Bos Better Online Solutions Ltd 6-K, filed Aug 22, 2024
Bos Better Online Solutions Ltd (BOSC)
About this 6-K
Bos Better Online Solutions Ltd filed this 6-K on August 22, 2024.
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 2024
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into all effective Registration Statements filed by us under the Securities Act of 1933, as amended, to the extent not superseded by documents or reports subsequently filed or furnished.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 First Half and the Second Quarter of the 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: August 22, 2024
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EXHIBIT INDEX
| EXHIBIT NO. | DESCRIPTION | |
| 99.1 | Press Release: BOS Reports Financial Results for the First Half and the Second Quarter of the Year 2024. |
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Exhibit 99.1
BOS Reports Financial Results for the First Half and the Second Quarter of the Year 2024
Net income of $1.2 million and $500,000 in the first half and 2nd quarter of 2024, respectively
RISHON LE ZION, Israel, August 22, 2024 – BOS Better Online Solutions Ltd. (“BOS” or the “Company”) (NASDAQ: BOSC) reported its financial results for the second quarter of the year 2024.
Eyal Cohen, BOS’ CEO, stated: “Revenues for the first half of year 2024 were lower by 16% than revenues in the comparable period last year.
The shortage of electronic components in 2022 prompted the defense sector customers of the Supply Chain division to increase their inventory, which contributed significantly to our revenue growth in 2023. As the component shortage eased in 2023, our defense customers began to reduce their inventory, leading to a dip in our revenues in the first half of 2024.
However, the third quarter of 2024 shows a resurgence in demand for electronic components by our defense customers. From the beginning of the third quarter through August 15, our Supply Chain division has received orders amounting to $5.4 million, a promising sign compared to the total orders of $14 million in the entire first half of 2024.
Our gross profit margin increased to 24.1% in the first half of 2024 from 21.5% in the same period last year.
Furthermore, our operating and financial expenses decreased by $300,000 to $3.5 million, compared to $3.8 million in the same period last year.
As a result, our net income for the first half of 2024 remained steady at $1.2 million, the same as in 2023.
We, therefore, maintain our outlook for 2024, with projected revenues of $46 million, up from $44.2 million in 2023, and a net income increase to $2.2 million from $2 million in 2023.”
Ziv Dekel, BOS Chairman, added, “The resiliency shown in our financial performance in the first half of the year, is primarily the result of our continued implementation of significant steps to strengthen capabilities, improve activity and tighten the organizational structure.
The diligent and persistent continuation of our improvement processes, are the basis for our optimistic outlook for the second half of 2024.”
BOS will host a video conference call on August 22, 2024 at 9:00 a.m. EDT. A question-and-answer session will follow management’s presentation.
To access the video conference call, please click on the following link:
https://us06web.zoom.us/j/86985163157?pwd=b0Ba9kojV0wOiMYotRDSE7MralyKjI.1
Meeting ID: 869 8516 3157
Passcode: 810414
About BOS
BOS leverages cutting-edge technologies to optimize supply chain operations across three key divisions. The Intelligent Robotics division streamlines industrial and logistics inventory processes. The RFID division efficiently marks and tracks inventory and the Supply Chain division effectively manages inventory supply.
For
additional information, 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 effect of the war against Hamas, Hezbollah and other terrorist organizations and the conflict with Iran, 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
| Six months ended June 30, | Three months ended June 30, | |||||||||||||||
| 2024 | 2023 | 2024 | 2023 | |||||||||||||
| (Unaudited) | (Unaudited) | |||||||||||||||
| Revenues | $ | 19,734 | $ | 23,478 | $ | 8,447 | $ | 11,336 | ||||||||
| Cost of revenues | 14,976 | 18,409 | 6,249 | 8,931 | ||||||||||||
| Gross profit | 4,758 | 5,069 | 2,198 | 2,405 | ||||||||||||
| Operating costs and expenses: | ||||||||||||||||
| Research and development | 84 | 78 | 40 | 37 | ||||||||||||
| Sales and marketing | 2,213 | 2,470 | 1,051 | 1,224 | ||||||||||||
| General and administrative | 956 | 912 | 448 | 437 | ||||||||||||
| Total operating costs and expenses | 3,253 | 3,460 | 1,539 | 1,698 | ||||||||||||
| Operating income | 1,505 | 1,609 | 659 | 707 | ||||||||||||
| Financial expenses, net | (262 | ) | (343 | ) | (157 | ) | (98 | ) | ||||||||
| Income before taxes on income | 1,243 | 1,266 | 502 | 609 | ||||||||||||
| Taxes on income | 1 | - | 1 | - | ||||||||||||
| Net income | $ | 1,242 | $ | 1,266 | $ | 501 | $ | 609 | ||||||||
| Basic and diluted net income per share | $ | 0.22 | $ | 0.22 | $ | 0.09 | $ | 0.11 | ||||||||
| Weighted average number of shares used in computing basic net income per share | 5,748 | 5,707 | 5,748 | 5,712 | ||||||||||||
| Weighted average number of shares used in computing diluted net income per share | 5,833 | 5,767 | 5,837 | 5,847 | ||||||||||||
| Number of outstanding shares as of June 30, 2024 and 2023 | 5,748 | 5,741 | 5,748 | 5,741 | ||||||||||||
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CONSOLIDATED BALANCE SHEETS
(U.S. dollars in thousands)
| June 30, 2024 | December 31, 2023 | |||||||
| (Unaudited) | (Audited) | |||||||
| ASSETS | ||||||||
| CURRENT ASSETS: | ||||||||
| Cash and cash equivalents | $ | 2,358 | $ | 2,344 | ||||
| Restricted bank deposits | 193 | 217 | ||||||
| Trade receivables | 10,710 | 12,424 | ||||||
| Other accounts receivable and prepaid expenses | 1,405 | 963 | ||||||
| Inventories | 6,847 | 6,070 | ||||||
| Total current assets | 21,513 | 22,018 | ||||||
| LONG-TERM ASSETS | 204 | 196 | ||||||
| PROPERTY AND EQUIPMENT, NET | 3,334 | 3,268 | ||||||
| OPERATING LEASE RIGHT-OF-USE ASSETS, NET | 885 | 1,026 | ||||||
| OTHER INTANGIBLE ASSETS, NET | 983 | 1,078 | ||||||
| GOODWILL | 4,895 | 4,895 | ||||||
| Total assets | $ | 31,814 | $ | 32,481 | ||||
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CONSOLIDATED BALANCE SHEETS
(U.S. dollars in thousands)
June
30, | December 31, 2023 | |||||||
| (Unaudited) | (Audited) | |||||||
| LIABILITIES AND SHAREHOLDERS’ EQUITY | ||||||||
| CURRENT LIABILITIES: | ||||||||
| Current maturities of long term loans | $ | 160 | $ | 170 | ||||
| Operating lease liabilities, current | 191 | 235 | ||||||
| Trade payables | 6,203 | 7,710 | ||||||
| Employees and payroll accruals | 1,083 | 980 | ||||||
| Deferred revenues | 565 | 600 | ||||||
| Advances net of inventory in process | 394 | 137 | ||||||
| Accrued expenses and other liabilities | 656 | 1,072 | ||||||
| Total current liabilities | 9,252 | 10,904 | ||||||
| LONG-TERM LIABILITIES: | ||||||||
| Long-term loans, net of current maturities | 1,030 | 1,150 | ||||||
| Operating lease liabilities, non-current | 639 | 759 | ||||||
| Long term deferred revenues | 295 | 339 | ||||||
| Accrued severance pay | 474 | 490 | ||||||
| Total long-term liabilities | 2,438 | 2,738 | ||||||
| TOTAL SHAREHOLDERS’ EQUITY | 20,124 | 18,839 | ||||||
| Total liabilities and shareholders’ equity | $ | 31,814 | $ | 32,481 | ||||
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CONDENSED CONSOLIDATED EBITDA
(U.S. dollars in thousands)
| Six months ended June 30, | Three months ended June 30, | |||||||||||||||
| 2024 | 2023 | 2024 | 2023 | |||||||||||||
| Operating income | $ | 1,505 | $ | 1,609 | $ | 659 | $ | 707 | ||||||||
| Add: | ||||||||||||||||
| Amortization of intangible assets | 95 | 73 | 47 | 47 | ||||||||||||
| Stock-based compensation | 42 | 49 | 21 | 24 | ||||||||||||
| Depreciation | 179 | 165 | 90 | 85 | ||||||||||||
| EBITDA | $ | 1,821 | $ | 1,896 | $ | 817 | $ | 863 | ||||||||
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SEGMENT INFORMATION
(U.S. dollars in thousands)
| RFID | Supply | Intelligent Robotics | Intercompany | Consolidated | ||||||||||||||||
| Six months ended June 30, 2024 | ||||||||||||||||||||
| Revenues | $ | 6,662 | $ | 12,687 | $ | 401 | $ | (16 | ) | $ | 19,734 | |||||||||
| Gross profit | 1,620 | 2,988 | 150 | - | 4,758 | |||||||||||||||
| Allocated operating expenses | 1,103 | 1,683 | 122 | - | 2,908 | |||||||||||||||
| Unallocated operating expenses* | - | - | - | 345 | ||||||||||||||||
| Income from operations | $ | 517 | $ | 1,305 | $ | 28 | - | 1,505 | ||||||||||||
| Financial expenses and tax on income | (263 | ) | ||||||||||||||||||
| Net income | $ | 1,242 | ||||||||||||||||||
| RFID | Supply | Intelligent Robotics | Intercompany | Consolidated | ||||||||||||||||
| Six months ended June 30, 2023 | ||||||||||||||||||||
| Revenues | $ | 6,948 | $ | 15,351 | $ | 1,257 | $ | (78 | ) | $ | 23,478 | |||||||||
| Gross profit | 1,796 | 3,253 | 20 | - | 5,069 | |||||||||||||||
| Allocated operating expenses | 1,097 | 1,859 | 130 | - | 3,086 | |||||||||||||||
| Unallocated operating expenses* | - | - | - | 374 | ||||||||||||||||
| Income (loss) from operations | $ | 699 | $ | 1,394 | $ | (110 | ) | - | 1,609 | |||||||||||
| Financial expenses and tax on income | (343 | ) | ||||||||||||||||||
| Net income | $ | 1,266 | ||||||||||||||||||
| * | 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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SEGMENT INFORMATION
(U.S. dollars in thousands)
| RFID | Supply | Intelligent Robotics | Intercompany | Consolidated | ||||||||||||||||
| Three months ended June 30, 2024 | ||||||||||||||||||||
| Revenues | $ | 2,979 | $ | 5,330 | $ | 152 | $ | (14 | ) | $ | 8,447 | |||||||||
| Gross profit | 629 | 1,503 | 66 | - | 2,198 | |||||||||||||||
| Allocated operating expenses | 538 | 774 | 60 | - | 1,372 | |||||||||||||||
| Unallocated operating expenses* | - | 167 | ||||||||||||||||||
| Income from operations | $ | 91 | $ | 729 | $ | 6 | - | 659 | ||||||||||||
| Financial expenses and tax on income | (158 | ) | ||||||||||||||||||
| Net income | $ | 501 | ||||||||||||||||||
| RFID | Supply | Intelligent Robotics | Intercompany | Consolidated | ||||||||||||||||
| Three months ended June 30, 2023 | ||||||||||||||||||||
| Revenues | $ | 2,931 | $ | 7,863 | $ | 557 | $ | (15 | ) | $ | 11,336 | |||||||||
| Gross profit | 689 | 1,668 | 48 | - | 2,405 | |||||||||||||||
| Allocated operating expenses | 524 | 931 | 55 | - | 1,510 | |||||||||||||||
| Unallocated operating expenses* | - | 188 | ||||||||||||||||||
| Income (loss) from operations | $ | 165 | $ | 737 | $ | (7 | ) | - | 707 | |||||||||||
| Financial expenses and tax on income | (98 | ) | ||||||||||||||||||
| Net income | $ | 609 | ||||||||||||||||||
| * | 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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