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 May 2021
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into all effective Registration Statements filed by us under the Securities Act of 1933, as amended, to the extent not superseded by documents or reports subsequently filed or furnished.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 First Quarter of the Year 2021 Financial Results. |
|---|
1
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: May 27, 2021
2
EXHIBIT INDEX
| EXHIBIT NO. | DESCRIPTION |
|---|---|
| 99.1 | Press Release: B.O.S. Better Online Solutions Reports First Quarter of the Year 2021 Financial Results. |
3
Exhibit 99.1
BOS Reports First Quarter of the Year 2021 FinancialResults
Third Consecutive Profitable Quarter
RISHON LE ZION, Israel, May 27, 2021 – BOS Better Online Solutions Ltd. (“BOS” or the “Company”) (NASDAQ: BOSC) reported its financial results for the first quarter of the year 2021.
Revenues for the first quarter of 2021 were $7.3 million compared to $7.5 million in the comparable quarter last year. The decrease in revenues was attributed mostly to the RFID division, and reflects the adverse effects of the COVID-19 pandemic. We expect to make up the shortfall in first-quarter revenues during the rest of 2021.
Operating profit for the first quarter increased to $234,000 compared to $110,000 in the comparable quarter last year. The increase is attributed to the improvement in the Robotics division operational results (see segment tables below).
Financial expenses in the first quarter of 2021 increased to $111,000 from $56,000 in the comparable quarter last year, due to the decrease in the exchange rate of the U.S. dollar to the Israeli Shekel.
Net income for the first quarter of 2021 was $123,000 or $0.02 per basic share compared to a net income of $54,000 or $0.01 per basic share in the first quarter of 2020.
Eyal Cohen, BOS’s CEO stated: “I am encouraged by the continuing improvement in the operational results of the Robotics division that has positively affected the first quarter of the year 2021, as compared to the comparable quarter last year. We are working extensively to strengthen and develop the growth engines of our divisions, by expanding our product offerings, developing new solutions, and branching into new territories and segments. Regarding the year 2021, we reiterate our expectation for revenues in excess of $33 million and a net profit of above $1 million.”
BOS will host a conference call on Friday, May 28, 2021 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: www.boscom.com
About BOS
BOS is a global provider of custom-made robots and an integrator of off-the-shelf automation systems for industrial and logistics processes. BOS also provides supply chain services, mainly for the aerospace and defense industries worldwide.
For more information, please visit our websites:
Corporate - www.boscom.com | Robotics– www.imdecol.com
RFID – www.dimex.co.il | Supply Chain – www.odem.co.il
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), 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.
2
CONSOLIDATEDSTATEMENTS OF OPERATIONS
U.S. dollars in thousands
| Three months ended<br><br> March 31, | Year ended<br><br> December 31, | ||||||||
|---|---|---|---|---|---|---|---|---|---|
| 2021 | 2020 | 2020 | |||||||
| (Unaudited) | (Audited) | ||||||||
| Revenues | $ | 7,328 | $ | 7,468 | $ | 33,551 | |||
| Cost of revenues | 5,648 | 5,784 | 27,433 | ||||||
| Gross profit | 1,680 | 1,684 | 6,118 | ||||||
| Operating costs and expenses: | |||||||||
| Research and development | 60 | 18 | 112 | ||||||
| Sales and marketing | 952 | 1,107 | 3,922 | ||||||
| General and administrative | 434 | 449 | 1,747 | ||||||
| Impairment of Goodwill<br> and intangible assets | - | - | 988 | ||||||
| Total operating costs and expenses | 1,446 | 1,574 | 6,769 | ||||||
| Operating Income (loss) | 234 | 110 | (651 | ) | |||||
| Financial expenses, net | (111 | ) | (56 | ) | (348 | ) | |||
| Other income, net | - | - | 39 | ||||||
| Net income (loss) | $ | 123 | $ | 54 | $ | (960 | ) | ||
| Basic and diluted net income (loss) per share | $ | 0.02 | $ | 0.01 | $ | (0.22 | ) | ||
| Weighted average number of shares used in computing basic net income (loss) per share | 5,157 | 4,258 | 4,298 | ||||||
| Weighted average number of shares used in computing diluted net income (loss) per share | 5,185 | 4,258 | 4,298 |
3
CONSOLIDATEDBALANCE SHEETS
(U.S. dollars in thousands)
| March 31,<br><br> 2021 | December 31,<br><br>2020 | |||
|---|---|---|---|---|
| (Unaudited) | (Audited) | |||
| ASSETS | ||||
| CURRENT ASSETS: | ||||
| Cash and cash equivalents | $ | 1,662 | $ | 1,036 |
| Restricted bank deposits | 136 | 140 | ||
| Trade receivables | 8,961 | 9,172 | ||
| Other accounts receivable and prepaid expenses | 1,173 | 1,311 | ||
| Inventories | 5,841 | 4,871 | ||
| Total current assets | 17,772 | 16,530 | ||
| LONG-TERM ASSETS | 62 | 59 | ||
| PROPERTY AND EQUIPMENT, NET | 949 | 956 | ||
| OPERATING LEASE RIGHT-OF-USE ASSETS, NET | 985 | 767 | ||
| OTHER INTANGIBLE ASSETS, NET | 35 | 40 | ||
| GOODWILL | 4,676 | 4,676 | ||
| Total assets | $ | 24,479 | $ | 23,028 |
4
CONSOLIDATEDBALANCE SHEETS
(U.S. dollars in thousands)
| March 31, <br> 2021 | December 31,<br> 2020 | |||
|---|---|---|---|---|
| (Unaudited) | (Audited) | |||
| LIABILITIES AND SHAREHOLDERS’ EQUITY | ||||
| CURRENT LIABILITIES: | ||||
| Current maturities of long term loans | $ | 786 | $ | 815 |
| Operating lease liabilities, current | 459 | 557 | ||
| Trade payables | 5,327 | 5,492 | ||
| Employees and payroll accruals | 805 | 985 | ||
| Deferred revenues | 739 | 601 | ||
| Advances net of inventory in process | 230 | 68 | ||
| Accrued expenses and other liabilities | 111 | 391 | ||
| Total current liabilities | 8,457 | 8,909 | ||
| LONG-TERM LIABILITIES: | ||||
| Long-term loans, net of current maturities | 984 | 1,216 | ||
| Operating lease liabilities, non-current | 652 | 367 | ||
| Long term deferred revenues | 197 | 303 | ||
| Accrued severance pay | 335 | 364 | ||
| Total long-term liabilities | 2,168 | 2,250 | ||
| TOTAL SHAREHOLDERS’ EQUITY | 13,854 | 11,869 | ||
| Total liabilities and shareholders’ equity | $ | 24,479 | $ | 23,028 |
5
CONDENSEDCONSOLIDATED EBITDA
(U.S. dollars in thousands)
| Three months ended<br> March 31, | Year ended<br><br> December 31, | ||||||
|---|---|---|---|---|---|---|---|
| 2021 | 2020 | 2020 | |||||
| Operating income (loss) | $ | 234 | $ | 110 | $ | (651 | ) |
| Add: | |||||||
| Impairment of Goodwill and other intangible assets | - | - | 988 | ||||
| Amortization of intangible assets | 5 | 26 | 40 | ||||
| Stock-based compensation | 15 | 21 | 65 | ||||
| Depreciation | 54 | 71 | 270 | ||||
| EBITDA | $ | 308 | $ | 228 | $ | 712 |
6
SEGMENT INFORMATION
(U.S. dollars in thousands)
| RFID | Supply<br> Chain<br><br> Solutions | Intelligent Robotics | Intercompany | Consolidated | ||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Three months ended March 31, 2021 | ||||||||||||
| Revenues | $ | 2,948 | $ | 3,954 | $ | 454 | $ | (28 | ) | $ | 7,328 | |
| Gross profit | $ | 848 | $ | 648 | $ | 184 | $ | - | $ | 1,680 | ||
| Operating income (loss) | $ | 247 | $ | 57 | $ | (70 | ) | $ | - | $ | 234 | |
| RFID | Supply<br><br> Chain<br><br> Solutions | Intelligent Robotics | Intercompany | Consolidated | ||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Three months ended March<br> 31, 2020 | ||||||||||||
| Revenues | $ | 3,305 | $ | 4,081 | $ | 104 | $ | (22 | ) | $ | 7,468 | |
| Gross profit (loss) | $ | 940 | $ | 858 | $ | (114 | ) | $ | - | $ | 1,684 | |
| Operating income (loss) | $ | 321 | $ | 184 | $ | (395 | ) | $ | - | $ | 110 | |
| RFID | Supply<br><br> Chain<br><br> Solutions | Intelligent Robotics | Intercompany | Consolidated | ||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Year ended December 31, 2020 | ||||||||||||
| Revenues | $ | 12,455 | $ | 18,594 | $ | 2,502 | $ | - | $ | 33,551 | ||
| Gross profit (loss) | $ | 3,265 | $ | 3,724 | $ | (871 | ) | $ | - | $ | 6,118 | |
| Impairment of goodwill and intangible assets | - | $ | (988 | ) | - | (988 | ) | |||||
| Operating income (loss) | $ | 941 | $ | 1,130 | $ | (2,722 | ) | $ | - | $ | (651 | ) |
7