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 August 2020
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into all effective Registration Statements filed by us under the Securities Act of 1933, as amended, to the extent not superseded by documents or reports subsequently filed or furnished.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: B.O.S. Better Online Solutions Reports Second Quarter of 2020 Financial Results. |
|---|
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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/<br> Hagit Vizner |
| Hagit Vizner | |
| Chief Financial Officer |
Dated: August 26, 2020
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EXHIBIT INDEX
| EXHIBIT NO. | DESCRIPTION |
|---|---|
| 99.1 | Press<br> Release: B.O.S. Better Online Solutions Reports Second Quarter of 2020 Financial Results. |
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Exhibit 99.1
BOS ReportsSecond Quarter of 2020 Financial Results
RISHON LE ZION, Israel, August 26, 2020 (GLOBE NEWSWIRE) – BOS Better Online Solutions Ltd. (“BOS” or the “Company”) (NASDAQ: BOSC), a global provider of intelligent systems and services for production and logistics, reported its financial results for the second quarter and six months ended June 30, 2020.
Eyal Cohen, BOS CEO, stated: “Despite the outstanding performance of our Supply Chain and RFID divisions, we had a net loss of $1.4 million in the first half of the year. The loss was primarily derived from a write off of the entire intangible assets of the Robotics business and an impairment of its inventory, in a total amount of $1.7 million.”
| Operational Profit (loss) by divisions | Six months ended June 30, | |||||
|---|---|---|---|---|---|---|
| (U.S. dollars in thousands) | 2020 | 2019 | ||||
| Supply Chain | 613 | 568 | ||||
| RFID | 354 | (284 | ) | |||
| Intelligent Robotics | (2,215 | ) | 41 | |||
| Operating profit (loss) | $ | (1,248 | ) | $ | 325 |
Eyal Cohen added: “We are effecting a turnaround process in our Robotics business, which is longer and deeper than initially anticipated. We are at the final stages of restructuring the operational side of the Robotics business to improve our competitive advantage. We have significantly reduced the cost of materials for our products and our operational expenses, and implemented additional controls to prevent future losses due to underestimated costs of projects.
The COVID 19 pandemic has made it much more difficult for the Robotics business to penetrate the U.S. market, which we have targeted as a key market for this business. In response, we are making personnel changes in the U.S. sales team and are adjusting the U.S. marketing activity. Also, we believe that our success in reducing the cost of materials improves our chances of growing the revenues of our Robotics business line in the rest of the world. Consequently, we have decided to work extensively towards increasing our network of distributors outside of the United States.
Historically, BOS has been able to overcome challenges presented in connection with other acquisitions such as of the Supply Chain division and the RFID divisions, which experienced substantial operating losses before becoming profitable.
There is no doubt that the Robotics business is the toughest challenge we have faced to date. However, with a clear plan for action in the near-term and a firm commitment of BOS’ employees and management to success, we believe that the Robotics business will reach an operational breakeven point in the fourth quarter of this year.
Outlook for the second half of the year2020
Revenues for the first six months of year 2020 amounted to $14.9 million compared to $16.5 million in the comparable period last year. The decrease was primarily attributable to the effects of the Covid 19 pandemic on sales of all of the Company’s operating businesses. We expect that we will make up for this shortfall in the second half of year 2020 so that the year 2020 revenues will remain the same as in the year 2019.
Based on the strong relative performance of our Supply Chain and RFID divisions in the first half of the year and the restructuring of the Robotics business operations, we further anticipate that BOS will return to a net profit in the third quarter of this year.”
Conference Call Details
BOS will host a conference call on Wednesday, August 26, 2020 at 10:00 a.m. EDT – 5:00 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: www.boscom.com
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About BOS
BOS is a global provider of intelligent systems and services for production and logistics. BOS’ Robotics and RFID Division, offers intelligent robotics and RFID systems for industrial and logistics processes and retail store management. BOS’ Supply Chain Division provides electronic components, mainly for the aerospace, defense, and other industries worldwide. Its services include the consolidation of electronic components from a vast number of suppliers, long term scheduling, and kitting.
For more information, please visit:
www.boscom.com | Robotics at www.imdecol.com
| RFID at www.bosdimex.co.il | Supply Chain at www.Odem.co.il
Company Contact:
Eyal Cohen, BOS’ CEO
+972-542525925 | eyalc@boscom.com
Use of Non-GAAP Financial Information
BOS reports financial results in accordance with U.S. 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.
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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), 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 U.S. 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
| Six months ended<br> June 30, | Three months ended<br> June 30, | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2020 | 2019* | 2020 | 2019* | |||||||||
| (Unaudited) | (Unaudited) | |||||||||||
| Revenues | $ | 14,946 | $ | 16,549 | $ | 7,478 | $ | 8,786 | ||||
| Cost of revenues | 11,718 | 13,167 | 6,048 | 7,054 | ||||||||
| Inventory Impairment | 671 | - | 552 | - | ||||||||
| Gross profit | 2,557 | 3,382 | 878 | 1,732 | ||||||||
| Operating costs and expenses: | ||||||||||||
| Research and development | 21 | - | 3 | - | ||||||||
| Sales and marketing | 1,953 | 1,899 | 846 | 998 | ||||||||
| General and administrative | 843 | 1,158 | 394 | 585 | ||||||||
| Impairment of Goodwill and intangible assets | 988 | - | 988 | - | ||||||||
| Total operating costs and expenses | 3,805 | 3,057 | 2,231 | 1,583 | ||||||||
| Operating income (loss) | (1,248 | ) | 325 | (1,353 | ) | 149 | ||||||
| Financial expenses, net | (137 | ) | (129 | ) | (81 | ) | (127 | ) | ||||
| Income before taxes on income (loss) | (1,385 | ) | 196 | (1,434 | ) | 22 | ||||||
| Taxes on income | - | 20 | - | 2 | ||||||||
| Net income (loss) | $ | (1,385 | ) | $ | 176 | $ | (1,434 | ) | $ | 20 | ||
| Basic and diluted net income (loss) per share | $ | (0.32 | ) | $ | 0.05 | $ | (0.34 | ) | $ | 0.00 | ||
| Weighted average number of shares used in computing basic net income per share | 4,265 | 3,845 | 4,273 | 4,040 | ||||||||
| Weighted average number of shares used in computing diluted net income per share | 4,265 | 3,847 | 4,273 | 4,042 | ||||||||
| Number of outstanding shares as of June 30, 2020 and 2019 | 4,318 | 4,258 | 4,318 | 4,258 |
* The Intelligent Robotics division has been consolidated since June 1, 2019
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CONSOLIDATED BALANCE SHEETS
(U.S. dollarsin thousands)
| December 31, <br><br>2019 | |||
|---|---|---|---|
| (Audited) | |||
| ASSETS | |||
| CURRENT ASSETS: | |||
| Cash and cash equivalents | 447 | $ | 339 |
| Restricted bank deposits | 175 | 240 | |
| Trade receivables | 8,726 | 10,063 | |
| Other accounts receivable and prepaid expenses | 1,533 | 1,273 | |
| Inventories (includes inventory in process in the amounts of 1,199 and 576 as of June 30, 2020, and December 31, 2019, respectively) | 5,972 | 5,407 | |
| Total current assets | 16,853 | 17,322 | |
| LONG-TERM ASSETS | 126 | 155 | |
| PROPERTY AND EQUIPMENT, NET | 1,155 | 1,257 | |
| OPERATING LEASE RIGHT-OF-USE ASSETS, NET | 1,043 | 720 | |
| OTHER INTANGIBLE ASSETS, NET | 50 | 598 | |
| GOODWILL | 4,676 | 5,147 | |
| Total assets | 23,903 | $ | 25,199 |
All values are in US Dollars.
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CONSOLIDATED BALANCE SHEETS
(U.S. dollarsin thousands)
| June 30, <br><br>2020 | December 31, <br><br>2019 | |||
|---|---|---|---|---|
| (Unaudited) | (Audited) | |||
| LIABILITIES AND SHAREHOLDERS’ EQUITY | ||||
| CURRENT LIABILITIES: | ||||
| Short term loans and current maturities of long term loans | $ | 1,062 | $ | 664 |
| Operating lease liabilities, current | 478 | 551 | ||
| Trade payables | 6,205 | 6,503 | ||
| Employees and payroll accruals | 812 | 1,007 | ||
| Deferred revenues | 845 | 836 | ||
| Advances net of inventory in progress | 56 | 29 | ||
| Accrued expenses and other liabilities | 240 | 419 | ||
| Total current liabilities | 9,698 | 10,009 | ||
| LONG-TERM LIABILITIES: | ||||
| Long-term loans, net of current maturities | 1,893 | 2,041 | ||
| Operating lease liabilities, non-current | 654 | 289 | ||
| Accrued severance pay | 313 | 303 | ||
| Total long-term liabilities | 2,860 | 2,633 | ||
| SHAREHOLDERS’ EQUITY | 11,345 | 12,557 | ||
| Total liabilities and shareholders’ equity | $ | 23,903 | $ | 25,199 |
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CONDENSED CONSOLIDATED EBITDA
(U.S. dollarsin thousands)
| Six months ended<br> June 30, | Three months ended<br> June 30, | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| 2020 | 2019 | 2020 | 2019 | |||||||
| Operating income (loss) | $ | (1,248 | ) | $ | 325 | $ | (1,353 | ) | $ | 149 |
| Add: | ||||||||||
| Impairment of Goodwill<br> and other intangible assets | 988 | - | 988 | - | ||||||
| Amortization of intangible<br> assets | 32 | 19 | 6 | 14 | ||||||
| Stock based compensation | 39 | 39 | 18 | 20 | ||||||
| Depreciation | 142 | 134 | 71 | 69 | ||||||
| EBITDA | $ | (47 | ) | $ | 517 | $ | (270 | ) | $ | 252 |
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SEGMENTINFORMATION
(U.S.dollars in thousands)
| **** | **** | Supply Chain | Intelligent | **** | **** | **** | ||||
|---|---|---|---|---|---|---|---|---|---|---|
| **** | RFID | Solutions | Robotics | **** | Consolidated | **** | ||||
| **** | Six months ended June 30, 2020 | **** | ||||||||
| Revenues | $ | 5,669 | $ | 8,976 | $ | 301 | $ | 14,946 | ||
| Inventory Impairment | $ | - | $ | - | $ | (671 | ) | $ | (671 | ) |
| Gross profit (loss) | $ | 1,474 | $ | 1,869 | $ | (786 | ) | $ | 2,557 | |
| Impairment of Goodwill and intangible assets | $ | - | $ | - | $ | (988 | ) | $ | (988 | ) |
| Operating Income (loss) | $ | 354 | $ | 613 | $ | (2,215 | ) | $ | (1,248 | ) |
| Balance of Goodwill and other intangible assets related to segment | $ | 4,726 | $ | - | $ | - | $ | 4,726 | ||
| **** | **** | **** | Supply <br><br>Chain | Intelligent | **** | |||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | |
| **** | RFID | **** | Solutions | Robotics | Consolidated | |||||
| **** | Six months ended June 30, 2019 | |||||||||
| Revenues | $ | 6,697 | $ | 9,616 | $ | 236 | $ | 16,549 | ||
| Gross profit | $ | 1,338 | $ | 1,978 | $ | 66 | $ | 3,382 | ||
| Operating Income (loss) | $ | (284 | ) | $ | 568 | $ | 41 | $ | 325 | |
| Balance of Goodwill and other intangible assets related to segment | $ | 4,746 | $ | - | $ | 1,416 | $ | 6,162 |
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SEGMENTINFORMATION
(U.S. dollars in thousands)
| RFID | Supply<br><br> Chain<br><br> Solutions | Intelligent<br><br> Robotics | Consolidated | |||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Revenues | $ | 2,385 | $ | 4,895 | $ | 198 | $ | 7,478 | ||
| Inventory Impairment | $ | - | $ | - | $ | (552 | ) | $ | (552 | ) |
| Gross profit (loss) | $ | 534 | $ | 1,009 | $ | (665 | ) | $ | 878 | |
| Impairment of Goodwill and intangible assets | $ | - | $ | - | $ | (988 | ) | $ | (988 | ) |
| Operating Income (loss) | $ | 33 | $ | 429 | $ | (1,815 | ) | $ | (1,353 | ) |
| Balance of Goodwill and other intangible assets related to segment | $ | 4,726 | $ | - | $ | - | $ | 4,726 | ||
| RFID | Supply<br><br> Chain<br><br> Solutions | Intelligent<br><br> Robotics | Consolidated | |||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | |
| Revenues | $ | 2,973 | $ | 5,577 | $ | 236 | $ | 8,786 | ||
| Gross profit | $ | 538 | $ | 1,128 | $ | 66 | $ | 1,732 | ||
| Operating Income (loss) | $ | (268 | ) | $ | 376 | $ | 41 | $ | 149 | |
| Balance of Goodwill and other intangible assets related to segment | $ | 4,746 | $ | - | $ | 1,416 | $ | 6,162 |
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