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 March 2022
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 ________
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): ___________
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): ___________
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into all effective Registration Statements filed by us under the Securities Act of 1933, as amended, to the extent not superseded by documents or reports subsequently filed or furnished.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:<br> BOS Reports Financial Results for the Fourth Quarter and<br> the Year 2021. |
|---|
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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. Better Online Solutions Ltd. | |
|---|---|
| (Registrant) | |
| By: | /s/ Moshe Zeltzer |
| Moshe Zeltzer | |
| Chief Financial Officer |
Dated: March 30, 2022
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EXHIBIT INDEX
| EXHIBIT NO. | DESCRIPTION |
|---|---|
| 99.1 | Press Release: BOS<br> Reports Financial Results for the Fourth Quarter and the Year 2021. |
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Exhibit 99.1
BOS Reports Financial Results for the FourthQuarter and the Year 2021
RISHON LE ZION, Israel, March 30, 2022 – BOS Better Online Solutions Ltd. (“BOS” or the “Company”) (NASDAQ: BOSC) reported financial results for the fourth quarter and the year 2021.
Eyal Cohen, BOS’s CEO, stated: “We have made positive progress in the year 2021, although revenues were roughly the same as in the year 2020:
| ● | Gross profit margin improved to 19.6% in the year 2021 from 18.2% in the<br>year 2020; |
|---|---|
| ● | Operating expenses decreased to $6.1 million in the year 2021 from $6.8 million<br>in the year 2020; |
| --- | --- |
| ● | Financial expenses decreased to $105,000 in the year 2021 from $348,000 in<br>the year 2020. |
| --- | --- |
As a result, net income for the year 2021 amounted to $451,000 as compared to a $960,000 net loss in the year 2020”.
Eyal Cohen added: “On March 10, 2022, we announced that BOS’ RFID division acquired the assets of Dagesh, which provides inventory counting services in Israel. In addition, on March 28, 2022, we announced that BOS’ Supply Chain division received a $2.4 million order from an existing customer, for delivery this year. This advances us towards our financial targets for the year 2022, which are revenues over $35 million (compared to $33.6 million in the year 2021) and net income to exceed $1 million (compared to a net income of $451,000 in the year 2021.”)
BOS will host a conference call on Wednesday, March 30, 2022, 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 dial one of the following numbers:
US: +1-888-281-1167, International: +972-3-9180644.
For those unable to listen to the live call, a replay of the call will be available the next day on the BOS website: http://www.boscom.com
About BOS
BOS provides services and systems for inventory production and management in three channels:
· Services – The Supply Chain division provides inventory procurement and kitting.
· Integration – the RFID division provides off-the-shelf software and equipment to track and manage inventory in the production floor and warehouse.
· Development – the Intelligent Robotics division develops and builds custom-made robotic cells for the industrial and logistic processes.
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, failure to successfully integrate and achieve the potential benefits of the acquisition of the business operations of Imdecol Ltd. (the Robotics business line) and of Dagesh Inventory Counting and Maintenance Ltd., 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 impact of the COVID-19 virus and 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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CONSOLIDATED STATEMENTS OF OPERATIONS
U.S. dollars in thousands
| Year ended<br> December 31, | Three months ended<br> December 31, | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| 2021 | 2020 | 2021 | 2020 | ||||||||
| (Unaudited) | (Unaudited) | ||||||||||
| Revenues | $ | 33,634 | $ | 33,551 | $ | 9,079 | $ | 10,426 | |||
| Cost of revenues | 27,048 | 27,433 | 7,351 | 8,528 | |||||||
| Gross profit | 6,586 | 6,118 | 1,728 | 1,898 | |||||||
| Operating costs and expenses: | |||||||||||
| Research and development | 208 | 112 | 54 | 41 | |||||||
| Sales and marketing | 3,955 | 3,922 | 1,053 | 989 | |||||||
| General and administrative | 1,906 | 1,747 | 563 | 496 | |||||||
| Impairment of intangible assets | - | 517 | - | - | |||||||
| Impairment of Goodwill | - | 471 | - | - | |||||||
| Total operating costs and expenses | 6,069 | 6,769 | 1,670 | 1,526 | |||||||
| Operating income (loss) | 517 | (651 | ) | 58 | 372 | ||||||
| Financial income (expenses), net | (105 | ) | (348 | ) | 2 | (113 | ) | ||||
| Other income, net | - | 39 | - | (11 | ) | ||||||
| Income before taxes on income (loss) | 412 | (960) | 60 | 248 | |||||||
| Taxes on income | 39 | - | 40 | - | |||||||
| Net income (loss) | 451 | $ | (960 | ) | $ | 100 | $ | 248 | |||
| Basic net income (loss) per share | $ | 0.09 | $ | (0.22 | ) | $ | 0.02 | $ | 0.06 | ||
| Diluted net income (loss) per share | $ | 0.08 | $ | (0.22 | ) | $ | 0.02 | $ | 0.06 | ||
| Weighted average number of shares used in computing basic net income per share | 5,212 | 4,298 | 5,301 | 4,346 | |||||||
| Weighted average number of shares used in computing diluted net income per share | 5,424 | 4,298 | 5,438 | 4,350 | |||||||
| Number of outstanding shares as of December 31, 2021 and 2020 | 5,251 | 4,391 | 5,251 | 4,396 |
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CONSOLIDATEDBALANCE SHEETS
(U.S. dollars in thousands)
| December 31, 2021 | December 31, 2020 | |||
|---|---|---|---|---|
| (Unaudited) | (Audited) | |||
| ASSETS | ||||
| CURRENT ASSETS: | ||||
| Cash and cash equivalents | $ | 1,875 | $ | 1,036 |
| Restricted cash deposits | 242 | 140 | ||
| Trade receivables | 9,209 | 9,172 | ||
| Other accounts receivable and prepaid expenses | 977 | 1,311 | ||
| Inventories | 5,567 | 4,871 | ||
| Total current assets | 17,870 | 16,530 | ||
| LONG-TERM ASSETS | 150 | 59 | ||
| PROPERTY AND EQUIPMENT, NET | 1,097 | 956 | ||
| OPERATING LEASE RIGHT-OF-USE ASSETS, NET | 944 | 767 | ||
| OTHER INTANGIBLE ASSETS, NET | 20 | 40 | ||
| GOODWILL | 4,676 | 4,676 | ||
| Total assets | $ | 24,757 | $ | 23,028 |
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CONSOLIDATEDBALANCE SHEETS
(U.S. dollars in thousands)
| December 31,<br> <br>2021 | December 31, 2020 | |||
|---|---|---|---|---|
| (Unaudited) | (Audited) | |||
| LIABILITIES AND SHAREHOLDERS’ EQUITY | ||||
| CURRENT LIABILITIES: | ||||
| Current maturities of long term loans | $ | 740 | $ | 815 |
| Operating lease liabilities, current | 538 | 557 | ||
| Trade payables | 5,200 | 5,492 | ||
| Employees and payroll accruals | 996 | 985 | ||
| Deferred revenues | 917 | 601 | ||
| Advances net of inventory in process | 249 | 68 | ||
| Accrued expenses and other liabilities | 112 | 391 | ||
| Total current liabilities | 8,752 | 8,909 | ||
| LONG-TERM LIABILITIES: | ||||
| Long-term loans, net of current maturities | 681 | 1,216 | ||
| Operating lease liabilities, non-current | 565 | 367 | ||
| Long term deferred revenues | 132 | 303 | ||
| Accrued severance pay | 280 | 364 | ||
| Total long-term liabilities | 1,658 | 2,250 | ||
| TOTAL SHAREHOLDERS’ EQUITY | 14,347 | 11,869 | ||
| Total liabilities and shareholders’ equity | $ | 24,757 | $ | 23,028 |
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CONDENSEDCONSOLIDATED EBITDA
(U.S. dollars in thousands)
| Year ended<br> December 31, | Three months ended<br> December 31, | ||||||||
|---|---|---|---|---|---|---|---|---|---|
| 2021 | 2020 | 2021 | 2020 | ||||||
| Operating income (loss) | $ | 517 | $ | (651 | ) | $ | 58 | $ | 372 |
| Add: | |||||||||
| Impairment of Goodwill and other intangible assets | - | 988 | - | - | |||||
| Amortization of intangible assets | 20 | 40 | 5 | 4 | |||||
| Stock-based compensation | 67 | 65 | 23 | 8 | |||||
| Depreciation | 238 | 270 | 63 | 62 | |||||
| EBITDA | $ | 842 | $ | 712 | $ | 149 | $ | 446 |
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SEGMENT INFORMATION
(U.S. dollars in thousands)
| RFID | Supply<br> <br>Chain Solutions | Intelligent Robotics | Intercompany | Consolidated | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Year ended December 31,<br><br><br><br>2021 | |||||||||||||
| Revenues | $ | 13,192 | $ | 19,008 | 1,576 | $ | (142 | ) | $ | 33,634 | |||
| Gross profit | 3,338 | 3,708 | (460 | ) | - | 6,586 | |||||||
| Allocated operating expenses | 2,300 | 2,497 | 573 | - | 5,370 | ||||||||
| Unallocated operating expenses* | - | - | - | 699 | |||||||||
| Income (loss) from operations | $ | 1,038 | $ | 1,211 | $ | (1,033 | ) | - | 517 | ||||
| Financial expenses and | (105 | ) | |||||||||||
| tax on income | 39 | ||||||||||||
| Net income | $ | 451 | |||||||||||
| RFID | Supply<br> <br>Chain Solutions | Intelligent Robotics | Intercompany | Consolidated | |||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Year ended December 31,<br><br><br><br>2020 | |||||||||||||
| Revenues | $ | 12,523 | $ | 18,594 | $ | 2,502 | $ | (68 | ) | $ | 33,551 | ||
| Gross profit (loss) | 3,265 | 3,724 | (871 | ) | - | 6,118 | |||||||
| Allocated operating expenses | 2,099 | 2,373 | 641 | - | 5,113 | ||||||||
| Impairment of goodwill and intangible assets | - | - | 988 | - | 988 | ||||||||
| - | - | - | |||||||||||
| Unallocated operating expenses* | 668 | ||||||||||||
| Income (loss) from operations | $ | 1,166 | $ | 1,353 | $ | (2,501 | ) | - | (651 | ) | |||
| Financial expenses | (348 | ) | |||||||||||
| Other income | 39 | ||||||||||||
| Net loss | $ | (960 | ) |
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SEGMENT INFORMATION
(U.S. dollars in thousands)
| RFID | Supply<br> <br>Chain Solutions | Intelligent Robotics | Intercompany | Consolidated | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Three months ended December 31,<br><br><br><br>2021 | |||||||||||||
| Revenues | $ | 3,999 | $ | 4,840 | $ | 236 | $ | 4 | $ | 9,079 | |||
| Gross profit (loss) | 1,126 | 1,025 | (423 | ) | - | 1,728 | |||||||
| Allocated operating expenses | 659 | 709 | 121 | - | 1,489 | ||||||||
| Unallocated operating expenses* | 181 | ||||||||||||
| - | - | - | |||||||||||
| Income (loss) from operations | $ | 467 | $ | 316 | $ | (544 | ) | - | 58 | ||||
| Financial income | 2 | ||||||||||||
| Tax on income | 40 | ||||||||||||
| Net income | 100 | ||||||||||||
| RFID | Supply<br> <br>Chain Solutions | Intelligent Robotics | Intercompany | Consolidated | |||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Three months ended December 31,<br><br><br><br>2020 | |||||||||||||
| Revenues | $ | 3,547 | $ | 4,769 | $ | 2,135 | $ | (25 | ) | $ | 10,426 | ||
| Gross profit (loss) | 1,042 | 842 | 14 | - | 1,898 | ||||||||
| Allocated operating expenses | 575 | 643 | 137 | - | 1,355 | ||||||||
| Impairment of goodwill and intangible assets | - | - | - | - | - | ||||||||
| Unallocated operating expenses* | 201 | ||||||||||||
| - | - | - | |||||||||||
| Income (loss) from operations | $ | 467 | 197 | $ | (91 | ) | - | 372 | |||||
| Financial expenses | (113 | ) | |||||||||||
| Tax on income | (11 | ) | |||||||||||
| Net loss | $ | 248 | |||||||||||
| * | Unallocated operating expenses include<br>costs not specific to a particular segment but are general to the group, such as expenses incurred for insurance of directors and officers,<br>directors fees, public company fees, legal fees, and other similar corporate costs. | ||||||||||||
| --- | --- |
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