BOSC BOS Better Online Solutions Ltd

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 6-K

 

Report of Foreign Private Issuer

Pursuant to Rule 13a - 16 or 15d -16

Under the Securities Exchange Act of 1934

 

For the Month of August 2023

 

Commission file number 001-14184

 

B.O.S. Better Online Solutions Ltd.

(Translation of Registrant’s Name into English)

 

20 Freiman Street, Rishon LeZion, 7535825, Israel 

(Address of principal executive office)

 

Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.

 

Form 20-F ☒     Form 40-F ☐

 

 

 

B.O.S. Better Online Solutions Ltd.

 

The GAAP financial statements, included in the Press Release that is attached to this Form 6-K, are hereby incorporated by reference into all effective Registration Statements filed by us under the Securities Act of 1933, as amended, to the extent not superseded by documents or reports subsequently filed or furnished.

 

The following exhibit is attached:

 

99.1

Press Release: BOS Reports Financial Results for the Second Quarter of the Year 2023.

 

 

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.

 

	B.O.S. Better Online Solutions Ltd.
	(Registrant)
	By:	/s/ Moshe Zeltzer
		Moshe Zeltzer
		Chief Financial Officer

 

Dated: August 22, 2023

 

 

EXHIBIT INDEX

 

EXHIBIT NO.		DESCRIPTION
99.1		Press Release: BOS Reports Financial Results for the Second Quarter of the Year 2023.

 

 

3

 

Exhibit 99.1

 

BOS Reports Financial Results for the Second Quarter of the Year 2023  

 

RISHON LE ZION, Israel, August 22, 2023 – BOS Better Online Solutions Ltd. (“BOS” or the “Company”) (NASDAQ: BOSC) reported its financial results for the second quarter of the year 2023.

 

Second Quarter 2023 Financial Highlights:

 

●

Revenues for the second quarter of 2023 grew by 9.5% to $11.3 million from $10.3 million in the comparable quarter last year.

 

●

Operating profit for the second quarter of 2023 increased by 32% to $707,000 compared to $537,000 in the comparable quarter last year.

 

●

EBITDA for the second quarter of 2023 increased by 32% to $863,000 from $653,000 in the comparable quarter last year.

 

●

Financial expenses for the second quarter of 2023 decreased to $98,000 compared to $378,000 in the comparable quarter last year. The decrease is attributed to the depreciation of the Israeli NIS as compared to the US dollar by 10.2% in the second quarter of the year 2022 as compared to a depreciation of 2.3% in the second quarter of the year 2023.

 

●

Net income for the second quarter of 2023 increased by 283% to $609,000 or $0.11 per basic share compared to $159,000 or $0.03 per basic share in the second quarter of the year 2022.

 

Ziv Dekel, BOS’ Chairman, stated: “BOS’ management has invested extensive resources to strengthen BOS’ market position and penetrate new business segments. I am pleased to see the positive results consistently yielded by these efforts since 2021. In addition, we are looking for an M&A opportunity for further expansion.”

 

Eyal Cohen, BOS’ CEO, stated: “The relatively strong results in the first half of the year and our backlog for the remainder of the year 2023 advance us towards meeting and possibly exceeding our financial targets for 2023, which are revenues of over $45 million and net income above $1.5 million.”

 

 

BOS will host a conference call on August 22, 2023 at 9:00 a.m. EDT – 4:00 p.m., Israel Time. A question-and-answer session will follow management’s presentation.

 

To access the conference call, please click on the following link: https://us06web.zoom.us/j/87034095301?pwd=ZGo3bGRuTTRCZEpYOHF1OW1RWml6Zz09 or dial to: +1 646 876 9923, meeting ID - 870 3409 530, passcode - 455932

 

For those unable to listen to the live call, a replay of the call will be available the next day on the BOS website: www.boscom.com

 

About BOS

 

BOS empowers inventory processes through its three business divisions:

 

●

The Intelligent Robotics division automates industrial and logistic inventory processes;

 

●

The RFID division marks and tracks inventory; and

 

●

The Supply Chain division manages inventory.

 

For additional information, contact: Eyal Cohen, CEO
+972-542525925 | eyalc@boscom.com

 

Use of Non-GAAP Financial Information

 

BOS reports financial results in accordance with US GAAP and herein provides some non-GAAP measures. These non-GAAP measures are not in accordance with, nor are they a substitute for, GAAP measures. These non-GAAP measures are intended to supplement the Company’s presentation of its financial results that are prepared in accordance with GAAP. The Company uses the non-GAAP measures presented to evaluate and manage the Company’s operations internally. The Company is also providing this information to assist investors in performing additional financial analysis that is consistent with financial models developed by research analysts who follow the Company. The reconciliation set forth below is provided in accordance with Regulation G and reconciles the non-GAAP financial measures with the most directly comparable GAAP financial measures.

 

 

Safe Harbor Regarding Forward-Looking Statements

 

The forward-looking statements contained herein reflect management’s current views with respect to future events and financial performance. These forward-looking statements are subject to certain risks and uncertainties that could cause the actual results to differ materially from those in the forward-looking statements, all of which are difficult to predict and many of which are beyond the control of BOS. These risk factors and uncertainties include, amongst others, the dependency of sales being generated from one or few major customers, the uncertainty of BOS being able to maintain current gross profit margins, inability to keep up or ahead of technology and to succeed in a highly competitive industry, inability to maintain marketing and distribution arrangements and to expand our overseas markets, uncertainty with respect to the prospects of legal claims against BOS, the effect of exchange rate fluctuations, general worldwide economic conditions, the continued availability of financing for working capital purposes and to refinance outstanding indebtedness; and additional risks and uncertainties detailed in BOS’ periodic reports and registration statements filed with the US Securities and Exchange Commission. BOS undertakes no obligation to publicly update or revise any such forward-looking statements to reflect any change in its expectations or in events, conditions or circumstances on which any such statements may be based, or that may affect the likelihood that actual results will differ from those set forth in the forward-looking statements.

 

 

CONSOLIDATED STATEMENTS OF OPERATIONS

U.S. dollars in thousands

 

		Six months ended June 30,								Three months ended June 30,
		2023				2022				2023				2022
		(Unaudited)								(Unaudited)
Revenues		$	23,478			$	21,138			$	11,336			$	10,350
Cost of revenues			18,409				16,667				8,931				8,130
Gross profit			5,069				4,471				2,405				2,220
Operating costs and expenses:
Research and development			78				87				37				36
Sales and marketing			2,470				2,340				1,224				1,176
General and administrative			912				999				437				471
Acquisition expenses			-				44				-				-
Total operating costs and expenses			3,460				3,470				1,698				1,683
Operating income			1,609				1,001				707				537
Financial expenses, net			(343	)			(529	)			(98	)			(378	)
Income before taxes on income			1,266				472				609				159
Taxes on income			-				-				-				-
Net income		$	1,266			$	472			$	609			$	159
Basic and diluted net income per share		$	0.22			$	0.09			$	0.11			$	0.03
Weighted average number of shares used in computing basic net income per share			5,707				5,395				5,712				5,538
Weighted average number of shares used in computing diluted net income per share			5,767				5,438				5,847				5,570
Number of outstanding shares as of June 30, 2023 and 2022			5,741				5,702				5,741				5,702

 

 

CONSOLIDATED BALANCE SHEETS

(U.S. dollars in thousands)

 

		June 30, 2023				December 31, 2022
		(Unaudited)				(Audited)
ASSETS
CURRENT ASSETS:
Cash and cash equivalents		$	1,931			$	1,763
Restricted bank deposits			144				130
Trade receivables			11,011				10,834
Other accounts receivable and prepaid expenses			1,167				1,414
Inventories			7,667				6,433
Total current assets			21,920				20,574
LONG-TERM ASSETS			244				260
PROPERTY AND EQUIPMENT, NET			3,341				3,270
OPERATING LEASE RIGHT-OF-USE ASSETS, NET			955				1,110
OTHER INTANGIBLE ASSETS, NET			1,174				486
GOODWILL			4,895				4,895
Total assets		$	32,529			$	30,595

 

 

CONSOLIDATED BALANCE SHEETS

(U.S. dollars in thousands)

 

		June 30, 2023				December 31, 2022
		(Unaudited)				(Audited)
LIABILITIES AND SHAREHOLDERS’ EQUITY
CURRENT LIABILITIES:
Current maturities of long term loans		$	391			$	586
Operating lease liabilities, current			235				301
Trade payables			7,801				7,984
Employees and payroll accruals			980				1,016
Deferred revenues			1,550				542
Advances net of inventory in process			79				47
Accrued expenses and other liabilities			812				719
Total current liabilities			11,848				11,195
LONG-TERM LIABILITIES:
Long-term loans, net of current maturities			1,209				1,294
Operating lease liabilities, non-current			674				827
Long term deferred revenues			401				241
Accrued severance pay			363				404
Total long-term liabilities			2,647				2,766
TOTAL SHAREHOLDERS’ EQUITY			18,034				16,634
Total liabilities and shareholders’ equity		$	32, 529			$	30,595

 

 

CONDENSED CONSOLIDATED EBITDA

(U.S. dollars in thousands)

 

		Six months ended June 30,								Three months ended June 30,
		2023				2022				2023				2022
Operating income		$	1,609			$	1,001			$	707			$	537
Add:
Amortization of intangible assets			73				45				47				31
Stock-based compensation			49				50				24				25
Depreciation			165				118				85				60
EBITDA		$	1,896			$	1,214			$	863			$	653

 

 

SEGMENT INFORMATION

(U.S. dollars in thousands)

 

		RFID				Supply Chain Solutions				Intelligent Robotics				Intercompany				Consolidated
		Six months ended June 30, 2023
Revenues		$	6,948			$	15,351			$	1,257			$	77			$	23,633
Gross profit			1,796				3,253				20				-				5,069
Allocated operating expenses			1,097				1,859				130				-				3,086
Acquisition expenses			-				-				-				-				-
Unallocated operating expenses*			-				-				-				374
Income (loss) from operations		$	699			$	1,394			$	(110	)			-				1,609
Financial expenses and tax on income																			(343	)
Net income																		$	1,266

 

		RFID				Supply Chain Solutions				Intelligent Robotics				Intercompany				Consolidated
		Six months ended June 30, 2022
Revenues		$	7,693			$	12,873			$	572			$	-			$	21,138
Gross profit (loss)			1,915				2,575				(19	)			-				4,471
Allocated operating expenses			1,209				1,585				271				-				3,065
Acquisition expenses			44				-				-				-				44
Unallocated operating expenses*			-				-				-								361
Income (loss) from operations		$	662			$	990			$	(290	)			-				1,001
Financial expenses and tax on income																			(529	)
Net income																		$	472

 

*

Unallocated operating expenses include costs not specific to a particular segment but are general to the group, such as expenses incurred for insurance of directors and officers, public company fees, legal fees, and other similar corporate costs.

 

 

SEGMENT INFORMATION

(U.S. dollars in thousands)

 

		RFID				Supply Chain Solutions				Intelligent Robotics				Intercompany				Consolidated
		Three months ended June 30, 2023
Revenues		$	2,931			$	7,863			$	557			$	14			$	11,365
Gross profit			689				1,668				48				-				2,405
Allocated operating expenses			524				931				55				-				1,510
Unallocated operating expenses*															-				188
Income (loss) from operations		$	165			$	737			$	(7	)			-				707
Financial expenses and tax on income																			(98	)
Net income																		$	609

 

		RFID				Supply Chain Solutions				Intelligent Robotics				Intercompany				Consolidated
		Three months ended June 30, 2022
Revenues		$	3,590			$	6,366			$	394			$	-			$	10,350
Gross profit			885				1,332				3				-				2,220
Allocated operating expenses			566				809				129				-				1,504
Unallocated operating expenses*															-				179
Income (loss) from operations		$	319			$	523			$	(126	)			-				537
Financial expenses and tax on income																			(378	)
Net income																		$	159

 

*

Unallocated operating expenses include costs not specific to a particular segment but are general to the group, such as expenses incurred for insurance of directors and officers, public company fees, legal fees, and other similar corporate costs.

 

 

9

 

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