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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 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into all effective Registration Statements filed by us under the Securities Act of 1933, as amended, to the extent not superseded by documents or reports subsequently filed or furnished.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 First Quarter of Year 2023. |
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 30, 2023
EXHIBIT INDEX
| EXHIBIT NO. | DESCRIPTION | |
| 99.1 | Press Release: BOS Reports Financial Results for the First Quarter of Year 2023. |
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Exhibit 99.1
BOS Reports Financial Results for the First Quarter of the Year 2023
RISHON LE ZION, Israel, May 30, 2023 – BOS Better Online Solutions Ltd. (“BOS” or the “Company”) (NASDAQ: BOSC) reported its financial results for the first quarter of the year 2023.
First Quarter 2023 Financial Highlights:
| ● | Revenues grew by 12% to $12.1 million from $10.8 million in the first quarter of the year 2022; |
| ● | Gross profit margin improved to 21.9% compared to 20.9% in the first quarter of the year 2022; |
| ● | Operating profit for the first quarter of 2023 increased by 94% to $902,000 compared to $465,000 in the first quarter of the year 2022; |
| ● | EBITDA for the first quarter of 2023 increased by 84% to $1,034,000 compared to $562,000 in the first quarter of the year 2022; |
| ● | Financial expenses increased to $246,000 from $151,000 in the first quarter of the year 2022; |
| ● | Net income for the first quarter of 2023 increased by 109% to $656,000 or $0.12 per basic share compared to $314,000 or $0.06 per basic share in the first quarter of the year 2022; |
Eyal Cohen, BOS’ CEO stated: “We have invested extensive managerial resources in expanding our offerings to include complementary technologies and services. I am pleased to see the positive results yielded by these efforts both in the year 2022 and in the first quarter of 2023.”
Ziv Dekel, BOS’ Chairman, stated: “BOS’ Board of directors and management have been executing an expansion strategy based on organic growth and M&A opportunities. This strategy leverages our core expertise and highly advanced proficiency in technologies for inventory processes.”
BOS will host a conference call on Tuesday, May 30, 2023, at 9:00 a.m. EDT - 4:00 p.m., Israel Time. A question-and-answer session will follow the 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 BOS’ technologies enhance inventory processes through three business divisions:
About BOS
| ● | The Intelligent Robotics division automates industrial and logistic inventory processes; |
| ● | The RFID division marks and tracks inventory; and |
| ● | The Supply Chain division manages inventory. |
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 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.
CONSOLIDATED STATEMENTS OF OPERATIONS
U.S. dollars in thousands
| Three months ended March 31, |
Year ended December 31, |
|||||||||||
| 2023 | 2022 | 2022 | ||||||||||
| (Unaudited) | (Unaudited) | (Audited) | ||||||||||
| Revenues | $ | 12,141 | $ | 10,789 | $ | 41,511 | ||||||
| Cost of revenues | 9,477 | 8,537 | 32,451 | |||||||||
| Gross profit | 2,664 | 2,252 | 9,060 | |||||||||
| Operating costs and expenses: | ||||||||||||
| Research and development | 41 | 51 | 166 | |||||||||
| Sales and marketing | 1,246 | 1,164 | 4,924 | |||||||||
| General and administrative | 475 | 572 | 2,122 | |||||||||
| Other income, net | - | - | (81 | ) | ||||||||
| Total operating costs and expenses | 1,762 | 1,787 | 7,131 | |||||||||
| Operating income | 902 | 465 | 1,929 | |||||||||
| Financial expenses, net | (246 | ) | (151 | ) | (647 | ) | ||||||
| Income before taxes on income | 656 | 314 | 1,282 | |||||||||
| Tax on income | - | - | (6 | ) | ||||||||
| Net income | $ | 656 | $ | 314 | $ | 1,276 | ||||||
| Basic net income per share | $ | 0.12 | $ | 0.06 | $ | 0.23 | ||||||
| Diluted net income per share | $ | 0.11 | $ | 0.06 | $ | 0.23 | ||||||
| Weighted average number of shares used in computing basic net income per share | 5,702 | 5,251 | 5,550 | |||||||||
| Weighted average number of shares used in computing diluted net income per share | 5,712 | 5,291 | 5,589 | |||||||||
| Number of outstanding shares as of March 31, 2023 and 2022 and December 31, 2022 | 5,702 | 5,251 | 5,702 | |||||||||
CONSOLIDATED BALANCE SHEETS
(U.S. dollars in thousands)
| March 31, 2023 |
December 31, 2022 |
|||||||
| (Unaudited) | (Audited) | |||||||
| ASSETS | ||||||||
| CURRENT ASSETS: | ||||||||
| Cash and cash equivalents | $ | 2,294 | $ | 1,763 | ||||
| Restricted bank deposits | 146 | 130 | ||||||
| Trade receivables, net | 10,888 | 10,834 | ||||||
| Other accounts receivable and prepaid expenses | 1,358 | 1,414 | ||||||
| Inventories | 6,930 | 6,433 | ||||||
| Total current assets | 21,616 | 20,574 | ||||||
| LONG-TERM ASSETS | 251 | 260 | ||||||
| PROPERTY AND EQUIPMENT, NET | 3,390 | 3,270 | ||||||
| OPERATING LEASE RIGHT-OF-USE ASSETS, NET | 1,021 | 1,110 | ||||||
| OTHER INTANGIBLE ASSETS, NET | 460 | 486 | ||||||
| GOODWILL | 4,895 | 4,895 | ||||||
| Total assets | $ | 31,633 | 30,595 | |||||
CONSOLIDATED BALANCE SHEETS
(U.S. dollars in thousands)
| March 31, 2023 |
December 31, 2022 |
|||||||
| (Unaudited) | (Audited) | |||||||
| LIABILITIES AND SHAREHOLDERS’ EQUITY | ||||||||
| CURRENT LIABILITIES: | ||||||||
| Current maturities of long-term loans | $ | 445 | $ | 586 | ||||
| Operating lease liabilities, current | 262 | 301 | ||||||
| Trade payables | 7,547 | 7,984 | ||||||
| Employees and payroll accruals | 1,089 | 1,016 | ||||||
| Deferred revenues | 1,553 | 542 | ||||||
| Advances net of inventory in process | 4 | 47 | ||||||
| Accrued expenses and other liabilities | 485 | 719 | ||||||
| Total current liabilities | 11,385 | 11,195 | ||||||
| LONG-TERM LIABILITIES: | ||||||||
| Long-term loans, net of current maturities | 1,337 | 1,294 | ||||||
| Operating lease liabilities, non-current | 751 | 827 | ||||||
| Long-term deferred revenues | 452 | 241 | ||||||
| Accrued severance pay | 392 | 404 | ||||||
| Total long-term liabilities | 2,932 | 2,766 | ||||||
| TOTAL SHAREHOLDERS’ EQUITY | 17,316 | 16,634 | ||||||
| Total liabilities and shareholders’ equity | $ | 31, 633 | $ | 30, 595 | ||||
CONDENSED CONSOLIDATED EBITDA
(U.S. dollars in thousands)
| Three months ended March 31, |
Year ended December 31, |
|||||||||||
| 2023 | 2022 | 2022 | ||||||||||
| Operating income | $ | 902 | $ | 465 | $ | 1,929 | ||||||
| Add: | ||||||||||||
| Amortization of intangible assets | 26 | 14 | 107 | |||||||||
| Stock-based compensation | 25 | 25 | 97 | |||||||||
| Depreciation | 81 | 58 | 255 | |||||||||
| EBITDA | $ | 1,034 | $ | 562 | $ | 2,388 | ||||||
SEGMENT INFORMATION
(U.S. dollars in thousands)
| RFID | Supply |
Intelligent Robotics | Intercompany | Consolidated | ||||||||||||||||
|
Three months ended March 31, 2023 |
||||||||||||||||||||
| Revenues | $ | 4,017 | $ | 7,489 | 699 | (64 | ) | $ | 12,141 | |||||||||||
| Gross profit (loss) | 1,106 | 1,585 | (27 | ) | - | 2,664 | ||||||||||||||
| Allocated operating expenses | 573 | 928 | 75 | - | 1,576 | |||||||||||||||
| Unallocated operating expenses* | - | - | 186 | |||||||||||||||||
| Income (loss) from operations | $ | 533 | $ | 657 | $ | (102 | ) | - | 902 | |||||||||||
| Financial expenses | (246 | ) | ||||||||||||||||||
| Net income | $ | 656 | ||||||||||||||||||
| RFID | Supply Chain Solutions |
Intelligent Robotics | Intercompany | Consolidated | ||||||||||||||||
| Three months ended March 31, 2022 | ||||||||||||||||||||
| Revenues | $ | 4,103 | $ | 6,508 | 178 | $ | - | $ | 10,789 | |||||||||||
| Gross profit (loss) | 1,031 | 1,244 | (23 | ) | - | 2,252 | ||||||||||||||
| Allocated operating expenses | 686 | 776 | 141 | - | 1,603 | |||||||||||||||
| Unallocated operating expenses* | - | - | - | - | 184 | |||||||||||||||
| Income (loss) from operations | $ | 345 | $ | 468 | $ | (164 | ) | - | 465 | |||||||||||
| Financial expenses and tax on income | (151 | ) | ||||||||||||||||||
| Net income | $ | 314 | ||||||||||||||||||
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 | 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 | ||||||||||||||||||
| * | Unallocated operating expenses include costs not specific to a particular segment but general to the entire 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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