Income before income taxes and 5.2 1.0 (0.7)
minority interest
Income tax expense (0.4) (0.2) (1.3)
Minority interest 0.0 0.0 0.0
Net (loss) income 4.8 0.8 (2.0)
|
Fiscal year ended March 31, 2007 compared to fiscal year ended March 31, 2006
Net Sales. Our sales increased approximately $1,948,000 or 3.02% from
approximately $64,543,000 for the year ended March 31, 2006, to approximately
$66,491,000 for the year ended March 31, 2007. The increase in sales was
primarily the result of increased sales of scales products caused by the
increased orders from our major scale customers. Sales of our scales and others
business increased 14.7% from approximately $43,792,000 for the year ended March
31, 2006, to approximately $50,243,000 for the year ended March 31, 2007, and
sales for telecommunications products decreased 21.7% from approximately
$20,751,000 for the year ended March 31, 2006, to approximately $16,248,000 for
the year ended March 31, 2007. The decrease in sales for telecommunications
products was caused by the decreased orders from our major telecommunications
customers.
Gross Margin. Gross margin as a percentage of revenue declined to
approximately 18.9% during the year ended March 31, 2007 as compared to
approximately 20.8% during the year ended March 31, 2006. The Company was
confronted with a tough operating environment in this fiscal year. One of the
challenges was rising operating overheads. Continuing from an escalating trend
in recent years, the prices of crude oil and other key raw materials remained
high, thereby driving up production costs for the Company. Furthermore, labour
costs were also increasing. The general labour shortage in Shenzhen required us
to offer higher wages to our workers in order to retain them. As a result of all
these factors, our gross profit margin had decreased by 1.9%.
31
Selling Expenses. Selling expenses increased by approximately $366,000 or
17.3% from approximately $2,111,000 for the year ended March 31, 2006 to
approximately $2,477,000 for the year ended March 31, 2007. This increase was
primarily the result of increase in air freight cost to meet customers' delivery
schedule.
Salaries And Related Costs. Salaries and related costs decreased by
approximately $243,000 or 4.3% from approximately $5,681,000 for the year ended
March 31, 2006 to approximately $5,438,000 for the year ended March 31, 2007.
This decrease was due to the decrease in the number of staff.
Research And Development. Research and development expenses increased
approximately $136,000 or 16.1% from approximately $847,000 for the year ended
March 31, 2006 to approximately $983,000 for the year ended March 31, 2007. The
increase in research and development was primarily due to increased research and
development activities, such as hiring of additional staff and certification.
for both the telecommunications products and new scale models. Research and
Development as a percentage of revenue increased to 1.48% during the year ended
March 31, 2007 as compared to 1.31% during the year ended March 31, 2006.
Administration And General Expenses. Administration and general expenses
decreased by approximately $415, 000 or 12.1 % from approximately $3,420,000 for
the year ended March 31, 2006 to approximately $3,005,000 for the year ended
March 31, 2007. This decrease was primarily due overall reduction in operating
expenses for the year ended March 31, 2007 owing to cost control measures.
Amortization Of Brand Names. During the years ended March 31, 2006 and 2007
we amortized $200,000 relating to the brand names acquired upon the acquisition
of Korona. Brand names are amortized using the straight-line method over the
related estimated useful life of 15 years.
Impairment of Goodwill. Based on the assessment for the year ended March
31, 2006, the Group made a provision for impairment of approximately $258,000
for one of the subsidiaries, Korona Hauschaltswaren Gmbh & Co.KG, due to the
continued weak performance of the scales business. There was no impairment loss
recognized during the fiscal year ended March 31, 2007.
Loss from Water Damage. During the fiscal year ended March 31, 2007, we
incurred a loss of $700,950 from water damage which resulted from a heavy rain
which caused a river near where our Germany logistic warehouse was located to
overflow. We are now in the process of negotiating with our insurance carrier
for compensation of the loss.
(Loss)/Income From Operations. As a result of the above changes, (loss)/
income from operations decreased by 128.3% from a gain of approximately $911,000
for the year ended March 31, 2006 to a loss of approximately $258,000 for the
year ended March 31, 2007.
32
Interest Income. Interest income increased by $111,000 or 55% from
approximately $202,000 for the year ended March 31, 2006 to approximately
$313,000 for the year ended March 31, 2007. The increase were primarily the
result of depositing our cash into higher yield accounts and the increase in
interest rates.
Interest Expenses. Interest expenses increased approximately $122,000 or
24.2% from approximately $504,000 for the year ended March 31, 2006 to
approximately $626,000 for the year ended March 31, 2007. This increase was
primarily due to the increase in interest rates on funds borrowed from the banks
and the increase in bank borrowings during the year ended March 31, 2007.
Foreign Exchange Losses. There was no significant change in the foreign
exchange losses during the year ended March 31, 2007 compared to the year ended
March 31, 2006. Despite the continual appreciation of RMB, the effect was offset
by fluctuation of foreign currency denominated balances.
Other Income. Other income increased approximately $112,000 or 59% from
approximately $190,000 for the year ended March 31,2006, to approximately
$302,000 for the year ended March 31, 2007. The increase was primarily due to
gain from disposal of investment properties in the PRC.
Income Tax Expense. Income tax expense increased approximately $787,000 or
601% from approximately $131,000 during the year ended March 31, 2006 to
$918,000 during the year ended March 31, 2007, representing approximately 0.2%
and approximately 1.4% of net sales respectively. The increase was primarily the
result of assessing the impact of the new developments of tax rules in the
various tax jurisdictions that the group's subsidiaries are operating. We have
performed the assessment in pursuant to FASB No. 5 "Accounting for
Contingencies" and made a provision of approximately $737,000 in relation to
this contingent liability.
Net Income. As a result of the above changes, net income decreased from a
profit of approximately $484,000 for the period ended March 31, 2006 to a loss
of approximately $1,371,000 for the period ended March 31, 2007, a decrease of
approximately $1,855,000, or 383.3%.
Fiscal year ended March 31, 2006 compared to fiscal year ended March 31, 2005
Net Sales. Our sales decreased approximately $5,059,000 or 7.27% from
approximately $69,602,000 for the year ended March 31, 2005, to approximately
$64,543,000 for the year ended March 31, 2006. The decrease in sales was
primarily the result of decreased of scales products caused by the decreased
orders from our major scale customers. Sales of our scales and others business
decreased from approximately $48,946,000 for the year ended March 31, 2005, to
approximately $43,792,000 for the year ended March 31,2006, and sales for
telecommunications products increased 0.45% from approximately $20,656,000 for
the year ended March 31, 2005, to approximately $20,751,000 for the year ended
March 31, 2006.
33
Gross Margin. Gross margin as a percentage of revenue declined to
approximately 20.8% during the year ended March 31, 2006 as compared to
approximately 23.7% during the year ended March 31, 2005. This decline was
primarily the result of our cost increase in the area of materials and labor and
the increased pressure on the sales prices from our customers for both our
telecommunication products and scales products.
Selling Expenses. Selling expenses decreased by approximately $485,000 or
18.67% from approximately $2,595,000 for the period ended March 31, 2005 to
approximately $2,111,000 for the period ended March 31, 2006. This decrease was
primarily the result of decreased commissions paid as a result of decreased
sales. As a percentage of revenue selling expenses decreased to 3.27% during the
year ended March 31, 2006 as compared to 3.73% during the year ended March 31,
2005.
Salaries And Related Costs. Salaries and related costs increased by
approximately $465,000 or 8.91% from approximately $5,216,000 for the year ended
March 31, 2005 to approximately $5,681,000 for the year ended March 31, 2006.
This increase is due to both the increase in the number of staff and the
increase in salaries to our employees.
Research And Development. Research and development expenses increased
approximately $137,000 or 19.30% from approximately $710,000 for the year ended
March 31, 2005 to approximately $847,000 for the year ended March 31, 2006. The
increase in research and development was primarily due to increased research and
development activities, such as hiring of additional staff, certification, etc.
for both the telecommunications products and new scale models. Research and
Development as a percentage of revenue increased to 1.31% during the year ended
March 31, 2006 as compared to 1.02% during the year ended March 31, 2005.
Administration And General Expenses. Administration and general expenses
decreased by approximately $659,000 or 16.13% from approximately $4,079,000 for
the year ended March 31, 2005 to approximately $3,420,000 for the year ended
March 31, 2006. This decrease was primarily due to reduced legal & professional
fee and no consultancy fee during the year ended March 31, 2006.
Amortization Of Brand Names. During the years ended March 31, 2005 and 2006
we amortized $200,000 relating to the brand names acquired upon the acquisition
of Korona. Brand names are amortized using the straight-line method over the
related estimated useful life of 15 years.
Impairment of Goodwill. Based on the assessment for the year ended March
31, 2006, the Group made a provision for impairment of approximately $258,000
for one of the subsidiaries, Korona Hauschaltswaren Gmbh & Co.KG, due to the
continued weak performance of the scales business.
Income From Operations. As a result of the above changes, income from
operations decreased by 75.14% from approximately $3,664,000 for the year ended
March 31, 2005 to approximately $911,000 for the year ended March 31, 2006.
34
Interest Income. Interest income increased by $121,000 or 60% from
approximately $81,000 for the year ended March 31, 2005 to approximately
$202,000 for the year ended March 31, 2006. The increase were primarily the
result of depositing our cash into higher yield accounts and the increase in
interest rates.
Interest Expenses. Interest expenses increased approximately $88,000 or
20.86% from approximately $417,000 for the year ended March 31, 2005 to
approximately $504,000 for the year ended March 31, 2006. This increase was
primarily due to the increase in interest rates on funds borrowed from banks
during the year ended March 31, 2006.
Foreign Exchange Losses/Gains. Foreign exchange loss increased from a loss
of approximately $98,000 for the year ended March 31, 2005 to a loss of
approximately $184,000 for the year ended March 31, 2006. The increase was
primarily attributable to the increased strength of the Canadian Dollar and
especially the value of the Chinese Renminbi against the U.S. Dollar. On top of
that, the RMB will no longer be linked to the US currency but rather to a basket
of currencies with a 0.3% margin of fluctuation. This change in policy has
resulted in an approximately 3.7% appreciation of the RMB against the U.S.
dollar between July 21, 2005 and August 21, 2006.
Other Income. Other income decreased approximately $182,000 or 48.92% from
approximately $372,000 for the year ended March 31,2005, to approximately
$190,000 for the year ended March 31, 2006. The decrease was primarily due to a
decrease in the disposal of fixed assets and decreased rental income from 2 of
the properties in PRC
Income Tax Expense. Income tax expense decreased approximately $135,000 or
50.6% from approximately $266,000 during the year ended March 31, 2005 to
approximately $131,000 during the year ended March 31, 2006, representing
approximately 0.4% and approximately 0.2% of net sales respectively. The
decrease was primarily the result of decrease profit in the current year.
Net Income. As a result of the above changes, net income decreased from
approximately $3,350,000 for the period ended March 31, 2005 to approximately
$484,000 for the period ended March 31, 2006, a decrease of approximately
$2,866,000, or 85.55%.
Impact of Inflation
We believe that inflation has not had a material affect on our business
during the fiscal year ended March 31, 2007. During the fiscal years ended March
31, 2002 to March 31, 2006, Hong Kong experienced a period of deflation and
Germany sustained a low inflation rate. The estimated inflation rates for 2006
of Hong Kong, PRC, Germany, United States and Canada are 2.2%, 3.5%, 1.3%, 1.7%,
2.5% and 2% respectively. 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.
35
Taxation
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
and Canada. The current rates of taxation of the subsidiary operating in Hong
Kong is 17.5%. 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 and Canada are 15% and 36%,
respectively.
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 and the last year it was entitled to
this benefit was December 31, 2002. In 2003, Bonso Electronics (Shenzhen) Co.,
Ltd was accredited as an "Advanced Corporation" and a further 50% tax reduction
was granted for another three years. The last year it was entitled to this
benefit was December 31, 2005. Under the Implementation Rules of the Foreign
Enterprise Income Tax Law, Bonso Electronics (Shenzhen) Co. Ltd. was entitled to
a further tax rate reduction to 10% for the calendar year ended December 31,
2006, as its export sale exceed 70% of its revenue.
Most of our subsidiaries' profits accrue in Hong Kong and the PRC where the
applicable tax rates are currently 17.5% and 10%, respectively. 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,
Canada, 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 our
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, irrespective of their
residential or national status.
36
During the fiscal year ended March 31, 2007, certain of our subsidiaries
were and continue to be subject to enquiries from the local tax authorities. We
have made an assessment under SFAS 5 "Accounting for Contingencies" and believed
that no additional income tax expense was necessary as of March 31, 2007, as the
relevant tax authority was still in the information gathering stage on their
enquiries and it was practically difficult to have a reasonable estimate of the
possible outcome of these enquiries at this stage. We believe we have a
reasonable likelihood of success with respect to these enquiries. There can be
no assurance that the enquiry will not result in imposing additional income tax
expense on the Group, which could have a material adverse effect upon the Group
and its results of operations.
Contractual arrangements we have entered into among us and our subsidiaries
in different locations may be subject to scrutiny by respective tax authorities
and a finding against Bonso and its subsidiaries may result in additional tax
liabilities that could substantially reduce our consolidated net income. We
could face material and adverse tax consequences if respective tax authorities
determine that the contractual arrangements among our subsidiaries and Bonso do
not represent an arm's length price and adjust Bonso or its subsidiaries'
income. Our consolidated net income may be materially and adversely affected if
or affiliated entities' tax liabilities increase. The Company will adopt FIN 48
"Accounting for uncertainty in income taxes" effective from April 1, 2007, the
amount of income tax provisions required under FIN 48 could be different.
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.
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 and the devaluation in United States
Dollars; management believes that it may be possible that there will be some
fluctuation in the coming year.
37
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.
During the fiscal year ended March 31, 2007, we experienced a foreign currency
loss of $183,952. We don't currently engage in hedging transactions; however we
may undertake hedging activities in the future.
A summary of our debts from our banking facilities utilized as at March
31, 2007 which was subjected to foreign currency risk is as below:
March 31, 2007
$
Euro 3,576,366
Hong Kong dollars 2,957,631
United States dollars 778,895
Canadian dollars 459,710
---------
7,772,602
=========
|
All the balances above 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. On July 21, 2005, the Peoples Bank of China
announced it would revalue the RMB by 2.1%, linking the RMB to a "basket of
currencies" which includes the US dollar, Euro, Japanese Yen and Korean Won,
rather than directly at 8.28 RMB to the dollar as it has for a decade. Under the
new rules, the RMB will be allowed to move 0.3% on a daily basis against the
dollar. The People's Bank of China, on May 21 2007, widened the RMB trading band
from 0.3 percent daily movement against the US dollar to 0.5 percent. As of
August 31, 2007, the RMB was valued at 7.5462 per US Dollar. 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.
38
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.
Operating activities provided $1,416,241 of net cash for the fiscal year
ended March 31, 2007 compared to $2,480,213 of net cash for the fiscal year
ended March 31, 2006. This decrease in the amount of cash provided by operating
activities was primarily attributable to a decrease in net income.
As of March 31, 2007, we had $8,118,018 in cash and cash equivalents as
compared to $8,582,257 as of March 31, 2006. Working capital at March 31, 2007,
was $16,841,659 compared to $16,945,184 at March 31, 2006. There are no other
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 believe our working capital is
sufficient for our present requirements.
As of March 31, 2007, we had $6,739,567 in trade receivable as compared to
$6,740,229 as of March 31, 2006.
As of March 31, 2007, we had $14,997,788 in inventories as compared to
$15,035,216 as of March 31, 2006.
As of March 31, 2007, we had a total of $9,090,852 in notes payable and
accounts payable as compared to $9,598,886 as of March 31, 2006. The decrease of
$508,034 was primarily attributable to timely payment to our vendors.
As of March 31, 2007 we had in place general banking facilities with 6
financial institutions with amounts available aggregating $30,017,128. 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,
2007, we had utilized $7,772,602 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 EONIA as set by the Germany Bankers Association
and the Prime rate as set by the Canada Bankers Association. The bank credit
facilities are collateralized by certain of our bank guarantees and one of the
credit facilities is collateralized by a personal guarantee from the director of
one of the Group's subsidiaries. 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 capital lease
obligations, the amounts of total short-term bank borrowings outstanding as of
March 31, 2007 and 2006 were $3,576,366 and $2,936,467, respectively. During the
fiscal years ended March 31, 2007 and 2006, we paid a total of $516,272 and
$480,642, respectively, in interest on indebtedness.
39
Our current ratio decreased from 2.08 as of March 31, 2006 to 2.03 as of
March 31, 2007. Our quick ratio decreased from 1.12 as of March 31, 2006 to 1.11
as of March 31, 2007.
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 at least 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.
40
Commitments
The following table sets forth information with respect to our commitments
as of March 31, 2007.
Payments due by Period
--------------------------------------------------------------------------------------------------------
Total Within 1 year Within 1 to 3 Within 3 to More than 5
years 5 years years
--------------------------------------------------------------------------------------------------------
Notes Payable $3,736,526 $3,736,526 $0 $0 $0
--------------------------------------------------------------------------------------------------------
Short-term loans $3,576,366 $3,576,366 $0 $0 $0
--------------------------------------------------------------------------------------------------------
Operating Leases $3,847,657 $1,065,588 $1,861,720 $920,349 $0
--------------------------------------------------------------------------------------------------------
Capital Leases $154,983 $95,725 $59,258 $0 $0
--------------------------------------------------------------------------------------------------------
Acquisition of $1,472,325 $610,000 $862,325 $0 $0
land
--------------------------------------------------------------------------------------------------------
Interest on loans $297,933 $297,933 $0 $0 $0
--------------------------------------------------------------------------------------------------------
Interest on $28,130 $17,374 $10,756 $0 $0
capital leases
--------------------------------------------------------------------------------------------------------
Total $ 13,113,920 $9,399,512 $ 2,794,059 $920,349 $0
--------------------------------------------------------------------------------------------------------
|
Interest on loans and capital leases is estimated based on the interest rate of
HIBOR+ 1.5% to +1.8%.
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 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.
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. The company 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.
41
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.
The Company provides to certain customers an additional two percent of
certain products ordered in lieu of a warranty, which are recognized as cost of
sales when these products are shipped to customers from our facility. In
addition, certain 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, refunds, rebates and discounts
are recorded net of sales at the time of sale to three years and estimated based
on past history. All sales are based upon firm orders with fixed terms and
conditions, which generally cannot be modified. Historically, we have not
experienced material differences between our estimated amounts of quality
returns, refunds, rebates and discounts and the actual results. In all
contracts, there is no price protection or similar privilege in relation to the
sale of goods.
Due to similar contractual terms, the Company's revenue recognition
policies do not differ among its significant product lines (i.e. sensor based
versus wireless products) and among various marketing venues used by the Company
(i.e. distributors and direct sales force), and do not vary in different parts
of the world.
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, 2007, the Group made a
provision for impairment of approximately $5,414 (2006: $69,077, 2005:
$148,198), on investment properties 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. The Company measures fair value based upon a discounted
future cash flow analysis. Based on the assessment for the year ended March 31,
2007, no provision was made by the Group on impairment of goodwill (2006:
$258,141, 2005: nil).
42
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.
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 is primarily determined from our
monthly aging analysis. It also 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.
Income Taxes, 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.
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 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
43
to the extent that realization is more likely than not to occur. To the extent
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. Research and development costs are expensed
in the financial period during which they are incurred.
Trend Information
Although we are optimistic about our future in the manufacture and sale of
telecommunications and scale 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 and our results of operations. At March 31, 2007, our backlog of
manufacturing orders was $6,024,339 compared to $10,145,015 at March 31, 2006.
We believe that in the fiscal year ended March 31, 2008, the trend of sales from
telecommunications products and scales will be similar to the year ended March
31, 2007.
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.
Recent Accounting Pronouncements
The new accounting pronouncements in the United States that may be relevant
to the Group are as follows:
Accounting for Income Taxes
In July 2006, the FASB released FIN 48, Accounting for Uncertainty in
Income Taxes - an interpretation of FASB Statement 109 ("FIN 48"). FIN 48
prescribes a comprehensive model for how a company should recognize, measure,
present, and disclose in its financial statements uncertain tax positions that
the company has taken or expects to take on a tax return (including a decision
whether to file or not to file a return in a particular jurisdiction). Under FIN
48, the financial statements will reflect expected future tax consequences of
such positions presuming the taxing authorities' full knowledge of the position
and all relevant facts, but without considering time values. FIN 48 is effective
for annual periods beginning after December 15, 2006. The Company is in the
process of assessing the impact of the recent accounting pronouncement.
44
Fair Value Measurements
In September 2006, the FASB issued FAS 157, Fair Value Measurements. FAS
157 provides guidance on the measurement of fair value in US GAAP and expands
fair value measurement disclosures. FAS 157 is applicable whenever other
accounting pronouncements require or permit fair value measurements and does not
expand the use of fair value in any new circumstances. FAS 157 is effective for
financial statements issued for fiscal years beginning after November 15, 2007.
The Company is in the process of assessing the impact of the recent accounting
pronouncement.
The Fair Value Option for Financial Assets and Financial Liabilities
In February 2007, the FASB issued SFAS No. 159, "The Fair Value Option for
Financial Assets and Financial Liabilities-Including an amendment of FASB
Statement No. 115" ("SFAS 159"). SFAS 159 provides companies with an option to
report selected financial assets and liabilities at fair value. Unrealized gains
and losses on items for which the fair value option has been elected will be
recognized in earnings. SFAS 159 is effective for fiscal years beginning after
November 15, 2007. The Company is in the process of assessing the impact of the
recent accounting pronouncement.
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 64 Chairman of the Board, Chief
Executive Officer and Director,
President
Kim Wah Chung 49 Director of Engineering and
Research and Development and Director
Henry Wan Chong Ma 45 Chief Financial Officer, Secretary
and Treasurer
Woo-Ping Fok 58 Director
J. Stewart Jackson, IV 71 Director
Henry F. Schlueter 56 Director and Assistant Secretary
|
ANTHONY SO is the founder of Bonso. He has been our Chairman of the Board
of Directors since July 1988. He was appointed as the Chief Executive Officer
and the President on November 16, 2006. 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 years. Mr. So has served
as a trustee of the Chinese University of Hong Kong, New Asia College since
1994.
45
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 was a director of Bonso from January 1998 to November
2006. Ms. Pang was first employed by us as Financial Controller in December 1996
and was promoted to Director of Finance on April 1, 1998. She was resigned from
director and appointed as Chief Financial Officer, Secretary and Treasurer on
November 16, 2006. And she resigned from all the positions on June 28, 2007. Ms.
Pang was employed as an auditor in an international audit firm from 1987 to
1991, at which time she joined a Hong Kong listed company 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 Institute of Certified Public
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 Consultant with
Messrs. C.K. Mok & Co.. 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.
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 the first self-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. Mr. Jackson served as Chief Executive
Officer of Jackson Burglar Alarm Co. from February 1998 to October 2005. Mr.
Jackson has served as the Chief Executive Officer of J S J Corporation. 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.
46
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 and Denver Bar
Associations and the Wyoming State Bar.
HENRY WAN CHONG MA was appointed as the Chief Financial Officer, Secretary
and Treasurer on June 28, 2007. He was first employed as the Financial
Controller of Bonso in April 2007. From 1995 to 2007, Mr. Ma was employed by an
international printing company in Hong Kong as Regional Financial Controller of
Asia. From 1992 to 1994, Mr. Ma worked for some local CPA firms as an auditor in
Alberta, Canada. Mr. Ma obtained a Bachelor degree in Economics from the
University of Alberta in Edmonton, Canada. He is a member of the Registered
Public Accountant Association of Alberta, Canada.
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, 2007 to all directors and officers as a group for
services in all capacities was $1,155,835. Total compensation for the benefit of
Anthony So was $741,947, for the benefit of Cathy Kit Teng Pang was $68,222, for
the benefit of Kim Wah Chung was $151,095, for the benefit of George O'Leary was
$180,000 and for the benefit of Henry F. Schlueter was an aggregate of $14,571.
The $14,571 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. Cathy Kit Teng Pang resigned as a director on November 16,
2006 and resigned as the Chief Financial Officer, Secretary and Treasurer on
June 28, 2007. George O'Leary retired from the positions of Chief Executive
Officer, President and a director on November 16, 2006.
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, 2007, other than contributions to our Provident Fund Plan which aggregated
$31,836 for officers and directors during the fiscal year ended March 31, 2007.
47
Employment Agreements
We have employment agreements with Anthony So and Kim Wah Chung. 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 approximately $742,000 per
year plus bonus. Mr. Chung's employment agreement provides for a yearly salary
of approximately $151,000 per year plus bonus. The employment agreements contain
provisions under which we will be obligated to pay Mr. So and Mr. Chung 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.
Options of Directors and Senior Management
The following table provides information concerning options owned by the
directors and senior management at March 31, 2007.
Number of Common Shares
Subject to Exercise Price
Name Stock Options Per Share 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 March 31, 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 March 31, 2013
Cathy Kit Teng Pang 20,000 $8.00 January 6, 2010
(1)
20,000 $3.65 April 9, 2011
20,000 $2.50 March 6, 2012
55,000 $1.61 March 31, 2013
Woo-Ping Fok 10,000 $8.125 January 12, 2010
10,000 $7.875 January 9, 2011
10,000 $6.12 March 25, 2014
10,000 $6.20 September 12, 2014
10,000 $4.50 December 4, 2015
J. Stewart Jackson IV 10,000 $7.875 January 9, 2011
10,000 $2.55 October 15, 2011
10,000 $1.61 March 31, 2013
10,000 $6.12 March 25, 2014
10,000 $6.20 September 12, 2014
10,000 $4.50 December 4, 2015
Henry F. Schlueter 10,000 $8.00 January 6, 2010
10,000 $6.12 March 25, 2014
10,000 $6.20 September 12, 2014
10,000 $4.50 December 4, 2015
|
48
(1) Cathy Kit Teng Pang resigned as a director on November 16, 2006 and resigned
as the Chief Financial Officer, Secretary and Treasurer on June 28, 2007.
Directors
Except for that mentioned above, our directors do not receive any
additional monetary compensation for serving in their capacities. 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.
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, 2005, 2006 and 2007 amounted to $83,277, $95,339 and $86,530, respectively.
49
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 or directorship.
NASDAQ Exemptions and Home Country Practices
NASDAQ Marketplace Rule 4350 provides that foreign private issuers may
elect to follow certain home country corporate governance practices so long as
they provide NASDAQ with a letter from outside counsel in its home country
certifying that the issuer 's corporate governance practices are not prohibited
by home country law.
On July 19, 2005, we submitted a letter to the NASDAQ certifying that
certain of Bonso's corporate governance practices are not prohibited by the
relevant laws of the British Virgin Islands. We will follow British Virgin
Island law in respect to the following requirements:
o A majority of Bonso's board of directors will not be independent;
o Bonso will not have a nominating committee;
o Bonso will not have a compensation committee;
o Bonso's independent directors will not meet in executive session; and
o Bonso's audit committee will have only one member.
Audit Committee
Mr. Woo Ping Fok is the sole member of the Audit Committee. Mr. Fok is
"independent" as defined in the NASDAQ listing standards.
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 Committee, which was amended effective June 30,
2005.
Employees
At March 31, 2007, we employed a total of 3,366 persons, compared with
3,460 persons at March 31, 2006 and 3,050 persons at March 31, 2005; 45
employees in Hong Kong (45 in 2006 and 42 in 2005), 3,289 employees in China
(3,380 in 2006 and 2,973 in 2005), 18 employees in Germany, (20 in 2006 and 22
in 2005), 2 employees in Poland (2 in 2006 and 2005), 4 employees in the United
States (4 in 2006 and 2 in 2005) and 8 in Canada (9 in 2006 and 2005). Employees
are not covered by collective bargaining agreements. We consider our global
labor practices and employee relations to be good.
50
Share Ownership
The following table shows the number of shares of common stock beneficially
owned by our directors and executive officers as of August 21, 2007:
Total
Number of
Shares of Shares of
Common Stock Common Stock Percent of
Owned of Beneficially Beneficial
Name Record Options Held Owned Ownership
---- ------ ------------ ----- ---------
Anthony So 1,626,195(1) 636,500(2) 2,262,695 36.41%
Kim Wah Chung 93,700 115,000(3) 208,700 3.67%
Cathy Kit Teng Pang (10) 35,438 115,000(3) 150,438 2.64%
Henry F. Schlueter 34,000 40,000(4)(9) 74,000 1.32%
Woo-Ping Fok 64,407 50,000(6)(8)(9) 114,407 2.03%
J. Stewart Jackson IV 462,575(7) 60,000(5)(8)(9) 522,575 9.27%
All Directors and Officers as a 2,316,315 1,016,500 3,332,815 55.34%
group (6 persons)
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(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 March 31, 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, options to purchase
20,000 shares of common stock at an exercise price of $3.65 per share
expiring on April 9, 2011, options to purchase 20,000 shares of common
stock at an exercise price of $2.50 per share expiring on March 6, 2012,
and options to purchase 55,000 shares of common stock at an exercise price
of $1.61 per share expiring on March 31, 2013.
(4) Includes options to purchase 10,000 shares of common stock at an exercise
price of $8.00 per share expiring January 6, 2010.
(5) Includes options to purchase 10,000 shares of common stock at an exercise
price of $2.55 expiring on October 15, 2011 and 10,000 shares of common
stock at an exercise price of $1.61 per share expiring on March 31, 2013.
(6) Includes options to purchase 10,000 shares of common stock at an exercise
price of $8.125 per share expiring January 12, 2010.
(7) Includes 461,975 shares held by Mr. Jackson and 600 shares held by Mr.
Jackson's wife.
(8) Includes options to purchase 10,000 shares of common stock at an exercise
price of $7.875 per share expiring on January 9, 2011.
(9) Includes options to purchase 10,000 shares of common stock at an exercise
price of $6.12 expiring on March 25, 2014, Includes options to purchase
10,000 shares of common stock at an exercise price of $6.20 per share
expiring on September 12, 2014 and options to purchase 10,000 shares of
common stock at an exercise price of $4.50 per share expiring on December
4, 2015.
(10) Cathy Kit Teng Pang resigned as a director on November 16, 2006 and
resigned as the Chief Financial Officer, Secretary and Treasurer on June
28, 2007.
51
Stock Option and Bonus 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 with the 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.
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.
On November 16, 2006, the Board of Directors of the Company voted to
rescind the Company's 1996 Non-Employee Directors' Stock Option Plan (the
"Non-Employee Directors' Plan"). All options previously granted under the
Non-Employee Directors' Plan continue in full force and effect pursuant to their
terms of grant.
During the fiscal year ended March 31, 2007, no options were granted under
the 1996 Non-Employee Directors' Plan.
52
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 2004 Plan.
The purpose of the 2004 Plan is to secure key employees to remain in the
employ of the Company and to encourage such employees to secure or increase on
reasonable terms their common stock ownership in the Corporation. The Company
believes that the 2004 Plan promotes continuity of management and increased
incentive and personal interest in the welfare of the Company.
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 Company. The committee members
currently are Anthony So and Woo Ping Fok. The committee determines the specific
terms of the options granted, including the employees to 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 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 March 31, 2007, no shares option had been granted under the Stock
Bonus Plan.
2004 Stock Bonus Plan
On September 7, 2004, our stockholders adopted the 2004 Stock Bonus Plan
(the "Stock Bonus Plan") which authorizes the issuance of up to five hundred
thousand (500,000) shares of the Corporation's Common Stock in the form of stock
a stock bonus.
The purpose of this Stock Bonus Plan is to: (i) induce key employees to
remain in the employ of the Corporation, or of any subsidiary of the
Corporation; (ii) encourage such employees to secure or increase their stock
ownership in the Corporation; and (iii) reward employees, non-employee
directors, advisors and consultants for services rendered or to be rendered to
or for the benefit of the Corporation, or any of its subsidiaries. The
Corporation believes that Stock Bonus Plan will promote continuity of management
and increased incentive and personal interest in the welfare of the Corporation.
The Stock Bonus Plan shall be 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 and Woo Ping Fok. The Committee has
the authority, in its sole discretion: (i) to determine the parties to receive
53
bonus stock, the times when they shall receive such awards, the number of shares
to be issued, and the time, terms and conditions of the issuance of any such
shares; (ii) to construe and interpret the terms of the Stock Bonus Plan; (iii)
to establish, amend and rescind rules and regulations for the administration of
the Stock Bonus Plan; and (iv) to make all other determinations necessary or
advisable for administering the Stock Bonus Plan.
As of March 31, 2007, no shares had been granted under the Stock Bonus
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
August 21, 2007, 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 to Class (1)
Common Stock Purchase Common Stock Beneficially Owned
------------ --------------------- ------------------
Anthony So 1,626,195(2) 636,500(3) 36.41%
John Stewart Jackson IV 462,575 60,000(3) 9.27%
W. Douglas Moreland 501,400 0 8.99%
Royce & Associates LLC 297,000 0 5.32%
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(1) Based on beneficial ownership of both shares of common stock and of options
to purchase common stock that is 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, which may at a subsequent date,
result in a change in control of the Company.
Related Party Transactions
During the fiscal year ended March 31, 2007 we paid Schlueter & Associates,
P.C. an aggregate of $14,571 for legal fees and expenses. Mr. Henry F.
Schlueter, a director, is the Managing Director of Schlueter & Associates, P.C.
As of March 31, 2007, Bonso Electronics Limited ("BEL"), a wholly-owned
foreign subsidiary of the Company, had paid a deposit of $795,000 with regard to
a potential investment in a hotel in the PRC. Subsequent to this fiscal year
end, Mr. Anthony So, Chairman of Bonso decided to take up BEL's potential
investment and paid BEL the full amount in July 2007. This hotel is now held by
Mr. Anthony So and three third parties.
54
Interests of Experts and Counsel
Not Applicable.
Legal Proceedings
Not Applicable.
Item 8. Financial Information
Financial Statements
Our Consolidated Financial Statements are set forth under Item 18.
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 Global Market ("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, 2002 to March 31, 2003 $3.45 $1.41
April 1, 2003 to March 31, 2004 $9.71 $1.70
April 1, 2004 to March 31, 2005 $9.09 $3.90
April 1, 2005 to March 31, 2006 $7.00 $3.40
April 1, 2006 to March 31, 2007 $5.47 $3.01
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55
The following table sets forth the high and low sale prices during each of
the quarters in the two-year period ended June 30, 2007.
Period High Low
------ ---- ---
April 1, 2005 to June 30, 2005 $5.48 $3.40
July 1, 2005 to September 30, 2005 $7.00 $4.80
October 1, 2005 to December 31, 2005 $5.35 $3.75
January 1, 2006 to March 31, 2006 $5.93 $4.04
April 1, 2006 to June 30, 2006 $5.28 $4.02
July 1, 2006 to September 30, 2006 $4.25 $3.11
October 1, 2006 to December 31, 2006 $5.23 $3.01
January 1, 2007 to March 31, 2007 $5.47 $3.77
April 1, 2007 to June 30, 2007 $4.26 $3.42
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The following table sets forth the high and low sale prices during each of
the most recent six months.
Period High Low
------ ---- ---
March 2007 $4.90 $3.77
April 2007 $4.26 $3.75
May 2007 $4.15 $3.70
June 2007 $3.89 $3.42
July 2007 $4.00 $3.21
August 2007 $3.44 $2.40
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On September 12, 2007, the closing price of our common stock was $2.13. Of
the 5,577,639 shares of common stock outstanding as of August 21, 2007,
3,713,550 were held in the United States by 208 holders of record. We have 214
shareholders of record and estimate that we have 1,239 shareholders holding
their stock in street name (who have not objected to their names being disclosed
to us).
Transfer and Warrant Agent
The transfer agent and registrar for the common stock and the warrant agent
for the warrants is Computershare, 1745 Gardena Avenue #200, Glendale,
California 91204.
Item 10. Additional Information
56
Share Capital
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 fiscal years ended March 31, 2005, 2006 and 2007 included herein in Item
18.
At August 31, 2007, there were 5,577,639 shares of our common stock
outstanding, all of which were fully paid. In addition, we had outstanding
1,104,500 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
10,000 $2.55 October 15, 2011
168,000 $2.50 March 6, 2012
342,500 $1.61 March 31, 2013
40,000 $6.12 March 25, 2014
40,000 $6.20 September 12, 2014
30,000 $4.50 December 4, 2015
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At August 31, 2007 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.
57
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
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.
58
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 signed a Banking Facility Letter, dated June 6, 2007 between Bonso and
Standard Chartered Bank for a HK $78,000,000 letter of credit, trust receipt
facility, export D/P bills, export trade loan, factoring and overdraft facility.
We signed a Banking Facility Letter dated March 23, 2007 between Bonso and
KBC Bank Hong Kong Branch for a HK $10,500,000 letter of credit, trust receipt
facility, export D/P bills, export trade loan, factoring and overdraft facility
and a EURO 3,300,000 bank guarantee to KBC Bank Deutschland AG, Germany to
secure a trade facility to one of the subsidiaries, Korona Haushaltswaren GmbH &
Co.
We signed a Banking Facility Letter, dated March 2, 2007 between Bonso and
Hang Seng Bank Limited for a HK $66,720,000 letter of credit, trust receipt
facility, export D/P bills, export trade loan, factoring and overdraft facility.
We signed a Banking Facility Letter, dated June 12, 2006 between Bonso and
the Hong Kong and Shanghai Banking Corporation Limited for a HK $37,500,000
letter of credit, trust receipt facility, export D/P bills, export trade loan,
factoring and overdraft facility.
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
59
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.
Taxation
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.
A foreign corporation will be treated as a passive foreign investment
company ("PFIC") for United States federal income tax purposes if, after
applying relevant look-through rules with respect to the income and assets of
subsidiaries, 75% or more of its gross income consists of certain types of
passive income or 50% or more of the gross value of its assets is attributable
to assets that produce passive income or are held for the production of passive
income. For this purpose, passive income generally includes dividends, interest,
royalties, rents (other that rents and royalties derived in the active conduct
of a trade or business), annuities and gains from assets that produce passive
income. We presently believe that we are not a PFIC and do not anticipate
becoming a PFIC. This is, however, a factual determination made on an annual
basis and is subject to change. If we were to be classified as a PFIC in any
taxable year, (i) U.S. Holders would generally be required to treat any gain on
sales of our shares held by them as ordinary income and to pay an interest
charge on the value of the deferral of their United States federal income tax
attributable to such gain and (ii) distributions paid by us to our U.S. Holders
could also be subject to an interest charge. In addition, we would not provide
information to our U.S. Holders that would enable them to make a "qualified
electing fund" election under which, generally, in lieu of the foregoing
treatment, our earnings would be currently included in their United States
federal income.
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.
60
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.
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. As at March 31, 2007, there was no long-term debt.
We had utilized $7,772,602 of our total banking facilities of $ 30,017,128 .
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, 2007 which were subjected to
variable interest rates is as below:
March 31, Interest
2007 rate
----
Notes payable $3,736,526 HIBOR + 1.5%
Short-term loans $3,576,366 EONIA +1.15% to 1.95%
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HIBOR: Hong Kong Inter-bank Offered Rate
EONIA : Euro Over Night Index Average.
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.
61
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.