FORM 6 - K
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Report of Foreign Issuer
Pursuant to Rule 13a - 16 or 15d -16
of the Securities Exchange Act of 1934
For the Month of August 2005
B.O.S. BETTER ON-LINE SOLUTIONS, LTD.
(Translation of Registrant's Name into English)
100 BOS ROAD, TERADYON 20179, ISRAEL
(Address of Principal Corporate Offices)
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 [X] 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): ___________
Indicate by check mark whether the registrant by furnishing the information
contained in this form is also thereby furnishing the information to the
Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.
Yes [_] No [X]
If "Yes" is marked, indicate below the file number assigned to the registrant in
connection with Rule 12g3-2(b): N/A
THE INFORMATION IN PARAGRAPHS 1 THRU 9 OF THE REGISTRANT'S PRESS RELEASE
ATTACHED TO THIS FORM 6-K IS HEREBY INCORPORATED BY REFERENCE INTO THE
REGISTRANT'S REGISTRATION STATEMENTS ON FORM F-3 (NO. 333-117529) AND FORM S-8
(NOS. 333-110696, 333-100971 AND 333-11650), AND TO BE A PART THEREOF FROM THE
DATE ON WHICH THIS REPORT IS SUBMITTED, TO THE EXTENT NOT SUPERSEDED BY
DOCUMENTS OR REPORTS SUBSEQUENTLY FILED OR FURNISHED.
Attached hereto and incorporated by reference is the following Registrant's
press release:
B.O.S. Better Online Solutions Ltd. Reports Results for the Second Quarter of
2005; Dated August 23, 2005.
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 On-Line Solutions, Ltd.
(Registrant)
By: /S/ Adiv Baruch
-------------------
Adiv Baruch
President and CEO
Dated: August 23, 2005
B.O.S. BETTER ONLINE SOLUTIONS LTD. REPORTS RESULTS FOR THE SECOND QUARTER OF
2005
- REVENUES INCREASED 424%
TERADYON, Israel--(BUSINESS WIRE) - August 23, 2005--B.O.S. Better Online
Solutions Ltd. (the "Company" or "BOS") (NASDAQ:BOSC - NEWS; TASE:BOSC) reported
today its results for the quarter ended June 30, 2005.
Revenues for the second quarter of 2005 were $7.3M, an increase of 424% as
compared to $1.4M for the second quarter of 2004. Our revenues increased mainly
due to the consolidation of Odem Electronic Technologies 1992 Ltd. ("Odem")
(related to the Electronic Component operating segment), acquired in November
2004, and Quasar Telecom (2004) Ltd. (related to the Communication operating
segment), which began operating during late September 2004.
Loss from continuing operations for the second quarter of 2005 was $940,000 (or
-$0.19 per share) compared to a loss of $447,000 (or -$0.11 per share), for the
second quarter of 2004.
Operating loss for the second quarter of 2005 was $431,000, compared to
operating loss of $380,000 for the second quarter of 2004.
Gross profit for the second quarter of 2005 increased 194% to $2M, compared to
$680,000 for the second quarter of 2004.
In the second quarter of 2005, the Company recorded income from grants from the
Office of the Israeli Chief Scientist in the amount of $133,000. During the
second quarter of 2005, the Office of the Israeli Chief Scientist confirmed its
participation in the financing of the Company's annual development program of
the Communication segment, in the total amount of $350,000.
Financial expenses for the second quarter of 2005 were $161,000, compared to
financial expenses of $7,000, for the second quarter of 2004. Financial expenses
for the second quarter of 2005 include interest expenses in the amount of
$119,000 related to the convertible note, which was issued to Laurus Master Fund
in June 2004. In July 2005, Laurus has given notice of conversion of
approximately $1.58M of the note principle amount and accrued interest into
540,293 ordinary shares of the Company. Thus, the balance of the note was
converted.
Revenues for the six months ended June 30, 2005 amounted to $14.6M, an increase
of 464% as compared to $2.6M for the six months ended June 30, 2004. Loss from
continuing operations for such period amounted to $1.9M (or -$0.39 per share)
compared to net loss of $1M (or -$0.28 per share) for the six months ended June
30, 2004.
As of June 30, 2005, the Company's balance sheet shows financial resources
(cash, cash equivalents and marketable securities) of $6.4M and loans (long and
short term) of $4.7M. On June 30, 2005 the Company completed a private placement
in the total amount of $2.2 million. $1.45M were received by the Company before
June 30, 2005, and an additional $750,000 were received during July 2005.
On July 18, 2005, BOScom, Ltd., the Company's wholly-owned subsidiary, signed an
asset purchase agreement with Consist Technologies Ltd. and Consist
International Inc. (collectively, "Consist"), for the sale of its PrintBOS
activities in consideration of $500,000 plus a contingent payment in each of the
next three years equal to 6-10% of the future revenues exceeding $1M per year,
that Consist generates from the PrintBOS activities. The closing of the
transaction is subject to approval of the Office of the Israeli Chief Scientist.
This agreement is a step in the implementation of BOS' strategy to sell non-core
businesses in order to enhance its profitable activities.
ADIV BARUCH, BOS' CEO STATED: "BOS`S RESULTS AND ACTIVITIES ARE IMPROVING AND WE
EXPECT A FURTHER IMPROVEMENT IN THE UPCOMING QUARTERS. WE ARE PLEASED WITH
ODEM'S RESULTS AND IMPROVED MARGINS - THAT EXCEEDED OUR EXPECTATIONS. WE
CONSIDER THE CONVERSION OF DEBT INTO SHARES, AFFECTED BY LAURUS IN JULY 2005, AN
ACT OF SUPPORT AND CONFIDENCE IN BOS' FUTURE."
EDOUARD CUKIERMAN, CHAIRMAN OF BOS COMMENTED: "BOS IS TAKING SOME STRATEGIC
STEPS IN ORDER TO ENHANCE ITS ACTIVITIES AND FINANCIAL RESULTS. WE ARE IN THE
PROCESS OF SELLING NON-CORE ACTIVITIES AND CONTINUE TO FOCUS OUR ATTENTION ON
GROWING PROMISING DIVISIONS. WE HAVE FULL CONFIDENCE THESE STEPS WILL YIELD TO
THE BENEFIT OF ALL SHARE HOLDERS. "
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About BOS
B.O.S. Better Online Solutions Ltd. (the "Company" or "BOS") (NASDAQ:BOSC;
TASE:BOSC) was established in 1990. BOS develops and markets innovative products
that improve enterprise communications and operations. Its activities are
focused on three domains:
o Communications products- providing easy to install and affordable VoIP
and cellular gateways solutions for businesses. BOS communications
products leverage existing infrastructure, radically reduce costs and
facilitate operations.
o Connectivity products marketed under the BOSaNOVA brand name. These
products deliver instant and transparent connectivity from IBM iSeries
computers to personal computers, thin clients and browsers.
o Software utilities solutions for the design, distribution and
management of documents for a range of operating systems, including
mainframe, iSeries, Linux, UNIX, and for various enterprise
applications - ERP, CRM, financial and healthcare applications.
In addition BOS supplies electronic and RFID components and technology design
services through the ODEM Division, based on Odem Electronic Technologies 1992
Ltd., in which a controlling stake was recently acquired. BOS,
www.boscorporate.com is traded on NASDAQ (NASDAQ: BOSC - NEWS) and on the
Tel-Aviv stock exchange (TASE: BOSC).
The forward-looking statements contained herein reflect management's current
views with respect to future events and financial performance. These
forward-looking statements are subject to certain risks and uncertainties that
could cause the actual results to differ materially from those in the
forward-looking statements, all of which are difficult to predict and many of
which are beyond the control of BOS, including, but not limited to, those risks
and uncertainties detailed in BOS' periodic reports and registration statements
filed with the U.S. Securities Exchange Commission. BOS undertakes no obligation
to publicly update or revise any such forward-looking statements to reflect any
change in its expectations or in events, conditions or circumstances on which
any such statements may be based, or that may affect the likelihood that actual
results will differ from those set forth in the forward-looking statements.
----------
CONTACT:
Gelbart-Kahana Public Relations & Investors Relations
Ms. Shelly Horkin +972-3-6074717
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CONSOLIDATED STATEMENTS OF OPERATIONS
--------------------------------------------------------------------------------
U.S. DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA
SIX MONTHS ENDED THREE MONTHS ENDED
JUNE 30, JUNE 30, YEAR ENDED
------------------------ ------------------------ DECEMBER 31,
2005 2004 2005 2004 2004
-------- -------- -------- -------- --------
Revenues $ 14,593 $ 2,586 $ 7,321 $ 1,397 $ 8,282
Cost of revenues 10,598 1,236 5,284 717 4,608
-------- -------- -------- -------- --------
Gross profit 3,995 1,350 2,037 680 3,674
-------- -------- -------- -------- --------
Operating expenses:
Research and development 1,457 941 721 518 2,296
Less - grants and participation (133) (211) (133) (211) (492)
Selling and marketing 1,918 637 999 345 1,706
General and administrative 1,717 815 881 408 1,705
-------- -------- -------- -------- --------
Total operating expenses 4,959 2,182 2,468 1,060 5,215
-------- -------- -------- -------- --------
Operating loss (964) (832) (431) (380) (1,541)
Financial income (expenses), net (322) 8 (161) (7) (158)
Other income (expenses), net 27 - 27 - -
-------- -------- -------- -------- --------
Loss before taxes on income (1,259) (824) (565) (387) (1,699)
Taxes on income (234) (175) (20)
Equity in losses of an affiliated company (240) (135) (95) (60) (308)
Minority interest in earning of a subsidiary (150) (105) (17)
-------- -------- -------- -------- --------
Loss from continuing operations (1,883) (959) (940) (447) (2,044)
Loss related to discontinuing segment - (18) - (18) (9)
-------- -------- -------- -------- --------
Net loss $ (1,883) $ (977) $ (940) $ (465) $ (2,053)
Basic and diluted net loss per share from
continuing segment $ (0.39) $ (0.28) $ (0.19) $ (0.11) $ (0.44)
======== ======== ======== ======== ========
Basic and diluted net earning per share from
discontinuing segment $ - $ - $ - $ - $ -
======== ======== ======== ======== ========
Basic and diluted net loss per share $ (0.39) $ (0.28) $ (0.19) $ (0.11) $ (0.44)
======== ======== ======== ======== ========
--------------------------------------------------------------------------------
REVENUES AND GROSS PROFIT FOR OPERATING SEGMENTS FOR THE SECOND QUARTER OF 2005
AND 2004
ELECTRONIC
CONNECTIVITY COMMUNICATION COMPONENTS TOTAL
------------------- ------------------- ---------------- -------------------
THREE MONTHS ENDED THREE MONTHS ENDED THREE MONTHS ENDED THREE MONTHS ENDED
JUNE 30, JUNE 30, JUNE 30, JUNE 30,
------------------- ------------------- ---------------- -------------------
2005 2004 2005 2004 2005 2004 2005 2004
------ ------ ------ ------ ------ --- ------ ------
Revenues $1,055 $1,248 $ 872 $ 149 $5,450 $ - $7,321 $1,397
====== ====== ====== ====== ====== === ====== ======
Gross profit $ 600 $ 669 $ 267 $ 11 $1,170 $ - $2,037 $ 680
====== ====== ====== ====== ====== === ====== ======
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CONSOLIDATED BALANCE SHEETS
--------------------------------------------------------------------------------
U.S. DOLLARS IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA
JUNE 30, DECEMBER 31,
2005 2004
------- -------
ASSETS
CURRENT ASSETS:
Cash and cash equivalents $ 4,246 $ 2,578
Marketable securities 1,675 2,324
Trade receivables 5,277 4,557
Other accounts receivable and prepaid expenses 1,621 722
Inventories 3,511 3,086
------- -------
Total current assets 16,330 13,267
------- -------
LONG-TERM ASSETS:
Marketable securities 460 757
Severance pay fund 1,096 1,143
Investment in affiliated company 2,232 2,472
Property, plant and equipment, net 985 1,019
Goodwill 1,573 1,569
Customer list, net 1,327 1,389
Other intangible assets, net 426 471
Other assets 342 398
------- -------
Total long-term assets 8,441 9,218
$24,771 $22,485
======= =======
JUNE 30, DECEMBER 31,
2005 2004
------- -------
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES:
Short term loans from banks $ 3,162 $ 1,354
Current maturities of long-term bank loans and convertible note 809 643
Trade payables 3,575 3,845
Employees and payroll accruals 724 664
Deferred revenues 492 364
Accrued expenses and other liabilities 1,395 1,141
------- -------
Total current liabilities 10,157 8,011
------- -------
LONG-TERM LIABILITIES:
Bank loans (net of current maturities) 28 54
Convertible note (net of current maturities) 694 1,151
Put option issued to minority shareholders in a subsidiary 359 359
Deferred taxes 332 348
Accrued severance pay 1,318 1,468
------- -------
TOTAL long-term liabilities 2,731 3,380
MINORITY INTEREST IN A SUBSIDIARY 948 809
======= =======
LIABILITIES RELATED TO DISCONTINUED OPERATIONS 237 237
======= =======
SHAREHOLDERS' EQUITY 10,698 10,048
======= =======
TOTAL liabilities and shareholder's equity $24,771 $22,485
======= =======
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