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Dear Shareholders,

VTech experienced a challenging environment in the financial

year 2016, resulting in a decrease in revenue and profitability.

The strong US dollar depressed the Group’s reported revenue,

while the weak economy in Europe affected sales in that

region. In addition, the data breach due to the cyber-attack

on VTech’s Learning Lodge in November 2015 added to the

decline in sales and profitability. Looking at the Group’s

product lines, strength in standalone electronic learning

products, commercial phones, other telecommunication

products and contract manufacturing services was offset

by weakness in platform products and residential phones.

In April 2016 the Group completed the acquisition of

LeapFrog Enterprises, Inc., a leading developer of educational

entertainment for children, paving the way for future growth in

electronic learning products.

Results and Dividend

Group revenue for the year ended 31 March 2016 decreased

by 1.2% to US$1,856.5 million. The decrease was due to lower

revenue in North America and Europe, which offset higher

revenue in Asia Pacific and Other Regions.

Profit attributable to shareholders of the Company decreased

by 8.4% to US$181.4 million. This fall in profit was partly

attributable to the decline in gross profit margin, which

resulted from unfavourable currency movements and a change

in product mix. Profitability was also impacted by higher

administrative and other operating expenses, which included

a provision and expenses related to the cyber-attack on the

Learning Lodge® app store.

Basic earnings per share fell by 8.5% to US72.2 cents, compared

to US78.9 cents in the previous financial year.

The Board of Directors has proposed a final dividend of

US25.0 cents per ordinary share, providing a full-year dividend

of US42.0 cents per ordinary share, a 46.2% decrease from

the US78.0 cents per ordinary share declared in the previous

financial year. This represents a reduction of the dividend

payout ratio to 58.2%, from 98.9% in the financial year 2015,

in order to fund the acquisition of LeapFrog. It also reflects the

year-on-year decline of basic earnings per share.

Costs

Costs presented a mixed picture in the financial year 2016 and

the gross profit margin declined year-on-year, largely because

of strong headwinds from foreign exchange movements and a

change in product mix. Because of these factors, cost of material

as a percentage of Group revenue was higher, even though

material costs decreased slightly from the previous financial year.

Direct labour costs declined as VTech improved productivity

further, reducing the number of workers by 9.9% year-on-year.

This was achieved through automation, process improvement

and product optimisation. Manufacturing overhead increased,

however, owing to wage inflation in mainland China and the

opening of additional CMS manufacturing facilities in July 2015.

Data Breach due to Cyber-attack

The financial year 2016 results were affected by the data

breach which occurred as a result of a cyber-attack on VTech’s

databases in November 2015. During the cyber-attack, an

unauthorised party accessed databases containing personal

information from users of Learning Lodge, the PlanetVTech

website and Kid Connect service. In total over five million

parent accounts and related child profiles were affected,

though no credit card or other financial information was

involved. VTech immediately took steps to suspend all affected

websites and services, inform customers and report the

incident to the authorities. As a result, Learning Lodge was

offline for several weeks during the key holiday period.

In April 2016 the Group completed the acquisition of LeapFrog

Enterprises, Inc., a leading developer of educational entertainment for

children, paving the way for future growth in electronic learning products.

2 VTech Holdings Limited

Annual Report 2016

Letter to Shareholders