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 2004
B.O.S. BETTER ON-LINE SOLUTIONS, LTD.
(Translation of Registrant's Name into English)
100 BOS ROAD, TERADION 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 5 AND 7 THRU 8 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) 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WHICH THIS REPORT IS SUBMITTED, TO THE EXTENT NOT SUPERSEDED BY DOCUMENTS OR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 On-line Solutions Ltd. Announces Financial Results of Operations
for the Second Quarter of 2004; Dated August 23, 2004.
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, 2004
B.O.S. BETTER ON-LINE SOLUTIONS LTD. ANNOUNCES FINANCIAL RESULTS FOR THE SECOND
QUARTER OF 2004
TERADYON, ISRAEL - August 23, 2004 - B.O.S. Better On-line Solutions Ltd. (the
"Company" or "BOS") (NASDAQ:BOSC, TASE:BOS) announced today its financial
results for the quarter ended June 30, 2004.
FINANCIAL RESULTS OF CONTINUING SEGMENTS
1. Revenues for the second quarter ended June 30, 2004 were $1.4 million,
compared to $1.2 million for the quarter ended March 31, 2004 and $1.5
million for the quarter ended June 30, 2003. The net loss in the
second quarter of 2004 was narrowed to $387,000 (or -$0.10 per share),
compared to net loss of $437,000 or (-$0.10 per share) in the first
quarter of 2004 and $969,000 or (-$0.25 per share) in the second
quarter of 2003.
2. Second quarter gross profit decreased to 49% of revenues, compared to
69% in the second quarter of 2003. The decrease mainly reflects lower
revenues from more profitable products as well as from a change in the
Company's product mix.
3. The operating expenses for the second quarter narrowed to $1 million,
compared to $2 million for the second quarter of 2003. The decrease
mainly reflects the results of reorganization made during the second
half of the year 2003.
4. Revenues for the six months ended June 30, 2004, were $2.6 million,
compared to $2.9 million for the six months ended June 30, 2003. The
net loss for the six months ended June 30, 2004 was $824,000 or
(-$0.20 per share), compared to a net loss of $1.9 million or (-$0.55
per share) for the six months ended June 30, 2003.
5. As of June 30, 2004, the Company's balance sheet shows liquid
financial resources (cash and equivalents, deposits and marketable
securities) of $8 million and a convertible liability note (long and
short term) of $1.9 million.
6. Adiv Baruch, B.O.S.' CEO stated:
"We are continuing to work according to our planned budget and we are
in line with our expectations. During the quarter the revenues
increased by 17.4% and the net loss decreased by 11.4%, compared to
the first quarter of 2004, reflecting the strengthening of our
communication VOIP product line. Also, we have finalized our $2
Million financing transaction from Laurus Master Fund Ltd., enabling
us to move forward with our mergers and acquisitions and expansion
plans."
FINANCIAL RESULTS OF DISCONTINUED SEGMENT
7. The Company discloses the financial information related to its US
subsidiary, Pacific Information Systems, Inc. ("Pacinfo") in
accordance with accounting standards for "discontinued operations".
8. There was no significant operation in the discontinued segment in the
six months ended June 30, 2004.
ABOUT B.O.S.
Through its wholly owned subsidiary, BOScom, the Company develops, produces and
markets multi-functional, cross-enterprise communication and networking
products. Marketed under the BOSaNOVA brand, these products are renowned for
their simplicity of use, quality, and reliability.
Communication line (www.boscom.com) offers VOIP innovative convergence migration
solutions that leverage a corporation's existing equipment infrastructure.
The Connectivity line (www.bosweb.com) provides solutions for IBM midrange-to-PC
and LAN connectivity and GUI emulation, and printing solutions that are
operating system-independent.
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Software Utilities line (www.printbos.com) provides solutions for document
design, distribution and management for a wide range of operating systems,
including mainframe and UNIX.
B.O.S. (www.boscorporate.com) was established in 1990 and became a public
company traded on the Nasdaq National Market in 1996 (Nasdaq:BOSC - News), and
on the Tel Aviv Stock Market in 2002 (TASE:BOS).
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.
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CONSOLIDATED BALANCE SHEETS
-------------------------------------------------------------------------------
U.S. DOLLARS IN THOUSANDS
JUNE 30, DECEMBER 31,
2004 2003
-------- --------
ASSETS
CURRENT ASSETS:
Cash and cash equivalents $ 5,316 $ 3,872
Short-term marketable securities 1,556 1,014
Trade receivables, net 819 1,075
Other accounts receivable and prepaid expenses 773 317
Inventories 899 961
-------- --------
TOTAL CURRENT ASSETS 9,363 7,239
-------- --------
LONG-TERM INVESTMENTS:
Long term marketable securities 1,149 1,862
Severance pay funds 698 684
Investment in a company 3,112 3,112
-------- --------
TOTAL LONG-TERM INVESTMENTS 4,959 5,658
-------- --------
PROPERTY AND EQUIPMENT, NET 533 598
-------- --------
GOODWILL 741 741
-------- --------
ASSETS RELATED TO DISCONTINUING SEGMENT 4 119
-------- --------
TOTAL ASSETS $ 15,600 $ 14,355
======== ========
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES:
Current maturities of long term convertible note $ 234 $ -
Trade payables 548 464
Employee and payroll accruals 435 404
Deferred revenues 339 378
Accrued and other liabilities 936 911
-------- --------
TOTAL CURRENT LIABILITIES 2,492 2,157
-------- --------
LONG TERM LIABILITIES:
Long term Convertible note 1,669 -
Accrued severance pay 986 951
-------- --------
TOTAL LONG TERM LIABILITIES 2,655 951
-------- --------
LIABILITIES RELATED TO DISCONTINUING SEGMENT 260 374
-------- --------
SHAREHOLDERS' EQUITY:
Share capital 4,309 4,309
Additional paid-in capital 43,259 43,097
Accumulated deficit (37,375) (36,533)
-------- --------
TOTAL SHAREHOLDERS' EQUITY 10,193 10,873
-------- --------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $ 15,600 $ 14,355
======== ========
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CONSOLIDATED STATEMENTS OF OPERATIONS
-------------------------------------------------------------------------------
U.S. DOLLARS IN THOUSANDS
SIX MONTHS ENDED THREE MONTHS ENDED YEAR ENDED
JUNE 30, JUNE 30, DECEMBER 31,
-------------------------- -------------------------- -----------
2004 2003 2004 2003 2003
----------- ----------- ----------- ----------- -----------
Revenues $ 2,586 $ 2,897 $ 1,397 $ 1,487 $ 5,728
Cost of revenues 1,236 918 717 464 1,794
Non recurring royalty reversal - - - - (339)
----------- ----------- ----------- ----------- -----------
Gross profit 1,350 1,979 680 1,023 4,273
----------- ----------- ----------- ----------- -----------
Operating expenses:
Research and development 941 1,263 518 656 2,129
Less - grants and participation (211) - (211) - (283)
Selling and marketing 637 1,725 345 843 2,178
General and administrative 815 705 408 294 1,317
Restructuring and related costs - 267 - 267 678
----------- ----------- ----------- ----------- -----------
Total operating expenses 2,182 3,960 1,060 2,060 6,019
----------- ----------- ----------- ----------- -----------
Operating loss (832) (1,981) (380) (1,037) (1,746)
Financial income (expenses), net 8 13 (7) 18 109
Other income (expenses), net - 50 - 50 (795)
----------- ----------- ----------- ----------- -----------
Net loss from continuing segments (824) (1,918) (387) (969) (2,432)
----------- ----------- ----------- ----------- -----------
Net earning (loss) related to discontinuing
segment (18) 1,672 (18) 165 2,036
----------- ----------- ----------- ----------- -----------
Net loss $ (842) $ (246) (405) (804) (396)
=========== =========== =========== =========== ===========
Basic and diluted net loss per share from
continuing segment $ (0.20) $ (0.55) $ (0.10) $ (0.25) $ (0.66)
=========== =========== =========== =========== ===========
Basic and diluted net earning per share from
discontinuing segment $ - $ 0.48 $ - $ 0.04 $ 0.55
=========== =========== =========== =========== ===========
Basic and diluted net loss per share $ (0.20) $ (0.07) $ (0.10) $ (0.21) $ (0.11)
=========== =========== =========== =========== ===========
Weighted average number of shares used in
computing basic and diluted net earning (loss)
per share 4,162,126 3,488,019 4,162,126 3,804,156 3,683,058
=========== =========== =========== =========== ===========
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