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 March 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 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
THIS REPORT ON FORM 6-K IS HEREBY INCORPORATED BY REFERENCE INTO THE
REGISTRANT'S REGISTRATION STATEMENTS ON 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SUBMITTED, TO THE EXTENT NOT SUPERSEDED BY DOCUMENTS OR REPORTS SUBSEQUENTLY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 Fourth Quarter and 2003; Dated March 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: March 23, 2004
B.O.S. - BETTER ON-LINE SOLUTIONS LTD.
B.O.S. BETTER ON-LINE SOLUTIONS LTD. ANNOUNCES FINANCIAL RESULTS OF OPERATIONS
FOR THE FOURTH QUARTER AND 2003
OPERATING INCOME FROM CONTINUING SEGMENT IN THE FOURTH QUARTER OF 2003.
TERADYON, ISRAEL - March 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 fourth quarter and the year 2003.
Revenues for 2003 were $5.7 million compared to $9.4 million in 2002 a decrease
of 39% mainly due to the fact that in 2003 the Company began marketing through a
master distributor and not through its subsidiaries.
The Company's research and development plan for 2003 was approved by the Office
of the Chief Scientist and as a result the Company recognized $283,000 as a
reduction of its R&D costs.
Net loss for the 2003 from the continuing segment was 2.4 million (or -$0.66 per
share), compared to a net loss of $243,000 (or -$0.08 per share) for 2002. The
net loss of year 2003 includes expenses of $678,000 due to restructuring cost
and $840,000 due to impairment of investment in a company.
Total cash and investments were $6.7 million as of December 31, 2003.
FOURTH QUARTER 2003 - CONSOLIDATED STATEMENT OF OPERATION (CONTINUING SEGMENT):
Net loss for the fourth quarter of 2003 from the continuing segment was $680,000
(or -$0.17 per share), compared to a net profit of $122,000 (or $0.04 per share)
for the fourth quarter of 2002.
The Company reported cost of $840,000 derived from an impairment of long-term
investment in a company. Revenues for the fourth quarter of 2003 were $1.5
million, lower than the fourth quarter of 2002 by 47%, the reduction in
comparison to 2002 mainly due to the fact that in 2003 the Company began
marketing through a master distributor and not through its subsidiaries.
Gross profit margin for the fourth quarter of 2003 was 74% compared to 76% for
the fourth quarter of 2002.
Operation income for the fourth quarter of 2003, excluding restructuring cost
totaled $229,000 compared to $142,000 for the fourth quarter of 2002.
Net income from the continuing segment for the fourth quarter of 2003, excluding
impairment of investment and restructuring totaled $246,000, compared to net
income of $122,000 for the fourth quarter of 2002.
As of January 1, 2003 the Company has been preparing consolidated financial
statements in accordance with United States Generally Accepted Accounting
Principles ("U.S. GAAP").
Adiv Baruch, B.O.S.' CEO stated:
"Year 2003 took in consideration the slow down that impacted the IT industry and
the Telecom sector in particular, We have been able to monitor the expenses of
the Company and generate positive cash flow in the fourth quarter, while
continuing to support the extensive development of our VOIP products."
Edouard Cukierman the Chairman of the Board stated:
"We are continuing to progress according to our restructuring plan, while the
Company generates cash from its operation. We will be able to drive the Company
forward with greater focus on marketing and business development."
FOURTH QUARTER AND THE YEAR 2003 - DISCONTINUED SEGMENT
The Company discloses the financial information related to its US subsidiary,
Pacific Information Systems, Inc. ("Pacinfo") in accordance with accounting
standards for "discontinued operations".
The net loss from the discontinued segment for the fourth quarter of 2003 was
$78,000 (or -$0.02 per share) compared to a net loss of $1.35 million for the
fourth quarter of 2002 (or -$0.43 per share), and a net earning of $2.0 million
(or $0.55 per share) for the year 2003, compared to a net loss of $7.7 million
(or -$2.46 per share) for 2002.
Net loss from continuing and discontinued segment for the fourth quarter of 2003
was $758,000 (or -$0.19 per share) compared to net loss a net loss of $1.2
million (or -$0.39 per share) for the fourth quarter of 2002), and a net loss of
$396,000 (or -$0.11 per share) for the year 2003, compared to a net loss of $7.9
million (or -$2.54 per share) for 2002.
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.
The IP Telephony line (WWW.BOSCOM.COM) offers innovative convergence migration
solutions that leverage a corporation's existing equipment infrastructure.
The legacy 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.
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), and on the
Tel Aviv Stock Market in 2002 (TASE:BOS).
For further information, please contact:
Mr. Nehemia Kaufman
Tel. +972-4- 9907555
e-Mail: IR@BOSCOM.COM
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.
CONSOLIDATED BALANCE SHEETS
--------------------------------------------------------------------------------
U.S. DOLLARS IN THOUSANDS
DECEMBER 31, DECEMBER 31,
2003 2002
-------- --------
----------------------
ASSETS
CURRENT ASSETS:
Cash and cash equivalents $ 3,872 $ 5,246
Restricted cash - 700
Short-term marketable securities 1,014 768
Trade receivables 1,075 1,523
Other accounts receivable and prepaid expenses 317 433
Inventories 961 855
-------- --------
TOTAL CURRENT ASSETS 7,239 9,525
-------- --------
LONG-TERM INVESTMENTS:
Long term marketable securities 1,862 2,226
Long term prepaid expenses - 15
Severance pay funds 684 563
Investment in a company 3,112 2,042
-------- --------
TOTAL LONG-TERM INVESTMENTS 5,658 4,846
-------- --------
PROPERTY AND EQUIPMENT, NET 598 965
-------- --------
GOODWILL 741 741
-------- --------
ASSETS RELATED TO DISCONTINUED SEGMENTS 119 1,115
-------- --------
TOTAL ASSETS $ 14,355 $ 17,192
======== ========
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES:
Trade payables $ 464 $ 1,044
Employee and payroll accruals 404 717
Deferred revenues 378 491
Accrued and other liabilities 911 1,293
-------- --------
TOTAL CURRENT LIABILITIES 2,157 3,545
-------- --------
ACCRUED SEVERANCE PAY 951 794
-------- --------
LIABILITIES RELATED TO DISCONTINUED SEGMENTS 374 4,131
-------- --------
SHAREHOLDERS' EQUITY:
Share capital 4,309 3,690
Additional paid-in capital 43,097 41,169
Accumulated deficit (36,533) (36,137)
-------- --------
TOTAL SHAREHOLDERS' EQUITY 10,873 8,722
-------- --------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $ 14,355 $ 17,192
======== ========
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CONSOLIDATED STATEMENTS OF OPERATIONS
--------------------------------------------------------------------------------
THREE MONTHS ENDED YEAR ENDED
DECEMBER 31, DECEMBER 31,
---------------------------- ----------------------------
2003 2002 2003 2002
----------- ----------- ----------- -----------
---------------------------- ----------------------------
Revenues $ 1,526 $ 2,891 $ 5,728 $ 9,441
Cost of revenues 394 700 1,794 2,300
Non recurring royalty reversal - - (339) -
----------- ----------- ----------- -----------
Gross profit 1,132 2,191 4,273 7,141
----------- ----------- ----------- -----------
Operating expenses:
Research and development 442 626 2,129 2,182
Less - grants and participation (80) - (283) -
Selling and marketing 244 947 2,178 3,705
General and administrative 297 476 1,317 1,697
Restructuring and related costs 86 - 678 -
----------- ----------- ----------- -----------
Total operating expenses 989 2,049 6,019 7,584
----------- ----------- ----------- -----------
Operating income (loss) 143 142 (1,746) (443)
Financial income, net 27 17 109 295
Other expenses, net (850) (37) (795) (95)
----------- ----------- ----------- -----------
Net earning (loss) from continuing segment (680) 122 (2,432) (243)
----------- ----------- ----------- -----------
Net earning (loss) related to discontinued segments (78) (1,350) 2,036 (7,674)
----------- ----------- ----------- -----------
Net loss (758) (1,228) (396) (7,917)
=========== =========== =========== ===========
Basic and diluted net earning (loss) per share from
continuing segment $ (0.17) $ 0.04 $ (0.66) $ (0.08)
=========== =========== =========== ===========
Basic net earning (loss) per share from discontinued
segments $ (0.02) $ (0.43) $ 0.55 $ (2.46)
=========== =========== =========== ===========
Diluted net earning (loss) per share from
discontinued segments $ (0.02) $ (0.43) $ 0.55 $ (2.46)
=========== =========== =========== ===========
Basic and diluted net loss per share $ (0.19) $ (0.39) $ (0.11) $ (2.54)
=========== =========== =========== ===========
Weighted average number of shares used in computing
basic net earning (loss) per share 3,926,268 3,158,661 3,683,058 3,115,236
=========== =========== =========== ===========
Weighted average number of shares used in computing
diluted net earning (loss) per share 3,926,268 3,158,661 3,718,477 3,115,236
=========== =========== =========== ===========