o
|
REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934
|
x
|
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
o
|
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
o
|
SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
Title of each class
Ordinary shares, nominal value NIS 20.00 per share
|
Name of each exchange on which registered
NASDAQ Capital Market
|
|
4,467,924 ordinary shares, nominal value NIS 20.00 per share, as of December 31, 2011 and 4,471,637 ordinary shares, nominal value NIS 20.00 per share, as of March 31, 2012.
|
|
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
|
Large accelerated filer
o
|
Accelerated filer
o
|
Non-accelerated filer
x
|
|
Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:
|
x
U.S. GAAP
|
o
International Financial Reporting Standards as issued
by the International Accounting Standards Board
|
o
Other
|
1
|
||
1
|
||
1
|
||
1
|
||
16
|
||
27
|
||
27
|
||
47
|
||
59
|
||
64
|
||
65
|
||
67
|
||
79
|
||
81
|
||
81
|
||
81
|
||
81
|
||
81
|
||
82
|
||
82
|
||
83
|
83
|
||
83
|
||
84
|
||
84 | ||
84 | ||
84 | ||
84
|
||
84
|
||
84
|
||
84
|
||
87
|
Year Ended December 31,
|
||||||||||||||||||||
2007
|
2008
|
2009
|
2010
|
2011
|
||||||||||||||||
Revenues
|
22,090 | 34,066 | 25,467 | 30,187 | 33,434 | |||||||||||||||
Cost of revenues
|
17,450 | 26,893 | 19,741 | 22,668 | 26,481 | |||||||||||||||
Inventory write off
s
|
258 | 339 | 2,235 | 36 | 443 | |||||||||||||||
Gross profit
|
4,382 | 6,834 | 3,491 | 7,483 | 6,510 | |||||||||||||||
Operating expenses
:
|
||||||||||||||||||||
Research and development, net
|
636 | 844 | 360 | 372 | 403 | |||||||||||||||
In process Research and development
|
170 | - | - | - | - | |||||||||||||||
Sales and marketing
|
3,448 | 6,408 | 5,426 | 4,068 | 4,273 | |||||||||||||||
General and administrative
|
1,980 | 2,029 | 2,004 | 1,786 | 2,252 | |||||||||||||||
Impairment of goodwill and other intangible assets
|
- | 568 | 383 | - | 555 | |||||||||||||||
Total operating expenses
|
6,234 | 9,849 | 8,173 | 6,226 | 7,483 | |||||||||||||||
Operating income (loss):
|
(1,852 | ) | (3,015 | ) | (4,682 | ) | 1,257 | (973 | ) | |||||||||||
Financial expense, net
|
(463 | ) | (431 | ) | (606 | ) | (961 | ) | (2,241 | ) | ||||||||||
Other expenses, net
|
(6,233 | ) | (1,448 | ) | (409 | ) | (120 | ) | (172 | ) | ||||||||||
Income (loss) before tax on income
|
(8,548 | ) | (4,894 | ) | (5,697 | ) | 176 | (3,386 | ) | |||||||||||
Tax benefit (taxes on income)
|
(38 | ) | 241 | (329 | ) | (5 | ) | 172 | ||||||||||||
Income (loss) from continuing operations
|
(8,586 | ) | (4,653 | ) | (6,026 | ) | 171 | (3,214 | ) | |||||||||||
Net income (loss) from discontinued operations
|
190 | (1,747 | ) | (3,075 | ) | (806 | ) | - | ||||||||||||
Net loss
|
(8,396 | ) | (6,400 | ) | (9,101 | ) | (635 | ) | (3,214 | ) | ||||||||||
Basic and diluted net income (loss) per share from continuing operations
|
$ | (4.96 | ) | $ | (1.94 | ) | $ | (2.32 | ) | $ | 0.07 | $ | (1.14 | ) | ||||||
Basic and diluted net income (loss) per share from discontinued operations
|
$ | 0.11 | $ | (0.73 | ) | $ | (1.18 | ) | $ | (0.31 | ) | $ | - | |||||||
Basic and diluted net loss per share
|
$ | (4.85 | ) | $ | (2.67 | ) | $ | (3.50 | ) | $ | (0.24 | ) | $ | (1.14 | ) | |||||
Weighted average number of shares used in computing basic net earning (loss) per share
|
1,731 | 2,396 | 2,606 | 2,622 | 2,818 | |||||||||||||||
Weighted average number of shares used in computing diluted net earning (loss) per share
|
2,357 | 2,396 | 2,606 | 2,757 | 2,818 |
As of December 31,
|
||||||||||||||||||||
Consolidated Balance Sheet Data:
|
2007
|
2008
|
2009
|
2010
|
2011
|
|||||||||||||||
Cash and Cash Equivalents
|
3,627 | 1,247 | 564 | 703 | 411 | |||||||||||||||
Working Capital (*)
|
6,157 | 3,491 | 237 | 386 | (76 | ) | ||||||||||||||
Total Assets
|
31,132 | 37,345 | 27,362 | 22,130 | 20,069 | |||||||||||||||
Short-term banks loan and current maturities of long-term bank loans
|
5,028 | 6,879 | 7,983 | 7,778 | 7,496 | |||||||||||||||
Long-term liabilities
|
4,450 | 4,564 | 4,274 | 4,073 | 2,713 | |||||||||||||||
Share Capital
|
10,628 | 13,159 | 13,225 | 13,959 | 23,065 | |||||||||||||||
Additional paid in Capital
|
54,758 | 55,830 | 57,042 | 56,805 | 51,093 | |||||||||||||||
Shareholders’ equity
|
14,438 | 11,244 | 3,643 | 3,713 | 3,598 | |||||||||||||||
(*)Working capital comprises of:
|
||||||||||||||||||||
Current assets
|
16,409 | 19,644 | 19,682 | 14,730 | 13,682 | |||||||||||||||
Less: current liabilities
|
10,252 | 16,153 | 19,445 | 14,344 | 13,758 | |||||||||||||||
6,157 | 3,491 | 237 | 386 | (76 | ) |
|
·
|
developing and selling new Radio Frequency Identification ("RFID") and Mobile Solutions products to meet market needs;
|
|
·
|
delivering our products in a timely manner;
|
|
·
|
successfully implementing our business strategy;
|
|
·
|
increased demand for our existing products;
|
·
|
controlling costs; and
|
·
|
having access to sufficient working capital financing to support our operations.
|
|
·
|
retain the executive officers and key technical personnel who have been involved in the development of our two divisions;
|
|
·
|
attract and retain additional qualified personnel to provide technological depth and support to enhance existing products and develop new products; and
|
|
·
|
attract and retain highly skilled computer operating, marketing and financial personnel.
|
|
·
|
managing geographically dispersed operations;
|
|
·
|
retaining and motivating key personnel of the acquired businesses;
|
|
·
|
assimilating different corporate cultures;
|
|
·
|
preserving the business relationships with existing key customers and suppliers;
|
|
·
|
maintaining uniform standards, controls, procedures and policies; and
|
|
·
|
introducing joint products and service offerings.
|
|
·
|
possible problems in collecting receivables;
|
|
·
|
imposition of governmental controls, or export license requirements;
|
|
·
|
political and economic instability in foreign companies;
|
|
·
|
trade restrictions or changes in tariffs being imposed; and
|
|
·
|
laws and legal issues concerning foreign countries.
|
|
·
|
variations between actual results and projections;
|
|
·
|
the liquidation of Summit and Lynk;
|
|
·
|
the limited trading volume in our stock;
|
|
·
|
increase in our bank debts;
|
|
·
|
sales of securities in private placements.
|
|
·
|
Supply Chain Solutions – conducted through our wholly owned subsidiary, Odem. Our Supply Chain Solutions business offers a wide range of electronic components to customers in the aviation, aerospace and high technology industry that prefer to consolidate their component acquisitions through a supplier that is able to provide a comprehensive solution to their components-supply needs.
|
|
·
|
RFID and Mobile Solutions – conducted through our wholly owned subsidiary, Dimex. Our RFID and Mobile Solutions offerings form a comprehensive turn-key solution for Automatic Identification and Data Collection, combining mobile infrastructure of manufacturers that we represent, middleware software and a software application.
|
|
·
|
Hardware
, including:
|
|
o
|
Thermal and barcode printers
|
|
o
|
RFID and barcode scanners and readers
|
|
o
|
Wireless, mobile and forklift terminals
|
|
o
|
Wireless infrastructure
|
|
o
|
Active and passive RFID tags (HF & UHF)
|
|
o
|
Consumables (ribbons, labels, tags)
|
|
·
|
BOS ID Software Platform
:
|
|
o
|
BOS ID
is a software platform for systems integrators to assemble applications, without programming, for transfer to any AIDC client such as a handheld rugged terminal, barcode reader or mobile PC.
|
|
·
|
Applications
:
|
|
o
|
BOS LIVESTOCK
is a software application that enables livestock operations to manage, track, support and plan all day-to- day tasks.
|
|
o
|
BOS CarID
is a turnkey solution to identify and track vehicles for a variety of transportation-related settings, such as auto vehicle testing centers, public and company parking lots, industrial factories, and automobile dealers, importers, or distributors. By using RFID tags on the vehicles, BOS CarID enables companies, government transportation agencies, and law enforcement officials in the transportation field to effectively manage, track, support and plan all day-to- day vehicle-related activities.
|
|
o
|
BOS STOCK
is an optimized data collection solution for logistics management in stores and warehouses. The solution may be based on RFID tags or bar codes, and is intended to provide customers with greater visibility into a retailer’s stock management and warehouse/logistics operations. BOS Stock enables storeroom managers to receive advanced delivery notifications and system alerts for delivery discrepancies, and gives them the ability to locate inventory in the stockroom. BOS Stock provides inventory managers with a direct communication link to the sales floor, and assists in minimizing inventory loss or theft. BOS Stock also enables sales floor representatives to instantly check on the availability of a product, offer alternatives if the product is out of stock, and provide the customer with up-to-date product information.
|
|
o
|
BOS Mfgr
. is a production line tracking solution whereby manufacturing companies can track the progress and status of items on a production line. The solution may be based on RFID tags or bar codes, and is intended to provide greater visibility into a customer’s manufacturing process, as well as traceability for critical parts. With BOS Mfgr., items entering the manufacturing plant are labeled with RFID tags or bar codes, and fixed readers that are located along the production line, record the product’s progress through the production line stations. Mobile readers may also be used to collect data from the parts labeled with RFID tags or bar codes.
|
|
·
|
Integration Services
, that include site surveys, business requirements analyses, system design and configuration, and implementation, testing and deployment.
|
|
·
|
Service lab,
that
lab offers maintenance and repair services to data collection equipment, as well as warehouse and on-site service plans.
|
|
o
|
Representation of global manufacturers and distribution of their electronics components, communications and networking products (see below);
|
|
o
|
Kitting (electronics components consolidation) services for aerospace, defense, medical, and telecommunications industries and enterprise customers;
|
|
o
|
Inventory and quality control management of components entering production lines; and
|
|
o
|
Warehouse management for ongoing projects, including all warehouse functions such as storage, operations and inventory management.
|
2011
|
%
|
2010
|
%
|
2009
|
%
|
|||||||||||||||||||
America
|
1,514 | 5 | 2,596 | 9 | 1,548 | 6 | ||||||||||||||||||
Far East
|
3,943 | 12 | 2,228 | 7 | 998 | 4 | ||||||||||||||||||
Europe
|
976 | 3 | 811 | 3 | 566 | 2 | ||||||||||||||||||
Israel and others
|
27,001 | 80 | 24,552 | 81 | 22,355 | 88 | ||||||||||||||||||
Total Revenues
|
33,434 | 100 | 30,187 | 100 | 25,467 | 100 |
2011
|
%
|
2010
|
%
|
2009
|
%
|
|||||||||||||||||||
RFID and Mobile Solutions
|
13,128 | 39 | 12,463 | 41 | 10,729 | 42 | ||||||||||||||||||
Supply Chain Solutions
|
21,332 | 64 | 17,724 | 59 | 14,738 | 58 | ||||||||||||||||||
Intercompany
|
(1,026 | ) | (3 | ) | - | - | - | - | ||||||||||||||||
Total Revenues
|
33,434 | 100 | 30,187 | 100 | 25,467 | 100 |
|
•
|
BOS ID enables code-free creation and implementation of data collection applications and processes;
|
|
•
|
Our software can be used in a wide range of vertical markets;
|
|
•
|
BOS’ software products enable rapid implementation and centralized deployment for every RFID and AIDC project; and
|
|
•
|
Our software is flexible, hardware-independent and can function with any communication and networking protocol.
|
|
·
|
Continue to develop our range of RFID and Mobile Solutions to include platform software products, as well as a suite of business line applications, based on the BOS ID platform;
|
|
·
|
Increase our international sales force by new partnerships with distributors, system integrators, and hardware vendors specialized in RFID and Mobile Solutions in the United States and select European countries;
|
|
·
|
Secure several reference-able customers in Europe, potentially leveraging our position as a trusted supplier in the aerospace Supply Chain Solutions market;
|
|
·
|
Increase partnerships with manufacturers for our Supply Chain Solutions division.
|
|
(1)
|
BOS-Dimex representing the RFID and Mobile Solutions division;
|
|
(2)
|
BOS-Odem, representing the Supply Chain Solutions division;
|
|
(3)
|
Dimex Hagalil Projects (2008), a wholly owned subsidiary of BOS-Dimex which has been inactive since 2009 and is in the process of liquidation; and
|
|
(4)
|
Quasar Telecom (2004) Ltd., which is liquidated as of February 29, 2012.
|
|
(1)
|
Ruby-Tech, a New York corporation, is a wholly owned subsidiary of Odem and a part of the Supply Chain Solutions division.
|
|
(2)
|
BOS Delaware Inc., a Delaware corporation, is a wholly owned subsidiary of Dimex, which ceased operation in 2002.
|
|
(3)
|
On November 23, 2010 the Company's two U.S. subsidiaries that are part of its Supply Chain division, Lynk and its subsidiary Summit, have filed with the US Bankruptcy Court a Chapter 7 petition. In March 2011, the Lynk case was closed.
|
Location
|
Size (square meters)
|
End of lease period
|
Extension Option
|
Rishon Lezion*
|
2,170
|
May 31, 2012 through –
January 31, 2016
|
May 31, 2012 - July 7, 2016
|
Kibutz Dafna
|
578
|
On a
month-to-month
basis
|
|
·
|
financial statements in U.S. dollars
|
|
·
|
inventories
|
|
·
|
investment in other companies
|
|
·
|
impairment of long-lived assets and goodwill
|
|
·
|
revenue recognition
|
|
·
|
income taxes
|
|
·
|
accounting for share-based compensation
|
a.
|
Financial statements in U.S. dollars:
|
b.
|
Inventories:
|
c.
|
Investment in other companies:
|
1.
|
Investment in NWB and QMX:
|
|
2.
|
Investment in Surf:
|
d.
|
Impairment of Long-Lived Assets and Goodwill
|
e.
|
Revenue recognition:
|
f.
|
Income taxes:
|
g.
|
Accounting for share-based compensation:
|
Year ended December 31,
|
||||||||
2011
|
2009
|
|||||||
Risk-free interest
|
1.17 | % | 1.45 | % | ||||
Dividend yields
|
0 | % | 0 | % | ||||
Volatility
|
96 | % | 77 | % | ||||
Expected option term
|
3.83 years
|
3.46 years
|
||||||
Forfeiture rate
|
24 | % | 15 | % |
Year ended December 31,
|
||||||||||||
2011
|
2010
|
2009
|
||||||||||
Selling and marketing
|
$ | 8 | $ | 39 | $ | 377 | ||||||
General and administrative
|
161 | 178 | 252 | |||||||||
Total stock-based compensation expense
|
$ | 169 | $ | 217 | $ | 629 |
|
·
|
first ranking fixed charges on the goodwill of the Company and its Israeli subsidiaries, on our shareholdings in the Israeli subsidiaries and on certain Bank Leumi accounts of Odem; and
|
|
·
|
floating charges on all of the assets of the Company and its Israeli subsidiaries, owned now or in the future; and
|
Total
|
Less than 1 year
|
1-3 years
|
3-5 years
|
More than 5 years
|
||||||||||||||||
Long-term loans
(1)
|
$ | 2,189,964 | $ | 660,324 | $ | 1,219,605 | $ | 310,035 | - | |||||||||||
Accrued severance pay
(2)
|
162,663 | - | 162,663 | |||||||||||||||||
Liability to Dimex system
|
1,068,625 | 299,517 | 769,108 | - | ||||||||||||||||
Uncertain tax position
|
273,406 | - | - | - | 273,406 | |||||||||||||||
Operating lease - cars
|
508,718 | 290,395 | 218,323 | - | ||||||||||||||||
Purchase obligation for service and inventory
|
1,752,520 | 1,752,520 | - | - | ||||||||||||||||
Facilities lease
|
372,211 | 105,027 | 216,400 | 50,784 | - | |||||||||||||||
Total
|
$ | 6,305,535 | $ | 3,107,783 | $ | 2,400,864 | $ | 360,819 | $ | 436,069 |
(1)
|
Does not include interest. For information on interest rate on long terms loans. See Note 12 to the Consolidated Financial Statements for the year ended December 31, 2011.
|
(2)
|
The time for payment of the severance cannot be predicted.
|
Salaries, Directors' fees, Service fees, Commissions and Bonus
1
|
Pension, Retirement and Similar benefits
|
|||||||
All directors and officers as a group (then 12 persons)
|
$ | 987,000 | $ | 109,777 |
Name
|
Position
|
Shares
|
Options
|
Warrants
|
||||||||||
Mr. Edouard Cukierman
1
|
Chairman of the Board of Directors
|
8,139 | 185,032 | - | ||||||||||
Mr. Joel Adler
2
|
Director
|
28,185 | 4,300 | - | ||||||||||
Mr. Avidan Zelicovsky
|
President
|
17,355 | 70,874 | 1,077 | ||||||||||
Mr. Yuval Viner
|
Chief Executive Officer
|
11,352 | 43,442 | 1,077 | ||||||||||
Mr. Eyal Cohen
|
Chief Financial Officer
|
743 | 29,846 | 308 | ||||||||||
Mr. Luis Gutierrez Roy
3
|
Director
|
257,362 | 14,400 | 61,539 | ||||||||||
Other directors and officers
|
- | 11,600 | - |
Exercise Price Per Share $
|
Outstanding
|
|||||
Less than $0.9
|
51,751 | |||||
$ | 0.95 | 89,440 | ||||
$ | 2.00 | 36,794 | ||||
$ | 2.10 | 1,500 | ||||
$ | 2.478 | 1,500 | ||||
$ | 2.50 | 20,000 | ||||
$ | 2.75 | 14,400 | ||||
$ | 3.05 | 6,000 | ||||
$ | 5.0 | 54,930 | ||||
$ | 7.33 | 1,500 | ||||
$ | 7.495 | 1,500 | ||||
$ | 8.40 | 15,000 | ||||
$ | 11.925 | 80,000 | ||||
$ | 12.60 | 60,280 | ||||
$ | 13.40 | 28,066 | ||||
$ | 15.00 | 1,600 | ||||
Total
|
464,261 |
Shares Beneficially Owned
|
||||||||||||||||
Name and Address
|
Outstanding Shares
|
Warrant Shares (2)
|
Total Shares
|
Percent
|
||||||||||||
Catalyst Funds (1)
3 Daniel Frisch Street,
|
850,103 | 163,077 | 1,013,180 | 21.86 | % | |||||||||||
SITA S.A. (3)
27, RTE DE GY 1252 Meinier, Geneva, Switzerland
|
627,984 | 172,862 | 800,846 | 17. 24 | % | |||||||||||
Bellite Pty Limited (4)
7 Beresford Road, Rose Bay 2029, NSW, Australia
|
465,142 | 115,385 | 580,527 | 12.66 | % | |||||||||||
Dimex Systems (1988) Ltd. (5)
3 Tvuot Ha’aretz Street, Tel Aviv 69546, Israel
|
425,385 | 326,414 | 751,799 | 15.67 | % | |||||||||||
Telegraph Hill Capital Fund I, LLC (6)
|
257,362 | 75,939 | 333,301 | 7.33 | % |
|
(1)
|
Represents shares held by Catalyst Investments L.P. and by Catalyst Private Equity Partners (Israel) II L.P. Catalyst Investments L.P. is the general partner of Catalyst Fund L.P., Catalyst Fund II L.P. and Catalyst Fund III, L.P., all of which are limited partnerships organized and existing under the laws of the State of Israel. Recently, the partnerships listed above were dissolved and the Company’s shares are held by Catalyst Investments on behalf of the limited partners of the funds. Catalyst Investments is in the process of distributing these shares to its limited partners. Catalyst Private Equity Partners (Israel) II L.P. is continuing its operations and the number includes 426,651 shares held by it.
|
|
Mr. Edouard Cukierman may be deemed to have sole voting and dispositive power with respect to shares held by Catalyst Private Equity Partners (Israel) II L.P. Mr. Cukierman disclaims beneficial ownership in such shares except to the extent of his proportionate interest in them as an indirect shareholder in the general partner of Catalyst Private Equity Partners (Israel) II L.P.
|
|
(2)
|
Represents shares issuable upon exercise of warrants that may be exercised within 60 days following the date of this report.
|
|
(3)
|
Mr. Gérard Limat may be deemed to have sole voting and dispositive power with respect to the shares held by SITA SA.
|
|
(4)
|
Mr. Les Szekely may be deemed to have sole voting and dispositive power with respect to the shares held by Bellite Pty Limited.
|
|
(5)
|
Ms. Gabriela Jacobs may be deemed to have sole voting and dispositive power with respect to the shares held by Dimex Systems.
|
|
(6)
|
Messrs. Luis Gutierrez Roy and Clarence Wesley may be deemed to have shared voting and dispositive power with respect to the shares held by Telegraph Hill Capital Fund I, LLC.
|
Holdings as of:
|
December 31, 2009
|
December 31, 2010
|
December 31, 2011
|
March 31, 2012
|
||||||||||||
Catalyst Funds (1)
|
423,451 | 423,451 | 850,103 | 850,103 | ||||||||||||
D.S. Apex Holdings Ltd.
|
270,994 | - | - | - | ||||||||||||
SITA
|
175,734 | 175,734 | 627,984 | 627,984 | ||||||||||||
Bellite Pty Limited
|
163,266 | 163,266 | 465,142 | 465,142 | ||||||||||||
Telegraph Hill Capital Fund I, LLC
|
- | 96,362 | 257,362 | 257,362 |
(1)
|
Represents shares held by Catalyst Investments L.P. and by Catalyst Private Equity Partners (Israel) II L.P.
|
Year
|
Export revenues
|
% of all revenues
|
||
2011
|
$6,433,000
|
19%
|
||
2010
|
$5,635,000
|
19%
|
||
2009
|
$3,112,000
|
12%
|
Period
|
High ($)
|
Low ($)
|
|||||||
Annual Information
|
|||||||||
2007
|
Annual
|
14.50 | 9.50 | ||||||
2008
|
Annual
|
10.25 | 1.15 | ||||||
2009
|
Annual
|
3.30 | 1.10 | ||||||
2010
|
Annual
|
3.30 | 0.77 | ||||||
2011
|
Annual
|
3.52 | 0.68 | ||||||
Quarterly Information (2010)
|
|||||||||
First Quarter
|
1.45 | 1.12 | |||||||
Second Quarter
|
1.43 | 0.93 | |||||||
Third Quarter
|
3.30 | 0.77 | |||||||
Fourth Quarter
|
3.10 | 1.35 | |||||||
December
|
1.77 | 1.35 | |||||||
Quarterly Information (2011)
|
|||||||||
First Quarter
|
2.68 | 1.36 | |||||||
Second Quarter
|
3.52 | 1.9 | |||||||
Third Quarter
|
2.73 | 1.1 | |||||||
Fourth Quarter
|
1.27 | 0.68 | |||||||
December
|
1.00 | 0.68 | |||||||
Monthly Information (2012)
|
|||||||||
January
|
0.94 | 0.72 | |||||||
February
|
0.90 | 0.71 | |||||||
March
|
1.19 | 0.85 | |||||||
April (until April 29)
|
1.05
|
0.80
|
6.
|
Limitations on the rights to own securities:
|
7.
|
Change of Control:
|
8.
|
Disclosing Share Ownership:
|
·
|
an individual who is a citizen or resident of the United States for U.S. federal income tax purposes;
|
·
|
a corporation (or other entity taxable as a corporation for U.S. federal income tax purposes) created or organized under the laws of the United States or any political subdivision thereof or the District of Columbia;
|
·
|
an estate, the income of which is includible in gross income for U.S. federal income tax purposes regardless of its source; or
|
·
|
a trust: (i) if a U.S. court is able to exercise primary supervision over its administration and one or more U.S. persons have the authority to control all of its substantial decisions; or (ii) that has in effect a valid election under applicable U.S. Treasury Regulations to be treated as a U.S. person.
|
December 31
|
||||||||
2011
|
2010
|
|||||||
Americas
|
$ | 136,000 | $ | 490,000 | ||||
Europe
|
152,000 | 56,000 | ||||||
Far East
|
724,000 | 166,000 | ||||||
Israel and others
|
7,495,000 | 7,007,000 | ||||||
$ | 8,507,000 | $ | 7,719,000 |
Year Ended December 31, 2011
|
Year Ended December 31, 2010
|
|||||||||||||||
Amount
|
Percentage
|
Amount
|
Percentage
|
|||||||||||||
Audit Fees
|
$ | 73,000 | 88 | % | $ | 91,000 | 90 | % | ||||||||
Tax Fees (1)
|
$ | 10,000 | 12 | % | $ | 10,000 | 10 | % | ||||||||
Total
|
$ | 83,000 | 100 | % | $ | 101,000 | 100 | % |
(1)
|
“Tax Fees” are fees for professional services rendered by the Company’s auditors with respect to annual tax reports.
|
1.1
|
Memorandum of Association, as amended (incorporated by reference to the Company’s Annual Report on Form 20-F filed on June 30, 2010).
|
1.2
|
Articles of Association, as amended (incorporated by reference to Exhibit 4.1 to the Company’s Form S-8 filed on January 31, 2011).
|
4.1
|
Form of Indemnification Agreement between the Company and its officers and directors, as amended (incorporated by reference to Annex A of the Company’s Proxy Statement on Form 6- K, filed on November 9, 2011).
|
4.2
|
Services Agreement, dated as of April 15, 2003, between Cukierman & Co. Investment House Ltd., Dimex Solutions Ltd. and the Company (incorporated by reference to the Company’s Annual Report on Form 20-F filed on June 17, 2004).
|
4.3
|
M&A Addendum to the Services Agreement, as of August 22, 2004, by and among Cukierman & Co. Investment House Ltd., Dimex Solutions Ltd. and the Company (incorporated by reference to the Company’s Annual Report on Form 20-F filed on June 27, 2005).
|
4.4
|
Business Development Addendum to the Services Agreement, as of May 24, 2010, by and among Cukierman & Co. Investment House Ltd., BOS-Dimex Ltd., BOS-Odem Ltd. and the Company. (incorporated by reference to the Company’s Annual Report on Form 20-F filed on June 30, 2010).
|
4.5
|
The Company’s Israeli 2003 Share Option Plan (incorporated by reference to the Company’s Registration Statement on Form S-8 No. 333-11650).
|
4.6
|
Asset Purchase Agreement dated as of the January 29, 2008 by and between Dimex Systems (1988) Ltd., Dimex Hagalil Ltd., and the Company (incorporated by reference to the Company’s Annual Report on Form 20-F filed on June 30, 2008).
|
4.7
|
Amendment No. 1 to Asset Purchase Agreement by and among the Company, Dimex Systems (1988) Ltd. and Dimex Hagalil Ltd., dated Mar 23, 2009 (incorporated by reference to the Company’s Amendment No. 2 to Registration Statement on Form F-3 No. 333-152020).
|
4.8
|
Amendment No. 2 to Asset Purchase Agreement by and among the Company, Dimex Systems (1988) Ltd. and Dimex Hagalil Ltd., dated February 3, 2010 and Warrant dated as of February 3, 2010 issued by the Company to Dimex Systems (1988) Ltd. (incorporated by reference to the Company’s Annual Report on Form 20-F filed on June 30, 2010).
|
4.9
|
Loan Agreement by and between the Company and Dimex Systems (1988) Ltd., dated February 3, 2010; Registration Rights Agreement dated as of the February 3, 2010 by and between the Company and Dimex Systems (1988) Ltd.; Warrant dated as of February 3, 2010 issued by the Company to Dimex Systems (1988) Ltd. (incorporated by reference to the Company’s Annual Report on Form 20-F filed on June 30, 2010).
|
4.10*
|
Agreement by and between the Company and Dimex Systems dated November 9, 2011; Amendments to Warrants issued by the Company to Dimex Systems.
|
4.11
|
Form of 2009 Loan Agreement and Registration Rights Agreement by and among certain lenders and the Company. Form of Warrant issued by the Company to certain lenders. (incorporated by reference to the Company’s Annual Report on Form 20-F filed on June 30, 2010).
|
4.12*
|
Form of Agreement by and among certain lenders and the Company (Conversion Amendments); Form of Amendment to Warrant issued by the Company to certain lenders.
|
4.13*
|
Bank Leumi Le-Israel Ltd. Agreements: Summary of Economic Terms; Form of Request to Allocate a Credit in Israeli Currency (unlinked); Form of Request to Allocate a Credit Framework in Debitory Account (unlinked); Form of Subordination Letters of BOS-Dimex Ltd. and of BOS-Odem Ltd.; and B.O.S Better Online Solutions Ltd. Subordination Letter.
|
4.14*
|
Bank Hapoalim Ltd. Agreements: Summary of Economic Terms; Irrevocable Undertakings by BOS-Dimex Ltd., BOS-Odem Ltd. and the Company.
|
4.15
|
Share Purchase Agreement dated as of October 4, 2010 between the Company and Telegraph Hill Capital Fund I, LLC (incorporated by reference to the Company’s Annual Report on Form 20-F filed on June 30, 2011).
|
8.1
|
List of subsidiaries (incorporated by reference to Item 4C of this Annual Report on Form 20-F).
|
11*
|
Statement of Computation of Earnings Per Share.
|
12.1
*
|
Certification by Chief Executive Officer pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934.
|
12.2
*
|
Certification by Chief Financial Officer pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934.
|
13.1
*
|
Certification by Chief Executive Officer and Chief Financial Officer pursuant to Rule 13a-14(b) or Rule 15d-14(b) of the Securities Exchange Act of 1934.
|
23.1
*
|
Consent of Kost Forer Gabbay & Kasierer, a member of Ernst &Young Global.
|
23.2
*
|
Consent of Arik Eshel, CPA & Assoc., PC
|
101*
|
The following financial information from the Company’s Annual Report on Form 20-F for the year ended December 31, 2011, formatted in XBRL (eXtensible Business Reporting Language): (i) Consolidated Statements of Operations for the years ended December 31, 2011, 2010 and 2009; (ii) Consolidated Balance Sheets at December 31, 2011 and 2010; (iii) Consolidated Statements of Changes in Shareholders’ Equity for the years ended December 31, 2011, 2010 and 2009; (iv) Consolidated Statements of Cash Flows for the years ended December 31, 2011, 2010 and 2009; and (v) Notes to Consolidated Financial Statements, tagged as blocks of text. Users of this data are advised, in accordance with Rule 406T of Regulation S-T promulgated by the SEC, that this Interactive Data File is deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, is deemed not filed for purposes of Section 18 of the Exchange Act, and otherwise is not subject to liability under these sections.
|
*
|
Filed herewith.
|
B.O.S. Better Online Solutions Ltd.
|
||
/s/ Yuval Viner | /s/ Eyal Cohen | |
Yuval Viner
Chief Executive Officer
|
Eyal Cohen
Chief Financial Officer
|
Page
|
|
F-2 - F3
|
|
F-4 - F-5
|
|
F-6
|
|
F-7
|
|
F-8 - F-9
|
|
F-10 - F-47
|
Kost Forer Gabbay & Kasierer
3 Aminadav St.
Tel-Aviv 67067, Israel
Tel:
972 (3)6232525
Fax: 972 (3)5622555
www.ey.com
|
Tel-Aviv, Israel
|
KOST FORER GABBAY & KASIERER
|
March 29 , 2012
|
A Member of Ernst & Young Global
|
ARIK ESHEL, CPA & ASSOC., PC
|
|
New York, NY
|
|
March 29, 2012
|
December 31,
|
||||||||
2011
|
2010
|
|||||||
ASSETS
|
||||||||
CURRENT ASSETS:
|
||||||||
Cash and cash equivalents
|
$ | 411 | $ | 703 | ||||
Trade receivables (net of allowance for doubtful accounts of $ 115 and $ 44 at December 31, 2011 and 2010, respectively)
|
8,507 | 7,884 | ||||||
Other accounts receivable and prepaid expenses (Note 3)
|
744 | 1,183 | ||||||
Inventories (Note 5)
|
4,020 | 5,125 | ||||||
Total
current assets
|
13,682 | 14,895 | ||||||
LONG-TERM ASSETS:
|
||||||||
Severance pay fund
|
41 | 47 | ||||||
Bank deposits
|
427 | - | ||||||
Investment in other company (Note 6)
|
68 | 107 | ||||||
Other assets
|
23 | 161 | ||||||
Total
long-term assets
|
559 | 315 | ||||||
PROPERTY, PLANT AND EQUIPMENT, NET (Note 7)
|
1,166 | 1,135 | ||||||
OTHER INTANGIBLE ASSETS, NET (Note 8)
|
540 | 1,512 | ||||||
GOODWILL (Note 9)
|
4,122 | 4,438 | ||||||
$ | 20,069 | $ | 22,295 |
/s/ Yuval Viner
|
/s/ Eyal Cohen
|
Yuval Viner
Chief Executive Officer
|
Eyal Cohen
Chief Financial Officer
|
(*)
|
All share data are reported after the effect of the 1 for 5 reverse split that occurred on January 12, 2010.
|
Year ended December 31,
|
||||||||||||
2011
|
2010
|
2009
|
||||||||||
Revenues
|
$ | 33,434 | $ | 30,187 | $ | 25,467 | ||||||
Cost of revenues
|
26,481 | 22,668 | 19,741 | |||||||||
Inventory write offs
|
443 | 36 | 2,235 | |||||||||
Gross profit
|
6,510 | 7,483 | 3,491 | |||||||||
Operating costs and expenses:
|
||||||||||||
Research and development, net
|
403 | 372 | 360 | |||||||||
Sales and marketing
|
4,273 | 4,068 | 5,426 | |||||||||
General and administrative
|
2,252 | 1,786 | 2,004 | |||||||||
Impairment of goodwill and other intangible assets (Notes 8, 9)
|
555 | - | 383 | |||||||||
Total
operating costs and expenses
|
7,483 | 6,226 | 8,173 | |||||||||
Operating Profit (loss)
|
(973 | ) | 1,257 | (4,682 | ) | |||||||
Financial expenses, net (Note 17a)
|
(2,241 | ) | (961 | ) | (606 | ) | ||||||
Other expenses, net (Note 2g)
|
(172 | ) | (120 | ) | (409 | ) | ||||||
Income (loss) before taxes on income
|
(3,386 | ) | 176 | (5,697 | ) | |||||||
Tax benefit (taxes on income) (Note 16)
|
172 | (5 | ) | (329 | ) | |||||||
Income (loss) from continuing operations
|
(3,214 | ) | 171 | (6,026 | ) | |||||||
Loss from discontinued operations (Note 1e)
|
- | (806 | ) | (3,075 | ) | |||||||
Net loss
|
$ | (3,214 | ) | $ | (635 | ) | $ | (9,101 | ) | |||
Basic and diluted net earnings (loss) per share from continuing operations (Note 17b) (*)
|
$ | (1.14 | ) | $ | 0.07 | $ | (2.32 | ) | ||||
Basic and diluted net loss per share from discontinued operations (Note 17b) (*)
|
$ | - | $ | (0.31 | ) | $ | (1.18 | ) | ||||
Basic and diluted net loss per share (Note 17b) (*)
|
$ | (1.14 | ) | $ | (0.24 | ) | $ | (3.50 | ) |
(*)
|
All earnings (loss) per share data are reported after the effect of the 1 for 5 reverse split that occurred on January 12, 2010.
|
Ordinary
shares (*)
|
Share capital
|
Additional paid-in capital
|
Accumulated other comprehensive income (loss) (**)
|
Accumulated deficit
|
Total comprehensive loss
|
Total shareholders' equity
|
||||||||||||||||||||||
Balance at January 1, 2009
|
2,605,592 | $ | 13,159 | $ | 55,830 | $ | (378 | ) | $ | (57,367 | ) | $ | 11,244 | |||||||||||||||
Issuance of Ordinary shares for options exercised
|
12,567 | 66 | (66 | ) | - | - | - | |||||||||||||||||||||
Issuance expenses
|
- | - | (17 | ) | - | - | (17 | ) | ||||||||||||||||||||
Issuance of warrants related to convertible note
|
- | - | 646 | - | - | 646 | ||||||||||||||||||||||
Share-based compensation expense
|
- | - | 649 | - | - | 649 | ||||||||||||||||||||||
Other comprehensive loss:
|
||||||||||||||||||||||||||||
Foreign currency translation adjustments
|
- | - | - | 168 | - | $ | 168 | 168 | ||||||||||||||||||||
Unrealized gain related to available for sale securities
|
54 | - | 54 | 54 | ||||||||||||||||||||||||
Net loss
|
- | - | - | - | (9,101 | ) | (9,101 | ) | (9,101 | ) | ||||||||||||||||||
Total comprehensive loss
|
$ | (8,879 | ) | |||||||||||||||||||||||||
Balance at December 31, 2009
|
2,618,159 | 13,225 | 57,042 | (156 | ) | (66,468 | ) | 3,643 | ||||||||||||||||||||
Issuance of Ordinary shares for options exercised
|
37,996 | 201 | (201 | ) | - | - | - | |||||||||||||||||||||
Issuance of shares related to the private placement (net of $35 issuance expenses)
|
96,362 | 533 | (268 | ) | - | - | 265 | |||||||||||||||||||||
Issuance of warrants related to convertible note
|
- | - | 15 | - | - | 15 | ||||||||||||||||||||||
Share-based compensation expense
|
- | - | 217 | - | - | 217 | ||||||||||||||||||||||
Other comprehensive loss:
|
||||||||||||||||||||||||||||
Foreign currency translation adjustments
|
- | - | - | 262 | - | $ | 262 | 262 | ||||||||||||||||||||
Realized gain related to available for sale securities
|
(54 | ) | - | (54 | ) | (54 | ) | |||||||||||||||||||||
Net loss
|
- | - | - | - | (635 | ) | (635 | ) | (635 | ) | ||||||||||||||||||
Total comprehensive loss
|
$ | (427 | ) | |||||||||||||||||||||||||
Balance at December 31, 2010
|
2,752,517 | 13,959 | 56,805 | 52 | (67,103 | ) | - | 3,713 | ||||||||||||||||||||
Issuance of Ordinary shares for options exercised
|
33,442 | 195 | (195 | ) | - | - | - | - | ||||||||||||||||||||
Issuance of Ordinary shares related to an inducement of a convertible note
|
1,681,965 | 8,911 | (5,772 | ) | - | - | - | 3,139 | ||||||||||||||||||||
Extension of warrants related to convertible note
|
- | - | 86 | - | - | - | 86 | |||||||||||||||||||||
Share-based compensation expense
|
- | - | 169 | - | - | - | 169 | |||||||||||||||||||||
Other comprehensive loss:
|
||||||||||||||||||||||||||||
Foreign currency translation adjustments
|
- | - | - | (295 | ) | - | $ | (295 | ) | (295 | ) | |||||||||||||||||
Net loss
|
- | - | - | - | (3,214 | ) | (3,214 | ) | (3,214 | ) | ||||||||||||||||||
Total comprehensive loss
|
- | - | - | - | $ | (3,509 | ) | |||||||||||||||||||||
Balance at December 31, 2011
|
4,467,924 | $ | 23,065 | $ | 51,093 | $ | (243 | ) | $ | (70,317 | ) | $ | 3,598 |
(*)
|
All share data are reported after the effect of the 1 for 5 reverse split that occurred on January 12, 2010.
|
(**)
|
December 31, 2009 balance includes both foreign currency translation adjustments and unrealized gains related to available for sale securities. December 31, 2010 and December 31, 2011 balance includes only foreign currency translation adjustments.
|
Year ended December 31,
|
||||||||||||
2011
|
2010
|
2009
|
||||||||||
Cash flows from operating activities:
|
||||||||||||
Net loss
|
$ | (3,214 | ) | $ | (635 | ) | $ | (9,101 | ) | |||
Loss from discontinued operations
|
- | 806 | 3,075 | |||||||||
Net profit (loss) from continuing operations
|
(3,214 | ) | 171 | (6,026 | ) | |||||||
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
|
||||||||||||
Depreciation and amortization
|
656 | 611 | 596 | |||||||||
Inventory write off
|
443 | 36 | 2,235 | |||||||||
Impairment of goodwill and intangible assets
|
555 | - | 383 | |||||||||
Capital loss from sale of investment in other company
|
- | 7 | - | |||||||||
Impairment of available for sale securities
|
156 | - | 304 | |||||||||
Impairment of investment in other company
|
39 | 111 | 53 | |||||||||
Severance pay, net
|
5 | - | (160 | ) | ||||||||
Share-based compensation expenses related to employees, directors and service providers
|
169 | 217 | 649 | |||||||||
Amortization of discount on convertible note
|
202 | 225 | 108 | |||||||||
Accrued interest on long-term convertible notes
|
230 | 196 | 104 | |||||||||
Inducement expenses of convertible note
|
760 | - | - | |||||||||
Revaluation of fair value related to extension of warrants as part of an Inducement of a convertible note
|
86 | |||||||||||
Decrease (increase) in trade receivables, net
|
(1,045 | ) | (417 | ) | 2,897 | |||||||
Change in income tax accruals
|
(199 | ) | 52 | 343 | ||||||||
Decrease (increase) in other accounts receivable and other assets
|
363 | (114 | ) | (155 | ) | |||||||
Decrease (increase) in inventories
|
506 | 138 | (66 | ) | ||||||||
Increase (decrease) in trade payables
|
(46 | ) | 332 | (818 | ) | |||||||
Decrease in employees and payroll accruals, deferred revenues, accrued expenses and other liabilities
|
(31 | ) | (105 | ) | (426 | ) | ||||||
Net cash provided by (used in) operating activities from continuing operations
|
(365 | ) | 1,460 | 21 | ||||||||
Net cash used in operating activities from discontinued operations
|
- | (176 | ) | (1,291 | ) | |||||||
Net cash provided by (used in) operating activities
|
(365 | ) | 1,284 | (1,270 | ) | |||||||
Cash flows from investing activities:
|
||||||||||||
Purchase of property, plant and equipment
|
(357 | ) | (108 | ) | (320 | ) | ||||||
Change in long term bank deposits
|
(427 | ) | - | - | ||||||||
Proceeds from sale of investment in other company
|
- | 150 | - | |||||||||
Repayment of deferred consideration for the acquisition of Dimex Systems Ltd activity
|
(256 | ) | (147 | ) | (967 | ) | ||||||
Net cash used in investing activities from continuing operations
|
(1,040 | ) | (105 | ) | (1,287 | ) | ||||||
Net cash used in investing activities from discontinued operations
|
- | - | (74 | ) | ||||||||
Net cash used in investing activities
|
(1,040 | ) | (105 | ) | (1,361 | ) | ||||||
Cash flows from financing activities
:
|
||||||||||||
Proceeds from issuance of shares, net
|
- | 265 | (17 | ) | ||||||||
Proceeds from (repayment of) short and long-term bank loans
|
1,113 | (841 | ) | (363 | ) | |||||||
Proceeds from (repayment of) long-term convertible note and warrants, net of issuance expenses
|
- | (28 | ) | 1,584 | ||||||||
Net cash provided by (used in) financing activities from continuing operations
|
1,113 | (604 | ) | 1,204 | ||||||||
Net cash provided by (used in) financing activities from discontinued operations
|
- | (308 | ) | 385 | ||||||||
Net cash provided by (used in) financing activities
|
1,113 | (912 | ) | 1,589 | ||||||||
Increase (decrease) in cash and cash equivalents
|
(292 | ) | 267 | (1,042 | ) | |||||||
Increase (decrease) in cash and cash equivalents from discontinued operations
|
- | (128 | ) | 359 | ||||||||
Cash and cash equivalents at the beginning of the year
|
703 | 564 | 1,247 | |||||||||
Cash and cash equivalents at the end of the year
|
$ | 411 | $ | 703 | $ | 564 |
Year ended December 31,
|
|||||||||||||
2011
|
2010
|
2009
|
|||||||||||
Supplemental disclosure of cash flow activities
:
|
|||||||||||||
(i)
|
Net cash paid during the year for:
|
||||||||||||
Interest
|
$ | 572 | $ | 463 | $ | 538 | |||||||
Income tax
|
$ | 2 | $ | 2 | $ | 1 | |||||||
(ii)
|
Non-cash activities:
|
||||||||||||
Conversion of payable into long-term convertible debentures
|
$ | - | $ | 161 | $ | 675 | |||||||
Deferred charges related to convertible note
|
$ | - | $ | - | $ | 62 | |||||||
Sale of investment in other company
|
$ | - | $ | 150 | $ | - | |||||||
Purchase of property and equipment
|
$ | - | $ | - | $ | 47 | |||||||
Inducement of a convertible note into share capital
|
$ | 2,523 | $ | - | $ | - |
NOTE 1:-
|
GENERAL
|
|
a.
|
B.O.S. Better Online Solutions Ltd. ("BOS" or "the Company") is an Israeli corporation.
|
|
b.
|
In the year ended December 31, 2011, the Company incurred a loss of $3,214 and generated negative cash flow from current operations amounting to $365. Due to the above, the Company's cash and cash equivalent decreased from $703 as of December 31, 2010 to $411 as of December 31, 2011. In addition, long-term bank loans increased by $1,136 during fiscal year 2011.In view of the above, the Company has implemented an overall efficiency plan, including: a conversion of the convertible note as described in note 13 and a reduction in workforce. The Company expects to meet its bank covenants through December 31, 2012 and believes that its cash resources are sufficient to meet its operating needs for at least the next 12 months.
|
|
c.
|
All share and per share data in this report is reported after giving effect to the 1 for 5 reverse split that occurred on January 12, 2010 (see Note 15).
|
|
d.
|
The Company has two operating segments: the RFID and Mobile Solutions segment and the Supply Chain Solutions segment (see Note 18).
|
|
(1)
|
BOS-Dimex Ltd. (previously "Dimex Solutions Ltd"), an Israeli company that provides comprehensive turn-key solutions for Automatic Identification and Data Collection.
|
|
BOS-Dimex Ltd. purchased in March 2008 all of the assets and activities of Dimex Systems Ltd.; and its wholly-owned subsidiary, Dimex Hagalil Projects (2008) Ltd., which was incorporated in January 2008
,
purchased all of the assets and activities of Dimex Hagalil Ltd. ; and
|
|
(2)
|
BOS-Odem Ltd. ("BOS-Odem"), an Israeli company, is a distributor of electronics components and advance technologies worldwide. BOS-Odem is a part of the Supply Chain Solutions segments; and
|
|
(3)
|
Quasar Telecom (2004) Ltd. ("Quasar Telecom"), which is inactive.
|
NOTE 1:-
|
GENERAL
|
|
(1)
|
Ruby-Tech Inc., a New York corporation, a wholly-owned subsidiary of BOS-Odem and a part of the Supply Chain Solutions segments;
|
|
(2)
|
BOS - Supply Chain Solutions (Lynk) Inc., a Delaware Corporation ("Lynk"), and its subsidiaries BOS-Supply Chain Solutions Inc. (Summit) Ltd. ("Summit"), Pacific Information Systems, Inc. ("PacInfo"), a Delaware corporation and PacInfo's subsidiary Dean Tech Technologies Associates, LLC., a Texan corporation ("Dean Tech"). Both of Pacinfo and Dean Tech are no longer active. On November 23, 2010 the Company announced that its two U.S. subsidiaries that are part of its Supply Chain division, Lynk and its subsidiary Summit, have filed with the US Bankruptcy Court a Chapter 7 petition. Lynk's case was closed on March 4, 2011.
|
|
|
(3)
|
BOS Delaware Inc., a Delaware corporation, which ceased operations in 2002.
|
|
(1)
|
Surf Communication Systems Ltd. ("Surf") that is a developer and global supplier of universal access and network convergence software solutions to the wire line and wireless telecommunications and data communications industries. As of December 31, 2011, the Company holds 6.2% of the outstanding shares of Surf (see Note 2f).
|
|
(2)
|
New World Brands Inc. (OTCQB: NWBD) ("NWB"), a U.S. public corporation. The Company's holdings in NWB were received as the consideration for the sale of the Company's communication segment. As of September 30, 2010 (the last time NWB filled a financial report), the Company holds 12.8% of the outstanding shares of NWB (see Note 2f).
|
|
e.
|
Discontinued operations:
|
|
1.
|
In February 2009, the Company sold its OptimizeIT product and related Intellectual Property (following the Company's decision in December 2008 to cease
the operation of this product line) in consideration for $ 70 plus contingent royalties amounting to 7.5% of future revenues until the earlier of: (i) payment of $ 1,500 or (ii) the lapse of forty-two months from February 2009. As of December 31, 2011, no income from royalties was recorded.
|
NOTE 1:-
|
GENERAL (Cont.)
|
|
2.
|
On November 23, 2010 the Company announced that its two U.S. subsidiaries that are part of its Supply Chain division, Lynk and its subsidiary Summit, have filed with the US Bankruptcy Court a Chapter 7 petition.
|
Year ended
December 31,
|
||||||||||||
2011
|
2010
|
2009
|
||||||||||
Revenues
|
$ | - | $ | 8,338 | $ | 8,615 | ||||||
Cost of revenues
|
- | 6,990 | 7,704 | |||||||||
Gross profit
|
- | 1,348 | 911 | |||||||||
Impairment of goodwill
|
- | 835 | ||||||||||
Total
operating costs and expenses
|
- | 1,487 | 2,705 | |||||||||
Operating loss
|
- | (139 | ) | (2,629 | ) | |||||||
Financial expenses, net
|
- | (213 | ) | (232 | ) | |||||||
Other expenses, net (*)
|
- | (496 | ) | - | ||||||||
Loss before taxes on income
|
- | (848 | ) | (2,861 | ) | |||||||
Tax benefit (taxes on income)
|
- | 42 | (214 | ) | ||||||||
Net loss
|
$ | - | $ | (806 | ) | $ | (3,075 | ) |
(*)
|
Other expenses include $ 554 related to the write off of net assets and liabilities related to discontinued operations.
|
|
a.
|
Use of estimates:
|
|
b.
|
Financial statements in U.S. dollars:
|
|
c.
|
Principles of consolidation:
|
|
d.
|
Cash equivalents:
|
|
e.
|
Inventories:
|
|
f.
|
Investment in other companies:
|
|
1.
|
Investment in NWB and QMX:
|
|
2.
|
Investment in Surf:
|
|
g.
|
Property, plant and equipment:
|
%
|
|||||
Computers and software
|
20 - 33 |
(mainly 33%)
|
|||
Office furniture and equipment
|
6 - 15 |
(mainly 10%)
|
|||
Leasehold improvements
|
10 |
(over the shorter of the period
of the lease or the life of the assets)
|
|||
Motor vehicles
|
15 | ||||
Real estate
|
4 |
|
h.
|
Impairment of long-lived assets:
|
|
i.
|
Goodwill:
|
|
j.
|
Research and development costs:
|
|
k.
|
Severance pay:
|
|
l.
|
Revenue recognition:
|
|
m.
|
Income taxes:
|
|
n.
|
Concentrations of credit risk:
|
|
o.
|
Derivative financial instruments:
|
|
p.
|
Basic and diluted net earnings (loss) per share:
|
|
q.
|
Accounting for share-based compensation:
|
Year ended
December 31,
|
||||||||
2011
|
2009
|
|||||||
Risk-free interest
|
1.17% | 1.45% | ||||||
Dividend yields
|
0% | 0% | ||||||
Volatility
|
96% | 77% | ||||||
Expected option term
|
3.83 years
|
3.46 years
|
||||||
Forfeiture rate
|
24% | 15% |
Year ended December 31,
|
||||||||||||
2011
|
2010
|
2009
|
||||||||||
Selling and marketing
|
$ | 8 | $ | 39 | $ | 377 | ||||||
General and administrative
|
161 | 178 | 252 | |||||||||
Total stock-based compensation expense
|
$ | 169 | $ | 217 | $ | 629 |
|
r.
|
Fair value of financial instruments:
|
Level 1 -
|
Observable inputs that reflect quoted prices (unadjusted) for identical assets or liabilities in active markets.
|
Level 2 -
|
Include other inputs that are directly or indirectly observable in the marketplace.
|
Level 3 -
|
Unobservable inputs which are supported by little or no market activity.
|
|
s.
|
Reclassification:
|
|
t.
|
Impact of recently issued accounting pronouncements :
|
NOTE 3:-
|
OTHER ACCOUNTS RECEIVABLE AND PREPAID EXPENSES
|
December 31,
|
||||||||
2011
|
2010
|
|||||||
Government authorities
|
$ | 92 | $ | 213 | ||||
Advances to suppliers
|
411 | 536 | ||||||
Prepaid expenses
|
172 | 57 | ||||||
Deferred expenses attributed to software projects
|
52 | 146 | ||||||
Receivable in respect of investment sale
|
- | 127 | ||||||
Derivative asset
|
- | 63 | ||||||
Other
|
17 | 41 | ||||||
$ | 744 | $ | 1,183 |
NOTE 4:-
|
FAIR VALUE MEASUREMENTS
|
NOTE 5:-
|
INVENTORIES
|
December 31,
|
||||||||
2011
|
2010
|
|||||||
Raw materials
|
$ | 189 | $ | 135 | ||||
Finished goods
|
3,831 | 4,990 | ||||||
$ | 4,020 | $ | 5,125 |
NOTE 6:-
|
INVESTMENT IN OTHER COMPANIES
|
December 31,
|
||||||||
2011
|
2010
|
|||||||
Cost net of cumulative impairment losses
|
$ | 68 | $ | 107 |
NOTE 7:-
|
PROPERTY, PLANT AND EQUIPMENT
|
December 31,
|
||||||||
2011
|
2010
|
|||||||
Cost:
|
||||||||
Computers and software
|
$ | 2,107 | $ | 2,197 | ||||
Office furniture and equipment
|
1,037 | 1,027 | ||||||
Leasehold improvements and real estate
|
1,408 | 1,417 | ||||||
Motor Vehicles
|
365 | 205 | ||||||
4,917 | 4,846 | |||||||
Accumulated depreciation:
|
||||||||
Computers and software
|
2,002 | 2,024 | ||||||
Office furniture and equipment
|
615 | 594 | ||||||
Leasehold improvements and real estate
|
942 | 930 | ||||||
Motor vehicles
|
192 | 163 | ||||||
3,751 | 3,711 | |||||||
Depreciated cost
|
$ | 1,166 | $ | 1,135 |
NOTE 8:-
|
OTHER INTANGIBLE ASSETS, NET
|
December 31, 2011
|
Weighted average amortization period
|
December 31, 2010
|
Weighted average amortization period
|
|||||||||||||
Cost:
|
||||||||||||||||
Backlog
|
$ | 27 | - | $ | 29 | - | ||||||||||
Technology
|
226 | - | 226 | - | ||||||||||||
Brand name
|
670 | 4.1 | 722 | 5.1 | ||||||||||||
Customer list
|
2,450 | 2.5 | 2,483 | 3.5 | ||||||||||||
3,373 | 3,460 | |||||||||||||||
Accumulated amortization and depreciation:
|
||||||||||||||||
Backlog
|
27 | 29 | ||||||||||||||
Technology
|
226 | 226 | ||||||||||||||
Brand name
|
411 | 259 | ||||||||||||||
Customer list
|
2,169 | 1,434 | ||||||||||||||
2,833 | 1,948 | |||||||||||||||
Amortized cost
|
$ | 540 | $ | 1,512 |
NOTE 9:-
|
GOODWILL
|
RFID and Mobile Solutions
|
Supply
Chain Solutions
|
Total
|
||||||||||
Balance as of January 1, 2010
|
$ | 4,172 | $ | - | $ | 4,172 | ||||||
Foreign currency translation adjustments
|
266 | - | 266 | |||||||||
Balance as of December 31, 2010
|
4,438 | - | 4,438 | |||||||||
Foreign currency translation adjustments
|
(316 | ) | - | (316 | ) | |||||||
Balance as of December 31, 2011
|
$ | 4,122 | $ | - | $ | 4,122 |
NOTE 10:-
|
SHORT-TERM BANK LOANS AND CURRENT MATURITIES
|
Weighted interest
rate as of December 31, 2011
|
December 31,
|
|||||||||||
Loan currency
|
%
|
2011
|
2010
|
|||||||||
NIS
|
7.25 | $ | 3,904 | $ | 5,473 | |||||||
$ | 5.49 | 2,932 | 1,804 | |||||||||
6,836 | 7,277 | |||||||||||
Current maturities
|
5.8 | 660 | 501 | |||||||||
$ | 7,496 | $ | 7,778 |
NOTE 11:-
|
ACCRUED EXPENSES AND OTHER LIABILITIES
|
December 31,
|
||||||||
2011
|
2010
|
|||||||
Government authorities
|
$ | 275 | $ | 514 | ||||
Professional services
|
196 | 145 | ||||||
Derivative liability
|
67 | - | ||||||
Liability to Dimex Systems (see Note 13)
|
301 | 301 | ||||||
Other
|
155 | 80 | ||||||
$ | 994 | $ | 1,040 |
NOTE 12:-
|
LONG-TERM BANK LOANS, NET OF CURRENT MATURITIES
|
a.
|
Classified by linkage terms and interest rates, the total amount of the loans is as follows:
|
Weighted interest
rate as of December 31, 2011
|
December 31,
|
|||||||||||
Loan currency
|
%
|
2011
|
2010
|
|||||||||
NIS
|
5.8 (Prime plus 0 - 2.2)
|
$ | 2,190 | $ | 895 | |||||||
2,190 | 895 | |||||||||||
Less - current maturities
|
5.8 | 660 | 501 | |||||||||
$ | 1,530 | $ | 394 |
|
b.
|
The Company loans (from both Bank Leumi and Bank HaPoalim) mature in the following years subsequent to the balance sheet dates:
|
2012 (Current maturities)
|
$ | 660 | ||
2013
|
397 | |||
2014
|
437 | |||
2015
|
385 | |||
2016
|
311 | |||
$ | 2,190 |
NOTE 13:-
|
LONG-TERM CONVERTIBLE NOTE
|
NOTE 13:-
|
LONG-TERM CONVERTIBLE NOTE (Cont.)
|
NOTE 13:-
|
LONG-TERM CONVERTIBLE NOTE (Cont.)
|
NOTE 14:-
|
COMMITMENTS AND CONTINGENT LIABILITIES
|
|
a.
|
Commitments:
|
|
1.
|
Royalty commitments:
|
|
a)
|
Under the Company's research and development agreements with the Office of the Chief Scientist ("OCS") and pursuant to applicable laws, the Company is required to pay royalties at the rate of 3.5% of sales of products developed with funds provided by the OCS, up to an amount equal to 100% of the research and development grants (dollar-linked) received from the OCS. The obligation to pay these royalties is contingent upon actual sales of the products. Royalties payable with respect to grants received under programs approved by the OCS after January 1, 1999, are subject to interest on the U.S. dollar-linked value of the total grants received at the annual rate of
LIBOR applicable to U.S. dollar deposits at the time the grants are received. No grants were received during the years 2009 through 2011.
|
NOTE 14:-
|
COMMITMENTS AND CONTINGENT LIABILITIES (Cont.)
|
|
b)
|
The Israeli Government, through the Overseas Marketing Fund, awarded the Company grants for participation in expenses for overseas marketing. The Company is committed to pay royalties to the Fund for Encouragement of Marketing Activities (the "Marketing Fund") at the rate of 3% of the increase in export sales, up to the amount of the grants received by the Company linked to the dollar and bearing interest. No grants were received during the years 2009 through 2011.
|
|
As of December 31, 2011, the Company has an outstanding contingent obligation to pay royalties to the Marketing Fund including interest, in the amount of $ 101. No Marketing Fund royalty expenses were recorded during 2011, 2010 and 2009.
|
|
2.
|
The facilities of the Company are rented under operating lease agreements that expire on various dates ending in 2016. Minimum future rental payments for 2012, 2013 and 2014 are $ 105, $ 93 and $ 72, respectively.
|
|
3.
|
Litigation
|
NOTE 15:-
|
SHAREHOLDERS' EQUITY
|
|
a.
|
Private placements:
|
Outstanding and exercisable warrants
|
Weighted average exercise
|
Weighted
average
|
||||||||
as of
|
price of
|
remaining
|
||||||||
December 31,
|
outstanding
|
contractual
|
||||||||
2011
|
warrants
|
life (years)
|
||||||||
619,122 | $ | 2.75 | 2.6 | |||||||
24,861 | $ | 2.75 | 3.1 | |||||||
108,363 | $ | 13.80 | - |
NOTE 15:-
|
SHAREHOLDERS' EQUITY (Cont.)
|
|
b.
|
Stock option plans:
|
Number of options
|
Weighted-average exercise price
|
Weighted- average remaining contractual term (in years)
|
Aggregate intrinsic value
|
|||||||||||||
Outstanding at January 1, 2011
|
474,591 | $ | 7.69 | 3.26 | $ | 140 | ||||||||||
Changes during the year:
|
||||||||||||||||
Granted
|
339,273 | $ | 1.72 | |||||||||||||
Exercised
|
(33,442 | ) | $ | - | ||||||||||||
Forfeited or cancelled
|
(281,596 | ) | $ | 3.94 | ||||||||||||
Outstanding at December 31, 2011
|
498,826 | $ | 6.25 | $ | 2.91 | $ | 60 | |||||||||
Vested and expected to vest
|
479,571 | $ | 6.25 | 2.88 | $ | 60 | ||||||||||
Exercisable at December 31,2011
|
401,716 | $ | 7.16 | $ | 2.71 | $ | 56 |
NOTE 15:-
|
SHAREHOLDERS' EQUITY (Cont.)
|
Weighted average
|
||||||||||||||||||
Options
|
Weighted
|
Options
|
remaining
|
|||||||||||||||
outstanding
|
average
|
exercisable
|
contractual
|
|||||||||||||||
as of
|
remaining
|
as of
|
life
of options
|
|||||||||||||||
exercise
|
December 31,
|
contractual
|
December 31,
|
exercisable
|
||||||||||||||
price
|
2011
|
life (years)
|
2011
|
(years)
|
||||||||||||||
$ | 0 | 55,144 | 2.00 | 53,644 | 1.91 | |||||||||||||
$ | 0.95 | 89,440 | 4.98 | 22,360 | 4.98 | |||||||||||||
$ | 2.00 | 36,794 | 4.25 | 36,794 | 4.25 | |||||||||||||
$ | 2.10 | 1,500 | 4.51 | - | - | |||||||||||||
$ | 2.48 | 1,500 | 2.14 | 1,000 | 2.14 | |||||||||||||
$ | 2.75 | 2,462 | 2.56 | 2,462 | 2.56 | |||||||||||||
$ | 3.05 | 6,000 | 1.88 | 4,500 | 1.88 | |||||||||||||
$ | 3.49 | 1,500 | 0.12 | 1,500 | 0.12 | |||||||||||||
$ | 5.00 | 58,640 | 1.11 | 37,610 | 1.52 | |||||||||||||
$ | 7.33 | 1,500 | 1.34 | 1,500 | 1.34 | |||||||||||||
$ | 7.50 | 1,500 | 1.50 | 1,500 | 1.50 | |||||||||||||
$ | 8.40 | 15,000 | 6.24 | 15,000 | 6.24 | |||||||||||||
$ | 8.57 | 1,500 | 0.22 | 1,500 | 0.22 | |||||||||||||
$ | 11.93 | 80,000 | 2.75 | 80,000 | 2.75 | |||||||||||||
$ | 12.60 | 62,680 | 4.94 | 62,680 | 4.94 | |||||||||||||
$ | 13.40 | 28,066 | 0.38 | 28,066 | 0.38 | |||||||||||||
$ | 15.00 | 5,600 | 0.81 | 1,600 | 2.64 | |||||||||||||
$ | 20.00 | 50,000 | 0.05 | 50,000 | 0.05 | |||||||||||||
498,826 | 2.91 | 401,716 | 2.71 |
NOTE 15:-
|
SHAREHOLDERS' EQUITY (Cont.)
|
|
c.
|
Warrants issued to service providers and debt providers:
|
Weighted average
|
||||||||||||||||||
Warrants
|
Weighted
|
Warrants
|
remaining
|
|||||||||||||||
outstanding
|
average
|
exercisable
|
contractual
|
|||||||||||||||
as of
|
remaining
|
as of
|
life
of warrants
|
|||||||||||||||
exercise
|
December 31,
|
contractual
|
December 31,
|
exercisable
|
||||||||||||||
price
|
2011
|
life (years)
|
2011
|
(years)
|
||||||||||||||
$ | 0.00 | 1,320 | 2.00 | 1,320 | 2.00 | |||||||||||||
$ | 2.50 | 20,000 | 4.59 | 20,000 | 4.59 | |||||||||||||
$ | 2.75 | 140,599 | 1.01 | 140,599 | 1.01 | |||||||||||||
$ | 3.72 | 69,096 | 2.10 | 69,096 | 2.10 | |||||||||||||
$ | 5.00 | 13,200 | 2.00 | 13,200 | 2.00 | |||||||||||||
$ | 20.20 | 19,482 | 0.97 | 19,482 | 0.97 | |||||||||||||
$ | 26.50 | 9,741 | 1.63 | 9,741 | 1.63 | |||||||||||||
273,438 | 1.61 | 273,438 | 1.61 |
NOTE 16:-
|
TAXES ON INCOME
|
|
a.
|
Change in corporate tax rate:
|
NOTE 16:-
|
TAXES ON INCOME (Cont.)
|
|
b.
|
Loss carry forward:
|
|
c.
|
Deferred income taxes:
|
December 31,
|
||||||||
2011
|
2010
|
|||||||
Assets in respect of:
|
||||||||
Allowances and provisions
|
$ | 195 | $ | 188 | ||||
Net operating loss carry forward (1)
|
7,778 | 6,625 | ||||||
7,973 | 6,813 | |||||||
Valuation allowance (2)
|
(7,838 | ) | (6,461 | ) | ||||
135 | 352 | |||||||
Liabilities in respect of intangible assets
|
(135 | ) | (352 | ) | ||||
Net deferred tax assets (liability)
|
$ | - | $ | - |
|
(1)
|
See Note 16b.
|
|
(2)
|
The Company has provided valuation allowances in 2011 on deferred tax assets resulting from tax loss carry forward and other reserves and allowances due to their history of operating losses and current uncertainty concerning the ability to realize these deferred tax assets in the future.
|
NOTE 16:-
|
TAXES ON INCOME (Cont.)
|
|
d.
|
Tax benefit (taxes on income) is comprised as follows:
|
Year ended December 31,
|
||||||||||||
2011
|
2010
|
2009
|
||||||||||
Current
|
$ | 172 | $ | (2 | ) | $ | (6 | ) | ||||
Prior years
|
- | (3 | ) | - | ||||||||
Deferred
|
- | - | (323 | ) | ||||||||
$ | 172 | $ | (5 | ) | $ | (329 | ) | |||||
Domestic
|
172 | $ | (73 | ) | $ | (323 | ) | |||||
Foreign
|
- | 68 | (6 | ) | ||||||||
$ | 172 | $ | (5 | ) | $ | (329 | ) |
|
e.
|
Profit (Loss) before taxes is comprised as follows:
|
Year ended December 31,
|
||||||||||||
2011
|
2010
|
2009
|
||||||||||
Domestic
|
$ | (3,429 | ) | $ | 228 | $ | (5,697 | ) | ||||
Foreign
|
43 | (52 | ) | - | ||||||||
$ | (3,386 | ) | $ | 176 | $ | (5,697 | ) |
|
f.
|
Reconciliation of the theoretical tax expense to the actual tax expense:
|
|
g.
|
Tax assessments:
|
|
h.
|
In accordance with the Company's accounting policy, interest expense and potential penalties related to income taxes are included in the tax expense line of the Company's consolidated statements of operations.
|
NOTE 16:-
|
TAXES ON INCOME (Cont.)
|
|
i.
|
Uncertain tax positions
|
December 31,
|
||||||||
2011
|
2010
|
|||||||
Uncertain tax positions, beginning of year
|
$ | 379 | $ | 333 | ||||
Decreases in tax positions for prior years
|
(207 | ) | (12 | ) | ||||
Increases in tax positions for current year
|
- | 58 | ||||||
Uncertain tax positions, end of year
|
$ | 172 | $ | 379 |
NOTE 17:-
|
SUPPLEMENTARY INFORMATION TO STATEMENTS OF OPERATIONS
|
Financial expenses, net: | ||||||||||||||||
Year ended December 31,
|
||||||||||||||||
2011
|
2010
|
2009
|
||||||||||||||
a. | Financial income: | |||||||||||||||
Interest on bank deposits
|
$ | 3 | $ | 32 | $ | 9 | ||||||||||
Change in fair value of forward contracts
|
- | 141 | 82 | |||||||||||||
3 | 173 | 91 | ||||||||||||||
Financial expenses:
|
||||||||||||||||
In respect of bank loans and convertible note
|
(1,251 | ) | ( 1 ,039 | ) | ( 671 | ) | ||||||||||
Inducement and related cost (Note 13)
|
(760 | ) | - | - | ||||||||||||
Revaluation of fair value related to extension of warrants as part of an Inducement of a convertible note
|
(86 | ) | - | - | ||||||||||||
Change in fair value of forward contracts
|
(44 | ) | ||||||||||||||
Other (mainly foreign currency transaction losses)
|
(103 | ) | (95 | ) | (26 | ) | ||||||||||
(2,244 | ) | (1,134 | ) | (697 | ) | |||||||||||
$ | (2,241 | ) | $ | ( 961 | ) | $ | ( 606 | ) | ||||||||
b. |
Net earnings (loss) per share:
|
|||||||||||||||
1. |
Numerator:
|
|||||||||||||||
Numerator for basic and diluted net Earnings (loss) per share:
|
||||||||||||||||
Income (loss) from continuing operations
|
$ | (3,214 | ) | $ | 171 | $ | (6,026 | ) | ||||||||
Loss from discontinued operations
|
- | (806 | ) | (3,075 | ) | |||||||||||
Net loss available to ordinary shareholders
|
$ | (3,214 | ) | $ | (635 | ) | $ | ( 9,101 | ) | |||||||
2. |
Denominator (in thousands):
|
|||||||||||||||
Basic weighted average ordinary shares outstanding (in thousands)
|
2,818 | 2,622 | 2,606 | |||||||||||||
Diluted weighted average ordinary shares outstanding (in thousands)
|
2,818 | 2,757 | 2,606 | |||||||||||||
Basic and diluted net earnings (loss) per share from continuing operations
|
$ | (1.14 | ) | $ | 0.07 | $ | (2.32 | ) | ||||||||
Basic and diluted net earnings (loss) per share from discontinued operations
|
$ | - | $ | (0.31 | ) | $ | (1.18 | ) | ||||||||
Basic and diluted net loss per share
|
$ | (1.14 | ) | $ | (0.24 | ) | $ | (3.50 | ) |
NOTE 18:-
|
SEGMENTS AND GEOGRAPHICAL INFORMATION
|
|
a.
|
Revenues, gross profit and assets for the operating segments for the years 2011, 2010 and 2009 were as follows:
|
RFID and Mobile Solutions
|
Supply
Chain Solutions
|
Not
Allocated/ Intercompany
|
Consolidated
|
|||||||||||||
2011
|
||||||||||||||||
Revenues
|
$ | 13,128 | $ | 21,332 | $ | (1,026 | ) | $ | 33,434 | |||||||
Gross profit
|
$ | 3,105 | $ | 3,405 | $ | - | $ | 6,510 | ||||||||
Assets related to segment
|
$ | 10,132 | $ | 9,869 | $ | 68 | $ | 20,069 | ||||||||
2010
|
||||||||||||||||
Revenues
|
$ | 12,463 | $ | 17,724 | $ | - | $ | 30,187 | ||||||||
Gross profit
|
$ | 3,632 | $ | 3,851 | $ | - | $ | 7,483 | ||||||||
Assets related to segment
|
$ | 12,418 | $ | 9,605 | $ | 107 | $ | 22,130 | ||||||||
2009
|
||||||||||||||||
Revenues
|
$ | 10,729 | $ | 14,738 | $ | - | $ | 25,467 | ||||||||
Gross profit
|
$ | 3,375 | $ | 116 | $ | - | $ | 3,491 | ||||||||
Assets related to segment
|
$ | 17,201 | $ | 4,159 | $ | 579 | $ | 21,939 |
NOTE 18:-
|
SEGMENTS AND GEOGRAPHICAL INFORMATION (Cont.)
|
|
b.
|
The following presents total revenues and long-lived assets for the years 2011, 2010 and 2009 based on the location of customers:
|
Year ended December 31,
|
||||||||||||||||||||||||
2011
|
2010
|
2009
|
||||||||||||||||||||||
Total
|
Long-lived
|
Total
|
Long-lived
|
Total
|
Long-lived
|
|||||||||||||||||||
revenues
|
assets *)
|
revenues
|
assets *)
|
revenues
|
assets *)
|
|||||||||||||||||||
America
|
$ | 1,514 | $ | - | $ | 2,596 | $ | - | $ | 1,548 | $ | - | ||||||||||||
Far East
|
3,943 | - | 2,228 | - | 998 | - | ||||||||||||||||||
Europe
|
976 | - | 811 | - | 566 | - | ||||||||||||||||||
Israel and others
|
27,001 | 1,166 | 24,552 | 1,135 | 22,355 | 1,221 | ||||||||||||||||||
$ | 33,434 | $ | 1,166 | $ | 30,187 | $ | 1,135 | $ | 25,467 | $ | 1,221 |
|
*)
|
Long-lived assets are comprised of property, plant and equipment (intangible assets and goodwill are not included).
|
|
c.
|
Major customer data as a percentage of total revenues:
|
Year ended December 31,
|
||||||||||||
2011
|
2010
|
2009
|
||||||||||
Customer A (Supply Chain Segment)
|
10 | % | 7 | % | 14 | % |
NOTE 19:-
|
RELATED PARTIES
|
|
a.
|
Service Agreement of Cukierman & Co.:
|
NOTE 19:-
|
RELATED PARTIES (Cont.)
|
Year ended December 31,
|
||||||||||||
2011
|
2010
|
2009
|
||||||||||
Business development
|
$ | 120 | $ | 95 | $ | 147 | ||||||
Success fee in respect of issuance of convertible loan
|
- | - | 40 | |||||||||
Success fee in respect of issuance of private placements
|
- | 18 | - | |||||||||
Total
|
$ | 120 | $ | 113 | $ | 187 |
|
b.
|
Active Chairman Agreement with Edouard Cukierman:
|
NOTE 19:-
|
RELATED PARTIES (Cont.)
|
Year ended December 31,
|
||||||||||||
2011
|
2010
|
2009
|
||||||||||
Chairman fees
|
$ | 60 | $ | - | $ | - | ||||||
Share based compensation expenses
|
43 | 75 | 147 | |||||||||
Total
|
$ | 103 | $ | 75 | $ | 147 |
|
c.
|
Agreements with THCAP:
|
Year ended December 31,
|
||||||||||||
2011
|
2010
|
2009
|
||||||||||
Share based compensation expenses
|
$ | 1 | $ | 10 | $ | 1 |
NOTE 20:-
|
Subsequent events
|
|
a.
|
On January 17, 2012, the Company received a notice from the Listing Qualifications Department of The Nasdaq Stock Market (“Nasdaq”) advising the Company that it has failed to comply with Nasdaq’s requirement that listed securities maintain a minimum bid price of $1.00 per share as set forth in Nasdaq Listing Rules. The Company has a 180 days' period, until July 16, 2012
,
to regain compliance with the $1.00 minimum bid price requirement. If at any time during this 180 days' period, the closing bid price of the Company’s security is at least $1 for a minimum of ten consecutive business days, the Company will regain compliance. In the event the Company does not regain compliance, the Company may be eligible for additional 180 calendar days. To qualify, the Company will be required to meet the continued listing requirement for market value of publicly held shares and all other initial listing standards for The Nasdaq Capital Market, with the exception of the bid price requirement, and will need to provide written notice of its intention to cure the deficiency during the second compliance period.
|
1.
|
Loan Conversion
.
|
2.
|
Extension of Warrants
|
3.
|
Event of Default
|
4.
|
Representations.
The Company hereby represents and warrants to the Lender that the following shall be true and correct as of the date of the Closing:
|
5.
|
Closing
.
|
|
5.2.1.
|
Company shall provide to Lender:
|
|
5.2.2.
|
Lender shall provide Company with an invoice (including VAT) and a tax withholding exemption in respect of the Interest in the form hereto attached as
Schedule 5.2.2
. Lender undertakes to hold harmless and fully indemnify the Company, at its first demand, from and against any and all liabilities, costs, penalties and expenses suffered or incurred by the Company in connection with any tax withholding obligation relating to the payments to Lender hereunder, all to the extent Lender has not timely provided the Company with a valid exemption from withholding, covering the periods for which such withholding was required. The Company shall give Lender written notice promptly after it becomes aware of an event which may serve as a basis for an indemnification claim hereunder and shall allow Lender to assume defense of such a claim or demand for payment of withholding, at Lender's sole cost and expense.
|
|
5.2.3.
|
The Conversion of the Converted Loans shall be effected, the Converted Loans shall be deemed fully paid, and the Converted Shares dully issued.
|
6.
|
Miscellaneous
|
B.O.S BETTER ONLINE SOLUTIONS LTD.
By:
_________________________
Yuval Viner
Chief Executive Officer
_________________________
Eyal Cohen
Chief Financial Officer
|
DIMEX SYSTEMS (1988) LTD.
By:____________________________
Name:__________________________
Title:___________________________
|
1.
|
Capitalized terms used herein, which are not defined in this Amendment, shall have the meaning assigned to them in the Warrant.
|
2.
|
The parties agree that the Expiration Date of the Warrant, as it relates to 103,798 Ordinary Shares shall be extended by two years, until July 28, 2014. The Expiration Date in respect of 103,798 Ordinary Shares shall remain the same (i.e., July 28, 2012).
|
3.
|
Except
as otherwise amended hereby, all terms and provisions of the Original Warrant shall continue in full force and effect.
|
B.O.S Better Online Solutions Ltd.
By: ______________
Name: ___________
Title: __________
|
Dimex Systems (1988) Ltd.
By: ______________
Name: ___________
Title: __________
|
4.
|
Capitalized terms used herein, which are not defined in this Amendment, shall have the meaning assigned to them in the Warrant.
|
5.
|
The parties agree that the Expiration Date of the Warrant, as it relates to 24,861
Ordinary Shares, shall be
extended by two years, until February 3, 2015. The Expiration Date in respect of 24,860 Ordinary Shares shall remain the same (i.e., February 3, 2013).
|
6.
|
Except as otherwise amended hereby, all terms and provisions of the Original Warrant shall continue in full force and effect.
|
B.O.S Better Online Solutions Ltd.
By: ______________
Name: ___________
Title: __________
|
Dimex Systems (1988) Ltd.
By: ______________
Name: ___________
Title: __________
|
1.
|
Loan Conversion
|
2.
|
Extension of Warrants
|
3.
|
Closing
|
4.
|
Miscellaneous
|
B.O.S Better Online Solutions Ltd.
By:___________________________
Name:_________________________
Title:__________________________
|
[ ]
By:____________________________
Name:__________________________
Title:___________________________
|
1.
|
Capitalized terms used herein, which are not defined in this Amendment, shall have the meaning assigned to them in the Warrant.
|
2.
|
The parties agree that the Expiration Date of the Warrant shall be extended by two years, until [ ], 2014.
|
3.
|
Except
as otherwise amended hereby, all terms and provisions of the Original Warrant shall continue in full force and effect.
|
B.O.S Better Online Solutions Ltd.
By: ______________
Name: ___________
Title: __________
|
[ ]
By: ______________
Name: ___________
Title: __________
|
Principal
|
$ 600,000
|
$ 2,411,800
|
Loan Currency
|
US $
|
NIS
|
Term
|
Revolving
|
Revolving
|
Interest payment
|
Monthly
|
Monthly
|
Principal payment
|
Monthly
|
Monthly
|
Interest rate
|
Libor plus 4.32% - 5.12%
|
Prime plus 3%
|
To:
|
Bank Leumi le-Israel B.M.
|
|
_________________ Branch
|
Date: _________________
|
1.
|
Advance and amount of the Credit
|
2.
|
Term of the Credit
|
3.
|
Interest
|
(a)
|
The unpaid balance of the Credit will bear interest based upon the Bank’s preference, on the daily balance or will bear interest on a different period, as will be customary in the Bank, commencing from the date the Credit is advanced until the full and actual payment thereof to the Bank. The interest will be calculated according to the number of days which have actually elapsed divided by 365 or 366, depending on the number of years in that relevant period.
|
(b)
|
Fixed interest
|
(c)
|
Variable interest
|
1.
|
If this request, is a request to allocate credit with a variable interest, then the rate of interest mentioned in paragraph (a) above will be an interest rate in an amount that is higher/lower than ______ % (the “Interest Spread”) which is higher/lower than ______% above the prime rate of interest as defined below.
|
2.
|
We have taken note that a change in the prime rate of interest in the Bank will lead to a change in the interest on the Credit, by a percentage identical to such change in the basic interest, or at the Bank’s option, by the same ratio whereby the basic rate of interest has been changed against the basic rate as it existed prior to such change. In the event of repayment (credit with variable interest) using the Spitzer method, then the interest shall be calculated as detailed in Section 3(a) and if any change occurs in the prime rate of interest on a day not being an interest payment day, the new interest rate will apply as from the immediately succeeding interest payment date following the date of the change, or on the date of the change of interest, at the option of the Bank.
|
3.
|
We are aware that the interest of _________% (the “Initial Interest Rate”) shall be the interest that shall commence on the date of grant of the Credit until the change of the prime rate of the interest, as aforementioned.
|
4.
|
For the avoidance of doubt, it is hereby stated that the Bank will be entitled, from time to time, to change the interest rate as aforesaid even with respect to amounts of the Credit which have already been allocated to us in the Credit Account.
|
4.
|
Repayment of Principal and Interest
|
(a)
|
We hereby undertake to repay the Bank the principal of the Credit together with the interest thereon in______ consecutive equal monthly installments in the sum of approximately _________________ each, on each ______ of every calendar month, commencing on _______________ and terminating on ____________(the “Repayment of Principal”).
|
(b)
|
We hereby commit to repay the interest of the unpaid balance of Credit in _________ consecutive installments in the sum of approximately _________________ each, on each ______ of every calendar month, commencing on _______________ and terminating on ___________(the “Repayment of Interest”).
|
(c)
|
If the credit shall be paid under the Spitzer method, then instead of the detailed in sections (a) and (b) above, we hereby commit to the Bank to repay the Bank, the principal together with the interest with respect to the unpaid balance of the Credit in equal monthly sequential installments, in ______ consecutive equal monthly installments in the sum of approximately _________________ each, on each ______ of every calendar month, commencing on _______________ and terminating on ____________(the “Repayment using Spitzer Method (Principal and Interest)”). Notwithstanding the stated in this section, the monthly payments may be unequal due to the calculation method, based upon the number of days as detailed in section 3(a).
|
(d)
|
We are aware that the total repayment schedule which includes the exact amount of each payment will be provided to us soon after the allocation of the Credit and we that the amount that shall bind us is the one set forth the in the repayment schedule or if amended, as detailed in the amended repayment schedule.
|
5.
|
Mode of repaying the Credit
|
6.
|
We shall not be entitled to repay the Credit (principal and interest) before the agreed upon Repayment Date, except if we have a legal right to do so, that may not be conditioned, or that the Bank agrees to do so in advance, in writing. The Bank shall be entitled to condition any such early repayment, with certain terms, including an early repayment commission, in the maximum amount legally allowed. It is hereby agreed that section 13(b) to the Israeli Pledge Law 1967, and any section that shall replace it, shall not apply to the early repayment of credit.
|
7.
|
We approve that we have received a copy of this document.
|
Bank Leumi le-Israel B.M.
|
|
Branch_____________________________________
|
Account No_____________
|
Date:______________
|
1.
|
The Request
|
2.
|
Term of the Credit
|
2.1
|
The date of advancing the Credit will be _______________ (“Date of Credit Advancement”). If the Date of the Credit Advancement will not be stated, the date shall be the date stated on the Bank notice regarding the advancement of the Credit. The end of the term of the Credit shall be __________________ (the “Credit Expiration Date”).
|
2.2
|
We request that at each Credit Expiration Date, the Credit Framework shall be renewed for an additional year (or another time period), at the terms that shall be in force at such renewal date, including without limitation with respect to the interest rate, rate of Allocation of Credit Commission and additional commissions, which shall be in force at the renewal date. Each renewal of the Credit Framework shall be subject to the receipt from the Bank, at least 10 days prior to the end of the existing term of the Credit, a written notice stating the Bank’s approval for such renewal, which shall include the new terms of the Credit framework.
|
3.
|
Interest
|
3.1
|
Interest Rate for Debit Balances in the Credit Framework
|
3.2
|
Maximum Interest Rate on Debit Balances
|
3.3
|
Term of Interest Calculation and Repayment Dates
|
3.3.1.
|
The interest mentioned in paragraphs 3.1 and 3.2 above shall be computed based upon the number of days that there was been a debit balance in the Account; and it will be paid by us or will be credited as debt in our Account, on the last business day of March, June, September and December each year.
|
4.
|
Credit Allocation Commission
|
5.
|
Unilateral Credit Framework
|
5.1
|
We agree that the Bank may, but will not be obliged, at its sole discretion, to provide us with a unilateral credit framework, in the Account, with out our request. If the bank provides us with such unilateral credit framework, it shall not be interpreted as the Bank’s agreement, to repeat this in the future or to renew all or part of the unilateral credit framework it has provided.
|
5.2
|
The debit balances in the unilateral credit framework, if the Bank shall agree to it, shall bear a changing interest rate equal to the Maximum Interest Rate for Debit Balances, in the highest rate stated under the most recent agreed upon Credit scale.
|
5.3
|
The time period of the unilateral credit framework may be different than the one set for the Credit Framework herein.
|
5.4
|
The unilateral credit framework shall not bear a Credit Allocation Commission.
|
5.5
|
The Bank will provide us a notice with respect to the unilateral credit framework, close to the time of its bestowal.
|
6.
|
Amendments
|
6.1
|
We are aware that the Bank may, from time to time, amend the interest rates mentioned herein or any component of them (including the margin rate or the Maximum Interest Rate for Debit Balances), the Credit Allocation Commission rate (including the minimum and maximum rates), the term of Credit and their way of calculation.
|
6.2
|
Such amendment shall apply to all debit balances existing at the time of the amendment and to all debit balances existing thereafter.
|
6.3
|
The notice with respect to any amendment shall be provided as required under applicable law.
|
6.4
|
Notwithstanding the aforementioned, we are aware that there may be a change in a certain component of the interest before the Bank provides the Credit Framework, and in such case the interest rate shall apply to the debit balances shall be at the new rate at that time and not in the rates detailed herein, that is given only for information purposes.
|
1.
|
We, Corporations Under Our Control, as well as our Family Members, will not demand, will not receive, will not collect, will not expend, directly or indirectly or in any form or manner whatsoever, any amount whatsoever from or on account of capital notes that the Company has issued and/or will issue on our behalf and/or on behalf of any of us and/or from or on account of loans that were given and/or will be given the Company, including payments of principal, interest, commissions and expenses (all the aforementioned amounts shall be hereinafter referred to as
the
"
Loans
").
|
2.
|
Without derogating from the aforesaid, in the event that any of us, and/or the Corporations Under Our Control and/or Family Members and/or others as aforesaid, shall receive from the Company any amount whatsoever on account or with relation to the Loans or the Dividends, then we will transfer to the Bank any such amount immediately once it has been received by any of us as aforesaid. The Bank will be entitled to credit, as it sees fit any amount that it should receive as aforesaid, for repayment on account of the amounts that are due and/or will be due to the Bank from the company in any manner whatsoever.
|
3.
|
We obligate ourselves to provide you an obligation by the company to act in accordance with our obligations towards you as detailed in this Letter, in the wording enclosed and marked "B".
|
4.
|
The Bank's ledgers and accounts will serve as ostensive proof with regards to the Company's liabilities to the Bank.
|
5.
|
The aforesaid in this Letter will obligate all the undersigned, even if some of the shareholders in the Company or holders of controlling interests have not signed on it.
|
1.
|
We shall not pay in any form or manner whatsoever, either directly or indirectly, to any of our stockholders or any of the holders of controlling interest among us who obligated themselves towards you as aforesaid, and/or to a family member of any of them and/or to corporations under the control of any of them and/or to another third party who will supplant them or act on their behalf, any amount whatsoever from or on account of the capital notes that the company issued and/or will issue to your benefit and/or from any other loan account that was placed and/or will be placed at our disposal by any of the aforementioned, or in connection with them, including, but without detracting from the generality of the aforesaid, payment of principal, interest, commissions and expenses (all the aforementioned amounts will be termed below “
the loans
”); all this unless we have received your prior agreement in writing.
|
2.
|
Should any demand whatsoever be made for any payment whatsoever on account of the amounts of the loans or dividends or with reference to them, on the part of our shareholders and/or on the part of any other party from the aforesaid, we will inform you of this immediately and upon your request we will coordinate with you actions to cancel the demand for payment.
|
3.
|
The company obligates itself not to purchase, not to provide financing for the purchase and not to obligate itself to purchase or to provide financing for the purchase of company securities, in any form or manner whatsoever including and without detracting from the generality of the aforesaid by providing guarantees, either directly or indirectly, by the company or by its subsidiary company or by an another corporation under its control, without receiving the prior written consent of the bank.
|
4.
|
Purely for the sake of removing doubt, let it be clear that if for any reason whatsoever, we should violate the obligations under this letter, all or some of them, then in addition to any other relief that you will be entitled to under any law or as a result of any other obligation towards you included or that will be included in another document-you will be entitled to call for the immediate payment of all or part of the amounts that are due to you or will be due to you from us, directly and/or indirectly at that time, whether their payment date has arrived by that time or not, and collect them from us with the addition of any amount that in your opinion will suffice to cover the losses and/or the expenses that you will incur as a result of a call for immediate payment as aforesaid.
|
5.
|
It is hereby clarified, that the aforementioned will not prevent the Company from making: (a) payments to Cukierman & Co. Investment House Ltd. (“
Cukierman
”) derived from the agreement dated April 15, 2003, attached hereto and which constitutes a part of this document and/or (b) payments to shareholders or to corporations in their control with respect to commissions due to raising of funds for the Company through debentures or shares, upto a threshold of 10% of the funds raised.
|
Principal
|
$ 1,049,649
|
Loan Currency
|
NIS
|
Term
|
Long term loan - until October 15, 2016
|
Interest payment
|
Monthly
|
Principal payment
|
Monthly, commencing May 15 2012
|
Interest rate
|
Prime plus 1.5%
|
Principal
|
$ 656,031
|
Loan Currency
|
NIS
|
Term
|
Long term loan until October 15, 2016
|
Interest payment
|
Monthly
|
Principal payment
|
Monthly, commencing May 15 2012
|
Interest rate
|
Prime plus 1.5%
|
WHERAS
,
|
we,
BOS-Dimex Ltd.
Corporation Reg. No.
512236431
(the
“Company”
hereinafter) had received and/or may receive from Bank Hapoalim Ltd. (the
“Bank”
hereinafter) a loan as part of a loan program administered by the Israeli government for Israeli medium-sized businesses, per the amounts and conditions as agreed and/or as shall be agreed upon between us and the Bank, and subject to the approval and conditions as determined by the Joint Bank and Governmental Credit Commission (the
“Loan”
hereinafter); and
|
WHERAS,
|
as part of the conditions for receiving the Loan from the Bank, we are required to provide the Bank with a Letter of Undertaking using the format and per the conditions specified below;
|
|
1.
|
We hereby undertake that there shall be no withdrawal of capital of any sort by Company stakeholders, their family members, Company shareholders or anyone representing either (
“Stakeholder”
and “
Family Member”
shall be interpreted above and below in this Letter of Undertaking per their definition in the Securities Law, 5728-1968), whether collectively or partially, and whether directly or indirectly.
|
|
2.
|
Without prejudice to the aforementioned, we hereby undertake not to loan money to Company Stakeholders, their Family Members or anyone representing either, as well as not repay or pay any amounts using existing loans provided to us by Company Stakeholders, their Family Members, Company shareholders or anyone representing either (
“Shareholders’ Loans”
,
hereinafter), including – payments against funds, interest, linkage, indemnification, compensation, commissions, expenses and all other accessory payments borrowed by or derived from Shareholders’ Loans, so long as we have not provided the Bank with the loan payments due in full.
|
|
3.
|
We hereby undertake not to divide and/or pay, using any method whatsoever, a dividend to Company Shareholders. The term
“Dividend”
shall be interpreted as it is defined in the Companies’ Law, 5759-1999, and includes,
inter alia
, any asset provided by the company to a shareholder by virtue of their privileges as shareholder, whether in cash or by way of any other form of reimbursement, including management fees, consultation fees, participation fees, commissions, sums of money, assets and rights of any kind, paid using Company profits or any other source or any other payment in cash or cash equivalent to Company Shareholders.
|
|
4.
|
We hereby undertake that we shall not pay any Company Stakeholder, their Family Members, Company Shareholders or any of their representatives, a salary
5
times greater than the average wage (in accordance with the average wage applicable upon the payment of any such salaries).
|
|
5.
|
The provisions of the above Sections 1,2 and 3 of the Letter of Undertaking notwithstanding, the elapse of two years following loan provision shall entitle us to pay Company Shareholders, annually, up to 50% of the Company’s divisible net profit, by way of dividend or by way of Shareholders’ Loan repayment, subject to the compliance with the following stipulations:
|
|
5.1.
|
Distributable profits are in existence;
|
|
5.2.
|
Following withdrawal, tangible equity shall not equal less than 25% of the Company’s balance;
|
|
5.3.
|
When concerning repayment of Shareholders’ Loans, the date of repayment for the Shareholders’ Loan is determined in the Agreement entered into between the Shareholders and the Company;
|
|
5.4.
|
The Joint Bank and Governmental Credit Commission had provided its approval, in advance and in writing, for any such withdrawal.
|
|
6.
|
To dispel any doubt, it is hereby stressed that our undertaking as provided for in this Letter of Undertaking is irrevocable, as Bank rights are dependent upon it, and that we shall not be eligible to revoke or modify it without the Bank’s written and advance consent.
|
|
7.
|
In any case of our violating or not fulfilling any of our obligations towards the Bank as provided for in this Letter of Undertaking, the Bank shall be eligible to order the immediate repayment of all sums borrowed by us, or any portion thereof, and to undertake any measures deemed necessary for their collection, in addition to any other remedies to which the Bank is lawfully entitled and in accordance with any other documents of any kind and type signed and to be signed to the Bank’s benefit.
|
|
8.
|
A waiver of the bank concerning a previous violation or non-fulfillment of one or more of our obligations towards the Bank, whether that obligation is specified in this Letter, or whether it shall be mandated by a different document, shall not constitute as justification for any additional violations or non-fulfillments of any such conditions or obligations, and the Bank’s non-exercise of any rights provided to it in accordance with this Letter of Undertaking or any other document or applicable law, shall not constitute as waiver of said rights.
|
|
9.
|
The contents of this Letter adds, as opposed to diminishes or replaces, to any other of our undertakings in respect or to the benefit of the Bank, as provided for in any other document, whether in effect prior or after the execution of this Letter.
|
|
1.
|
We hereby undertake that there shall be no withdrawal of capital of any sort by Company stakeholders, their family members, Company shareholders or anyone representing either (
“Stakeholder”
and “
Family Member”
shall be interpreted above and below in this Letter of Undertaking per their definition in the Securities Law, 5728-1968), whether collectively or partially, and whether directly or indirectly.
|
|
2.
|
Without prejudice to the aforementioned, we hereby undertake not to loan money to the Company to our benefit or to the benefit of our representatives, and undertake not to claim or require the Company to repay or pay any sums pertaining to existing loans provided to the Company by us or by our representatives (
“Shareholders’ Loans”
,
hereinafter), including – payments against funds, interest, linkage, indemnification, compensation, commissions, expenses and all other accessory payments borrowed by or derived from Shareholders’ Loans, so long as the company has not provided the Bank with the loan payments due in full.
|
|
3.
|
We hereby undertake not to demand or require the Company to pay us or our representatives a dividend using any method whatsoever. The term
“Dividend”
shall be interpreted as it is defined in the Companies’ Law, 5759-1999, and includes,
inter alia
, any asset provided by the Company to a shareholder by virtue of their privileges as shareholder, whether in cash or by way of any other form of reimbursement, including management fees, consultation fees, participation fees, commissions, sums of money, assets and rights of any kind, paid using Company profits or any other source or any other payment in cash or cash equivalent to Company Shareholders.
|
|
4.
|
We hereby undertake that we shall not withdraw and/or receive in any way whatsoever from the company, to our benefit or to the benefit of any of our representatives, a salary
5
times greater than the average wage (in accordance with the average wage applicable upon the payment of any such salaries).
|
|
5.
|
The provisions of the above Sections 1,2 and 3 of this Letter of Undertaking notwithstanding, the elapse of two years following loan provision shall entitle us to receive from the Company, annually, up to 50% of the Company’s divisible net profit, by way of dividend or by way of Shareholders’ Loan repayment, subject to the compliance with the following stipulations:
|
|
5.1.
|
Distributable profits are in existence;
|
|
5.2.
|
Following withdrawal, tangible equity shall not equal less than 25% of the Company’s balance;
|
|
5.3.
|
When concerning repayment of Shareholders’ Loans, the date of repayment for the Shareholders’ Loan is determined in the Agreement entered into between the Shareholders and the Company;
|
|
5.4.
|
The Joint Bank and Governmental Credit Commission had provided its approval, in advance and in writing, for any such withdrawal.
|
|
6.
|
Our obligations as mandated by this Letter are individually and collectively irrevocable, as your rights depend on their fulfillment.
|
|
7.
|
In this Letter – the singular shall be construed as the plural and vice versa.
|
WHERAS
,
|
we,
BOS-Odem Ltd.
Corporation Reg. No.
511687402
(the
“Company”
hereinafter) had received and/or may receive from Bank Hapoalim Ltd. (the
“Bank”
hereinafter) a loan as part of a loan program administered by the Israeli government for Israeli medium-sized businesses, per the amounts and conditions as agreed and/or as shall be agreed upon between us and the Bank, and subject to the approval and conditions as determined by the Joint Bank and Governmental Credit Commission (the
“Loan”
hereinafter); and
|
WHERAS,
|
as part of the conditions for receiving the Loan from the Bank, we are required to provide the Bank with a Letter of Undertaking using the format and per the conditions specified below;
|
|
1.
|
We hereby undertake that there shall be no withdrawal of capital of any sort by Company stakeholders, their family members, Company shareholders or anyone representing either (
“Stakeholder”
and “
Family Member”
shall be interpreted above and below in this Letter of Undertaking per their definition in the Securities Law, 5728-1968), whether collectively or partially, and whether directly or indirectly.
|
|
2.
|
Without prejudice to the aforementioned, we hereby undertake not to loan money to Company Stakeholders, their Family Members or anyone representing either, as well as not repay or pay any amounts using existing loans provided to us by Company Stakeholders, their Family Members, Company shareholders or anyone representing either (
“Shareholders’ Loans”
,
hereinafter), including – payments against funds, interest, linkage, indemnification, compensation, commissions, expenses and all other accessory payments borrowed by or derived from Shareholders’ Loans, so long as we have not provided the Bank with the loan payments due in full.
|
|
3.
|
We hereby undertake not to divide and/or pay, using any method whatsoever, a dividend to Company Shareholders. The term
“Dividend”
shall be interpreted as it is defined in the Companies’ Law, 5759-1999, and includes,
inter alia
, any asset provided by the company to a shareholder by virtue of their privileges as shareholder, whether in cash or by way of any other form of reimbursement, including management fees, consultation fees, participation fees, commissions, sums of money, assets and rights of any kind, paid using Company profits or any other source or any other payment in cash or cash equivalent to Company Shareholders.
|
|
4.
|
We hereby undertake that we shall not pay any Company Stakeholder, their Family Members, Company Shareholders or any of their representatives, a salary
5
times greater than the average wage (in accordance with the average wage applicable upon the payment of any such salaries).
|
|
5.
|
The provisions of the above Sections 1,2 and 3 of the Letter of Undertaking notwithstanding, the elapse of two years following loan provision shall entitle us to pay Company Shareholders, annually, up to 50% of the Company’s divisible net profit, by way of dividend or by way of Shareholders’ Loan repayment, subject to the compliance with the following stipulations:
|
|
a.
|
Distributable profits are in existence;
|
|
b.
|
Following withdrawal, tangible equity shall not equal less than 25% of the Company’s balance;
|
|
c.
|
When concerning repayment of Shareholders’ Loans, the date of repayment for the Shareholders’ Loan is determined in the Agreement entered into between the Shareholders and the Company;
|
|
d.
|
The Joint Bank and Governmental Credit Commission had provided its approval, in advance and in writing, for any such withdrawal.
|
|
6.
|
To dispel any doubt, it is hereby stressed that our undertaking as provided for in this Letter of Undertaking is irrevocable, as Bank rights are dependent upon it, and that we shall not be eligible to revoke or modify it without the Bank’s written and advance consent.
|
|
7.
|
In any case of our violating or not fulfilling any of our obligations towards the Bank as provided for in this Letter of Undertaking, the Bank shall be eligible to order the immediate repayment of all sums borrowed by us, or any portion thereof, and to undertake any measures deemed necessary for their collection, in addition to any other remedies to which the Bank is lawfully entitled and in accordance with any other documents of any kind and type signed and to be signed to the Bank’s benefit.
|
|
8.
|
A waiver of the bank concerning a previous violation or non-fulfillment of one or more of our obligations towards the Bank, whether that obligation is specified in this Letter, or whether it shall be mandated by a different document, shall not constitute as justification for any additional violations or non-fulfillments of any such conditions or obligations, and the Bank’s non-exercise of any rights provided to it in accordance with this Letter of Undertaking or any other document or applicable law, shall not constitute as waiver of said rights.
|
|
9.
|
The contents of this Letter adds, as opposed to diminishes or replaces, to any other of our undertakings in respect or to the benefit of the Bank, as provided for in any other document, whether in effect prior or after the execution of this Letter.
|
|
1.
|
We hereby undertake that there shall be no withdrawal of capital of any sort by Company stakeholders, their family members, Company shareholders or anyone representing either (
“Stakeholder”
and “
Family Member”
shall be interpreted above and below in this Letter of Undertaking per their definition in the Securities Law, 5728-1968), whether collectively or partially, and whether directly or indirectly.
|
|
2.
|
Without prejudice to the aforementioned, we hereby undertake not to loan money to the Company to our benefit or to the benefit of our representatives, and undertake not to claim or require the Company to repay or pay any sums pertaining to existing loans provided to the Company by us or by our representatives (
“Shareholders’ Loans”
,
hereinafter), including – payments against funds, interest, linkage, indemnification, compensation, commissions, expenses and all other accessory payments borrowed by or derived from Shareholders’ Loans, so long as the company has not provided the Bank with the loan payments due in full.
|
|
3.
|
We hereby undertake not to demand or require the Company to pay us or our representatives a dividend using any method whatsoever. The term
“Dividend”
shall be interpreted as it is defined in the Companies’ Law, 5759-1999, and includes,
inter alia
, any asset provided by the Company to a shareholder by virtue of their privileges as shareholder, whether in cash or by way of any other form of reimbursement, including management fees, consultation fees, participation fees, commissions, sums of money, assets and rights of any kind, paid using Company profits or any other source or any other payment in cash or cash equivalent to Company Shareholders.
|
|
4.
|
We hereby undertake that we shall not withdraw and/or receive in any way whatsoever from the company, to our benefit or to the benefit of any of our representatives, a salary
5
times greater than the average wage (in accordance with the average wage applicable upon the payment of any such salaries).
|
|
5.
|
The provisions of the above Sections 1,2 and 3 of this Letter of Undertaking notwithstanding, the elapse of two years following loan provision shall entitle us to receive from the Company, annually, up to 50% of the Company’s divisible net profit, by way of dividend or by way of Shareholders’ Loan repayment, subject to the compliance with the following stipulations:
|
|
a.
|
Distributable profits are in existence;
|
|
b.
|
Following withdrawal, tangible equity shall not equal less than 25% of the Company’s balance;
|
|
c.
|
When concerning repayment of Shareholders’ Loans, the date of repayment for the Shareholders’ Loan is determined in the Agreement entered into between the Shareholders and the Company;
|
|
d.
|
The Joint Bank and Governmental Credit Commission had provided its approval, in advance and in writing, for any such withdrawal.
|
|
6.
|
Our obligations as mandated by this Letter are individually and collectively irrevocable, as your rights depend on their fulfillment.
|
|
7.
|
In this Letter – the singular shall be construed as the plural and vice versa.
|
Whereas
|
we have received or may receive from time to time from Bank Hapoalim Ltd. (the "Bank") credits, documentary credit, various loans, overdrafts in our checking account, a debit account or any another account, indemnifications and guarantees for us, clearance of commercial papers, extensions and various back extensions and services (severally and jointly, the "Bank Services"); under conditions that were agreed to or shall be agreed to from time to time in respect of each such Bank Service;
|
|
1.
|
Ownership, Change of Control and Restructuring
|
|
2.
|
Prohibition on Creation of Pledges and Grant of Guarantees
|
2.2.1
|
The term "Property" shall means to include real estate, chattels and rights of any type whatsoever, whether held or are to be held.
|
2.2.2
|
The term "Pledge" shall have the meaning ascribed to it in the Pledge law of 1967.
|
2.2.3
|
The term "Pledge" and or "Encumbrance" shall include transfer of right by way of pledge.
|
|
2.3.1
|
We shall give the Bank prior written notice of at least 10 days of our intention to receive such credit together with details on the amount, type, term of the credit and the name of the lender in whose favor the fixed pledge shall be recorded and also details on the asset to be pledged as security for that credit.
|
|
2.3.2
|
The pledge documents shall state the amount of the credit extended to us for the purpose of acquisition of the asset subject of the pledge.
|
|
2.3.3
|
We shall not execute any pledge document as aforementioned, unless it includes an explicit provision that the pledge shall be considered void and cancelled as soon as the credit provided for the purchase of the asset subject of the pledge is paid.
|
|
3.
|
Setting-up Subsidiaries
|
|
4.
|
Sale and Acquisition of Assets
|
|
5.
|
Legal Proceedings
|
|
6.
|
Provision of Reports and Information
|
|
7.
|
Insurance Coverage
|
|
8.
|
Reimbursement of Loans to Shareholders
|
Whereas
|
we have received or may receive from time to time from Bank Hapoalim Ltd. (the "Bank") credits, documentary credit, various loans, overdrafts in our checking account, a debit account or any another account, indemnifications and guarantees for us, clearance of commercial papers, extensions and various back extensions and services (severally and jointly, the "Bank Services"); under conditions that were agreed to or shall be agreed to from time to time in respect of each such Bank Service;
|
|
1.
|
Ownership, Change of Control and Restructuring
|
|
2.
|
Prohibition on Creation of Pledges and Grant of Guarantees
|
|
2.3.1
|
We shall give the Bank prior written notice of at least 10 days of our intention to receive such credit together with details on the amount, type, term of the credit and the name of the lender in whose favor the fixed pledge shall be recorded and also details on the asset to be pledged as security for that credit.
|
|
2.3.2
|
The pledge documents shall state the amount of the credit extended to us for the purpose of acquisition of the asset subject of the pledge.
|
|
2.3.3
|
We shall not execute any pledge document as aforementioned, unless it includes an explicit provision that the pledge shall be considered void and cancelled as soon as the credit provided for the purchase of the asset subject of the pledge is paid.
|
|
3.
|
Setting-up Subsidiaries
|
|
4.
|
Sale and Acquisition of Assets
|
|
5.
|
Legal Proceedings
|
|
6.
|
Provision of Reports and Information
|
|
7.
|
Insurance Coverage
|
|
8.
|
Reimbursement of Loans to Shareholders
|
|
9.1.1.
|
Equity
– The value of tangible equity shall equal no less than 13% of the entire balance.
|
|
9.1.2.
|
Funding Ratio
– The long-term credit ratio for working capital shall be less than “1”, “working capital” is defined as “inventory” plus “customers”, when deducting “customer advance payments” and “suppliers, when deducting supplier advance payments”.
|
|
9.1.3.
|
Funding Expenses Coverage Ratio
– The ratio between operating profit and funding expenses shall under no circumstances equal to less than 1.3.
|
Year ended December 31,
|
Year ended December 31,
|
|||||||
2011
|
2010
|
|||||||
WWeighted average number of shares used in the computation of basic earning (loss) per share
|
2,818
|
2,622
|
||||||
WWeighted average number of shares used in the computation of diluted earning (loss) per share
|
2,818
|
2,757
|
||||||
Options and warrants which were not included in the computation of diluted earning (loss) per share due to anti dilutive effect
|
1,525
|
1,442
|
1.
|
I have reviewed this annual report on Form 20-F of B.O.S. Better Online Solutions Ltd. (the “registrant”);
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
5.
|
The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent function):
|
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
|
(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
1.
|
I have reviewed this annual report on Form 20-F of B.O.S. Better Online Solutions Ltd. (the “registrant”);
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
5.
|
The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent function):
|
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
|
(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
1.
|
the Report fully complies, in all material respects, with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
2.
|
the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company as of, and for, the periods presented in the Report.
|
By:
/s/ Yuval Viner
Yuval Viner
Chief Executive Officer
|
By:
/s/ Eyal Cohen
Eyal Cohen
Chief Financial Officer
|
Tel Aviv Israel
April 30, 2012
|
/s/ Kost Forer Gabbay & Kasierer
KOST, FORER GABBAY & KASIERER
A Member of Ernst &Young Global
|
/s/ ARIK ESHEL, CPA & ASSOC., PC
ARIK ESHEL, CPA & ASSOC., PC
|