UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6 - K
Report of Foreign Private Issuer
Pursuant to Rule 13a - 16 or 15d -16
Under the Securities Exchange Act of 1934
For the Month of August, 2019
Commission file number 001-14184
B.O.S. Better Online Solutions Ltd.
(Translation of Registrant’s Name into English)
20 Freiman Street, Rishon LeZion, 7535825, Israel
(Address of principal executive office)
Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.
Form 20-F ☒ Form 40-F ☐
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ___________
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ___________
B.O.S. Better Online Solutions Ltd.
This Form 6-K, including the exhibit, is hereby incorporated by reference into all effective registration statements, filed by us under the Securities Act of 1933, as amended, to the extent not superseded by documents or reports subsequently filed or furnished.
Attached hereto is the following exhibit:
99.1 | B.O.S. Better Online Solutions Unaudited Pro forma Condensed Combined Consolidated Financial Statements for the year ended December 31, 2018. |
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized.
B.O.S. Better Online Solutions Ltd. | ||
(Registrant) | ||
By: | /s/ Eyal Cohen | |
Eyal Cohen | ||
Co-Chief
Executive Officer and
Chief Financial Officer |
Dated: August 7, 2019
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EXHIBIT INDEX
EXHIBIT NO. | DESCRIPTION | |
99.1 | B.O.S. Better Online Solutions Unaudited Pro forma Condensed Combined Consolidated Financial Statements for the year ended December 31, 2018. |
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Exhibit 99.1
B.O.S. BETTER ONLINE SOLUTIONS LTD. AND ITS SUBSIDIARIES
UNAUDITED PRO FORMA CONDENSED COMBINED CONSOLIDATED FINANCIAL STATEMENTS
The following unaudited pro forma condensed combined consolidated financial statements have been prepared to give effect to the acquisition by BOS Better Online Solutions Ltd. (“BOS”) of the assets and operations of Imdecol Ltd. (“Imdecol”), under the purchase method of accounting, reflecting pro forma adjustments described in the accompanying notes.
The following unaudited pro forma condensed combined consolidated balance sheet as of December 31, 2018 gives effect to the acquisition of all the assets and operations of Imdecol, as if it had occurred on such date, and reflects the allocation of the purchase price to the Imdecol assets acquired based on their estimated fair values at the date of acquisition. The acquisition is expected to be accounted for as a business combination under ASC-805. The portion of the consideration paid by BOS in the acquisition in excess of the fair value of Imdecol identifiable assets and liabilities has been recorded as goodwill.
The following unaudited pro forma condensed combined consolidated statements of operations combine the historical statements of operations of BOS and Imdecol, as if the Imdecol acquisition had occurred on January 1, 2018. This pro forma information should be read in conjunction with the respective consolidated historical audited financial statements (including notes thereto) of BOS for the year ended December 31, 2018, filed with the Securities and Exchange Commission under Form 20-F on April 1, 2019 and the consolidated historical audited financial statements (including notes thereto) of Imdecol for the year ended December 31, 2018, , filed with the Securities and Exchange Commission under Form 6-K on July 29, 2019.
Unaudited pro forma condensed combined consolidated financial information is presented for illustrative purposes only and is not necessarily indicative of the financial position or results of operations that would have actually been reported had the assets acquisition occurred at the beginning of the periods presented, nor is it necessarily indicative of future financial position or results of operations. These unaudited pro forma condensed combined consolidated financial statements are based upon the respective historical financial statements of BOS and Imdecol, and do not incorporate, nor do they assume, any benefits from cost savings or synergies of the combined company. The pro forma adjustments are based on available financial information and certain estimates and assumptions that BOS believes are reasonable and that are set forth in the notes to the unaudited pro forma condensed combined consolidated financial statements. In addition, the pro forma balance sheet includes allocations of the purchase price based upon preliminary estimates of the fair value of the assets acquired. These allocations may be adjusted in the future upon finalization of these preliminary estimates.
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B.O.S. BETTER ONLINE SOLUTIONS LTD. AND ITS SUBSIDIARIES
UNAUDITED PRO FORMA CONDENSED COMBINED CONSOLIDATED BALANCE SHEET AS OF DECEMBER 31, 2018
U.S. dollars in thousands
BOS Historical | Imdecol Historical | Pro Forma Adjustments | Pro Forma | |||||||||||||
ASSETS | ||||||||||||||||
CURRENT ASSETS: | ||||||||||||||||
Cash and cash equivalents | $ | 1,410 | $ | 77 |
(201
(77 |
)
) |
2B
2A |
$ | 1,209 | |||||||
Restricted bank deposits | 332 | - | - | 332 | ||||||||||||
Trade receivables (net of allowance for doubtful accounts of $31 and $75 at December 31, 2018 and 2017, respectively) | 8,624 | 359 | (359 | ) | 2A | 8,624 | ||||||||||
Other accounts receivable and prepaid expenses | 829 | 174 | (174 | ) | 2A | 829 | ||||||||||
Inventories | 2,874 | 551 | - | 2C | 3,425 | |||||||||||
Total current assets | 14,069 | 1,161 | (811 | ) | 14,419 | |||||||||||
LONG-TERM ASSETS | 177 | 130 | (130 | ) | 2A | 177 | ||||||||||
PROPERTY AND EQUIPMENT, NET | 1,108 | 100 | - | 2C | 1,208 | |||||||||||
OTHER INTANGIBLE ASSETS, NET | 81 | - | 953 | 2C | 1,034 | |||||||||||
GOODWILL | 4,676 | - | 471 | 2C | 5,147 | |||||||||||
Total assets | $ | 20,111 | $ | 1,391 | $ | 483 | $ | 21,985 |
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B.O.S. BETTER ONLINE SOLUTIONS LTD. AND ITS SUBSIDIARIES
UNAUDITED PRO FORMA CONDENSED COMBINED CONSOLIDATED BALANCE SHEET AS OF DECEMBER 31, 2018
U.S. dollars in thousands
BOS
Historical |
Imdecol
Historical |
Pro Forma
Adjustments |
Pro
Forma |
|||||||||||||||
LIABILITIES AND SHAREHOLDERS’ EQUITY | ||||||||||||||||||
CURRENT LIABILITIES: | ||||||||||||||||||
Short term bank loans | $ | - | $ | 54 | $ |
(54)
350 |
2A 2B3b |
$ | 350 | |||||||||
Current maturities of long-term loans | 467 | 279 |
(279)
142 |
2A
2B3a |
$ | 609 | ||||||||||||
Trade payables | 4,106 | 941 | (941 | ) | 2A | 4,106 | ||||||||||||
Employees and payroll accruals | 778 | 151 | (151 | ) | 2A | 778 | ||||||||||||
Deferred revenues | 768 | - | - | 768 | ||||||||||||||
Accrued expenses and other liabilities | 313 | 289 | (289 | ) | 2A | 313 | ||||||||||||
Total current liabilities | 6,432 | 1,714 | (1,222 | ) | 6,924 | |||||||||||||
LONG-TERM LIABILITIES: | ||||||||||||||||||
Long-term loans, net of current maturities | 1,867 | 170 |
(170)
566 |
2A 2B3a |
2,433 | |||||||||||||
Long term related party | - | 33 | (33 | ) | 2A | - | ||||||||||||
Accrued severance pay | 301 | 151 | (151 | ) | 2A | 301 | ||||||||||||
Total long-term liabilities | 2,168 | 354 | 212 | 2,734 | ||||||||||||||
SHAREHOLDERS’ EQUITY | 11,511 | (677 | ) |
677
816 |
2A 2B4 |
12,327 | ||||||||||||
Total liabilities and shareholders’ equity | $ | 20,111 | $ | 1,391 | $ | 483 | $ | 21,985 |
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B.O.S. BETTER ONLINE SOLUTIONS LTD. AND ITS SUBSIDIARIES
UNAUDITED PRO FORMA CONDENSED COMBINED CONSOLIDATED STATEMENT OF OPERATIONS FOR THE YEAR ENDED DECEMBER 31, 2018
U.S. dollars in thousands
December 31, 2018 | ||||||||||||||||||
BOS
Historical |
Imdecol
Historical |
Pro Forma
Adjustments |
Pro
Forma |
|||||||||||||||
Revenues | $ | 32,650 | $ | 5,379 | - | $ | 38,029 | |||||||||||
Amortization of intangible assets | - | - | 90 | 2C | 90 | |||||||||||||
Cost of revenues | 25,907 | 3,724 | - | 29,631 | ||||||||||||||
Gross profit | 6,743 | 1,655 | (90 | ) | 8,308 | |||||||||||||
Sales and marketing | 3,705 | - | - | 3,705 | ||||||||||||||
General and Administrative | 1,834 | 1,297 | 123 | 2D | 3,254 | |||||||||||||
Amortization of intangible assets | - | - | 112 | 2C | 112 | |||||||||||||
Total operating costs and expenses | 5,539 | 1,297 | 235 | 7,071 | ||||||||||||||
Operating income | 1,204 | 358 | (325 | ) | 1,237 | |||||||||||||
Financial expenses, net | (255 | ) | (95 | ) |
95
(36) |
2A
|
(291 | ) | ||||||||||
Income before taxes on income | 949 | 263 | (266 | ) | 946 | |||||||||||||
Taxes on income (tax benefit) | (41 | ) | 74 | (74 | ) | 2E | (41 | ) | ||||||||||
Net Income | $ | 990 | $ | 189 | $ | (192 | ) | $ | 987 | |||||||||
Basic and diluted net Income per share | $ | 0.28 | $ | - | $ | - | $ | 0.26 | ||||||||||
Shares (in thousands) used in calculation of earnings per share: | ||||||||||||||||||
Basic and diluted | 3,500 | - | 283 | 2B4 | 3,783 |
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B.O.S. BETTER ONLINE SOLUTIONS LTD. AND ITS SUBSIDIARIES
NOTES TO THE UNAUDITED PRO FORMA CONDENSED COMBINED CONSOLIDATED FINANCIAL STATEMENTS
U.S. dollars in thousands
Note 1 - General
The unaudited pro forma condensed combined consolidated financial statements reflect the following:
A. | On June 1, 2019, BOS completed its acquisition of the assets of Imdecol Ltd. |
The purchase price of Imdecol’s business is based on a multiple of four times the average annual operating profit of Imdecol’s business for the years 2017, 2018, 2019 and for the 12 months ended June 30, 2020 (the “Formula of Consideration”).
The purchase price is for Imdecol’s Intangible assets and fixed assets and consists of a combination of cash and ordinary shares of BOS, payable as follows:
1. | An advance of $276 was paid to Imdecol upon signing the definitive agreement in March 2019; |
2. | An additional approximately $1,239 was paid to Imdecol at closing, on June 1, 2019. |
3. | The final consideration will be paid by August 2020, according to the Formula of Consideration. Additional payment, if required, will be done in the following manner: |
● | Up to $417 shall be paid to Imdecol, by way of issuance of BOS’s ordinary shares. The value of the ordinary shares will be determined according to their market price prior to issuance and the shares will be subject to a lock-up period until June 2022. |
● | The residual amount, if any, will be paid in cash. |
In addition, BOS acquired Imdecol’s inventory at its book value on the closing date.
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B.O.S. BETTER ONLINE SOLUTIONS LTD. AND ITS SUBSIDIARIES
NOTES TO THE UNAUDITED PRO FORMA CONDENSED COMBINED CONSOLIDATED FINANCIAL STATEMENTS (Cont.)
U.S. dollars in thousands
Note 2 - Pro Forma:
The pro forma condensed combined consolidated balance sheet includes adjustments necessary to give effect to the acquisition as if it had occurred on December 31, 2018 and to reflect the allocation of the acquisition cost to the fair value of tangible and intangible assets acquired as noted above.
The pro forma condensed combined consolidated statement of operations includes adjustments necessary to give effect to the acquisition as if it had occurred on January 1, 2018.
Adjustments included in the pro forma condensed combined consolidated balance sheet and statement of operations are summarized as follows:
A. | BOS bought Imdecol’s intangible assets, fixed assets and inventory. BOS didn’t assume any of Imdecol’s liabilities or acquire any other tangible assets of Imdecol. |
B. | Cash and cash equivalents: |
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B.O.S. BETTER ONLINE SOLUTIONS LTD. AND ITS SUBSIDIARIES
NOTES TO THE UNAUDITED PRO FORMA CONDENSED COMBINED CONSOLIDATED FINANCIAL STATEMENTS (Cont.)
U.S. dollars in thousands
C. | Purchase Price allocation: |
This allocation is for pro forma purposes only. The final fair values will be included in BOS’ audited financial reports for year ended December 31, 2019. Based upon a preliminary valuation of tangible and intangible assets acquired, BOS has allocated the total cost of the acquisition of Imdecol’s assets as follows:
December 31,
|
Average
|
Amortization
|
Section
in the statement of operation |
|||||||||||
Tangible assets:
|
||||||||||||||
Fixed assets (*) | 100 | 3-10 | * | * | ||||||||||
Inventory | 551 | - | - | - | ||||||||||
Intangible assets: | ||||||||||||||
Customer relationships | 587 | 7 | 84 | Sales and Marketing | ||||||||||
Brand name | 276 | 10 | 28 | Sales and Marketing | ||||||||||
Sales order Backlog | 90 | 1 | 90 | Cost of Goods | ||||||||||
Goodwill | 471 | - | - | - | ||||||||||
Total consideration | $ | 2,075 | $ | 202 |
(*) | Depreciation expenses are already included in Imdecol’s financial statements for the year ended December 31, 2018. The carrying amount of the fixed assets is equal to their fair value |
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B.O.S. BETTER ONLINE SOLUTIONS LTD. AND ITS SUBSIDIARIES
NOTES TO THE UNAUDITED PRO FORMA CONDENSED COMBINED CONSOLIDATED FINANCIAL STATEMENTS (Cont.)
U.S. dollars in thousands
D. | Acquisition expenses: |
Legal | $ | 50 | ||
Agent Commission fee | 45 | |||
Consulting | 26 | |||
Others | 2 | |||
Total | $ | 123 |
E. | BOS has accumulated losses for Israeli income tax purposes as of December 31, 2018, in the amount of approximately $15,620. These losses may be carried forward and offset against taxable income in the future for an indefinite period. Hence, if the acquisition had occurred in January 1, 2018, no tax expenses would have recorded. |
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