6-K
BONSO ELECTRONICS INTERNATIONAL INC (BNSOF)
SECURITIES AND EXCHANGECOMMISSION
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 February 24, 2022
Commission File Number: 0-17601
BONSO ELECTRONICSINTERNATIONAL INC.
(Exact name of Registrant as specified in its charter)
BritishVirgin Islands
(Jurisdiction of incorporation or organization)
Unit 1404,14/F, Cheuk Nang Centre,
9 HillwoodRoad, Tsimshatsui
Kowloon,Hong Kong
(Address of principal executive offices)
AlbertSo, Chief Financial Officer and Secretary
Tel: (852)2605-5822 Fax: (852) 2691-1724
Email:albert@bonso.com
Unit 1404,14/F, Cheuk Nang Centre,
9 HillwoodRoad, Tsimshatsui
Kowloon,Hong Kong
(Name, Telephone, email and/or fax number and address of Company Contact Person)
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 ☒ Form 40-F ☐
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ☐
Note : Regulation S-T Rule 101(b)(1) only permits the submission in paper of a Form 6-K if submitted solely to provide an attached annual report to security holders.
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ☐
Note: Regulation S-T Rule 101(b)(7) only permits the submission in paper of a Form 6-K if submitted to furnish a report or other document that the registrant foreign private issuer must furnish and make public under the laws of the jurisdiction in which the registrant is incorporated, domiciled or legally organized (the registrant’s “home country”), or under the rules of the home country exchange on which the registrant’s securities are traded, as long as the report or other document is not a press release, is not required to be and has not been distributed to the registrant’s security holders, and, if discussing a material event, has already been the subject of a Form 6-K submission or other Commission filing on EDGAR.
TABLE OF CONTENTS
REPORT FOR THE SIX-MONTH PERIOD ENDED SEPTEMBER 30, 2021 ON FORM 6-K
| Page | |
|---|---|
| Consolidated Financial Statements | 3 |
| Unaudited Consolidated Balance Sheet as of September 30, 2021 and Audited Consolidated Balance<br> Sheets as of March 31, 2021 | 4 |
| Unaudited Consolidated Statements of Operations and Comprehensive (Loss) / Income for the Six-Month<br> Periods Ended September 30, 2021, and September 30, 2020 | 5 |
| Management’s Discussion and Analysis of Financial Condition and Results of Operations | 6 |
| Liquidity and Capital Resources | 8 |
| Stock Repurchase Program | 8 |
| Signature | 9 |
| Exhibits | |
| 99.1 Press Release disclosing Results of Operations dated February 24, 2022. |
| 2 |
| --- |
UnauditedConsolidated Balance Sheets
(Expressedin United States Dollars)
| September 30, | |||
|---|---|---|---|
| 2021 | |||
| in thousands | |||
| Assets | |||
| Current assets | |||
| Cash and cash equivalents | |||
| Trade receivables, net | |||
| Other receivables, deposits and prepayments | |||
| Inventories, net | |||
| Income tax recoverable | |||
| Financial instruments at fair value | |||
| Total current assets | |||
| Investment in life settlement contracts | |||
| Financial instruments at amortized cost | |||
| Other intangible assets | |||
| Deferred tax asset | |||
| Right-of-use assets | |||
| Property, plant and equipment, net | |||
| Total assets | |||
| Liabilities and stockholders’ equity | |||
| Current liabilities | |||
| Notes payable - secured | |||
| Bank loans - secured | |||
| Accounts payable | |||
| Contract liabilities | |||
| Accrued charges and deposits | |||
| Refund liabilities | |||
| Payable to affiliated party | |||
| Income tax payable | |||
| Lease liabilities | |||
| Total current liabilities | |||
| Lease liabilities, non-current | |||
| Long-term deposit received | |||
| Long-term loan | |||
| Total liabilities | |||
| Stockholders’ equity | |||
| Common stock par value 0.003 per share | |||
| - authorized shares - 23,333,334 | |||
| - issued shares: Mar 31, 2021 - 5,828,205; Sep 30, 2021 - 5,828,205 | |||
| outstanding shares: Mar 31, 2021 - 4,857,187; Sep 30, 2021 - 4,857,187 | |||
| Additional paid-in capital | |||
| Treasury stock at cost: Mar 31, 2021 - 971,018; Sep 30, 2021 - 971,018 | ) | ) | |
| Accumulated deficit | ) | ) | |
| Accumulated other comprehensive income | |||
| Total liabilities and stockholders’ equity |
All values are in US Dollars.
| 3 |
| --- |
UnauditedConsolidated Statements of Operations and Comprehensive Income
(Expressedin United States Dollars)
| Six months ended September 30, 2020 | Six months ended September 30, 2021 | |||
|---|---|---|---|---|
| in thousands | in thousands | |||
| (unaudited) | (unaudited) | |||
| Net revenue | 8,124 | 6,006 | ||
| Cost of revenue | (3,054 | (3,353 | ||
| Gross profit | 5,070 | 2,653 | ||
| Selling, general and administrative expenses | (4,592 | (4,736 | ||
| Other income, net | 40 | 151 | ||
| Income / (loss) from operations | 518 | (1,932 | ||
| Non-operating expenses, net | (317 | (182 | ||
| Income / (loss) before income taxes | 201 | (2,114 | ||
| Income tax expense | — | — | ||
| Net income / (loss) | 201 | (2,114 | ||
| Other comprehensive income / (loss), net of tax: | ||||
| Foreign currency translation adjustments, net of tax | 859 | (285 | ||
| Comprehensive income / (loss) | 1,060 | (2,399 | ||
| Earnings / (loss) per share | ||||
| Weighted average number of shares outstanding | 4,896,845 | 4,857,187 | ||
| Diluted weighted average number of shares outstanding | 5,091,440 | 4,857,187 | ||
| Earnings / (loss) per common share (in U.S. Dollars) | 0.04 | (0.44 | ||
| Earnings / (loss) per common share (in U.S. Dollars) - assuming dilution | 0.04 | (0.44 |
All values are in US Dollars.
| 4 |
| --- |
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE PERIODS ENDED SEPTEMBER 30, 2021 AND 2020
| 1. | These<br> financial statements, including the consolidated balance sheet as of March 31, 2021, which was derived from audited financial statements,<br> do not include all of the information and notes required by U.S. Generally Accepted Accounting Principles for complete financial<br> statements and should be read in conjunction with the consolidated financial statements and accompanying notes included in the Company’s<br> annual report on Form 20-F for the fiscal year ended March 31, 2021. |
|---|---|
| 2. | In<br> the opinion of management, all adjustments (consisting of normal, recurring adjustments) considered necessary for a fair presentation<br> have been included. Operating results for the interim periods presented are not necessarily indicative of the results that may be<br> expected for the full year ending March 31, 2022. |
| --- | --- |
| 5 |
| --- |
Management’sDiscussion and Analysis of Financial Condition and Results of Operations
Overview
Bonso Electronics designs, develops, manufactures, assembles and markets a comprehensive line of electronic scales, weighing instruments, health care products and pet electronic products.
During the six-month period ended September 30, 2021, our net revenue decreased approximately $2,118,000, or 26.1%, as compared to the six-month period ended September 30, 2020. The primary reason for the decrease in net revenue was the decreased overall demand for our pet electronic products during the period. We recognized a net loss of approximately $2,114,000 for the six-month period ended September 30, 2021, as compared to a net gain of approximately $201,000 for the six-month period ended September 30, 2020.
Our net revenue during the six-month period ended September 30, 2021 decreased as a result of decreased sales of pet electronic products through online sales channels. Due to competition from other similar products, both selling price and sales volume decreased during the six-month period ended September 30, 2021. We continue to manufacture new pet electronic products and purchase other related products to increase our sales and market share.
The required government approvals for the redevelopment of our old factory site in Shenzhen have been delayed due to the pandemic. Further, we believe the recent liquidity problems of several of China’s largest property developers have contributed to governmental delays across the property development sector. We are working with our development partner to obtain the remaining governmental approvals for the redevelopment of the Shenzhen factory. The redevelopment project has been delayed, and this will affect the timing on completion of the project.
On February 24, 2022, the Company issued a press release disclosing its results of operations for the six-month period ended September 30, 2021. A copy of this press release is attached to this Form 6-K as exhibit 99.1.
| 6 |
| --- |
Resultsof Operations
Six-MonthPeriod Ended September 30, 2021 Compared to the Six-Month Period Ended September 30, 2020 ****
NetRevenue. During the six-month period ended September 30, 2020, our net revenue decreased 26.1%, or approximately $2,118,000, from approximately $8,124,000 for the six-month period ended September 30, 2020 to approximately $6,006,000. The decreased revenue was primarily the result of a decrease in overall demand for our pet electronic products.
Costof Revenue. During the six-month period ended September 30, 2021, cost of revenue increased to approximately $3,353,000 from approximately $3,054,000 during the six-month period ended September 30, 2020, an increase of approximately $299,000, or 9.8%. As a percentage of revenue, the cost of revenue increased from 37.6% to 55.8%. The increase was primarily the result of increased material costs during the six-month period ended September 30, 2021.
GrossMargin. As a result of the factors noted above, gross margin decreased by $2,417,000 from $5,070,000 in the six months ended September 30, 2020 to $2,653,000 during the six months ended September 30, 2021. As a percentage of revenue, gross margin decreased to 44.2% during the six-month period ended September 30, 2021 as compared to 62.4% during the same period in the prior year.
Selling,General and Administrative Expenses. Selling, general and administrative expenses increased by 3.1%, or approximately $144,000, from approximately $4,592,000 for the six-month period ended September 30, 2020 to approximately $4,736,000 for the six-month period ended September 30, 2021. The increase was primarily the result of a one-off provision of loss in financial instruments at an amortized cost of approximately $523,000 during the six-month period ended September 30, 2021, as the recoverability of a financial instrument is in doubt.
OtherIncome, Net. Other income, net increased approximately $111,000, or 277.5%, from approximately $40,000 for the six-month period ended September 30, 2020 to approximately $151,000 for the six-month period ended September 30, 2021. The increase was a result of increased government subsidy received during the six-month period ended September 30, 2021.
Income/ (Loss) From Operations. As a result of the above changes, loss from operations was approximately $1,932,000 for the six-month period ended September 30, 2021, compared to an income from operations of approximately $518,000 for the six-month period ended September 30, 2020, an increase in loss of approximately $2,450,000.
Non-operatingExpenses, Net. Non-operating expenses, net decreased from approximately $317,000 for the six-month period ended September 30, 2020 to approximately $182,000 for the six-month period ended September 30, 2021. The decrease in net non-operating expenses was primarily the result of decreased foreign exchange loss during the six-month period ended September 30, 2021.
| 7 |
| --- |
NetIncome / (Loss). As a result of the above changes, net income decreased from a net gain of approximately $201,000 for the six-month period ended September 30, 2020 to a net loss of approximately $2,114,000 for the six-month period ended September 30, 2021, a decrease of approximately $2,315,000.
ForeignCurrency Translation Adjustments, Net of Tax. Foreign currency translation adjustments, net of tax decreased from a gain of approximately $859,000 for the six-month period ended September 30, 2020 to a loss of approximately $285,000 for the six-month period ended September 30, 2021, a decrease of approximately $1,144,000. The loss was primarily attributable to the result of the revaluation of assets denominated in Chinese Yuan (“CNY”) due to different CNY/USD exchange rates at the balance sheet dates of March 31, 2021 and September 30, 2021.
ComprehensiveIncome / (Loss). As a result of the factors described above, comprehensive income decreased from a gain of approximately $1,060,000 for the six-month period ended September 30, 2020, to a loss of approximately $2,399,000 for the six-month period ended September 30, 2021.
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 operations, expansions and upgrades of our manufacturing facilities.
As of September 30, 2021, we had approximately $7,575,000 in cash and cash equivalents as compared to approximately $10,060,000 as of March 31, 2021. At September 30, 2021, working capital was approximately $6,394,000, compared to approximately $7,987,000 at March 31, 2021. The decrease was the result of loss generated from operations and repayment of bank loans, during the six-month period ended September 30, 2021.
We believe that our cash flows from operations, our current cash balance and funds available under our working capital and credit facilities will be sufficient to meet our working capital needs and planned capital expenditures for the next twelve months. ****
StockRepurchase Program
The following table contains the Company’s purchases of equity securities during the six-month period ended September 30, 2021.
| Issuer Purchases of Equity Securities | ||||||||
|---|---|---|---|---|---|---|---|---|
| Period | (a) Total Number of Shares (or Units) Purchased | (b) Average Price Paid per Share (or Unit) | (c) Total Number of Shares (or Units) Purchased as Part of Publicly Announced Plans or Programs | (d) Maximum Number (or Approximate Dollar Value) of Shares (or Units) that May Yet Be Purchased Under the Plans or Programs | ||||
| April 1, 2021 to <br> April 30, 2021 | — | — | — | $ | 2,825,537 | |||
| May 1, 2021 to <br> May 31, 2021 | — | — | — | $ | 2,825,537 | |||
| June 1, 2021 to <br> June 30, 2021 | — | — | — | $ | 2,825,537 | |||
| July 1, 2021 to <br> July 31, 2021 | — | — | — | $ | 2,825,537 | |||
| August 1, 2021 to <br> August 31, 2021 | — | — | — | $ | 2,825,537 | |||
| September 1, 2021 to <br> September 30, 2021 | — | — | — | $ | 2,825,537 | |||
| TOTAL | — | — | — |
During the six-month period ended September 30, 2021, the Company has not purchased any shares of its common stock under the share repurchase program. As of September 30, 2021, the Company (through its subsidiary) had repurchased an aggregate of 1,005,018 shares of its common stock. The Company may from time to time repurchase additional shares of its Common Stock under this program.
| 8 |
| --- |
Exhibits
99.1 Press Release disclosing Results of Operations dated February 24, 2022.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| BONSO ELECTRONICS<br>INTERNATIONAL, INC.<br><br><br>(Registrant) | ||
|---|---|---|
| Date: February 24, 2022 | By: | /s/ Albert So |
| Albert So, Chief Financial Officer and<br> Secretary |
Exhibit 99.1
PRESS RELEASE
Bonso Reports Half Year Results
HONG KONG, February 24, 2022 (Globe Newswire) -- Bonso Electronics International, Inc. (NASDAQ: BNSO) today announced its unaudited results for the six-month period ended September 30, 2021.
Bonso reported a net loss for the six-month period ended September 30, 2021, of $2.10 million, or $0.44 basic loss per share, as compared to net income of $0.20 million, or $0.04 basic and diluted earnings per share, posted during the six-month period ended September 30, 2020. Net revenue for the six-month period ended September 30, 2021, decreased 26.1% to $6.0 million from $8.1 million for the six-month period ended September 30, 2020. The decreased net income resulted principally from the decrease in revenue related to the Company’s pet electronic products for the six-month period ended September 30, 2021.
Mr. Andrew So, President and CEO stated: “Our net revenue during the six-month period ended September 30, 2021, decreased as a result of decreased sales of pet electronic products through online sales channels. Due to competition from other similar products, both selling price and sales volume decreased. We continue to manufacture new pet electronic products and purchase other related products to increase our sales and market share.”
Furthermore, Mr. So stated: “The required government approvals for the redevelopment of our old factory site in Shenzhen have been delayed due to the pandemic. Further, we believe the recent liquidity problems of several of China’s largest property developers have contributed to governmental delays across the property development sector. . We are working with our development partner to obtain the remaining governmental approvals for the redevelopment of the Shenzhen factory. The redevelopment project has been delayed, and this will affect the timing on completion of the project.”
About Bonso Electronics
Bonso Electronics designs, develops, manufactures, assembles, and markets a comprehensive line of electronic scales, weighing instruments and pet electronics products. Bonso products are manufactured in the People's Republic of China for 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. Bonso also independently designs and develops electronic products for private label markets. Bonso rents factory space and equipment to third parties and is also continuing the process to obtain the necessary approvals to redevelop the land upon which its Shenzhen factory is located. For further information, visit the Company's web site at http://www.bonso.com.
This news release includes forward looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities and Exchange Act of 1934, as amended. Forward looking statements may be identified by such words or phrases as "should," "intends," "is subject to," "expects," "will," "continue," "anticipate," "estimated," "projected," "may," "I or we believe," "future prospects," "our strategy," or similar expressions. Forward-looking statements made in this press release that relate to the redevelopment of our old Shenzhen factory involve known and unknown risks and uncertainties that may cause the actual results to differ materially from those expected and stated in this announcement. We undertake no obligation to update "forward-looking" statements.
For more information please contact:
Albert So
Chief Financial Officer and Secretary
Tel: 852 2605 5822
Fax: 852 2691 1724
SOURCE Bonso Electronics
-- Tables to Follow –
UnauditedConsolidated Balance Sheets
(Expressedin United States Dollars)
| September 30, | |||
|---|---|---|---|
| 2021 | |||
| in thousands | |||
| Assets | |||
| Current assets | |||
| Cash and cash equivalents | |||
| Trade receivables, net | |||
| Other receivables, deposits and prepayments | |||
| Inventories, net | |||
| Income tax recoverable | |||
| Financial instruments at fair value | |||
| Total current assets | |||
| Investment in life settlement contracts | |||
| Financial instruments at amortized cost | |||
| Other intangible assets | |||
| Deferred tax asset | |||
| Right-of-use assets | |||
| Property, plant and equipment, net | |||
| Total assets | |||
| Liabilities and stockholders’ equity | |||
| Current liabilities | |||
| Notes payable - secured | |||
| Bank loans - secured | |||
| Accounts payable | |||
| Contract liabilities | |||
| Accrued charges and deposits | |||
| Refund liabilities | |||
| Payable to affiliated party | |||
| Income tax payable | |||
| Lease liabilities | |||
| Total current liabilities | |||
| Lease liabilities, non-current | |||
| Long-term deposit received | |||
| Long-term loan | |||
| Total liabilities | |||
| Stockholders’ equity | |||
| Common stock par value 0.003 per share | |||
| - authorized shares - 23,333,334 | |||
| - issued shares: Mar 31, 2021 - 5,828,205; Sep 30, 2021 - 5,828,205 | |||
| outstanding shares: Mar 31, 2021 - 4,857,187; Sep 30, 2021 - 4,857,187 | |||
| Additional paid-in capital | |||
| Treasury stock at cost: Mar 31, 2021 - 971,018; Sep 30, 2021 - 971,018 | ) | ) | |
| Accumulated deficit | ) | ) | |
| Accumulated other comprehensive income | |||
| Total liabilities and stockholders’ equity |
All values are in US Dollars.
UnauditedConsolidated Statements of Operations and Comprehensive Income
(Expressedin United States Dollars)
| Six months ended September 30, 2020 | Six months ended September 30, 2021 | |||
|---|---|---|---|---|
| in thousands | in thousands | |||
| (unaudited) | (unaudited) | |||
| Net revenue | 8,124 | 6,006 | ||
| Cost of revenue | (3,054 | (3,353 | ||
| Gross profit | 5,070 | 2,653 | ||
| Selling, general and administrative expenses | (4,592 | (4,736 | ||
| Other income, net | 40 | 151 | ||
| Income / (loss) from operations | 518 | (1,932 | ||
| Non-operating expenses, net | (317 | (182 | ||
| Income / (loss) before income taxes | 201 | (2,114 | ||
| Income tax expense | — | — | ||
| Net income / (loss) | 201 | (2,114 | ||
| Other comprehensive income / (loss), net of tax: | ||||
| Foreign currency translation adjustments, net of tax | 859 | (285 | ||
| Comprehensive income / (loss) | 1,060 | (2,399 | ||
| Earnings / (loss) per share | ||||
| Weighted average number of shares outstanding | 4,896,845 | 4,857,187 | ||
| Diluted weighted average number of shares outstanding | 5,091,440 | 4,857,187 | ||
| Earnings / (loss) per common share (in U.S. Dollars) | 0.04 | (0.44 | ||
| Earnings / (loss) per common share (in U.S. Dollars) - assuming dilution | 0.04 | (0.44 |
All values are in US Dollars.