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 2025
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into all effective Registration Statements filed by us under the Securities Act of 1933, as amended, to the extent not superseded by documents or reports subsequently filed or furnished.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 Full Year 2024. |
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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 31, 2025
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EXHIBIT INDEX
| EXHIBIT NO. | DESCRIPTION |
|---|---|
| 99.1 | Press Release: BOS Reports Financial Results for the Fourth Quarter and the Full Year 2024. |
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Exhibit 99.1
BOS Reports Financial Results for the FourthQuarter and Full Year 2024
Net Income Rises 14.7% Year-Over-Year on IncreasedGross Margin, Efficient Operations
Provides Initial 2025 Outlook for Further 10%Growth in Sales and Net Income
RISHON LE ZION, Israel, March 31, 2025 – BOS Better Online Solutions Ltd. (“BOS” or the “Company”) (NASDAQ: BOSC) reported its financial results for the fourth quarter and full year 2024.
Year 2024 Financial Highlights:
| ● | Revenuesdeclined by 9.7% to $39.9 million from $44.2 million in 2023. Revenue results in 2023 benefitted from one-time post-COVID restocking<br>activities at multiple customers. |
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| ● | Grossprofit margin increased to 23.3% compared to 20.8% in the preceding year, demonstrating improved operating efficiency. |
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| ● | Operatingprofit decreased to $1.4 million from $2.5 million in 2023, due to $1.2 million non-cash impairment of goodwill and other intangible<br>assets in 2024. |
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| ● | EBITDA<br>increased to $3.25 million compared to $3.06 million in 2023. |
| --- | --- |
| ● | Financialexpenses decreased to $139,000 from $441,000 in the prior year. |
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| ● | Noncash income from taxes amounted to $1 million in year 2024. |
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| ● | Netincome increased by 14.7% to $2.3 million, or $0.40 per basic share, compared to $2.0 million, or $0.35 per basic share, in the year<br>2023. |
| --- | --- |
Fourth Quarter 2024 Financial Highlights:
| ● | Revenuesdeclined by 4.6% to $10.4 million from $10.9 million in the fourth quarter of 2023. |
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| ● | Grossprofit margin increased to 22.9% compared to 19.2% in the comparable quarter last year. |
| --- | --- |
| ● | Operatingloss amounted to $616,000 compared to an operating income of $400,000 in the fourth quarter of 2023, due to a $1.2 million non-cash<br>impairment of goodwill and other intangible assets included in the results of the fourth quarter of 2024. |
| --- | --- |
| ● | EBITDA<br>amounted to $715,000 compared to $562,000 in the fourth quarter of 2023. |
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| ● | Financialincome amounted to $99,000 compared to financial expenses of $31,000 in the fourth quarter of 2023. |
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| ● | Noncash income from taxes in the amount of $1 million in the fourth quarter of 2024. |
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| ● | Netincome amounted to $485,000 or $0.08 per basic share compared to $427,000 or $0.07 per basic share in the fourth quarter of 2023. |
| --- | --- |
Eyal Cohen, BOS’ CEO, stated: “BOS improved profitability on an operating basis across all of our business units in 2024, leveraging our favorable sales mix and lean cost structure to increase gross margin to 23.3% and net income to $2.3 million. That momentum has carried into 2025 as we continue to scale the business, manage costs effectively and drive operating leverage. We are starting the year with a 35% increase in backlog, at $27 million as of December 31, 2024, compared to $20 million as of December 31, 2023, plus significant new defense customer orders announced in the first quarter to date. As a result, our 2025 outlook calls for a 10% year-over-year increase in both sales and net income to $44 million of revenues and $2.5 million of net income.
“BOS’ growth strategy remains focused on deepening our penetration in the defense sector, where we have strong customer relationships at both the primary and subcontractor levels. We expect robust ordering patterns across the strategic defense industry to continue in 2025, and we are progressing our sales strategy to enter new overseas markets by leveraging our relationships with Israeli defense customers that operate globally. We also continue to seek accretive strategic opportunities where we can deploy our strong balance sheet to expand BOS’ capabilities and reach in the growing global defense market.”
Board Updates
On March 19, 2025, BOS announced the appointment of Osnat Gur, an independent director since 2021, as Board Chair and the appointment of Avi Dadon as a new independent director.
Ms. Gur brings extensive management and leadership experience to BOS, having served as CEO of a global B2B marketing agency, an RFID technology company, and a dietary supplements manufacturer over the course of her career. She also serves as a board director in multiple Israeli companies.
Mr. Dadon brings decades of experience in military leadership, defense procurement, supply chain management and logistics to BOS. He served as Head of Procurement for the Israeli Ministry of Defense from 2017 to 2023 and is a retired Colonel in the Israeli Defense Forces (IDF), with 28 years of military service.
“We are excited to congratulate Osnat in her new role as Board Chair, and look forward to working with her to plan BOS’s next chapter of growth and earnings as we continue to execute our growth strategy,” said Cohen. “We also welcome Avi to the board and look forward to leveraging his decades of experience with the IDF and Ministry of Defense procurement to support BOS’s continued success.”
About BOS Better Online Solutions Ltd.
BOS integrates cutting-edge technologies to streamline and enhance supply chain operations across three specialized divisions:
| ● | Intelligent Robotics Division: Automates industrial<br>and logistics inventory processes through advanced robotics technologies, improving efficiency and precision. |
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| ● | RFID Division: Optimizes inventory management with<br>state-of-the-art solutions for marking and tracking, ensuring real-time visibility and control. |
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| ● | Supply Chain Division: Integrates franchised components<br>directly into customer products, meeting their evolving needs for developing cutting-edge products. |
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For additional information, contact:
Matt Kreps, Managing Director
Darrow Associates
+1-214-597-8200
Eyal Cohen, CEO
+972-542525925
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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, including risks related to Israel’s conflicts with Hamas and other parties in the region.
BOS undertakes no obligation to publicly update or revise any 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 ended<br><br> December 31, | Three months ended<br><br>December 31, | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2024 | 2023 | 2024 | 2023 | |||||||||
| (Unaudited) | (Audited) | (Unaudited) | (Audited) | |||||||||
| Revenues | $ | 39,949 | $ | 44,179 | $ | 10,388 | $ | 10,886 | ||||
| Cost of revenues | 30,655 | 34,970 | 8,007 | 8,796 | ||||||||
| Gross profit | 9,294 | 9,209 | 2,381 | 2,090 | ||||||||
| Operating costs and expenses: | ||||||||||||
| Research and development | 175 | 158 | 50 | 44 | ||||||||
| Sales and marketing | 4,394 | 4,891 | 1,118 | 1,278 | ||||||||
| General and administrative | 2,113 | 1,762 | 656 | 420 | ||||||||
| Other income, net | - | (52 | ) | - | (52 | ) | ||||||
| Impairment of intangible assets and Goodwill | 1,173 | - | 1,173 | - | ||||||||
| Total operating costs and expenses | 7,855 | 6,759 | 2,997 | 1,690 | ||||||||
| Operating income (loss) | 1,439 | 2,450 | (616 | ) | 400 | |||||||
| Financial income (expenses), net | (139 | ) | (441 | ) | 99 | 31 | ||||||
| Income before taxes on income | 1,300 | 2,009 | (517 | ) | 431 | |||||||
| Income taxes benefits (expenses) | 1,000 | (4 | ) | 1,002 | (4 | ) | ||||||
| Net income | $ | 2,300 | $ | 2,005 | $ | 485 | $ | 427 | ||||
| Basic net income per share | $ | 0.40 | $ | 0.35 | $ | 0.08 | $ | 0.07 | ||||
| Diluted net income per share | $ | 0.39 | $ | 0.34 | $ | 0.08 | $ | 0.07 | ||||
| Weighted average number of shares used in computing basic net income per share | 5,756 | 5,727 | 5,776 | 5,748 | ||||||||
| Weighted average number of shares used in computing diluted net income per share | 5,887 | 5,905 | 5,975 | 5,856 | ||||||||
| Number of outstanding shares as of December 31, 2024 and 2023 | 5,793 | 5,748 | 5,793 | 5,748 |
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CONSOLIDATEDBALANCE SHEETS
(U.S. dollars in thousands)
| December 31, <br><br>2024 | December 31, <br><br>2023 | |||
|---|---|---|---|---|
| (Unaudited) | (Audited) | |||
| ASSETS | ||||
| CURRENT ASSETS: | ||||
| Cash and cash equivalents | $ | 3,368 | $ | 2,344 |
| Restricted bank deposits | 185 | 217 | ||
| Trade receivables | 11,787 | 12,424 | ||
| Other accounts receivable and prepaid expenses | 1,150 | 963 | ||
| Inventories | 7,870 | 6,070 | ||
| Total current assets | 24,360 | 22,018 | ||
| LONG-TERM ASSETS | 177 | 196 | ||
| PROPERTY AND EQUIPMENT, NET | 3,417 | 3,268 | ||
| OPERATING LEASE RIGHT-OF-USE ASSETS, NET | 779 | 1,026 | ||
| DEFERRED TAX ASSETS | 1,000 | - | ||
| OTHER INTANGIBLE ASSETS, NET | 422 | 1,078 | ||
| GOODWILL | 4,188 | 4,895 | ||
| Total assets | $ | 34,343 | $ | 32,481 |
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CONSOLIDATEDBALANCE SHEETS
(U.S. dollars in thousands)
| December 31,<br> <br>2024 | December 31, <br><br>2023 | |||
|---|---|---|---|---|
| (Unaudited) | (Audited) | |||
| LIABILITIES AND SHAREHOLDERS’ EQUITY | ||||
| CURRENT LIABILITIES: | ||||
| Current maturities of long-term loans | $ | 439 | $ | 170 |
| Operating lease liabilities, current | 176 | 235 | ||
| Trade payables | 6,362 | 7,710 | ||
| Employees and payroll accruals | 1,087 | 980 | ||
| Deferred revenues | 2,003 | 600 | ||
| Advances net of inventory in progress | - | 137 | ||
| Accrued expenses and other liabilities | 598 | 1,072 | ||
| Total current liabilities | 10,665 | 10,904 | ||
| LONG-TERM LIABILITIES: | ||||
| Long-term loans, net of current maturities | 980 | 1,150 | ||
| Operating lease liabilities, non-current | 576 | 759 | ||
| Long-term deferred revenues | 293 | 339 | ||
| Accrued severance pay | 498 | 490 | ||
| Total long-term liabilities | 2,347 | 2,738 | ||
| TOTAL SHAREHOLDERS’ EQUITY | 21,331 | 18,839 | ||
| Total liabilities and shareholders’ equity | $ | 34,343 | $ | 32,481 |
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CONDENSEDCONSOLIDATED EBITDA
(U.S. dollars in thousands)
| Year ended<br> December 31, | Three months ended<br> December 31, | ||||||||
|---|---|---|---|---|---|---|---|---|---|
| 2024 | 2023 | 2024 | 2023 | ||||||
| Operating income (loss) | $ | 1,439 | $ | 2,450 | $ | (616 | ) | $ | 400 |
| Add: | |||||||||
| Impairment of Goodwill and other intangible assets | 1,173 | - | 1,173 | - | |||||
| Amortization of intangible assets | 190 | 168 | 47 | 48 | |||||
| Stock-based compensation | 74 | 98 | 11 | 24 | |||||
| Depreciation | 370 | 342 | 100 | 90 | |||||
| EBITDA | $ | 3,246 | $ | 3,058 | $ | 715 | $ | 562 |
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SEGMENT INFORMATION
(U.S. dollars in thousands)
| RFID | Supply Chain Solutions | Intelligent Robotics | Intercompany | Consolidated | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Year ended December 31, 2024 | |||||||||||||
| Revenues | $ | 12,877 | $ | 25,829 | 1,410 | (167 | ) | $ | 39,949 | ||||
| Cost of revenues | 9,344 | 19,763 | 1,079 | (167 | ) | 30,019 | |||||||
| Allowance for slow inventory | - | 636 | - | - | 636 | ||||||||
| Gross profit | 3,533 | 5,430 | 331 | 9,294 | |||||||||
| Allocated operating expenses | 2,273 | 3,338 | 274 | 5,885 | |||||||||
| Impairment of goodwill and intangible assets | 984 | 189 | - | 1,173 | |||||||||
| Unallocated operating expenses* | - | - | 797 | ||||||||||
| Operating income | $ | 276 | $ | 1,903 | $ | 57 | 1,439 | ||||||
| Financial expenses and income tax benefits | 861 | ||||||||||||
| Net income | $ | 2,300 | |||||||||||
| RFID | Supply Chain Solutions | Intelligent Robotics | Intercompany | Consolidated | |||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Year ended December 31, 2023 | |||||||||||||
| Revenues | $ | 13,713 | $ | 28,845 | 1,742 | (121 | ) | $ | 44,179 | ||||
| Cost of revenues | 10,534 | 22,830 | 1,557 | (121 | ) | 34,800 | |||||||
| Allowance for slow inventory | - | 170 | - | - | 170 | ||||||||
| Gross profit | 3,179 | 5,845 | 185 | 9,209 | |||||||||
| Allocated operating expenses | 2,150 | 3,675 | 258 | 6,083 | |||||||||
| Unallocated operating expenses* | - | - | 676 | ||||||||||
| Operating income (loss) | $ | 1,029 | $ | 2,170 | $ | (73 | ) | 2,450 | |||||
| Financial expenses and tax on income | (445 | ) | |||||||||||
| Net income | $ | 2,005 | |||||||||||
| * | Unallocated operating expenses include costs not specific<br>to a particular segment but are general to 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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SEGMENT INFORMATION
(U.S. dollars in thousands)
| RFID | Supply ChainSolutions | Intelligent Robotics | Intercompany | Consolidated | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Threemonths ended December 31, 2024 | ||||||||||||||
| Revenues | $ | 3,445 | $ | 6,806 | $ | 171 | (34 | ) | $ | 10,388 | ||||
| Cost of revenues | 2,294 | 5,170 | 127 | (34 | ) | 7,557 | ||||||||
| Allowance for slow inventory | - | 450 | - | - | 450 | |||||||||
| Gross profit | 1,151 | 1,186 | 44 | - | 2,381 | |||||||||
| Allocated operating expenses | 605 | 883 | 84 | - | 1,572 | |||||||||
| Impairment of goodwill and intangible assets | 984 | 189 | - | 1,173 | ||||||||||
| Unallocated operating expenses* | 252 | |||||||||||||
| Operating income (loss) | $ | (438 | ) | $ | 114 | $ | (40 | ) | (616 | ) | ||||
| Financial income and income tax benefits | 1,101 | |||||||||||||
| Net income | $ | 485 | ||||||||||||
| RFID | Supply ChainSolutions | Intelligent Robotics | Intercompany | Consolidated | ||||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | |
| Threemonths ended December 31, 2023 | ||||||||||||||
| Revenues | $ | 3,622 | $ | 7,017 | $ | 279 | (32 | ) | $ | 10,886 | ||||
| Cost of revenues | 2,897 | 5,797 | 171 | (32 | ) | 8,833 | ||||||||
| Allowance for slow inventory | - | (37 | ) | - | - | (37 | ) | |||||||
| Gross profit | 725 | 1,257 | 108 | - | 2,090 | |||||||||
| Allocated operating expenses | 513 | 974 | 72 | - | 1,559 | |||||||||
| Unallocated operating expenses* | 131 | |||||||||||||
| Operating income | $ | 212 | $ | 283 | $ | 36 | 400 | |||||||
| Financial income and tax on income | 27 | |||||||||||||
| Net income | $ | 427 | ||||||||||||
| * | Unallocated operating expenses include costs not specific<br>to a particular segment but are general to 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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