Bos Better Online Solutions Ltd 6-K, filed Mar 29, 2023
Bos Better Online Solutions Ltd (BOSC)
About this 6-K
Bos Better Online Solutions Ltd filed this 6-K on March 29, 2023.
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 2023
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into all effective Registration Statements filed by us under the Securities Act of 1933, as amended, to the extent not superseded by documents or reports subsequently filed or furnished.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: BOS Reports Financial Results for the Fourth Quarter and the Year 2022. |
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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 29, 2023
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EXHIBIT INDEX
| EXHIBIT NO. | DESCRIPTION | |
| 99.1 | Press Release: BOS Reports Financial Results for the Fourth Quarter and the Year 2022. |
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Exhibit 99.1
BOS Reports Financial Results for the Fourth Quarter and the Year 2022
Exceeds the projections for 2022 and positive outlook for year 2023
RISHON LE ZION, Israel, March 29, 2023 – BOS Better Online Solutions Ltd. ("BOS" or the "Company") (NASDAQ: BOSC) reported its financial results for the fourth quarter and the year 2022.
Fourth Quarter 2022 Financial Highlights:
| ● | Revenues grew by 25% to $11.3 million from $9.1 million in the fourth quarter of the year 2021; |
| ● | Gross profit margin improved to 22.8% compared to 19.0% in the fourth quarter of the year 2021; |
| ● | Operating profit amounted to $652,000 compared to $58,000 in the fourth quarter of the year 2021; |
| ● | EBITDA amounted to $781,000 compared to $149,000 in the fourth quarter of the year 2021; |
| ● | Financial expenses increased to $115,000 from $2,000 in the fourth quarter of the year 2021; |
| ● | Net income amounted to $531,000 or $0.09 per basic share compared to $100,000 or $0.02 per basic share in the fourth quarter of the year 2021; |
Year 2022 Financial Highlights:
| ● | Revenues grew by 23% to $41.5 million from $33.6 million in the year 2021 ; |
| ● | Gross profit margin improved to 21.8% from 19.6% in the year 2021; |
| ● | Operating profit increased to $1.9 million from $0.5 million in the year 2021; |
| ● | EBITDA amounted to $2.4 million compared to $0.84 million in the year 2021. |
| ● | Financial expenses increased to $647,000 from $105,000 in the year 2021. |
| ● | Net income amounted to $1.28 million or $0.23 per basic share compared to $0.45 million or $0.09 per basic share in the year 2021. |
Financial Outlook:
For the full year 2023, BOS currently expects:
| ● | Revenues of $45 million |
| ● | Net income of $1.5 million |
Eyal Cohen, BOS' CEO stated: "We are pleased with the financial results of year 2022, which were above our expectations. We feel comfortable with our year 2023 projection and we are executing our growth plan that should yield further positive results in year 2024."
Ziv Dekel, BOS’ Chairman stated: “ Year 2022 was characterized 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 conference call on Wednesday, March 29, 2023, 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 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 industrial and logistic processes. |
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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, 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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CONSOLIDATED STATEMENTS OF OPERATIONS
U.S. dollars in thousands
| Year ended December 31, | Three months ended December 31, | |||||||||||||||
| 2022 | 2021 | 2022 | 2021 | |||||||||||||
| (Unaudited) | (Audited) | (Unaudited) | (Audited) | |||||||||||||
| Revenues | $ | 41,511 | $ | 33,634 | $ | 11,328 | $ | 9,079 | ||||||||
| Cost of revenues | 32,451 | 27,048 | 8,738 | 7,351 | ||||||||||||
| Gross profit | 9,060 | 6,586 | 2,590 | 1,728 | ||||||||||||
| Operating costs and expenses: | ||||||||||||||||
| Research and development | 166 | 208 | 38 | 54 | ||||||||||||
| Sales and marketing | 4,924 | 3,955 | 1,375 | 1,053 | ||||||||||||
| General and administrative | 2,122 | 1,906 | 564 | 563 | ||||||||||||
| Other income, net | (81 | ) | - | (39 | ) | - | ||||||||||
| Total operating costs and expenses | 7,131 | 6,069 | 1,938 | 1,670 | ||||||||||||
| Operating income | 1,929 | 517 | 652 | 58 | ||||||||||||
| Financial expenses, net | (647 | ) | (105 | ) | (115 | ) | 2 | |||||||||
| Income before taxes on income | 1,282 | 412 | 537 | 60 | ||||||||||||
| Taxes benefit (taxes on income) | (6 | ) | 39 | (6 | ) | 40 | ||||||||||
| Net income | $ | 1,276 | $ | 451 | $ | 531 | $ | 100 | ||||||||
| Basic and diluted net income per share | $ | 0.23 | $ | 0.09 | $ | 0.09 | $ | 0.02 | ||||||||
| Weighted average number of shares used in computing basic net income per share | 5,550 | 5,212 | 5,702 | 5,301 | ||||||||||||
| Weighted average number of shares used in computing diluted net income per share | 5,589 | 5,424 | 5,703 | 5,438 | ||||||||||||
| Number of outstanding shares as of December 31, 2022 and 2021 | 5,702 | 5,251 | 5,702 | 5,251 | ||||||||||||
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CONSOLIDATED BALANCE SHEETS
(U.S. dollars in thousands)
| December 31, 2022 | December 31, 2021 | |||||||
| (Unaudited) | (Audited) | |||||||
| ASSETS | ||||||||
| CURRENT ASSETS: | ||||||||
| Cash and cash equivalents | $ | 1,763 | $ | 1,875 | ||||
| Restricted bank deposits | 130 | 242 | ||||||
| Trade receivables | 10,834 | 9,209 | ||||||
| Other accounts receivable and prepaid expenses | 1,414 | 977 | ||||||
| Inventories | 6,433 | 5,567 | ||||||
| Total current assets | 20,574 | 17,870 | ||||||
| LONG-TERM ASSETS | 260 | 150 | ||||||
| PROPERTY AND EQUIPMENT, NET | 3,270 | 1,097 | ||||||
| OPERATING LEASE RIGHT-OF-USE ASSETS, NET | 1,110 | 944 | ||||||
| OTHER INTANGIBLE ASSETS, NET | 486 | 20 | ||||||
| GOODWILL | 4,895 | 4,676 | ||||||
| Total assets | $ | 30,595 | $ | 24,757 | ||||
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CONSOLIDATED BALANCE SHEETS
(U.S. dollars in thousands)
| December 31, 2022 | December 31, 2021 | |||||||
| (Unaudited) | (Audited) | |||||||
| LIABILITIES AND SHAREHOLDERS' EQUITY | ||||||||
| CURRENT LIABILITIES: | ||||||||
| Current maturities of long-term loans | $ | 586 | $ | 740 | ||||
| Operating lease liabilities, current | 301 | 538 | ||||||
| Trade payables | 7,984 | 5,200 | ||||||
| Employees and payroll accruals | 1,016 | 996 | ||||||
| Deferred revenues | 542 | 917 | ||||||
| Advances net of inventory in process | 47 | 249 | ||||||
| Accrued expenses and other liabilities | 719 | 112 | ||||||
| Total current liabilities | 11,195 | 8,752 | ||||||
| LONG-TERM LIABILITIES: | ||||||||
| Long-term loans, net of current maturities | 1,294 | 681 | ||||||
| Operating lease liabilities, non-current | 827 | 565 | ||||||
| Long-term deferred revenues | 241 | 132 | ||||||
| Accrued severance pay | 404 | 280 | ||||||
| Total long-term liabilities | 2,766 | 1,658 | ||||||
| TOTAL SHAREHOLDERS' EQUITY | 16,634 | 14,347 | ||||||
| Total liabilities and shareholders' equity | $ 30, 595 | $ | 24,757 | |||||
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CONDENSED CONSOLIDATED EBITDA
(U.S. dollars in thousands)
| Year ended December 31, | Three months ended December 31, | |||||||||||||||
| 2022 | 2021 | 2022 | 2021 | |||||||||||||
| Operating income | $ | 1,929 | $ | 517 | $ | 652 | $ | 58 | ||||||||
| Add: | ||||||||||||||||
| Amortization of intangible assets | 107 | 20 | 31 | 5 | ||||||||||||
| Stock-based compensation | 97 | 67 | 22 | 23 | ||||||||||||
| Depreciation | 255 | 238 | 76 | 63 | ||||||||||||
| EBITDA | $ | 2,388 | $ | 842 | $ | 781 | $ | 149 | ||||||||
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SEGMENT INFORMATION
(U.S. dollars in thousands)
| RFID | Supply Chain Solutions | Intelligent Robotics | Intercompany | Consolidated | ||||||||||||||||
| Year ended December 31, 2022 | ||||||||||||||||||||
| Revenues | $ | 15,318 | $ | 25,232 | 961 | $ | 41,511 | |||||||||||||
| Gross profit (loss) | 3,778 | 5,441 | (159 | ) | - | 9,060 | ||||||||||||||
| Allocated operating expenses | 2,535 | 3,450 | 425 | - | 6,410 | |||||||||||||||
| Unallocated operating expenses* | - | - | 721 | |||||||||||||||||
| Income (loss) from operations | $ | 1,243 | $ | 1,991 | $ | (584 | ) | - | 1,929 | |||||||||||
| Financial expenses and tax on income | (653 | ) | ||||||||||||||||||
| Net income | $ | 1,276 | ||||||||||||||||||
| RFID | Supply Chain Solutions | Intelligent Robotics | Intercompany | Consolidated | ||||||||||||||||
| Year ended December 31, 2021 | ||||||||||||||||||||
| Revenues | $ | 13,192 | $ | 19,008 | 1,576 | $ | (142 | ) | $ | 33,634 | ||||||||||
| Gross profit (loss) | 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 tax on income | (66 | ) | ||||||||||||||||||
| Net income | $ | 451 | ||||||||||||||||||
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SEGMENT INFORMATION
(U.S. dollars in thousands)
| RFID | Supply Chain Solutions | Intelligent Robotics | Intercompany | Consolidated | ||||||||||||||||
| Three months ended December 31, 2022 | ||||||||||||||||||||
| Revenues | $ | 4,273 | $ | 6,789 | $ | 266 | $ | 11,328 | ||||||||||||
| Gross profit | 1,187 | 1,560 | (157 | ) | - | 2,590 | ||||||||||||||
| Allocated operating expenses | 645 | 1,014 | 78 | - | 1,737 | |||||||||||||||
| Unallocated operating expenses* | 201 | |||||||||||||||||||
| Income (loss) from operations | $ | 542 | $ | 546 | $ | (235 | ) | - | 652 | |||||||||||
| Financial expenses and tax on income | 121 | |||||||||||||||||||
| Net income | $ | 531 | ||||||||||||||||||
| RFID | Supply Chain Solutions | Intelligent Robotics | Intercompany | Consolidated | ||||||||||||||||
| Three months ended December 31, 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 and Tax on income | 42 | |||||||||||||||||||
| Net income | $ | 100 | ||||||||||||||||||
| * | Unallocated operating expenses include costs not specific to a particular segment but are general to the group, such as expenses incurred for insurance of directors and officers, public company fees, legal fees, and other similar corporate costs. |
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