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 October, 2020
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 exhibits, is hereby incorporated by reference into all effective registration statements, filed by us under the Securities Act of 1933, as amended, to the extent not superseded by documents or reports subsequently filed or furnished.
Attached hereto are the following exhibits:
1
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/ Hagit Vizner | |
Hagit Vizner | ||
Chief Financial Officer |
Dated: October 2, 2020
2
EXHIBIT INDEX
3
Exhibit 99.1
B.O.S. BETTER ONLINE SOLUTIONS LTD.
AND ITS SUBSIDIARIES
CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
AS OF JUNE 30, 2020
IN U.S. DOLLARS
UNAUDITED
INDEX
F-1
B.O.S. BETTER ONLINE SOLUTIONS LTD.
AND ITS SUBSIDIARIES
CONDENSED INTERIM CONSOLIDATED BALANCE SHEETS
U.S. dollars in thousands
The accompanying notes are an integral part of the condensed interim consolidated financial statements.
F-2
B.O.S. BETTER ONLINE SOLUTIONS LTD.
AND ITS SUBSIDIARIES
CONDENSED INTERIM CONSOLIDATED BALANCE SHEETS
U.S. dollars in thousands (except share and per share data)
The accompanying notes are an integral part of the condensed interim consolidated financial statements.
F-3
B.O.S. BETTER ONLINE SOLUTIONS LTD.
AND ITS SUBSIDIARIES
CONDENSED INTERIM CONSOLIDATED STATEMENTS OF OPERATIONS
U.S. dollars in thousands (except share and per share data)
Six months period ended
June 30, |
||||||||
2020 | 2019 | |||||||
Unaudited | Unaudited | |||||||
Revenue | $ | 14,946 | $ | 16,549 | ||||
Cost of revenues | 11,718 | 13,167 | ||||||
Inventory Impairment | 671 | - | ||||||
Gross profit | $ | 2,557 | $ | 3,382 | ||||
Operating costs and expenses: | ||||||||
Research and development | 21 | - | ||||||
Sales and marketing | 1,953 | 1,899 | ||||||
General and administrative | 843 | 1,158 | ||||||
Impairment of goodwill and intangible assets | 988 | - | ||||||
Total operating costs and expenses | 3,805 | 3,057 | ||||||
Operating income (loss) | (1,248 | ) | 325 | |||||
Financial expenses, net | (137 | ) | (129 | ) | ||||
Income (loss) before taxes on income | (1,385 | ) | 196 | |||||
Taxes on income | - | 20 | ||||||
Net income (loss) | $ | (1,385 | ) | $ | 176 | |||
Basic and diluted net income (loss) per share | $ | (0.32 | ) | $ | 0.05 | |||
Weighted average number of shares used in computing net income (loss) per share: | ||||||||
Basic | 4,265,456 | 3,844,775 | ||||||
Diluted | 4,265,456 | 3,847,442 |
The accompanying notes are an integral part of the condensed interim consolidated financial statements.
F-4
B.O.S. BETTER ONLINE SOLUTIONS LTD.
AND ITS SUBSIDIARIES
CONSOLIDATED INTERIM CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
U.S. dollars in thousands, except per share data
Six
months period ended
|
||||||||
2020 | 2019 | |||||||
Unaudited | Unaudited | |||||||
Net income (loss) | $ | (1,385 | ) | $ | 176 | |||
Cash flow hedging instruments: | ||||||||
Change in unrealized gains and losses | 3 | 96 | ||||||
Gain in respect of derivative instruments designated for cash flow hedge, net of taxes | 10 | 1 | ||||||
Other comprehensive gain | 13 | 97 | ||||||
Comprehensive income (loss) | $ | (1,372 | ) | $ | 273 |
The accompanying notes are an integral part of the consolidated financial statements.
F-5
B.O.S. BETTER ONLINE SOLUTIONS LTD.
AND ITS SUBSIDIARIES
CONDENSED INTERIM CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
U.S. dollars in thousands (except share data)
Ordinary
shares |
Share capital
and additional paid-in capital |
Accumulated
other comprehensive loss |
Accumulated
deficit |
Total
shareholders’ equity |
||||||||||||||||
Balance as of January 1, 2019 | 3,553,714 | $ | 80,686 | $ | (333 | ) | $ | (68,842 | ) | $ | 11,511 | |||||||||
Issuance of Ordinary shares, net | 178,881 | 523 | - | - | 523 | |||||||||||||||
Issuance of Ordinary shares related to securities purchase agreement, net | 400,000 | 945 | - | - | 945 | |||||||||||||||
Exercise of options | 125,195 | 316 | - | - | 316 | |||||||||||||||
Other comprehensive income | - | - | 97 | - | 97 | |||||||||||||||
Share-based compensation expense | - | 39 | - | - | 39 | |||||||||||||||
Net income | - | - | - | 176 | 176 | |||||||||||||||
Balance as of June 30, 2019 (unaudited) | 4,257,790 | $ | 82,509 | $ | (236 | ) | $ | (68,666 | ) | $ | 13,607 | |||||||||
Balance as of January 1, 2020 | 4,257,790 | $ | 82,545 | $ | (233 | ) | $ | (69,755 | ) | $ | 12,557 | |||||||||
Issuance of ordinary shares, net | 7,665 | 12 | - | - | 12 | |||||||||||||||
Exercise of options | 53,451 | 109 | - | - | 109 | |||||||||||||||
Other comprehensive income | - | - | 13 | - | 13 | |||||||||||||||
Share-based compensation expense | - | 39 | - | - | 39 | |||||||||||||||
Net loss | - | - | - | (1,385 | ) | (1,385 | ) | |||||||||||||
Balance as of June 30, 2020 (unaudited) | 4,318,906 | $ | 82,705 | $ | (220 | ) | $ | (71,140 | ) | $ | 11,345 |
The accompanying notes are an integral part of the condensed interim consolidated financial statements.
F-6
B.O.S. BETTER ONLINE SOLUTIONS LTD.
AND ITS SUBSIDIARIES
CONDENSED INTERIM CONSOLIDATED STATEMENTS OF CASH FLOWS
U.S. dollars in thousands
The accompanying notes are an integral part of the condensed interim consolidated financial statements.
F-7
B.O.S. BETTER ONLINE SOLUTIONS LTD.
AND ITS SUBSIDIARIES
CONDENSED INTERIM CONSOLIDATED STATEMENTS OF CASH FLOWS
U.S. dollars in thousands
Six
months period ended
|
||||||||
2020 | 2019 | |||||||
Unaudited | ||||||||
Cash flows from financing activities: | ||||||||
Proceeds from issuance of shares, net | 12 | 558 | ||||||
Proceeds from issuance of shares related to securities purchase agreement, net | - | 945 | ||||||
Proceeds from issuance of shares related to options exercised, net | 109 | 316 | ||||||
Proceeds from short and long-term loans | 774 | 708 | ||||||
Repayment of short and long-term loans | (527 | ) | (254 | ) | ||||
Net cash provided by financing activities | $ | 368 | $ | 2,273 | ||||
Increase in cash and cash equivalents, and restricted cash | 43 | 20 | ||||||
Cash, cash equivalents and restricted cash at the beginning of the period | 579 | 1,742 | ||||||
Cash, cash equivalents and restricted cash at the end of the period | $ | 622 | $ | 1,762 |
Supplementary cash flow activities:
(1) | Cash paid during the period for: | |||||||||
Interest | $ | 65 | $ | 43 |
(2) | Non-cash activities: |
Prepaid expenses related to issuance of Ordinary shares related to SEDA 2017 (See Note 9) | $ | - | $ | (35 | ) |
(3) | Acquisitions of Imdecol: |
Fair value of Property and equipment, net and inventory acquired at acquisition date: | ||||||||
Property and equipment, net | $ | - | $ | 91 | ||||
Inventory | - | 380 | ||||||
Intangible assets, Net | 953 | |||||||
Loss Contracts | (614 | ) | ||||||
Goodwill | - | 1,085 | ||||||
Net cash used to pay for the Acquisition of Imdecol | $ | - | $ | 1,895 |
The accompanying notes are an integral part of the condensed interim consolidated financial statements.
F-8
B.O.S. BETTER ONLINE SOLUTIONS LTD.
AND ITS SUBSIDIARIES
NOTES TO CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
U.S. dollars in thousands
NOTE 1: - | GENERAL |
a. | B.O.S. Better Online Solutions Ltd. (“BOS” or “the Company”) is an Israeli corporation. |
The Company’s shares are listed on NASDAQ under the ticker BOSC.
b. | The Company has three operating divisions: the Intelligent Robotics division, the RFID division and the Supply Chain Solutions division. |
The Company’s wholly-owned subsidiaries include:
1. | BOS-Dimex Ltd., (“BOS-Dimex”), an Israeli company that comprises the RFID segment. BOS-Dimex provides comprehensive turn-key solutions for Automatic Identification and Data Collection (AIDC), combining a mobile infrastructure with software application of manufacturers that we represent. BOS-Dimex also offers on-site inventory count services in the fields of apparel, food, convenience and pharma, asset tagging and counting services for corporate and governmental entities. |
2. | BOS-Odem Ltd. (“BOS-Odem”), an Israeli company, is a distributor of electronical components mainly to customers in the aerospace, defense and other industries worldwide and a supply chain service provider for aviation customers that prefer to consolidate their component acquisitions through a supplier that is able to provide a comprehensive solution to their components-supply needs. BOS-Odem is part of the Supply Chain Solutions segment; and |
3. | Ruby-Tech Inc., a New York corporation, a wholly-owned subsidiary of BOS-Odem and a part of the Supply Chain Solutions segment. |
c. |
On March 11, 2020, the World Health Organization declared the COVID-19 outbreak a global pandemic. The outbreak has reached all of the regions in which we do business, and governmental authorities around the world have implemented numerous measures attempting to contain and mitigate the effects of the virus, including travel bans and restrictions, border closings, quarantines, shelter-in-place orders, shutdowns, limitations or closures of non-essential businesses, and social distancing requirements.
The global spread of COVID-19 and actions taken in response have caused and may continue to cause disruptions and/or delays in our supply chain, shipments, and caused significant economic and business disruption to our customers and vendors.
The extent of the impact of COVID-19 on our business and results of operations will depend on future developments, which are highly uncertain, including the duration and severity of the outbreak, the effects of subsequent waves of COVID-19, the ability to maintain our supply chain and restrictions on our business and personnel that may be imposed by governmental rules and regulations implemented to contain or treat COVID-19.
Management is monitoring and assessing the impact of the COVID-19 pandemic daily, including recommendations and orders issued by government and public health authorities |
F-9
B.O.S. BETTER ONLINE SOLUTIONS LTD.
AND ITS SUBSIDIARIES
NOTES TO CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
U.S. dollars in thousands
NOTE 2: - | SIGNIFICANT ACCOUNTING POLICIES |
The significant accounting policies applied in the financial statements of the Company as of December 31, 2019, were applied consistently in these financial statements, except for the effect of adoption of new accounting standards updates as described below:
A. | Recently issued accounting pronouncements |
Accounting Standards Update 2016-13, “Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments”
Commencing January 1, 2020, the Company adopted ASC Update 2016-13, “Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments.”
ASC Update 2016-13 revised the criteria for the measurement, recognition, and reporting of credit losses on financial instruments to be recognized when expected. This update is effective for fiscal years beginning after December 15, 2019, including the interim periods within those years, with early adoption permitted for fiscal years beginning after December 15, 2018, including interim periods within those years.
The adoption of ASU 2016-13 did not have a significant impact on the Company’s consolidated financial statements.
Accounting Standards Update 2017-04 “Intangibles - Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment”
Commencing January 1, 2020, the Company adopted ASC Update 2017-4, “Intangibles - Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment.”
To simplify the subsequent measurement of goodwill, the amendments eliminate Step 2 from the goodwill impairment test. The annual, or interim, goodwill impairment test is performed by comparing the fair value of a reporting unit with its carrying amount. An impairment charge should be recognized for the amount by which the carrying amount exceeds the reporting unit’s fair value; however, the loss recognized should not exceed the total amount of goodwill allocated to that reporting unit. In addition, income tax effects from any tax deductible goodwill on the carrying amount of the reporting unit should be considered when measuring the goodwill impairment loss, if applicable.
The amendments also eliminate the requirements for any reporting unit with a zero or negative carrying amount to perform a qualitative assessment and, if it fails that qualitative test, to perform Step 2 of the goodwill impairment test. An entity still has the option to perform the qualitative assessment for a reporting unit to determine if the quantitative impairment test is necessary.
The amendments were applied on a prospective basis. The nature of and reason for the change in accounting principle should be disclosed upon transition.
The adoption of ASU 2017-4 did not have a significant impact on the company’s consolidated financial statements.
F-10
B.O.S. BETTER ONLINE SOLUTIONS LTD.
AND ITS SUBSIDIARIES
NOTES TO CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
U.S. dollars in thousands
NOTE 2: - | SIGNIFICANT ACCOUNTING POLICIES – Cont. |
B. | Use of estimates in the preparation of financial statements |
The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States (“U.S. GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the dates of the consolidated financial statements, and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from those estimates. As applicable to these consolidated financial statements, the most significant estimates and assumptions relate to the following:
● | Inventory valuation | |
● | Impairment of long-lived assets and intangible assets subject to amortization | |
● | Fair value of goodwill | |
● | Revenue recognition. |
C. | Income (loss) per share |
The Company computes net loss per share in accordance with ASC 260, “Earnings per share”. Basic loss per share is computed by dividing net loss attributable to common stockholders by the weighted-average number of shares of common stock outstanding during the period, net of the weighted average number of treasury shares (if any).
Diluted loss per ordinary share is computed similar to basic loss per share, except that the denominator is increased to include the number of additional potential shares of ordinary shares that would have been outstanding if the potential ordinary shares had been issued and if the additional ordinary shares were dilutive. Potential ordinary shares are excluded from the computation for a period in which a net loss is reported or if their effect is anti-dilutive.
An amount of 574,889 and 318,748 weighted average outstanding stock options and stock warrants have been excluded from the calculation of the diluted net loss per share for the period of six months ended June 30, 2020 and 2019, respectively, because the effect of the ordinary shares issuable as a result of the exercise or conversion of these instruments was determined to be anti-dilutive.
D. | Reclassified amounts |
Certain prior year amounts have been reclassified for consistency with the current year presentation. These reclassifications did not have material effect on the reported results of operations, shareholder’s equity or cash flows.
NOTE 3: - | UNAUDITED CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS |
These unaudited condensed interim consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States for interim financial information. Accordingly, they do not include all the information and footnotes required by generally accepted accounting principles in the United States for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation of the Company’s financial position as of June 30, 2020 have been included. Operating results for the six-month period ended June 30, 2020 are not necessarily indicative of the results that may be expected for the year ended December 31, 2020, or any other interim period in the future.
F-11
B.O.S. BETTER ONLINE SOLUTIONS LTD.
AND ITS SUBSIDIARIES
NOTES TO CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
U.S. dollars in thousands
NOTE 3: - | UNAUDITED CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS- Cont. |
The consolidated balance sheet at December 31, 2019 has been derived from the audited consolidated financial statements at that date but does not include all of the information and footnotes required by generally accepted accounting principles in the United States for complete financial statements.
The unaudited interim financial statements should be read in conjunction with the Company’s annual financial statements and accompanying notes as of December 31, 2019 included in the Company’s Annual Report on Form 20-F, filed with the Securities Exchange Commission on March 31, 2020.
NOTE 4: - | INVENTORIES |
June 30, 2020 |
December 31, 2019 |
|||||||
Raw materials | $ | 169 | $ | 120 | ||||
Inventory in progress | 2,677 | 1,285 | ||||||
Finished goods | 4,846 | 4,906 | ||||||
Net – advances from customers | (1,049 | ) | (904 | ) | ||||
Inventory Impairment | (671 | ) | - | |||||
$ | 5,972 | $ | 5,407 |
NOTE 5: - | FAIR VALUE OF FINANCIAL INSTRUMENTS |
The Company uses derivative instruments primarily to manage exposure to foreign currency exchange rates. The Company’s primary objective in holding derivatives is to reduce the volatility of earnings and cash flows due to changes in foreign currency exchange rates related to forecasted monthly payroll payments of employees, which are paid in NIS.
Gains on designated derivatives reclassified from OCI into Consolidated Statement of Operations for the periods ended:
Six months period ended
June 30, |
||||||||
2020 | 2019 | |||||||
Unaudited | ||||||||
Line Item in Statement of Operations | ||||||||
Derivatives designated as cash flow hedging instruments: | ||||||||
Cost of revenues | $ | (6 | ) | $ | - | |||
Sales and marketing | (3 | ) | (1 | ) | ||||
General and administrative | (1 | ) | - | |||||
Total loss | $ | (10 | ) | $ | (1 | ) |
F-12
B.O.S. BETTER ONLINE SOLUTIONS LTD.
AND ITS SUBSIDIARIES
NOTES TO CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
U.S. dollars in thousands
NOTE 5: - | FAIR VALUE OF FINANCIAL INSTRUMENTS – Cont. |
The following table presents the assets and liabilities measured at fair value on a recurring basis as of June 30, 2020 and 2019:
June 30, 2020 | ||||||||||||||||
Fair Value | Level 1 | Level 2 | Level 3 | |||||||||||||
Unaudited | ||||||||||||||||
Description | ||||||||||||||||
Derivative assets | $ | 26 | - | $ | 26 | - | ||||||||||
$ | 26 | - | $ | 26 | - |
June 30, 2019 | ||||||||||||||||
Fair Value | Level 1 | Level 2 | Level 3 | |||||||||||||
Unaudited | ||||||||||||||||
Description | ||||||||||||||||
Derivative liabilities | $ | 10 | - | $ | 10 | - | ||||||||||
$ | 10 | - | $ | 10 | - |
NOTE 6: - | GOODWILL AND OTHER INTANGIBLE ASSETS, NET |
A. | Other Intangible Assets: |
June 30, 2020 |
December 31,
2019 |
Weighted average amortization period | ||||||||||
Cost: | ||||||||||||
Brand name | 946 | 946 | 4.1 | |||||||||
Customer list | 2,450 | 2,450 | 2.5 | |||||||||
Software | 111 | 111 | 3 | |||||||||
Customer relationship | 728 | 728 | 7 | |||||||||
Backlog | 90 | 90 | ||||||||||
4,325 | 4,325 | |||||||||||
Accumulated amortization and impairments: | ||||||||||||
Brand name | 946 | 946 | ||||||||||
Customer list | 2,450 | 2,450 | ||||||||||
Software | 111 | 111 | ||||||||||
Customer relationship | 678 | 130 | ||||||||||
Backlog | 90 | 90 | ||||||||||
4,275 | 3,727 | |||||||||||
Amortized cost | $ | 50 | $ | 598 |
F-13
B.O.S. BETTER ONLINE SOLUTIONS LTD.
AND ITS SUBSIDIARIES
NOTES TO CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
U.S. dollars in thousands
NOTE 6: - | GOODWILL AND OTHER INTANGIBLE ASSETS, NET – Cont. |
A. | Other Intangible Assets: |
Amortization expenses amounted to $32 and $79 for the six months ended June 30, 2020, and for the year ended December 31, 2019, respectively.
In addition, during the six month period ended June 30, 2020 the Company recognized an impairment in an amount of $517 with respect to customer relationship of the Intelligent Robotics reporting unit.
B. | The changes in the carrying amount of goodwill for the period ended June 30, 2020 are as follows: |
Goodwill | ||||
Balance as of December 31,2019 | 5,147 | |||
Changes during 2020 : | ||||
Impairment of Goodwill | (471 | ) | ||
Balance as of June 30,2020 | $ | 4,676 |
During the six months ended June 30, 2020, the Company recorded an Impairment of Goodwill related to the Intelligent Robotics reporting unit, in the amount of $471.
NOTE 7: - | LEASES |
We have entered into several non-cancellable operating lease agreements for our offices and vehicles. Our leases have original lease periods expiring between 2020 and 2026. Payments due under such lease contracts include primarily fix payments. We assume renewals in our determination of the lease term. Our lease agreements do not contain any material residual value guarantees or material restrictive covenants.
The components of lease costs, lease term and discount rate are as follows:
Six Months Ended | ||||
June 30,
2020 |
||||
(unaudited) | ||||
Operating lease cost: | ||||
Vehicles | 173 | |||
Facilities rent | 176 | |||
319 | ||||
Remaining Lease Term | ||||
Vehicles | 0.01-2.67 years | |||
Facilities rent | 0.83-6.26 years | |||
Weighted Average Discount Rate | ||||
Vehicles | 3.36 | % | ||
Facilities rent | 3.36 | % |
F-14
B.O.S. BETTER ONLINE SOLUTIONS LTD.
AND ITS SUBSIDIARIES
NOTES TO CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
U.S. dollars in thousands
NOTE 7: - | LEASES – Cont. |
The following is a schedule, by years, of maturities of operating lease liabilities as of June 30, 2020:
June 30,
2020 |
||||
(unaudited) | ||||
Period: | ||||
The remainder of 2020 | 282 | |||
2021 | 355 | |||
2022 | 203 | |||
2023 | 116 | |||
2024 | 104 | |||
2025 | 94 | |||
2026 | 39 | |||
Total operating lease payments | 1,193 | |||
Less: imputed interest | 61 | |||
Present value of lease liabilities | 1,132 |
NOTE 8: - | SEGMENTS AND GEOGRAPHICAL INFORMATION |
Until December 31, 2019, the Company presented two reportable segments consisting of the Intelligent Robotics and RFID Division segment and the Supply Chain Solutions segment. Commencing January 1, 2020 the Company decided to review its business operations in three reportable segments, consisting of the RFID segment, Supply Chain Solutions segment and the Intelligent Robotics segment. Previous presentation was adjusted to conform to the current presentation.
The Company’s management makes financial decisions and allocates resources, based on the information it receives from its internal management system. The Company allocates resources and assesses performance for each operating segment using information about revenues and gross profit. The Company applies ASC 280, Segment Reporting.
a. | Information about the operating segments for the six months ended June 30, 2020 and 2019 were as follows: |
RFID |
Supply Chain Solutions |
Intelligent Robotics | Consolidated | |||||||||||||
Six months ended June 30, 2020: | ||||||||||||||||
Revenues | $ | 5,669 | $ | 8,976 | $ | 301 | $ | 14,946 | ||||||||
Inventory Impairment | $ | - | $ | - | $ | (671 | ) | $ | (671 | ) | ||||||
Gross profit | $ | 1,474 | $ | 1,869 | $ | (786 | ) | $ | 2,557 | |||||||
Impairment of Goodwill and intangible assets | $ | - | $ | - | $ | (988 | ) | $ | (988 | ) | ||||||
Operating Income (loss) | $ | 354 | $ | 613 | $ | (2,215 | ) | $ | (1,248 | ) | ||||||
Balance of Goodwill and other intangible assets related to segment | $ | 4,726 | $ | - | $ | - | $ | 4,726 |
F-15
B.O.S. BETTER ONLINE SOLUTIONS LTD.
AND ITS SUBSIDIARIES
NOTES TO CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
U.S. dollars in thousands
NOTE 8: - | SEGMENTS AND GEOGRAPHICAL INFORMATION – Cont. |
RFID |
Supply Chain Solutions |
Intelligent Robotics | Consolidated | |||||||||||||
Six months ended June 30, 2019: |
||||||||||||||||
Revenues | $ | 6,697 | $ | 9,616 | $ | 236 | $ | 16,549 | ||||||||
Gross profit | $ | 1,338 | $ | 1,978 | $ | 66 | $ | 3,382 | ||||||||
Operating Income (Loss) | $ | (284 | ) | $ | 568 | $ | 41 | $ | 325 | |||||||
Balance of Goodwill and other intangible assets related to segment | $ | 4,746 | $ | - | $ | 1,416 | $ | 6,162 |
b. | The following presents total revenues for the six months ended June 30, 2020 and 2019 based on the location of customers: |
June 30, | ||||||||
2020 | 2019 | |||||||
Unaudited | ||||||||
Israel | $ | 11,086 | $ | 11,081 | ||||
Far East | 1,679 | 3,074 | ||||||
India | 1,392 | 1,494 | ||||||
Europe | 323 | 479 | ||||||
United States | 466 | 421 | ||||||
$ | 14,946 | $ | 16,549 |
NOTE 9: - | SHAREHOLDERS’ EQUITY |
a. | Issuance of Ordinary Shares in connection with Standby Equity Distribution Agreements: |
On May 8, 2017 the Company entered into a Standby Equity Distribution Agreement (“SEDA”), with YA II PN Ltd. (“YA”), for the sale of up to $2,000 of its Ordinary Shares to YA during a four-year period for the 2017 SEDA, beginning on March 1, 2018 the date on which the Securities and Exchange Commission first declares effective a registration statement registering the resale of the Company’s Ordinary Shares by YA. For each Ordinary Share purchased under the SEDA, YA will pay 93% of the lowest daily VWAP (as defined below) of the Ordinary Shares during the three consecutive trading days, following the date of an advance notice from the Company (provided such VWAP is greater than or equal to 90% of the last closing price of the Ordinary Shares at the time of delivery of the advance notice). Notwithstanding the forgoing, the notice shall not exceed $500. “VWAP” is defined as of any date, to be such date’s daily dollar volume-weighted average price of the Ordinary Shares as reported by Bloomberg, LP. The Company may terminate the SEDA at any time upon prior notice to YA, as long as there are no advance notices outstanding and the Company has paid to YA all amounts then due.
In connection with the SEDA, the Company issued 67,307 ordinary shares to YA as a commitment fee. The commitment fee is recorded as prepaid expenses according to the consumption of the SEDA. As of June 30, 2020, the balance of those prepaid expenses was $77.
On March 2019, the Company issued to YA 158,023 Ordinary Shares, for a total amount of $461.
F-16
B.O.S. BETTER ONLINE SOLUTIONS LTD.
AND ITS SUBSIDIARIES
NOTES TO CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
U.S. dollars in thousands
NOTE 9: - | SHAREHOLDERS’ EQUITY-Cont. |
b. | On June 2020, a total of 53,451 options were exercised for the amount of $109. |
c. | On March 31, 2020 the Company issued 7,665 Ordinary Shares (equivalent to $12) to an officer of the Company as a Bonus, which was approved by the Board of Directors and shareholders. |
d. | On February 19, 2020, the Company, through its wholly owned subsidiary, Ruby Tech Inc. entered into an agreement for a loan from YA in the principal amount of $600,000. The loan bears interest at a rate of 8% per annum, and is guaranteed by the Company and its subsidiary. The loan will be repaid in 12 monthly installments of principal and interest. The loan balance as of June 30, 2020 was $400,000. |
The Company issued to YA warrants to purchase up to 100,000 ordinary shares of the Company at an exercise price of $3.00 per ordinary share. If following six months from the issuance of the warrants the shares underlying the warrants are not subject to an effective registration statement, the warrants may be exercised on a cashless basis. The warrants shall be exercisable for a period of two years from issuance. The Company paid to YA a commitment fee of $15,000.
e. | During the six month ended June 30, 2020, no options were granted. |
f. | On May 16, 2019 the Company entered into and closed a Securities Purchase Agreement with several Investors for the sale of 400,000 Ordinary Shares at a price of $2.50 per share, resulting in gross proceeds of $1 million and $59 issuance expenses. In addition, the Company issued to the investors 240,000 warrants with an exercise price of $3.30 per Ordinary Share. The warrants bare exercisable for 3.5 years and are subject to a three-year vesting period as follows: one third of the warrants shall vest annually (upon the lapse of 12 months, 24 months and 36 months from issuance), provided that on the applicable vesting date the investor did not sell any of the Ordinary Shares purchased in the private placement. Vesting of all of the warrants shall be accelerated in the event that any one or more shareholders acting together acquire a block of 40% of the Company’s issued and outstanding share capital. |
g. | On February 25, 2019 the Company issued 20,858 Ordinary Shares (equivalent to $62) to officers of the Company as bonus payments, which were approved by the Board of Directors and shareholders. |
h. | From February 19, 2019 until March 15, 2019, a total of 125,195 options were exercised for the amount of $316. |
F-17
Exhibit 99.2
MANAGEMENT’S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION FOR THE SIX MONTHS ENDED JUNE 30, 2020 AND JUNE 30, 2019
Revenues for the six months ended June 30, 2020 were $14.95 million, compared to $16.55 million in the six months ended June 30, 2019. The decrease is attributed both to the Supply Chain division and to the RFID division.
Gross profit for the six months ended June 30, 2020 amounted to $2.56 million (a gross margin of 17.1%), compared to $3.38 million (a gross margin of 20.4%) for the six months ended June 30, 2019. The decrease in gross profit is attributable mainly to an inventory impairment related to the Intelligent Robotics division in the amount of $671,000.
Sales and marketing expenses for the six months ended June 30, 2020 were $1.95 million compared to $1.90 million in the six months ended June 30, 2019.
General and administrative expenses for the six months ended June 30, 2020 were $0.84 million, compared to $1.16 million in the six months ended June 30, 2019. The decrease is attributed mainly to the lack in 2020 of costs associated with a special shareholders meeting in the amount of $88,000 and with the Imdecol business acquisition in the amount of $128,000, incurred in the six month ended June 30, 2019.
During the six months ended June 30, 2020, the Company recorded an impairment loss of goodwill and intangible assets related to the Intelligent Robotics division in the amount of $988,000.
Operating loss in the six months ended June 30, 2020 amounted to $1.25 million, compared to an operating income of $325,000 in the six months ended June 30, 2019.
Financial expenses for the six months ended June 30, 2020 were $137,000, compared to $129,000 in the six months ended June 30, 2019.
Net loss in the six months ended June 30, 2020 amounted to $1.385 million, compared to a net income of $176,000 in the six months ended June 30, 2019. On a per share basis, the basic and diluted net loss per share in the six months ended June 30, 2020 was $0.32, compared to a $0.05 net income per share in the six months ended June 30, 2019.
Liquidity and Capital Resources
As of June 30, 2020, we had $1.89 million in long-term bank loans, and current maturities of $662,000. Cash and cash equivalents as of June 30, 2020 amounted to $447,000
On February 19, 2020, the Company, through its wholly owned subsidiary, Ruby Tech Inc. entered into an agreement for a loan from YA II PN, LTD (“YA II”) in the principal amount of $600,000. The loan bears interest at a rate of 8% per annum, and is guaranteed by the Company and its subsidiary, BOS-Odem Ltd. The loan will be repaid in 12 monthly installments of principal and interest. The loan balance as of June 30, 2020 is $400,000.
The Company issued to YA II warrants to purchase up to 100,000 ordinary shares of the Company at an exercise price of $3.00 per ordinary share. The warrants may be exercised on a cashless basis and are exercisable for a period of two years from issuance. The Company paid to YA II a commitment fee of $15,000.
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On May 8, 2017, the Company entered into a Standby Equity Distribution Agreement (“SEDA”), with YA II PN Ltd. (“YA”), for the sale of up to $2,000 of its ordinary shares to YA during a four-year period beginning on March 1, 2018. For each ordinary share purchased under the SEDA, YA will pay 93% of the lowest daily VWAP (as defined below) of the ordinary shares during the three consecutive trading days, following the date of an advance notice from the Company (provided such VWAP is greater than or equal to 90% of the last closing price of the ordinary shares at the time of delivery of the advance notice). Notwithstanding the forgoing, the notice shall not exceed $500. “VWAP” is defined as of any date, to be such date’s daily dollar volume-weighted average price of the ordinary shares as reported by Bloomberg, LP. The Company may terminate the SEDA at any time upon prior notice to YA, as long as there are no advance notices outstanding and the Company has paid to YA all amounts then due.
In connection with the SEDA, the Company issued to YA 67,307 Ordinary shares as a commitment fee. The commitment fee is recorded as prepaid expenses according to the consumption of the SEDA. As of June 30, 2020, the balance of those prepaid expenses was $77,000.
During the six months ended June 30, 2019, the Company issued to YA 158,023 ordinary shares, for a total amount of $461,000.
From February 19, 2019 until March 15, 2019, a total of 125,195 options were exercised for the amount of $316,000.
On February 25, 2019, the Company issued 20,858 ordinary shares (equivalent to $62,000) to officers of the Company related to Bonus payments approved by the Board of Directors and shareholders.
On May 16, 2019 the Company entered into and closed a Securities Purchase Agreement with several
investors for the sale of 400,000 ordinary shares at a price of $2.50 per share, resulting in gross proceeds of $1 million and $55,000 issuance expenses. In addition, the Company issued to the investors 240,000 warrants with an exercise price of $3.30 per ordinary share. The warrants are exercisable for 3.5 years and are subject to a three-year vesting period as follows: one third of the warrants shall vest annually (upon the lapse of 12 months, 24 months and 36 months from issuance), provided that on the applicable vesting date the investor did not sell any of the ordinary shares purchased in the private placement. Vesting of all of the warrants shall be accelerated in the event that any one or more shareholders acting together acquire a block of 40% of the Company’s issued and outstanding share capital.
On March 31, 2020, the Company issued 7,665 ordinary shares (equivalent to $12,000) to officers of the Company as bonus payments approved by the Board of Directors and shareholders.
On June 2020, 53,451 options were exercised for the amount of $109,000.
The Company has a positive working capital of $7.16 million as of June 30, 2020, and it is the Company’s opinion that the current working capital is sufficient for the Company’s present requirements.
Working capital requirements will vary from time-to-time and will depend on numerous factors, including but not limited to, the operating results, scope of sales, supplier and customer credit terms, and acquisition activities.
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We have in-balance sheet financial instruments and off-balance sheet contingent commitments. Our in-balance sheet financial instruments consist of our assets and liabilities. As of June 30, 2020, our trade receivables’ and trade payables’ aging days were 105 and 80 days, respectively. The fair value of our financial instruments is similar to their book value. Our off-balance sheet contingent commitments consist of: (a) royalty commitments that are directly related to our future revenues, (b) lease commitments of our premises and vehicles, and (c) directors’ and officers’ indemnities, in excess of the proceeds received from liability insurance, which we obtain.
Cash Flows
Net cash used in operating activities in the six months ended June 30, 2020 was $285,000, compared to $136,000 in the six months ended June 30, 2019.
Net cash used in investing activities in the six months ended June 30, 2020 amounted to $40,000, compared to $2.12 million in the six months ended June 30, 2019. The decrease is attributed to net cash used for the acquisition of the business operation of Imdecol Ltd. in the amount of $1.9 million in the six months ended June 30, 2019.
Net cash provided by financing activities in the six months ended June 30, 2020 was $368,000, compared to $2.3 million in the six months ended June 30, 2019. During the first six months of 2019, we raised $1.8 million through the issuance of ordinary shares.
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