-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, D94lK3ecgWLru6hFcawq1Q9ghQj3L+aHr+Ij8PKaANY8jgXk0bBB0rdXgQb7aYYc 6JTTuRC5YKGhtJ42FGeN8w== 0001050502-02-000337.txt : 20020508 0001050502-02-000337.hdr.sgml : 20020508 ACCESSION NUMBER: 0001050502-02-000337 CONFORMED SUBMISSION TYPE: 6-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20020507 FILED AS OF DATE: 20020508 FILER: COMPANY DATA: COMPANY CONFORMED NAME: BONSO ELECTRONICS INTERNATIONAL INC CENTRAL INDEX KEY: 0000846546 STANDARD INDUSTRIAL CLASSIFICATION: MISC INDUSTRIAL & COMMERCIAL MACHINERY & EQUIPMENT [3590] IRS NUMBER: 000000000 STATE OF INCORPORATION: K3 FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: 6-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-17601 FILM NUMBER: 02637994 BUSINESS ADDRESS: STREET 1: UNIT 1106-1110, STAR HOUSE, 3 SALISBURY STREET 2: ROAD, TSIMSHATSUI, KOWLOON CITY: HONG KONG STATE: K3 BUSINESS PHONE: 01185226055822 MAIL ADDRESS: STREET 1: UNIT 1106-1110, STAR HOUSE, 3 SALISBURY STREET 2: ROAD, TSIMSHATSUI, KOWLOON CITY: HONG KONG STATE: K3 6-K 1 bonso6k5-7.txt 6-K SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K Report of Foreign Issuer Pursuant to Rule 13a-16 or 15d-16 of the Securities Exchange Act of 1934 For May 7, 2002 BONSO ELECTRONICS INTERNATIONAL INC. ------------------------------------ (Translation of Registrant's name into English) Unit 1106-1110, 11F., Star House 3 Salisbury Road Tsimshatsui Kowloon, Hong Kong ------------------------------ (Address of principal executive offices) [Indicate by check mark whether the Registrant files or will file annual reports under cover of Form 20-F or Form 40-F.] Form 20-F [X] Form 40-F [ ] [Indicate by check mark whether the Registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.] Yes [ ] No [X] BONSO ELECTRONICS INTERNATIONAL INC. Information for the Quarter Ended December 31, 2001 TABLE OF CONTENTS REPORT FOR THE QUARTERLY PERIOD ENDED DECEMBER 31, 2001 ON FORM 6-K Page ---- Shareholder's Letter for the Third Quarter of the Fiscal Year Ending March 31, 2002 2 Press Release Dated March 11, 2002 4 Consolidated Financial Statements 7 Consolidated Balance Sheets as of December 31, 2001 and March 31, 2001 7 Unaudited Consolidated Statements of Income for the three Month Period ended December 31, 2000 and 2001 and the Nine Month period ended December 31, 2001 and 2001 8 Unaudited Statement of Cash Flows for the year Ended December 31, 2000 and 2001 9 Management Discussion and Analysis of Financial Condition and Results of Operations 10 1 LETTER TO SHAREHOLDERS DATED APRIL 15, 2002 ------------------------------------------- [BONSO ELECTRONICS INTERNATIONAL, INC. LETTERHEAD] April 15, 2002 Dear Shareholders: With improving support from year-end holiday sales of our Korona household scales brand in Europe, Bonso Electronics recorded a 130 percent increase in revenues for the third fiscal quarter ended December 31, 2001, compared to the same period last year. Returning net income to earlier levels is a more challenging task, but we are diligently striving to balance the cost of growth on consumer electronics manufacturing margins with the impact of an economy in recession. Although earnings are lower than comparable periods last year, we are running slightly ahead of expectations by financial analysts. Net income for the three months ended December 31, 2001 was $425,000, or $0.08 per share, on revenues of $14.8 million, compared to $752,000, or $0.13 per share, and revenues of $6,417,000 in the third quarter of fiscal 2001. Nine months' net income of $1,502,000, or $0.27 per share, was down from the prior year's total of $2,763,000, or $0.49 per share, while revenues improved 87 percent to $41,219,000. For the second consecutive year, the Board of Directors voted to issue a cash dividend of 10 cents per share, which was paid to shareholders of record on December 21, 2001. Any future decision as to dividend payments will be based on the wisest use of resources that first provides for our rapid growth needs. For the twelve months ending 31 December, 2001, our company generated $4,413,000 in net cash from operating activities. Thereby demonstrating that a well run company can generate cash from operations while growing revenues over 100% during the same period. Bonso's entry into distribution of branded electronic scales is an important step in meeting the challenge of improving overall financial performance. Following the acquisition of Korona-Haushaltswaren GmbH & Company in May 2001, distribution in North America was formally launched in January 2002 at a major housewares trade show in Chicago. Featuring many innovations in technology and design, the Korona USA designer series of bath and kitchen scales consists of 14 basic models with selected color options. Korona USA's new products were well received by chain store merchandisers and specialty retailers. Bonso's nearly 20 years' experience as a technology developer and manufacturer of precision weighing instruments give it a distinct competitive advantage as a distributor. With engineering and production resources centered in our 500,000 square feet vertically integrated factory in China, we have direct control over lead times, cost and quality. When combined with aggressive marketing activities now under way, management believes it can improve profitability while meeting its growth objectives. 2 Bonso Electronics is well on its way to another record year of growth internally and through synergistic acquisitions. Our employees and management join me in expressing our appreciation for your loyalty and support as we build a very strong business base for 2002 and beyond. Best regards, Bonso Electronics International, Inc. /S/ Anthony So - -------------- Anthony So Chairman, President and Chief Executive Officer U.S. Contact: George O'Leary (949) 760-9611, (949) 760-9607 FAX Hong Kong Contact: Cathy Pang (852) 2605 5822, (852) 2691 1724 FAX The statements contained in this letter which are not historical facts are forward-looking statements that involve certain risks and uncertainties including, but not limited to, risks associated with the uncertainty of future financial results, additional financial requirements, development of new products, government approval processes, the impact of competitive products or pricing, technological changes, the effect of economic conditions and other uncertainties detailed in the company's' filings with the Securities and Exchange Commission. 3 PRESS RELEASE DATED MARCH 11, 2002 ---------------------------------- BONSO ELECTRONICS REPORTS STRONG GAINS IN QUARTERLY AND NINE MONTH REVENUES; DECLINE IN NET INCOME HONG KONG, March 11, 2002- Bonso Electronics International Inc. (Nasdaq: BNSO) today reported results for the third quarter, ended December 31, 2001. Quarterly revenues jumped 130 percent to $14,790,000 over last year's $6,417,000. Income from operations for the quarter ended December 31, 2001, was $713,000, a decrease of 5 percent compared to income from operations of $747,000 for the comparable period in the prior fiscal year. Revenues for the nine months ended December 31, 2001 increased 87 percent to $41,219,000 over $22,019,000 from the comparable period in the prior year. Income from operations for the nine months ended December 31, 2001 was $2,242,000, a decrease of 20 percent compared to income from operations of $2,809,000, for the comparable period in the prior fiscal year. Net income for the nine months ended December 31, 2001 was $1,502,000, or $0.27 per share, compared to $2,763,000, or $0.50 for the comparable period in the prior fiscal year. For the three months ended December 31, 2001, net income of $425,000 or $0.08 per share, compares to $752,000, or $0.14 per share for the comparable period in the prior fiscal year. "I am pleased to report that sales for the third quarter are running well. The earnings are lower than comparable periods in the prior fiscal year due to downward pressure on margins of our products and the effect of economic uncertainties in the worldwide market. Improving our margins and returning net income to earlier levels is a more challenging task, but we are diligently striving to balance the cost of growth with the impact of an economy in recession on consumer electronics manufacturing margins." stated by Mr. Anthony So, Bonso Chairman, CEO and President In a move to leverage the acquisition of Germany-based Korona GmbH, as well as Bonso's nearly two decades of experience in technology development and manufacturing of precision weighing instruments, the Company formally launched distribution last month of bath and kitchen products in North America at the Housewares Show in Chicago. Korona USA initiated sales activities in the US during the fourth calendar quarter of 2001. Aggressive marketing of branded products is one of the ways we are striving to balance the cost of growth with improvements in profitability, according to Mr. So , Bonso Chairman, CEO and President. 4 About Bonso Electronics Headquartered in Hong Kong, Bonso Electronics designs, develops, manufactures, assembles and markets a comprehensive line of telecommunications products, electronic scales and weighing instruments and health care products. Bonso products are manufactured in the People's Republic of China on behalf of customers primarily located in North America and Europe. Company services include product design and prototyping, production tooling, procurement of components, total quality management, and just-in-time delivery. With the May 2001 acquisition of Korona Haushaltawaren, GmbH, a distributor of household scales in Europe, Bonso is embarking on its first consumer marketing venture in Europe and the U.S. under the Korona brand. Bonso also independently designs and develops electronic products for private label markets. For further information, visit the company's web site at www.bonso.com. The statements contained in the press release which are not historical facts are forward-looking statements that involve certain risks and uncertainties including, but not limited to, risks associated with the uncertainty of future financial results, additional financing requirements, development of new products, government approval processes, the impact of competitive products or pricing, technological changes, the effect of economic conditions and other uncertainties detailed in the company's filings with the Securities and Exchange Commission. 5 UNAUDITED FINANCIAL SUMMARY 9 months ending 9 months ending 31 Dec 2001 31 Dec 2000 ----------- ----------- Revenues ($M) 41.219 22.019 Gross Profit ($M) 8.990 6.638 Income from operations ($M) 2.242 2.809 Net Income ($M) 1.502 2.763 EPS ($) 0.27 0.50 Weighted Avg. Shares Outstanding (M) 5.540 5.511 3 months 3 months -------- -------- Sales ($M) 14.790 6.417 Gross Profit ($M) 3.112 2.002 Income from operations ($M) 0.713 0.747 Net Income ($M) 0.425 0.752 EPS ($) 0.08 0.14 Weighted Avg. Shares Outstanding (M) 5.540 5.510 6 BONSO ELECTRONICS INTERNATIONAL INC. CONSOLIDATED BALANCE SHEET (In U.S. Dollars) December 31 March 31 2001 2001 ----------- ----------- (unaudited) (audited) Assets Current assets Cash and cash equivalents 3,957,118 5,322,397 Restricted cash deposits 4,021,014 2,873,898 Trade receivables, net 9,342,811 3,518,943 Inventories, net 7,025,215 5,310,889 Notes receivable 149,405 1,086,949 Deferred income tax assets - current 10,190 10,190 Other receivables, deposits and prepayments 731,313 619,858 ----------- ----------- Total current assets 25,237,066 18,743,124 ----------- ----------- Deposits -- 70,511 Deferred income tax assets - non current 87,245 87,245 Property, plant and equipment 19,103,915 18,595,790 Goodwill 2,519,122 -- ----------- ----------- Total assets 46,947,348 37,496,670 ----------- ----------- Liabilities and shareholders' equity Current liabilities Notes payable 5,121,747 3,234,897 Accounts payable 3,202,917 3,435,626 Accrued charges and deposits 3,095,885 1,029,967 Income taxes payable 59,815 95,694 Short-term loans 3,428,632 1,086,949 Current portion of long-term debt and capital lease obligations 825,710 537,029 ----------- ----------- Total current liabilities 15,734,706 9,420,162 ----------- ----------- Long-term debt and capital lease obligations, net of current maturities 289,185 403,890 Redeemable common stock -par value $0.003 per share issued and outstanding shares: March 31, 2001 -December 31,2001 -180,726 903,630 -- Shareholders' equity Common stock par value $0.003 per share - authorized shares - 23,333,334 -- -- - issued and outstanding shares 16,756 16,484 Additional paid-in capital 21,973,785 21,854,160 Capital Reserves -- -- Deferred consultancy fee (508,560) (762,840) Retained earnings 8,430,366 6,927,842 Accumulated other comprehensive income 112,914 235,972 Common stock held in treasury, at cost (5,434) (599,000) ----------- ----------- 30,019,827 27,672,618 ----------- ----------- Total liabilities and shareholders' equity 46,947,348 37,496,670 ----------- ----------- 7
BONSO ELECTRONICS INTERNATIONAL INC. CONSOLIDATED INCOME STATEMENT (In Thousands of U.S. Dollars) Unaudited Three months ended December 31 Nine months ended December 31 ------------------------------ ----------------------------- 2001 2000 2001 2000 ---------- ---------- ---------- ---------- Net sales 14,790 6,417 41,219 22,019 Cost of sales (11,678) (4,415) (32,229) (15,381) ---------- ---------- ---------- ---------- Gross margin 3,112 2,002 8,990 6,638 Selling expenses 1,062 74 2,380 287 Salaries and related costs 737 604 2,418 1,774 Research and development expenses 24 50 158 128 Administration and general expenses 576 527 1,792 1,640 ---------- ---------- ---------- ---------- Income from operations 713 747 2,242 2,809 Other income 78 189 360 493 Foreign exchange gains/(losses) (13) (19) (36) (5) Interest expenses (187) (105) (682) (327) Consultancy fee (65) -- (255) -- ---------- ---------- ---------- ---------- Income before income taxes 526 812 1,629 2,970 Income tax benefit/(expense) (101) (60) (127) (207) ---------- ---------- ---------- ---------- Net income 425 752 1,502 2,763 ---------- ---------- ---------- ---------- Earnings per share Basic 0.08 0.14 0.27 0.50 Diluted 0.08 0.13 0.27 0.49 Weighted average shares Outstanding 5,539,815 5,510,865 5,539,815 5,510,865 Incremental shares from assumed Exercise of warrants and Stock options -- 118,037 -- 118,037 Adjusted weighted average shares 5,539,815 5,628,902 5,539,805 5,628,902 8
BONSO ELECTRONICS INTERNATIONAL INC. STATEMENT OF CASH FLOWS (In Thousands of U.S. Dollars) Unaudited For the period ended 31st December 2001 (in US$'s) Dec-01 Dec-00 US$'s US$'s (000's) (000's) ------- ------- Cash flows from operating activities Net income 1,502 2,763 Adjustments to reconcile net income to net cash provided by operating activities 2,765 1,082 Changes in assets and liabilities 146 (497) ------ ------ Net cash provided by operating activities 4,413 3,348 ------ ------ Cash flows from investing activities Restricted cash deposits (1,147) (145) Acquisition of Fixed Assets (1,246) (4,277) Acquisition of subsidiary (2,730) -- ------ ------ Net cash used in investing activities (5,123) (4,422) ------ ------ Cash flows from financing activities Issue of shares on exercise of warrants & options 817 400 Repurchase of common stock (98) (601) Net (repayment) / advance under banking facilities (926) (622) Net (Repayment) / advance under L-T debt 23 488 Capital lease payments (471) (888) ------ ------ Net cash used in financing activities (655) (1,223) ------ ------ Net (decrease) / increase in cash & cash equivalents (1,365) (2,297) Cash & cash equivalents, beginning of period 5,322 7,959 ------ ------ Cash & cash equivalents, end of period 3,957 5,662 ====== ====== Supplementat disclosure Interest paid, net of amounts capitalized (496) (222) Income tax (paid) / refund (61) 164 9 Management Discussion and Analysis of Financial Condition and Results of Operations --------------------------------------------- The following Management's Discussion and Analysis of Financial Condition and Results of Operations ("MD&A") should be read in conjunction with the accompanying unaudited consolidated financial statements. This MD&A should also be read in conjunction with the MD&A and audited consolidated financial statements and notes thereto contained in our Annual Report on Form 20-F for the fiscal year ended March 31, 2001. 1. Sales. The Company's sales increased 87% from approximately $22,019,000 for the period ended December 31, 2000, to approximately $41,219,000 for the period ended December 31, 2001, primarily as a result of the contribution from our newly acquired subsidiary Korona and more sales of telecom & scale products. Korona brought in approximately $11,117,000 of sales representing 27% of total sales of the group. 2. Cost of Sales. The 110% increase in cost of sales ("COS") is higher than our sales increase, since COS for telecom products and Korona scales are higher than other scales manufactured by Bonso. Also, the Company is facing the pressure of lower margins from existing scales customers as a result of the world economic slowdown. 3. Gross Margins. Gross margins decreased from 30% to 22% primarily due to increased sales of lower margin telecom products and products by Korona. 4. Selling Expenses. Selling expenses increased from $287,000 to $2,380,000 as a result of the addition of Korona's selling expenses, which amounted to approximately $1,990,000 from May 2001 to December 31, 2001. 5. Salaries. The 36% increase in Salaries is mainly attributable to inclusion of Korona's salaries of $699,000. Excluding the effect from Korona, there was a decrease in salaries of approximately 3% as a result of successful down sizing of administrative staff in the PRC during the third quarter. 6. Research and Development. Research and development expenses increased by 23%. This increase was primarily attributable to increased research and development activities for new products, and testing fees incurred for new products. 7. Administration and General Expenses. Administration and general expenses increased by 9% including $251,000 from Korona. Ignoring Korona, the Administration and general expenses actually decreased 6% primarily as a result of the implementation of tighter controls of administrative expenses despite our increase in sales. 8. Income from Operations. As a result of the above changes, income from operations decreased by 20% from approximately $2,809,000 for the period ended December 31, 2000 to approximately $2,242,000 for the period ended December 31, 2001. 9. Other Income. There was a 27% decrease in Other Income. The reduction was mainly due to a decrease in bank interest income and sales of scrap. 10 10. Foreign Exchange Losses/Gains. Foreign exchange rates suffered a loss of approximately $5,000 for the period ended December 31, 2000 and a loss of approximately $36,000 for the period ended December 31, 2001. This difference was primarily attributable to the increased strength of the RMB against the U.S. dollar. 11. Interest Expenses. Interest expenses increased 109% from approximately $327,000 in the period ended December 31, 2000 to approximately $682,000 for the period ended December 31, 2001. Korona contributed 10% of this increase, with the other portion of the increase resulting from the Company's increased use of its banking facilities to support the growth in sales. 12. Consultancy Fee. The Company has entered into an agreement with a third party to provide consulting/advisory services relating to the Company's capital structure and fund-raising activities. The agreement provided for the issuance by the Company to the third party of non-callable warrants to purchase 250,000 shares of the Company's common stock. The fair value of the warrants on the date of issue was US$1,144,260, based upon the calculation required under FAS 123 to value warrants issued to consultants, and was recognized as consultancy fee in the Consolidated Statements of Comprehensive Income for professional services rendered. The period of service is from July 2000 to January 2003 and a consultancy fee of approximately $255,000 was incurred for the period ended December 31, 2001, relating to warrants that were issued to the consultant. 13. Net Income. As a net result of the above changes, Net income decreased from the period ended December 31, 2000 compared to the period ended December 31, 2001 by approximately $1,260,000, a fall of 46%. 11 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. BONSO ELECTRONICS INTERNATIONAL INC. (Registrant) Date: May 7, 2002 By: /s/ Henry F. Schlueter ----------- --------------------------------------- Henry F. Schlueter, Assistant Secretary 12 -----END PRIVACY-ENHANCED MESSAGE-----