6-K
Bos Better Online Solutions Ltd (BOSC)
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 April 2024
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into all effective Registration Statements filed by us under the Securities Act of 1933, as amended, to the extent not superseded by documents or reports subsequently filed or furnished.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 Fourth Quarter and the Year 2023. |
|---|
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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.<br> Better Online Solutions Ltd. | ||
|---|---|---|
| (Registrant) | ||
| By: | /s/<br> Moshe Zeltzer | |
| Moshe<br> Zeltzer | ||
| Chief<br> Financial Officer |
Dated: April 1, 2024
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EXHIBIT INDEX
| EXHIBIT NO. | DESCRIPTION | |
|---|---|---|
| 99.1 | Press Release: BOS Reports Financial Results for the Fourth Quarter and the Year 2023. |
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Exhibit99.1
BOSReports Financial Results for the Fourth Quarter and the Year 2023
Exceedsthe projections for 2023 and positive outlook for year 2024
RISHON LE ZION, Israel, March 28, 2024 – BOS Better Online Solutions Ltd. (“BOS” or the “Company”) (NASDAQ: BOSC) reported its financial results for the fourth quarter and the year 2023.
Year2023 Financial Highlights:
| ● | Revenues grew by 6.5% to $44.2 million from $41.5 million in the year 2022 ; |
|---|---|
| ● | Operating profit increased to $2.5 million from $1.9 million in the year 2022; |
| --- | --- |
| ● | EBITDA amounted to $3.06 million compared to $2.4 million in the year 2022. |
| --- | --- |
| ● | Financial expenses decreased to $441,000 from $647,000 in the year 2022. |
| --- | --- |
| ● | Net income amounted to $2.01 million or $0.35 per basic share compared to $1.28 million or<br> $0.23 per basic share in the year 2022. |
| --- | --- |
FourthQuarter 2023 Financial Highlights:
| ● | Revenues reduced by 3.5% to $10.9 million from $11.3 million in the fourth quarter of the year<br> 2022; |
|---|---|
| ● | Operating profit amounted to $400,000 compared to $652,000 in the fourth quarter of the year 2022; |
| --- | --- |
| ● | EBITDA amounted to $562,000 compared to $781,000 in the fourth quarter of the year 2022; |
| --- | --- |
| ● | Financial income amounted to $31,000 compared to financial expenses of $115,000 in the fourth quarter<br> of the year 2022; |
| --- | --- |
| ● | Net income amounted to $427,000 or $0.07 per basic share compared to $531,000 or $0.09 per<br> basic share in the fourth quarter of the year 2022; |
| --- | --- |
Eyal Cohen, BOS’ CEO, stated: “We are pleased with the financial results of year 2023, which reflect net income of $2 million, above our expectation of $1.5 million.
The fourth quarter results of 2023 were weak as compared to those of the fourth quarter of 2022 due to the war that started in October 2023. However, during the first quarter of 2024, the business environment in Israel has begun to recover. In addition, most of our business is linked to the Israeli defense market that has been showing increased demand. We therefore expect that in 2024 our revenues will grow to $46M million from $44.2 million in 2023 and our net income shall increase to $2.2 million from $2 million in 2023”.
Ziv Dekel, BOS’ Chairman stated: “Year 2023 was characterized by growing in revenues and net income which supported by continued strengthening of BOS’ core capabilities and enhancement of our competitive position in our different market places. This forms the basis for our future growth and profits.”
BOS will host a video conference meeting on March 28, 2024 at 9:00 a.m. EDT. A question-and-answer session will follow management’s presentation.
To access the video conference meeting, please click on the following link:
https://us06web.zoom.us/j/81096669677?pwd=UDnhFOusds9UBQSEkC28wqY9pvM1ac.1
or dial: +1 646 876 9923, meeting ID - 810 9666 9677, passcode - 185490
For those unable to participate in the video conference, a recording of the meeting will be available the next day on the BOS website: www.boscorporate.com
About BOS
BOS’ technologies enhance inventory processes through three business divisions:
| ● | The<br> Intelligent Robotics division automates industrial and logistic inventory processes; |
|---|---|
| ● | The<br> RFID division marks and tracks inventory; and |
| --- | --- |
| ● | The<br> Supply Chain division manages inventory. |
| --- | --- |
Contact:
Eyal Cohen, CEO
+972-542525925 | [email protected]
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Useof 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.
SafeHarbor 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**.**
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CONSOLIDATEDSTATEMENTS OF OPERATIONS
U.S.dollars in thousands
| Year<br> ended<br> December 31, | Three<br> months ended<br> December 31, | |||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2023 | 2022 | 2023 | 2022 | |||||||||||||
| (Unaudited) | (Audited) | (Unaudited) | (Audited) | |||||||||||||
| Revenues | $ | 44,179 | $ | 41,511 | $ | 10,886 | $ | 11,328 | ||||||||
| Cost of revenues | 34,970 | 32,451 | 8,796 | 8,738 | ||||||||||||
| Gross profit | 9,209 | 9,060 | 2,090 | 2,590 | ||||||||||||
| Operating costs and<br> expenses: | ||||||||||||||||
| Research and development | 158 | 166 | 44 | 38 | ||||||||||||
| Sales and marketing | 4,891 | 4,924 | 1,278 | 1,375 | ||||||||||||
| General and administrative | 1,762 | 2,122 | 420 | 564 | ||||||||||||
| Other<br> income, net | (52 | ) | (81 | ) | (52 | ) | (39 | ) | ||||||||
| Total<br> operating costs and expenses | 6,759 | 7,131 | 1,690 | 1,938 | ||||||||||||
| Operating income | 2,450 | 1,929 | 400 | 652 | ||||||||||||
| Financial<br> income (expenses), net | (441 | ) | (647 | ) | 31 | (115 | ) | |||||||||
| Income before taxes<br> on income | 2,009 | 1,282 | 431 | 537 | ||||||||||||
| Taxes<br> on income | (4 | ) | (6 | ) | (4 | ) | (6 | ) | ||||||||
| Net<br> income | $ | 2,005 | $ | 1,276 | $ | 427 | $ | 531 | ||||||||
| Basic<br> net income per share | $ | 0.35 | $ | 0.23 | $ | 0.07 | $ | 0.09 | ||||||||
| Diluted<br> net income per share | $ | 0.34 | $ | 0.23 | $ | 0.07 | $ | 0.09 | ||||||||
| Weighted<br> average number of shares used in computing basic net income per share | 5,727 | 5,550 | 5,748 | 5,702 | ||||||||||||
| Weighted<br> average number of shares used in computing diluted net income per share | 5,905 | 5,589 | 5,856 | 5,703 | ||||||||||||
| Number<br> of outstanding shares as of December 31, 2023 and 2022 | 5,748 | 5,702 | 5,748 | 5,702 |
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CONSOLIDATEDBALANCE SHEETS
(U.S. dollars in thousands)
| December<br> 31, <br><br> 2023 | December<br> 31, <br><br> 2022 | |||||||
|---|---|---|---|---|---|---|---|---|
| (Unaudited) | (Audited) | |||||||
| ASSETS | ||||||||
| CURRENT ASSETS: | ||||||||
| Cash and<br> cash equivalents | $ | 2,344 | $ | 1,763 | ||||
| Restricted bank deposits | 217 | 130 | ||||||
| Trade receivables | 12,424 | 10,834 | ||||||
| Other accounts receivable<br> and prepaid expenses | 963 | 1,414 | ||||||
| Inventories | 6,070 | 6,433 | ||||||
| Total current assets | 22,018 | 20,574 | ||||||
| LONG-TERM ASSETS | 196 | 260 | ||||||
| PROPERTY AND EQUIPMENT,<br> NET | 3,268 | 3,270 | ||||||
| OPERATING LEASE RIGHT-OF-USE<br> ASSETS, NET | 1,026 | 1,110 | ||||||
| OTHER INTANGIBLE ASSETS,<br> NET | 1,078 | 486 | ||||||
| GOODWILL | 4,895 | 4,895 | ||||||
| Total<br> assets | $ | 32,481 | $ | 30,595 |
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CONSOLIDATEDBALANCE SHEETS
(U.S. dollars in thousands)
| December 31, 2023 | December<br> 31, <br><br> 2022 | |||||||
|---|---|---|---|---|---|---|---|---|
| (Unaudited) | (Audited) | |||||||
| LIABILITIES AND SHAREHOLDERS’ EQUITY | ||||||||
| CURRENT LIABILITIES: | ||||||||
| Current<br> maturities of long-term loans | $ | 170 | $ | 586 | ||||
| Operating<br> lease liabilities, current | 235 | 301 | ||||||
| Trade<br> payables | 7,710 | 7,984 | ||||||
| Employees<br> and payroll accruals | 980 | 1,016 | ||||||
| Deferred<br> revenues | 600 | 542 | ||||||
| Advances<br> net of inventory in process | 137 | 47 | ||||||
| Accrued<br> expenses and other liabilities | 1,072 | 719 | ||||||
| Total current<br> liabilities | 10,904 | 11,195 | ||||||
| LONG-TERM LIABILITIES: | ||||||||
| Long-term loans, net<br> of current maturities | 1,150 | 1,294 | ||||||
| Operating<br> lease liabilities, non-current | 759 | 827 | ||||||
| Long-term<br> deferred revenues | 339 | 241 | ||||||
| Accrued<br> severance pay | 490 | 404 | ||||||
| Total long-term<br> liabilities | 2,738 | 2,766 | ||||||
| TOTAL<br> SHAREHOLDERS’ EQUITY | 18,839 | 16,634 | ||||||
| Total liabilities<br> and shareholders’ equity | $ | 32,481 | 30,<br> 595 |
All values are in US Dollars.
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CONDENSEDCONSOLIDATED EBITDA
(U.S. dollars in thousands)
| Year<br> ended<br> December 31, | Three<br> months ended<br> December 31, | |||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2023 | 2022 | 2023 | 2022 | |||||||||||||
| Operating<br>income | $ | 2,450 | $ | 1,929 | $ | 400 | $ | 652 | ||||||||
| Add: | ||||||||||||||||
| Amortization of intangible<br> assets | 168 | 107 | 48 | 31 | ||||||||||||
| Stock-based<br> compensation | 98 | 97 | 24 | 22 | ||||||||||||
| Depreciation | 342 | 255 | 90 | 76 | ||||||||||||
| EBITDA | $ | 3,058 | $ | 2,388 | $ | 562 | $ | 781 |
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SEGMENTINFORMATION
(U.S. dollars in thousands)
| **** | **** | RFID | **** | **** | Supply Chain Solutions | **** | **** | Intelligent Robotics | **** | **** | Intercompany | **** | **** | Consolidated | **** | |||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Year ended December 31, 2023 | ||||||||||||||||||||
| Revenues | $ | 13,713 | $ | 28,845 | 1,742 | (121 | ) | $ | 44,179 | |||||||||||
| Gross profit | 3,179 | 5,845 | 185 | 9,209 | ||||||||||||||||
| Allocated operating expenses | 2,150 | 3,675 | 258 | 6,083 | ||||||||||||||||
| Unallocated operating<br> expenses* | - | - | 676 | |||||||||||||||||
| Income (loss) from operations | $ | 1,029 | $ | 2,170 | $ | (73 | ) | 2,450 | ||||||||||||
| Financial expenses and<br> tax on income | (445 | ) | ||||||||||||||||||
| Net income | $ | 2,005 | ||||||||||||||||||
| **** | **** | RFID | **** | **** | Supply Chain Solutions | **** | **** | Intelligent Robotics | **** | **** | Intercompany | **** | **** | Consolidated | **** | |||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Year ended December 31, 2022 | ||||||||||||||||||||
| Revenues | $ | 15,318 | $ | 25,232 | 961 | $ | 41,511 | |||||||||||||
| Gross<br> profit (loss) | 3,778 | 5,441 | (159 | ) | 9,060 | |||||||||||||||
| Allocated operating expenses | 2,535 | 3,450 | 425 | 6,410 | ||||||||||||||||
| Unallocated operating<br> expenses* | - | - | - | 721 | ||||||||||||||||
| Income (loss) from operations | $ | 1,243 | $ | 1,991 | $ | (584 | ) | 1,929 | ||||||||||||
| Financial expenses and<br> tax on income | (653 | ) | ||||||||||||||||||
| Net income | $ | 1,276 | ||||||||||||||||||
| * | Unallocated<br> operating expenses include costs not specific to a particular segment but are general to<br> the group, such as expenses incurred for insurance of directors and officers, public company<br> fees, legal fees, and other similar corporate costs. | |||||||||||||||||||
| --- | --- |
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SEGMENTINFORMATION
(U.S. dollars in thousands)
| RFID | Supply Chain Solutions | Intelligent<br> <br><br> Robotics | Intercompany | Consolidated | ||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Three months ended December 31, 2023 | ||||||||||||||||||||
| Revenues | $ | 3,622 | $ | 7,017 | $ | 279 | (32 | ) | $ | 10,886 | ||||||||||
| Gross<br> profit | 725 | 1,257 | 108 | - | 2,090 | |||||||||||||||
| Allocated<br> operating expenses | 513 | 974 | 72 | - | 1,559 | |||||||||||||||
| Unallocated<br> operating expenses* | 131 | |||||||||||||||||||
| Income<br> from operations | $ | 212 | $ | 283 | $ | 36 | - | 400 | ||||||||||||
| Financial<br> income and tax on income | 27 | |||||||||||||||||||
| Net<br> income | $ | 427 | ||||||||||||||||||
| **** | **** | RFID | **** | **** | Supply Chain Solutions | **** | **** | Intelligent Robotics | **** | **** | Intercompany | **** | **** | Consolidated | **** | |||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Three months ended December 31, 2022 | ||||||||||||||||||||
| Revenues | $ | 4,273 | $ | 6,789 | $ | 266 | $ | 11,328 | ||||||||||||
| Gross<br> profit | 1,187 | 1,560 | (157 | ) | - | 2,590 | ||||||||||||||
| Allocated<br> operating expenses | 645 | 1,014 | 78 | - | 1,737 | |||||||||||||||
| Unallocated<br> operating expenses* | 201 | |||||||||||||||||||
| Income<br> (loss) from operations | $ | 542 | $ | 546 | $ | (235 | ) | - | 652 | |||||||||||
| Financial<br> expenses and tax on income | (121 | ) | ||||||||||||||||||
| Net<br> income | $ | 531 | ||||||||||||||||||
| * | Unallocated<br> operating expenses include costs not specific to a particular segment but are general to<br> the group, such as expenses incurred for insurance of directors and officers, public company<br> fees, legal fees, and other similar corporate costs. | |||||||||||||||||||
| --- | --- |
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