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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 September 2025
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.
This Form 6-K, including the exhibits, is 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into all effective registration statements, filed by us under the Securities Act of 1933, as amended, to the extent not superseded by documents or reports subsequently filed or furnished.
Attached hereto is the following exhibit:
| 99.1 | Unaudited Condensed Interim Consolidated Financial Statements of the Registrant as of June 30, 2025. | |
| 99.2 | Management’s Discussion and Analysis of Results of Operations and Financial Condition for the Six Months ended June 30, 2025 and June 30, 2024. | |
| 101.INS | Inline XBRL Instance Document | |
| 101.SCH | Inline XBRL Taxonomy Extension Schema Document | |
| 101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase Document | |
| 101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase Document | |
| 101.LAB | Inline XBRL Taxonomy Extension Label Linkbase Document | |
| 101.PR | Inline XBRL Extension Presentation Linkbase Document | |
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) |
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: September 30, 2025
EXHIBIT INDEX
| EXHIBIT NO. | DESCRIPTION | |
| 99.1 | Unaudited Condensed Interim Consolidated Financial Statements of the Registrant as of June 30, 2025. | |
| 99.2 | Management’s Discussion and Analysis of Results of Operations and Financial Condition for the Six Months ended June 30, 2025 and June 30, 2024. | |
| 101.INS | Inline XBRL Instance Document | |
| 101.SCH | Inline XBRL Taxonomy Extension Schema Document | |
| 101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase Document | |
| 101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase Document | |
| 101.LAB | Inline XBRL Taxonomy Extension Label Linkbase Document | |
| 101.PRE | Inline XBRL Extension Presentation Linkbase Document | |
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) |
Exhibit 99.1
B.O.S. BETTER ONLINE SOLUTIONS LTD.
AND ITS SUBSIDIARIES
CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
AS OF JUNE 30, 2025
IN U.S. DOLLARS
UNAUDITED
INDEX
- - - - - - - - - -
F-
B.O.S. BETTER ONLINE SOLUTIONS LTD.
AND ITS SUBSIDIARIES
CONDENSED INTERIM CONSOLIDATED BALANCE SHEETS
U.S. dollars in thousands
|
June 30, 2025 |
December 31, 2024 |
|||||||
| Unaudited | Audited | |||||||
| ASSETS | ||||||||
| CURRENT ASSETS: | ||||||||
| Cash and cash equivalents | $ | 5,170 | $ | 3,368 | ||||
| Restricted bank deposits | 65 | 185 | ||||||
| Trade receivables (net of allowance for doubtful accounts of $95 and $79 at June 30, 2025 and December 31 2024, respectively) | 15,689 | 11,787 | ||||||
| Other accounts receivable and prepaid expenses | 1,165 | 1,150 | ||||||
| Inventories | 6,917 | 7,870 | ||||||
| Total current assets | 29,006 | 24,360 | ||||||
| NON-CURRENT ASSETS: | ||||||||
| Long-term assets | 146 | 177 | ||||||
| Property and equipment, net | 3,483 | 3,417 | ||||||
| Deferred Tax Assets | 1,082 | 1,000 | ||||||
| Operating lease right-of-use assets, net | 834 | 779 | ||||||
| Intangible assets, net | 392 | 422 | ||||||
| Goodwill | 3,488 | 4,188 | ||||||
| Total non-current assets | 9,425 | 9,983 | ||||||
| Total assets | $ | 38,431 | $ | 34,343 | ||||
The accompanying notes are an integral part of the condensed interim consolidated financial statements.
F-
B.O.S. BETTER ONLINE SOLUTIONS LTD.
AND ITS SUBSIDIARIES
CONDENSED INTERIM CONSOLIDATED BALANCE SHEETS
U.S. dollars in thousands (except share and per share data)
|
June 30, 2025 |
December 31, 2024 |
|||||||
| Unaudited | Audited | |||||||
| LIABILITIES AND SHAREHOLDERS’ EQUITY | ||||||||
| CURRENT LIABILITIES: | ||||||||
| Current maturities of non-current loans | $ | 278 | $ | 439 | ||||
| Operating lease liabilities, current | 223 | 176 | ||||||
| Trade payables | 6,088 | 6,362 | ||||||
| Employees and payroll accruals | 1,072 | 1,087 | ||||||
| Deferred revenues | 3,174 | 2,003 | ||||||
| Accrued expenses and other liabilities | 844 | 598 | ||||||
| Total current liabilities | 11,679 | 10,665 | ||||||
| NON-CURRENT LIABILITIES: | ||||||||
| Loans, net of current maturities | 971 | 980 | ||||||
| Operating lease liabilities, non-current | 652 | 576 | ||||||
| Deferred revenues | 290 | 293 | ||||||
| Accrued severance pay | 609 | 498 | ||||||
| Total non-current liabilities | 2,522 | 2,347 | ||||||
| COMMITMENTS AND CONTINGENT LIABILITIES | ||||||||
| SHAREHOLDERS’ EQUITY: | ||||||||
| Share capital and additional paid-in capital | ||||||||
| Ordinary shares: Authorized; 11,000,000 shares at June 30, 2025 and December 31, 2024; Issued and outstanding: 6,059,992 and 5,792,559 shares at June 30, 2025 and December 31, 2024 | 87,186 | 86,401 | ||||||
| Accumulated other comprehensive loss | (243 | ) | (243 | ) | ||||
| Accumulated deficit | (62,713 | ) | (64,827 | ) | ||||
| Total equity | 24,230 | 21,331 | ||||||
| Total liabilities and shareholders’ equity | $ | 38,431 | $ | 34,343 | ||||
The accompanying notes are an integral part of the condensed interim consolidated financial statements.
F-
B.O.S. BETTER ONLINE SOLUTIONS LTD.
AND ITS SUBSIDIARIES
CONDENSED INTERIM CONSOLIDATED STATEMENTS OF OPERATIONS
U.S. dollars in thousands (except share and per share data)
|
Six months period ended June 30, |
||||||||
| 2025 | 2024 | |||||||
| Unaudited | Unaudited | |||||||
| Revenues | $ | 26,553 | $ | 19,734 | ||||
| Cost of revenues | 20,334 | 14,976 | ||||||
| Gross profit | $ | 6,219 | $ | 4,758 | ||||
| Operating costs and expenses: | ||||||||
| Research and development | 87 | 84 | ||||||
| Sales and marketing | 2,540 | 2,213 | ||||||
| General and administrative | 1,081 | 956 | ||||||
| Impairment of Goodwill | 700 | |||||||
| Total operating costs and expenses | 4,408 | 3,253 | ||||||
| Operating income | 1,811 | 1,505 | ||||||
| Financial income (expenses), net | 424 | (262 | ) | |||||
| Income before taxes on income | 2,235 | 1,243 | ||||||
| Taxes on income | 121 | 1 | ||||||
| Net income | $ | 2,114 | $ | 1,242 | ||||
| Basic net income per share | $ | 0.36 | $ | 0.22 | ||||
| Diluted net income per share | $ | 0.33 | $ | 0.21 | ||||
| Weighted average number of shares used in computing net income per share: | ||||||||
| Basic | 5,925 | 5,748 | ||||||
| Diluted | 6,385 | 5,833 | ||||||
The accompanying notes are an integral part of the condensed interim consolidated financial statements.
F-
B.O.S. BETTER ONLINE SOLUTIONS LTD.
AND ITS SUBSIDIARIES
CONDENSED INTERIM CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY
U.S. dollars in thousands (except share and per share data)
| Ordinary shares |
Share capital and additional paid-in capital |
Accumulated other comprehensive loss |
Accumulated deficit |
Total shareholders’ equity |
||||||||||||||||
| Balance as of January 1, 2024 | 5,748,018 | $ | 86,209 | $ | (243 | ) | $ | (67,127 | ) | $ | 18,839 | |||||||||
| Share-based compensation expense | - | 43 | 43 | |||||||||||||||||
| Net income | - | 1,242 | 1,242 | |||||||||||||||||
| Balance as of June 30, 2024 (unaudited) | 5,748,018 | $ | 86,252 | $ | (243 | ) | $ | (65,885 | ) | $ | 20,124 | |||||||||
| Balance as of January 1, 2025 | 5,792,559 | $ | 86,401 | $ | (243 | ) | $ | (64,827 | ) | $ | 21,331 | |||||||||
| Exercise of options into ordinary shares | 267,433 | 764 | 764 | |||||||||||||||||
| Share-based compensation expense | - | 21 | 21 | |||||||||||||||||
| Net income | - | 2,114 | 2,114 | |||||||||||||||||
| Balance as of June 30, 2025 (unaudited) | 6,059,992 | $ | 87,186 | $ | (243 | ) | $ | (62,713 | ) | $ | 24,230 | |||||||||
The accompanying notes are an integral part of the condensed interim consolidated financial statements.
F-
B.O.S. BETTER ONLINE SOLUTIONS LTD.
AND ITS SUBSIDIARIES
CONDENSED INTERIM CONSOLIDATED STATEMENTS OF CASH FLOWS
U.S. dollars in thousands (except share and per share data)
|
Six months period ended June 30, |
||||||||
| 2025 | 2024 | |||||||
| Unaudited | ||||||||
| Cash flows from operating activities: | ||||||||
| Net income | $ | 2,114 | $ | 1,242 | ||||
| Adjustments required to reconcile net income to net cash provided by operating activities: | ||||||||
| Depreciation and amortization | 234 | 274 | ||||||
| Impairment of Goodwill | 700 | |||||||
| Interest and exchange rate of loans | 98 | (45 | ) | |||||
| Severance pay, net | 111 | (16 | ) | |||||
| Share-based compensation expenses | 21 | 43 | ||||||
| Decrease (Increase) in trade receivables, net | (3,902 | ) | 1,714 | |||||
| Decrease (Increase) in other accounts receivable and other long-term assets | 15 | (450 | ) | |||||
| Increase in inventories | 953 | (520 | ) | |||||
| Decrease in trade payables | (274 | ) | (1,507 | ) | ||||
| Decrease (increase) in Deferred Tax Assets | (82 | ) | ||||||
| Decrease in operating lease right-of-use assets, net | 113 | 141 | ||||||
| Increase in operating lease liabilities | (46 | ) | (164 | ) | ||||
| Increase (Decrease) in employees and payroll accruals, deferred revenues, accrued expenses and other liabilities | 1,399 | (392 | ) | |||||
| Net cash provided by operating activities | $ | 1,454 | $ | 320 | ||||
| Cash flows to investing activities: | ||||||||
| Purchase of property and equipment | (269 | ) | (245 | ) | ||||
| Net cash used in investing activities | $ | (269 | ) | $ | (245 | ) | ||
The accompanying notes are an integral part of the condensed interim consolidated financial statements.
F-
B.O.S. BETTER ONLINE SOLUTIONS LTD.
AND ITS SUBSIDIARIES
CONDENSED INTERIM CONSOLIDATED STATEMENTS OF CASH FLOWS
U.S. dollars in thousands (except share and per share data)
|
Six months period ended June 30, |
||||||||
| 2025 | 2024 | |||||||
| Unaudited | ||||||||
| Cash flows from financing activities: | ||||||||
| Proceeds received from issuance of shares upon options exercised, net | 764 | |||||||
| Repayment of loans | (267 | ) | (85 | ) | ||||
| Net cash provided by (used in) financing activities | $ | 497 | $ | (85 | ) | |||
| Change in cash and cash equivalents, and restricted bank deposits | 1,682 | (10 | ) | |||||
| Cash, cash equivalents and restricted bank deposits at the beginning of the period | 3,553 | 2,561 | ||||||
| Cash, cash equivalents and restricted bank deposits at the end of the period | $ | 5,235 | $ | 2,551 | ||||
| Supplementary cash flow activities: | ||||||||
| (a) Cash paid during the period for: | ||||||||
| Tax | $ | 65 | $ | |||||
| Interest | $ | 286 | $ | 48 | ||||
The accompanying notes are an integral part of the condensed interim consolidated financial statements.
F-
B.O.S. BETTER ONLINE SOLUTIONS LTD.
AND ITS SUBSIDIARIES
NOTES TO CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
U.S. dollars in thousands (except share and per share data)
| NOTE 1: | GENERAL |
| A. | B.O.S. Better Online Solutions Ltd. (“BOS” or the “Company”) is an Israeli corporation. The Company’s shares are listed on NASDAQ under the ticker BOSC. |
| B. | As of June 30, 2025, the Company has three operating segments that include Intelligent Robotics, RFID and Supply Chain Solutions. |
| C. | The Company’s wholly owned subsidiaries include: |
| 1. | BOS-Dimex Ltd., (“BOS-Dimex”), is an Israeli company that comprises the RFID segment. BOS-Dimex provides comprehensive turn-key solutions for Automatic Identification and Data Collection (AIDC), combining a mobile infrastructure with software applications of manufacturers that we represent. BOS-Dimex also offers on-site inventory count services in the fields of apparel, food, convenience and pharma as well as asset tagging and counting services for corporate and governmental entities. |
| 2. | BOS-Odem Ltd. (“BOS-Odem”), an Israeli company, is a distributor of electronic components to customers worldwide, mainly in the aerospace and defense industries. BOS-Odem is also a supply chain service provider for aviation customers that prefer to consolidate their component acquisitions through a supplier that is able to provide a comprehensive solution to their components-supply needs. BOS-Odem is part of the Supply Chain Solutions segment; and |
| 3. | Ruby-Tech Inc., a New York corporation, is a wholly owned subsidiary of BOS-Odem and a part of the Supply Chain Solutions segment. |
| D. | Iron Swords War |
|
In October 2023, the Government of Israel declared a state of war in response to attacks on civilians in the southern region of the country, with hostilities also affecting northern Israel. During 2025, the conflict escalated to include direct hostilities between Israel and Iran. A ceasefire between Israel and Iran was reached by the end of June 2025.
The security situation has resulted in certain challenges, including disruptions in supply chains, and temporary shortage of personnel due to the mobilization of employees for reserve duty.
In addition, regional tensions, including Houthis attacks on commercial shipping routes in the Red Sea, have led to delays in shipments and increased shipping costs.
The Company has taken measures to safeguard its employees, and facilities in Israel, and to minimize any potential impact on its operations.
As of June 2025, most of the Company’s employees who had been called up for reserve duty have returned to work.
The security situation in recent months has not had a material impact on the Company’s financial results.
However, given the unpredictability of the duration and the scope of the conflict, the Company is unable to estimate the potential future impact on its business, financial condition or results of operations. Management continuous to monitor the developments closely and will take appropriate actions to mitigate risks to its operations and assets. |
F-
B.O.S. BETTER ONLINE SOLUTIONS LTD.
AND ITS SUBSIDIARIES
NOTES TO CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
U.S. dollars in thousands (except share and per share data)
| NOTE 2: | SIGNIFICANT ACCOUNTING POLICIES |
The significant accounting policies applied in the financial statements of the Company as of December 31, 2024, were applied consistently in these interim financial statements.
| A. | Use of estimates in the preparation of financial statements |
The preparation of condensed interim consolidated financial statements in conformity with accounting principles generally accepted in the United States (“U.S. GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the dates of the consolidated financial statements, and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from those estimates. As applicable to these consolidated interim financial statements, the most significant estimates and assumptions include (i) net realizable value of the inventory, (ii) impairment analysis of goodwill and intangible assets, (iii) allowance for doubtful accounts; and (iv) revenue recognition.
| B. | Principles of consolidation |
The consolidated financial statements include the accounts of the Company and its subsidiaries. Intercompany transactions and balances, including profits from intercompany sales not yet realized outside the Company, were eliminated upon consolidation.
| C. | Cash and cash equivalents |
Cash equivalents are short-term highly liquid investments with original maturities of less than three months from date of purchase.
| D. | Earnings per share |
The Company computes net earnings per share in accordance with ASC 260, “Earnings per share”. Basic earnings per share is computed by dividing net income attributable to ordinary shareholders by the weighted-average number of ordinary shares outstanding during the period, net of the weighted average number of treasury shares (if any).
Diluted earnings per ordinary share is computed similar to basic earnings per share, except that the denominator is increased to include the number of additional potential ordinary shares that would have been outstanding if the potential ordinary shares had been issued and if the effect of the additional ordinary shares were dilutive. Potential ordinary shares are excluded from the computation for a period in which a net earning is reported or if their effect is anti-dilutive.
An amount of 0.9 million and 1.4 million weighted average outstanding options and warrants have been excluded from the calculation of the diluted net earnings per share for the period of six months ended June 30, 2025 and 2024, respectively, because the effect of the ordinary shares issuable as a result of the exercise or conversion of these instruments was determined to be anti-dilutive.
F-
B.O.S. BETTER ONLINE SOLUTIONS LTD.
AND ITS SUBSIDIARIES
NOTES TO CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
U.S. dollars in thousands (except share and per share data)
| NOTE 2: | SIGNIFICANT ACCOUNTING POLICIES cont. |
| E. | Recently issued accounting pronouncements, not yet adopted |
ASU 2023-09, “Income Taxes (Topic 740): Improvements to Income Tax Disclosures
On December 14, the FASB issued ASU 2023-09— Income Taxes (Topic 740): Improvements to Income Tax Disclosures (“ASU 2023-09”).
ASU 2023-09 requires disaggregated information about a reporting entity’s effective tax rate reconciliation as well as information on income taxes paid. ASU 2023-09, Improvements to Income Tax Disclosures, applies to all entities subject to income taxes.
The amendments in ASU 2023-09 require that public business entities (PBE’s) on an annual basis (1) disclose specific categories in the rate reconciliation and (2) provide additional information for reconciling items that meet a quantitative threshold. Specifically, PBE’s are required to disclose a tabular reconciliation, using both percentages and reporting currency amounts, according to specific categories. Separate disclosure is required for any reconciling item in which the effect of the item is equal to or greater than 5 percent of the amount computed by multiplying the income (or loss) from continuing operations before income taxes by the applicable statutory income tax rate.
Also, ASU 2023-09 require that all entities disclose on an annual basis, information about income taxes paid, including the amount of income taxes paid (net of refunds received) disaggregated by federal (national), state, and foreign taxes and the amount of income taxes paid (net of refunds received) disaggregated by individual jurisdictions. In addition, ASC 2023-09 require that all entities disclose information about income (or loss) from continuing operations before income tax expense (or benefit) disaggregated between domestic and foreign and Income tax expense (or benefit) from continuing operations disaggregated by federal (national), state, and foreign.
The amendments in ASU 2023-09 also eliminate certain current disclosure requirements.
For public business entities (PBEs), the new requirements will be effective for annual periods beginning after December 15, 2024. The guidance will be applied on a prospective basis with the option to apply the standard retrospectively. The provisions of ASU 2023-09 will be applied in the annual financial statements for the year ended December 31, 2025.
F-
B.O.S. BETTER ONLINE SOLUTIONS LTD.
AND ITS SUBSIDIARIES
NOTES TO CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
U.S. dollars in thousands (except share and per share data)
| NOTE 2: | SIGNIFICANT ACCOUNTING POLICIES cont. |
ASU 2024-03, “Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures
On November 2024, the FASB issued ASU 2024-03, “Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (“ASU 2024-03”).
ASU 2024-03 enhances disclosure of certain costs and expenses to provide enhanced transparency into the expenses presented in the income statement.
ASU 2024-03 is effective for annual periods beginning after December 15, 2026. The Company intends to adopt and apply the guidance in fiscal year 2027. ASU 2024-03 should be adopted retrospectively to all periods presented in the financial statements and early adoption is permitted. The Company has not yet assessed the impact of the disclosure of this standard ASU 2024-03.
| NOTE 3: | UNAUDITED CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS |
These accompanying unaudited condensed interim consolidated financial statements have been prepared in accordance with U.S. GAAP for interim financial information. Accordingly, they do not include all the information and footnotes required by generally accepted accounting principles in the United States for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation of the Company’s financial position as of June 30, 2025, have been included. Operating results for the six-month period ended June 30, 2025, are not necessarily indicative of the results that may be expected for the year ended December 31, 2025, or any other interim period in the future.
The consolidated balance sheet at December 31, 2024 has been derived from the audited consolidated financial statements at that date but does not include all of the information and footnotes required by generally accepted accounting principles in the United States for complete financial statements.
The unaudited interim financial statements should be read in conjunction with the Company’s annual financial statements and accompanying notes as of December 31, 2024, included in the Company’s Annual Report on Form 20-F, filed with the Securities Exchange Commission on March 31, 2025.
| NOTE 4: | INVENTORIES |
Composition:
| June 30, 2025 |
December 31, 2024 |
|||||||
| Unaudited | Audited | |||||||
| Raw materials | $ | 25 | $ | 200 | ||||
| Inventory in progress | 1,927 | 1,559 | ||||||
| Finished goods | 4,965 | 6,111 | ||||||
| $ | 6,917 | $ | 7,870 | |||||
F-
B.O.S. BETTER ONLINE SOLUTIONS LTD.
AND ITS SUBSIDIARIES
NOTES TO CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
U.S. dollars in thousands (except share and per share data)
| NOTE 5: | INTANGIBLE ASSETS, NET |
| A. | Other Intangible Assets: |
|
June 30, 2025 |
December 31, 2024 |
|||||||
| Cost: | ||||||||
| Suppliers’ relationships | 760 | 760 | ||||||
| Customers’ relationship | 1,032 | 1,032 | ||||||
| Non-competition | 270 | 270 | ||||||
| 2,062 | 2,062 | |||||||
| Accumulated amortization: | ||||||||
| Suppliers’ relationship | 180 | 150 | ||||||
| Customer relationship | 862 | 862 | ||||||
| Non-competition | 162 | 162 | ||||||
| 1,204 | 1,174 | |||||||
| Impairment of Intangible Assets: | ||||||||
| Suppliers’ relationship | 189 | 189 | ||||||
| Customer relationship | 204 | 204 | ||||||
| Non-competition | 73 | 73 | ||||||
| 466 | 466 | |||||||
| 1,670 | 1,640 | |||||||
| Amortized cost | $ | 392 | $ | 422 | ||||
| B. | Amortization expenses amounted to $30 and $190 for the period of six months ended June 30, 2025, and the year ended December 31, 2024, respectively. |
| C. | The changes in the carrying amount of goodwill during the period of six months ended June 30, 2025, and the year ended December 31, 2024, respectively are as follows: |
| Goodwill | ||||
| Balance as of January 1 and December 31, 2023 | 4,895 | |||
| Acquisition during 2024 | ||||
| Impairment of Goodwill | (707 | ) | ||
| Balance as of January 1 and December 31, 2024 | 4,188 | |||
| Changes during 2025 | ||||
| Acquisition during 2025 | ||||
| Impairment of Goodwill | (700 | ) | ||
| Balance as of June 30, 2025 | $ | 3,488 | ||
F-
B.O.S. BETTER ONLINE SOLUTIONS LTD.
AND ITS SUBSIDIARIES
NOTES TO CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
U.S. dollars in thousands (except share and per share data)
| NOTE 5: | INTANGIBLE ASSETS, NET cont. |
Goodwill represents an excess of the costs over the net assets of businesses acquired. Under ASC 350, Intangibles - Goodwill and Other (“ASC 350”), goodwill is not amortized but instead is tested for impairment at least annually or between annual tests in certain circumstances and written-down when impaired.
The Company performs its annual impairment analysis of goodwill as of December 31 of each year, or more often if indicators of impairment are present. The provisions of ASC 350 require that the impairment test be performed on goodwill at the level of the reporting unit. As required by ASC 350, the Company chooses either to perform a qualitative assessment of whether a goodwill impairment test is necessary or proceeds directly to the goodwill impairment test. Such determination is made for each reporting unit on a stand-alone basis. The qualitative assessment includes various factors such as macroeconomic conditions, industry and market considerations, cost factors, overall financial performance, earnings multiples, gross margin and cash flows from operating activities and other relevant factors. When the Company chooses to perform a qualitative assessment and determines that it is more likely than not (more than 50 percent likelihood) that the fair value of the reporting unit is less than its carrying value, then the Company proceeds to the goodwill impairment test. If the Company determines otherwise, no further evaluation is necessary.
When the Company decides or is required to perform the goodwill impairment test, the Company compares the fair value of the reporting unit to its carrying value and an impairment charge is recognized for the amount by which the carrying amount exceeds the reporting unit’s fair value, if any.
The Company operates in three operating-based segments: the Intelligent Robotics division, the RFID division and the Supply Chain Solutions division. The Company’s goodwill was related to two different reporting units: the RFID division and the Intelligent Robotics division, each of which represents a whole separate reporting unit. As of June 30, 2025, and December 31, 2024, there is a balance of goodwill related only to the RFID division.
Under the RFID division segment there is one reporting unit with an allocated goodwill amount of $3,488 as of June 30, 2025. As of June 30, 2025, the Company decided to perform an impairment test, due to the existence of certain negative factors such as failure to meet budget targets. The impairment analysis was performed using the income approach and concluded that the carrying value of such reporting unit exceeds its fair value. As of June 30, 2025, and December 31, 2024, the analysis resulted in a goodwill impairment charge of $700, which was recognized as an impairment loss for the six-month period ended June 30, 2025. The most significant assumptions used for the income approach for the impairment test were four years of projected net cash flows, estimated weighted average cost of capital and a long-term growth rate. The significant assumptions used for the assessment were a discount rate of 16.5% and a long-term growth rate of 3%. The measurement of fair value of reporting units as part of goodwill impairment analysis is classified under Level 3 within the fair value hierarchy.
F-
B.O.S. BETTER ONLINE SOLUTIONS LTD.
AND ITS SUBSIDIARIES
NOTES TO CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
U.S. dollars in thousands (except share and per share data)
| NOTE 6: | LEASES |
The Company has entered into several non-cancellable operating lease agreements for its offices and vehicles. The Company’s leases have original lease periods expiring between 2025 and 2034. Payments due under such lease contracts include primarily fixed payments. The Company assumes renewals in the determination of the lease term. The Company’s lease agreements do not contain any material residual value guarantees or material restrictive covenants.
The components of lease costs, lease term and discount rate are as follows:
| Six Months Ended | ||||
| June 30, 2025 |
||||
| (unaudited) | ||||
| Operating lease cost: | ||||
| Vehicles | 54 | |||
| Facilities rent | 98 | |||
| 152 | ||||
| Remaining Lease Term | ||||
| Vehicles | 0.34 -2.84 years | |||
| Facilities rent | 0.26-9.09 years | |||
| Weighted Average Discount Rate | ||||
| Vehicles | 4.42 | % | ||
| Facilities rent | 4.53 | % | ||
The following is a schedule, by year, of maturities of operating lease liabilities as of June 30, 2025:
| June 30, 2025 |
||||
| (unaudited) | ||||
| Period: | ||||
| The remainder of 2025 | 127 | |||
| 2026 | 225 | |||
| 2027 | 156 | |||
| 2028 | 131 | |||
| 2029 | 71 | |||
| 2030-2034 | 331 | |||
| Total operating lease payments | 1,041 | |||
| Less: imputed interest | (166 | ) | ||
| Present value of lease liabilities | 875 | |||
F-
B.O.S. BETTER ONLINE SOLUTIONS LTD.
AND ITS SUBSIDIARIES
NOTES TO CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
U.S. dollars in thousands (except share and per share data)
| NOTE 7: | SEGMENTS AND GEOGRAPHICAL INFORMATION |
Commencing January 1, 2020, the Company presents its business operations in three reportable segments, consisting of the RFID segment, Supply Chain Solutions segment and the Intelligent Robotics segment.
The Company’s management makes financial decisions and allocates resources, based on the information it receives from its internal management system. The Company allocates resources and assesses performance for each operating segment using information about revenues and gross profit.
| a. | Information about the operating segments for the six months ended June 30, 2025 and 2024 is as follows: |
| RFID |
Supply Chain Solutions |
Intelligent Robotics | Intercompany | Consolidated | ||||||||||||||||
| Six months ended June 30, 2025: | ||||||||||||||||||||
| Revenues from external customers | $ | 6,168 | $ | 19,734 | $ | 868 | $ | (217 | ) | $ | 26,553 | |||||||||
| Cost of revenues, net of allowance | $ | 4,907 | $ | 14,688 | $ | 663 | $ | (217 | ) | $ | 20,041 | |||||||||
| Allowance for slow inventory | $ | $ | 293 | $ | $ | $ | 293 | |||||||||||||
| Gross profit | $ | 1,261 | $ | 4,753 | $ | 205 | $ | $ | 6,219 | |||||||||||
| Allocated operating expenses | $ | 1,760 | $ | 2,106 | $ | 141 | $ | $ | 4,007 | |||||||||||
| Unallocated operating expenses | $ | 401 | ||||||||||||||||||
| Operating Income (loss) | $ | (499 | ) | $ | 2,647 | $ | 64 | $ | $ | 1,811 | ||||||||||
| Financial income | $ | 424 | ||||||||||||||||||
| Income before taxes on income | $ | 2,235 | ||||||||||||||||||
| Tax on income | $ | 121 | ||||||||||||||||||
| Net Income | $ | 2,114 | ||||||||||||||||||
F-
B.O.S. BETTER ONLINE SOLUTIONS LTD.
AND ITS SUBSIDIARIES
NOTES TO CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
U.S. dollars in thousands (except share and per share data)
| NOTE 7: | SEGMENTS AND GEOGRAPHICAL INFORMATION – Cont. |
| RFID | Supply |
Intelligent Robotics |
Intercompany | Consolidated | ||||||||||||||||
| Six months ended June 30, 2024: | ||||||||||||||||||||
| Revenues from external customers | $ | 6,662 | $ | 12,687 | $ | 401 | $ | (16 | ) | $ | 19,734 | |||||||||
| Cost of revenues, net of allowance | $ | 5,042 | $ | 9,599 | $ | 251 | $ | (16 | ) | $ | 14,876 | |||||||||
| Allowance for slow-moving inventory | $ | $ | 100 | $ | $ | $ | 100 | |||||||||||||
| Gross profit | $ | 1,620 | $ | 2,988 | $ | 150 | $ | $ | 4,758 | |||||||||||
| Allocated operating expenses | $ | 1,103 | $ | 1,683 | $ | 122 | $ | $ | 2,908 | |||||||||||
| Unallocated operating expenses | $ | 345 | ||||||||||||||||||
| Operating Income (loss) | $ | 517 | $ | 1,305 | $ | 28 | $ | $ | 1,505 | |||||||||||
| Financial expenses | $ | (262 | ) | |||||||||||||||||
| Net Income before tax | $ | 1,243 | ||||||||||||||||||
| Tax on income | $ | 1 | ||||||||||||||||||
| Net Income | $ | 1,242 | ||||||||||||||||||
| b. | The following presents total revenues for the six months ended June 30, 2025 and 2024 based on the location of customers: |
| June 30, | ||||||||
| 2025 | 2024 | |||||||
| Unaudited | ||||||||
| Israel | $ | 23,746 | $ | 18,041 | ||||
| Far East | 54 | |||||||
| India | 696 | 796 | ||||||
| Europe | 919 | 463 | ||||||
| United States | 1,192 | 377 | ||||||
| Others | 3 | |||||||
| $ | 26,553 | $ | 19,734 | |||||
F-
Exhibit 99.2
MANAGEMENT’S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION FOR THE SIX MONTHS ENDED JUNE 30, 2025 AND JUNE 30, 2024
The following discussion and analysis of the results of BOS Better Online Solutions Ltd. (sometimes referred to herein as, “BOS”, the “Company”, “we”, “us” or “our’) should be read in conjunction with our interim condensed consolidated financial statements as of and for the six months ended June 30, 2025, appearing elsewhere in this Form 6-K, our audited consolidated financial statements and other financial information as of and for the year ended December 31, 2024 appearing in our Annual Report on Form 20-F for the year ended December 31, 2024 and Item 5—“Operating and Financial Review and Prospects” of that Annual Report.
Forward-Looking Statements
Statements in this Report on Form 6-K may constitute “forward-looking statements” within the meaning of the United States Federal securities laws that are based on our beliefs and assumptions as well as information currently available to us. Such forward-looking statements may be identified by the use of the words “anticipate”, “believe”, “estimate”, “expect”, “plan”, “intend”, “should”, “predict”, “potential”, “opinion” or the negative of these terms or similar expressions. Such statements reflect our current views with respect to future events and are subject to certain risks and uncertainties. While we believe such forward-looking statements are based on reasonable assumptions, should one or more of the underlying assumptions prove incorrect, or these risks or uncertainties materialize, our actual results may differ materially from those described herein. Factors that could cause or contribute to such differences include, but are not limited to, those set forth under “Risk Factors” in our Annual Report on Form 20-F for the year ended December 31, 2024, as well as those discussed elsewhere in that Annual Report and in our other filings with the Securities and Exchange Commission. We undertake no obligation to publicly update or revise any forward-looking statements, except as required by law.
Results of Operations
Revenues for the six months ended June 30, 2025 were $26.6 million, compared to $19.7 million in the six months ended June 30, 2024. The increase is mainly attributed to the Supply Chain division, with most of its revenues coming from the defense segment, which is experiencing growth momentum due to geopolitical tension in Israel and Europe and strong demand from Israel’s defense sector.
Gross profit for the six months ended June 30, 2025 amounted to $6.21 million (a gross margin of 23.4%), compared to $4.76 million (a gross margin of 24.1%) for the six months ended June 30, 2024.
Due to underperformance in the RFID segment, the Company recorded a goodwill impairment charge of $700,000 for the six months ended June 30, 2025.
Sales and marketing expenses for the six months ended June 30, 2025 were $2.54 million or 9.5% of revenues, compared to $2.21 million or 11.2% of revenues for the six months ended June 30, 2024. The decrease in sales and marketing expenses as a percentage of revenues (from 11.2% to 9.5%) reflects our ability to support higher revenue levels with our existing sales and operational infrastructure without proportional increases in staffing costs. General and administrative expenses for the six months ended June 30, 2025 were $1.1 million, compared to $0.96 million in the six months ended June 30, 2024.
Operating income in the six months ended June 30, 2025 amounted to $1.8 million, compared to $1.5 million in the six months ended June 30, 2024. Despite the significant revenue increase, operating income improved only modestly, primarily due to the goodwill impairment of $700,000.
Financial income for the six months ended June 30, 2025 was $424,000, compared to financial expenses of $262,000 in the six months ended June 30, 2024. This improvement is attributed to favorable foreign exchange differences between the Israeli NIS and the U.S. dollar and a decrease in loans.
Net income in the six months ended June 30, 2025 amounted to $2.11 million, compared to $1.24 million in the six months ended June 30, 2024. On a per share basis, the basic and diluted net income per share in the six months ended June 30, 2025 was $0.36 and $0.33, respectively, compared to $0.22 and $0.21, respectively, for the six months ended June 30, 2024.
Liquidity and Capital Resources
As of June 30, 2025, we had $971,000 in long-term bank loans, and current maturities of $278,000. Cash and cash equivalents as of June 30, 2025 amounted to $5.2 million.
The Company had positive working capital of $17.3 million as of June 30, 2025, and it is the Company’s opinion that the current working capital is sufficient for the Company’s present requirements. Working capital requirements will vary from time-to-time and will depend on numerous factors, including but not limited to, the operating results, scope of sales, supplier and customer credit terms, and acquisition activities.
We have in-balance sheet financial instruments and off-balance sheet contingent commitments. Our in-balance sheet financial instruments consist of our assets and liabilities. As of June 30, 2025, our trade receivables’ and trade payables’ aging days were 108 and 64 days, respectively. The fair value of our financial instruments is similar to their book value. Our off-balance sheet contingent commitments consist of: (a) royalty commitments that are directly related to our future revenues, and (b) directors’ and officers’ indemnities, in excess of the proceeds received from liability insurance, which we obtain.
Cash Flows
Net cash provided by operating activities for the six months ended June 30, 2025 was $1.45 million, compared to $320,000 in the same period of 2024. The increase primarily reflects higher operational profitability after eliminating a non-cash goodwill impairment charge of $700,000 recorded in the current period.
Net cash used in investing activities in the six months ended June 30, 2025 amounted to $269,000, compared to $245,000 in the six months ended June 30, 2024.
Net cash provided by financing activities in the six months ended June 30, 2025 was $497,000, attributable to the exercise of warrants and options, compared to $85,000 used in the six months ended June 30, 2024.