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 November 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 ☐
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all effective Registration Statements filed by us under the Securities Act of 1933, as amended, to the extent not superseded by documents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:
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:
November 30, 2023
EXHIBIT
INDEX
Exhibit 99.1
BOS
Reports Financial Results for the Third Quarter of the Year 2023
RISHON
LE ZION, Israel, November 30, 2023 – BOS Better Online Solutions Ltd. (“BOS” or the “Company”) (NASDAQ:
BOSC) reported its financial results for the third quarter of the year 2023.
Third
Quarter 2023 Statements of Operations Highlights:
| ● | Revenues
for the third quarter of 2023 grew by 8.5% to $9.8 million from $9.0 million in the comparable
quarter last year. |
| | |
| ● | Operating
profit for the third quarter of 2023 increased by 87.7% to $441,000 from $235,000
in the comparable quarter last year. |
| | |
| ● | EBITDA for
the third quarter of 2023 increased by 70.4% to $600,000 from $352,000 in the comparable
quarter last year. |
| | |
| ● | Financial
expenses for the third quarter of 2023 increased to $128,000 from $3,000 in the
comparable quarter last year due to currency exchange costs between the NIS and the US$.
|
| | |
| ● | Net
income for the third quarter of 2023 increased by 14.2% to $313,000 or $0.05 per
basic share compared to $274,000 or $0.05 per basic share in the third quarter of the year
2022. |
Balance
sheet Highlights:
Cash
and cash equivalents amounted to $1.2 million as of September 30, 2023, compared to $1.8 million in December 31, 2022. The decrease
in cash is attributed mainly to investing activities as reflected in our long-term assets. During the first nine months of 2023, we paid
$ 351,000 for the purchase of distribution rights of electronic components (for the Supply Chain division). We also paid $68,000 on account
of the Dagesh acquisition we made in 2022 (for the RFID division).
Trade
receivables amounted to $11.6 million and 95 aging days as of September 30, 2023, compared to $10.8 million and 95 aging days
as of December 31, 2022.
Inventories as
of September 2023 amounted to $7.2 million and 76 aging days compared to $6.4 million and 72 aging days in December 2022. The increase
in inventory is attributed to projects in process in the Robotic division.
Bank
loans (short and long) amounted to $1.9 million as of September 30, 2023, roughly the same balance as of December 31, 2022.
Trade
payables amounted to $6.7 million and 70 aging days as of September 30, 2023, compared to $8.0 million and 90 aging days as
of December 31 2022. During 2022, we temporarily extended our vendor credit days to support our 25% growth in 2022.
Working
capital amounted to $10.2 million as of September 30, 2023, compared to $9.4 million as of December 31, 2022.
Shareholders
equity amounted to $18.4 million as of September 30, 2023, compared to $16.6 million as of December 31, 2022.
Ziv
Dekel, BOS’ Chairman, stated: “BOS’ management has invested extensive resources to strengthen BOS’ market position
and penetrate new business segments. I am pleased to see the positive results consistently yielded by these efforts.”
Eyal
Cohen, BOS’ CEO, stated: “The relatively strong results in the first nine months of the year and our backlog for the remainder
of the year 2023 advance us towards meeting our financial targets for 2023, despite the current security situation in Israel.”
BOS
will host a conference call on November 30, 2023 at 9:00 a.m. EDT. A question-and-answer session will follow management’s presentation.
To
access the conference call, please click on the following link:
https://us06web.zoom.us/j/86032588513?pwd=IZrcDvzp6KRbeUfXoxXBPNb1n1WMbL.1
or
dial to: +1 646 876 9923, meeting ID - 860 3258 8513, passcode - 574037
For
those unable to listen to the live call, a replay of the call will be available the next day on the BOS website: http://www.boscorporate.com
About
BOS
BOS’
technologies enhance inventory processes through three business divisions:
| ● | 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.
In
October 2023, Hamas terrorists infiltrated Israel’s southern border from the Gaza Strip and conducted a series of attacks on civilian
and military targets. Hamas also launched extensive rocket attacks on Israeli population and industrial centers located along Israel’s
border with the Gaza Strip and in other areas within the State of Israel. Following the attack, Israel’s security cabinet declared
war against Hamas and a military campaign against these terrorist organizations commenced in parallel to their continued rocket and terror
attacks. Moreover, the clash between Israel and Hezbollah in Lebanon, may escalate in the future into a greater regional conflict. It
is currently not possible to predict the duration or severity of the ongoing conflict or its long term effects on our business, operations
and financial conditions. The ongoing conflict is rapidly evolving and developing, and could disrupt our business and operations, interrupt
our sources and availability of supply and hamper our ability to raise additional funds or sell our securities, among others.
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
| |
Nine months ended
September 30, | | |
Three months ended
September 30, | |
| |
2023 | | |
2022 | | |
2023 | | |
2022 | |
| |
(Unaudited) | | |
(Unaudited) | |
Revenues | |
$ | 33,292 | | |
$ | 30,183 | | |
$ | 9,815 | | |
$ | 9,045 | |
Cost of revenues | |
| 26,174 | | |
| 23,713 | | |
| 7,765 | | |
| 7,046 | |
Gross profit | |
| 7,118 | | |
| 6,470 | | |
| 2,050 | | |
| 1,999 | |
| |
| | | |
| | | |
| | | |
| | |
Operating costs and expenses: | |
| | | |
| | | |
| | | |
| | |
Research and development | |
| 114 | | |
| 128 | | |
| 36 | | |
| 40 | |
Sales and marketing | |
| 3,612 | | |
| 3,599 | | |
| 1,143 | | |
| 1,215 | |
General and administrative | |
| 1,342 | | |
| 1,508 | | |
| 430 | | |
| 509 | |
Total operating costs and expenses | |
| 5,068 | | |
| 5,235 | | |
| 1,609 | | |
| 1,764 | |
| |
| | | |
| | | |
| | | |
| | |
Operating income | |
| 2,050 | | |
| 1,235 | | |
| 441 | | |
| 235 | |
Financial expenses, net | |
| (471 | ) | |
| (532 | ) | |
| (128 | ) | |
| (3 | ) |
Other income, net | |
| - | | |
| 42 | | |
| - | | |
| 42 | |
Income before taxes on income | |
| 1,579 | | |
| 745 | | |
| 313 | | |
| 274 | |
Taxes on income | |
| - | | |
| - | | |
| - | | |
| - | |
Net income | |
$ | 1,579 | | |
$ | 745 | | |
$ | 313 | | |
$ | 274 | |
| |
| | | |
| | | |
| | | |
| | |
Basic net income per share | |
$ | 0.28 | | |
$ | 0.14 | | |
$ | 0.05 | | |
$ | 0.05 | |
Diluted net income per share | |
$ | 0.27 | | |
$ | 0.14 | | |
$ | 0.05 | | |
$ | 0.05 | |
Weighted average number of shares used in computing basic net income per share | |
| 5,720 | | |
| 5,498 | | |
| 5,747 | | |
| 5,702 | |
Weighted average number of shares used in computing diluted net income per share | |
| 5,913 | | |
| 5,542 | | |
| 6,086 | | |
| 5,729 | |
Number of outstanding shares as of
September 30, 2023 and 2022 | |
| 5,748 | | |
| 5,702 | | |
| 5,748 | | |
| 5,702 | |
CONSOLIDATED
BALANCE SHEETS
(U.S.
dollars in thousands)
| |
September 30,
2023 | | |
December 31,
2022 | |
| |
(Unaudited) | | |
(Audited) | |
ASSETS | |
| | |
| |
| |
| | |
| |
CURRENT ASSETS: | |
| | |
| |
Cash and cash equivalents | |
$ | 1,177 | | |
$ | 1,763 | |
Restricted bank deposits | |
| 159 | | |
| 130 | |
Trade receivables | |
| 11,596 | | |
| 10,834 | |
Other accounts receivable and prepaid expenses | |
| 843 | | |
| 1,414 | |
Inventories | |
| 7,221 | | |
| 6,433 | |
| |
| | | |
| | |
Total current assets | |
| 20,996 | | |
| 20,574 | |
| |
| | | |
| | |
LONG-TERM ASSETS | |
| 245 | | |
| 260 | |
| |
| | | |
| | |
PROPERTY AND EQUIPMENT, NET | |
| 3,349 | | |
| 3,270 | |
| |
| | | |
| | |
OPERATING LEASE RIGHT-OF-USE ASSETS, NET | |
| 1,065 | | |
| 1,110 | |
| |
| | | |
| | |
OTHER INTANGIBLE ASSETS, NET | |
| 1,126 | | |
| 486 | |
| |
| | | |
| | |
GOODWILL | |
| 4,895 | | |
| 4,895 | |
| |
| | | |
| | |
Total assets | |
$ | 31,676 | | |
$ | 30,595 | |
CONSOLIDATED
BALANCE SHEETS
(U.S.
dollars in thousands)
| |
September 30,
2023 | | |
December 31,
2022 | |
| |
(Unaudited) | | |
(Audited) | |
LIABILITIES AND SHAREHOLDERS’ EQUITY | |
| | |
| |
| |
| | |
| |
CURRENT LIABILITIES: | |
| | |
| |
Short term loan and current maturities | |
$ | 832 | | |
$ | 586 | |
Operating lease liabilities, current | |
| 220 | | |
| 301 | |
Trade payables | |
| 6,724 | | |
| 7,984 | |
Employees and payroll accruals | |
| 828 | | |
| 1,016 | |
Deferred revenues | |
| 1,002 | | |
| 542 | |
Advances net of inventory in process | |
| 212 | | |
| 47 | |
Accrued expenses and other liabilities | |
| 944 | | |
| 719 | |
| |
| | | |
| | |
Total current liabilities | |
| 10,762 | | |
| 11,195 | |
| |
| | | |
| | |
LONG-TERM LIABILITIES: | |
| | | |
| | |
Long-term loans, net of current maturities | |
| 1,130 | | |
| 1,294 | |
Operating lease liabilities, non-current | |
| 764 | | |
| 827 | |
Long term deferred revenues | |
| 285 | | |
| 241 | |
Accrued severance pay | |
| 347 | | |
| 404 | |
| |
| | | |
| | |
Total long-term liabilities | |
| 2,526 | | |
| 2,766 | |
| |
| | | |
| | |
TOTAL SHAREHOLDERS’ EQUITY | |
| 18,388 | | |
| 16,634 | |
| |
| | | |
| | |
Total liabilities and shareholders’
equity | |
$ | 31,
676 | | |
$ | 30,595 | |
CONDENSED
CONSOLIDATED EBITDA
(U.S.
dollars in thousands)
| |
Nine months ended
September 30, | | |
Three months ended
September 30, | |
| |
2023 | | |
2022 | | |
2023 | | |
2022 | |
Operating income | |
$ | 2,050 | | |
$ | 1,235 | | |
$ | 441 | | |
$ | 235 | |
Add: | |
| | | |
| | | |
| | | |
| | |
Amortization of intangible assets | |
| 120 | | |
| 76 | | |
| 48 | | |
| 31 | |
Stock-based compensation | |
| 73 | | |
| 75 | | |
| 24 | | |
| 25 | |
Depreciation | |
| 252 | | |
| 179 | | |
| 87 | | |
| 61 | |
EBITDA | |
$ | 2,495 | | |
$ | 1,565 | | |
$ | 600 | | |
$ | 352 | |
SEGMENT
INFORMATION
(U.S.
dollars in thousands)
| |
RFID | | |
Supply Chain Solutions | | |
Intelligent Robotics | | |
Intercompany | | |
Consolidated | |
| |
|
|
|
|
Nine months ended September 30, 2023 | |
Revenues | |
$ | 10,091 | | |
$ | 21,827 | | |
$ | 1,463 | | |
$ | (89 | ) | |
$ | 33,292 | |
| |
| | | |
| | | |
| | | |
| | | |
| | |
Gross profit | |
| 2,454 | | |
| 4,588 | | |
| 77 | | |
| - | | |
| 7,119 | |
| |
| | | |
| | | |
| | | |
| | | |
| | |
Allocated operating expenses | |
| 1,636 | | |
| 2,700 | | |
| 187 | | |
| - | | |
| 4,523 | |
| |
| | | |
| | | |
| | | |
| | | |
| | |
Unallocated operating expenses* | |
| - | | |
| - | | |
| - | | |
| | | |
| 546 | |
| |
| | | |
| | | |
| | | |
| | | |
| | |
Income (loss) from operations | |
$ | 818 | | |
$ | 1,888 | | |
$ | (110 | ) | |
| - | | |
| 2,050 | |
| |
| | | |
| | | |
| | | |
| | | |
| | |
Financial expenses and tax on income | |
| | | |
| | | |
| | | |
| | | |
| (471 | ) |
| |
| | | |
| | | |
| | | |
| | | |
| | |
Net income | |
| | | |
| | | |
| | | |
| | | |
$ | 1,579 | |
| |
RFID | | |
Supply Chain Solutions | | |
Intelligent Robotics | | |
Intercompany | | |
Consolidated | |
| |
|
|
|
|
Nine months ended September 30, 2022 | |
Revenues | |
$ | 11,046 | | |
$ | 18,442 | | |
| 695 | | |
| - | | |
$ | 30,183 | |
| |
| | | |
| | | |
| | | |
| | | |
| | |
Gross profit (loss) | |
| 2,591 | | |
| 3,881 | | |
| (2 | ) | |
| - | | |
| 6,470 | |
| |
| | | |
| | | |
| | | |
| | | |
| | |
Allocated operating expenses | |
| 1,889 | | |
| 2,436 | | |
| 347 | | |
| - | | |
| 4,672 | |
| |
| | | |
| | | |
| | | |
| | | |
| | |
Unallocated operating expenses* | |
| - | | |
| - | | |
| - | | |
| | | |
| 563 | |
| |
| | | |
| | | |
| | | |
| | | |
| | |
Income (loss) from operations | |
$ | 702 | | |
$ | 1,445 | | |
$ | (349 | ) | |
| - | | |
| 1,235 | |
| |
| | | |
| | | |
| | | |
| | | |
| | |
Financial expenses and tax on income | |
| | | |
| | | |
| | | |
| | | |
| (490 | ) |
| |
| | | |
| | | |
| | | |
| | | |
| | |
Net income | |
| | | |
| | | |
| | | |
| | | |
$ | 745 | |
* |
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. |
SEGMENT
INFORMATION
(U.S.
dollars in thousands)
| |
RFID | | |
Supply Chain Solutions | | |
Intelligent Robotics | | |
Intercompany | | |
Consolidated | |
| |
|
|
|
|
Three months ended September 30, 2023 | |
Revenues | |
$ | 3,143 | | |
$ | 6,476 | | |
$ | 206 | | |
$ | (10 | ) | |
$ | 9,815 | |
| |
| | | |
| | | |
| | | |
| | | |
| | |
Gross profit | |
| 658 | | |
| 1,335 | | |
| 57 | | |
| - | | |
| 2,050 | |
| |
| | | |
| | | |
| | | |
| | | |
| | |
Allocated operating expenses | |
| 539 | | |
| 841 | | |
| 57 | | |
| - | | |
| 1,437 | |
| |
| | | |
| | | |
| | | |
| | | |
| | |
Unallocated operating expenses* | |
| | | |
| | | |
| | | |
| - | | |
| 172 | |
| |
| | | |
| | | |
| | | |
| | | |
| | |
Income from operations | |
$ | 119 | | |
$ | 494 | | |
$ | - | | |
| - | | |
| 441 | |
| |
| | | |
| | | |
| | | |
| | | |
| | |
Financial expenses and tax on income | |
| | | |
| | | |
| | | |
| | | |
| 128 | |
| |
| | | |
| | | |
| | | |
| | | |
| | |
Net income | |
| | | |
| | | |
| | | |
| | | |
$ | 313 | |
| |
RFID | | |
Supply Chain Solutions | | |
Intelligent Robotics | | |
Intercompany | | |
Consolidated | |
| |
|
|
|
|
Three months ended September 30, 2022 | |
Revenues | |
$ | 3,352 | | |
$ | 5,570 | | |
$ | 123 | | |
| - | | |
$ | 9,045 | |
| |
| | | |
| | | |
| | | |
| | | |
| | |
Gross profit | |
| 676 | | |
| 1,306 | | |
| 17 | | |
| - | | |
| 1,999 | |
| |
| | | |
| | | |
| | | |
| | | |
| | |
Allocated operating expenses | |
| 636 | | |
| 851 | | |
| 76 | | |
| - | | |
| 1,563 | |
| |
| | | |
| | | |
| | | |
| | | |
| | |
Unallocated operating expenses* | |
| | | |
| | | |
| | | |
| - | | |
| 201 | |
| |
| | | |
| | | |
| | | |
| | | |
| | |
Income (loss) from operations | |
$ | 40 | | |
$ | 455 | | |
$ | (59 | ) | |
| - | | |
| 235 | |
| |
| | | |
| | | |
| | | |
| | | |
| | |
Financial expenses and tax on income | |
| | | |
| | | |
| | | |
| | | |
| 39 | |
| |
| | | |
| | | |
| | | |
| | | |
| | |
Net income | |
| | | |
| | | |
| | | |
| | | |
$ | 274 | |
* |
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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