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 May 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SUBMITTED, TO THE EXTENT NOT SUPERSEDED BY DOCUMENTS OR REPORTS SUBSEQUENTLY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 First Quarter of 2004; Dated May 17, 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: May 17, 2004
B.O.S. BETTER ON-LINE SOLUTIONS LTD. ANNOUNCES FINANCIAL RESULTS OF OPERATIONS
FOR THE FIRST QUARTER OF 2004
TERADYON, ISRAEL - May 17, 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 March 31, 2004.
FIRST QUARTER 2004 - CONSOLIDATED STATEMENT OF OPERATION - CONTINUING SEGMENT:
Results of operations for the first quarter of year 2004 reflected the
reorganization made during the second half of year 2003. The major actions that
were taken were a) marketing our products through distributors in Europe instead
of marketing through subsidiaries, which decreased the revenues and the gross
profit due to the distributors' margin, and b) reduction of headcount cost which
reduced the operating expenses.
As a result of the reorganization and while continuing to support the extensive
development of the Company's distribution channels, the revenues of the first
quarter of year 2004 were reduced by 15.6% to $1.2 million compared to $1.4
million for the first quarter of 2003. The net loss was reduced to $437,000 (or
-$0.10 per share), compared to a net loss of $949,000 (or -$0.30 per share), for
the first quarter of 2003.
The improvement of the operating results reflected in a significant decrease in
the cash used in operating activities to $84,000 for the first quarter of year
2004 compared to $1.2 million for the first quarter of year 2003.
Adiv Baruch, B.O.S.' CEO stated:
"The first quarter results were in line with our expectations. We have
introduced the Company's strategic plan during the first quarter and we are
working according to our budget plan. As part of the plan, we have decided to
focus on three products lines: Connectivity solutions, Communication products,
and Enterprise software utilities. This structure will enable the Company to
leverage the existing assets with a clear path to market. If market conditions
remain the same, we believe that the continuous marketing efforts to develop our
global distribution and reseller channels for each of the products lines, shall
improve our results in the second half of the year."
Edouard Cukierman the Chairman of the Board stated: "During the first quarter,
with the help of the new management, we focused on stabilizing the business, and
now, with the additional talent on board, we will begin to explore our expansion
opportunities both through generic growth and through merger and acquisitions
strategy."
FIRST QUARTER AND THE YEAR 2004 - 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".
There was no significant operation in the discontinued segment in the first
quarter of year 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.
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.
CONSOLIDATED BALANCE SHEETS
--------------------------------------------------------------------------------
U.S. DOLLARS IN THOUSANDS
MARCH 31, DECEMBER 31,
2004 2003
-------- --------
ASSETS
CURRENT ASSETS:
Cash and cash equivalents $ 3,446 $ 3,872
Short-term marketable securities 1,763 1,014
Trade receivables, net 774 1,075
Other accounts receivable and prepaid expenses 332 317
Inventories 1,000 961
-------- --------
TOTAL CURRENT ASSETS 7,315 7,239
-------- --------
LONG-TERM INVESTMENTS:
Long term marketable securities 1,370 1,862
Severance pay funds 664 684
Investment in a company 3,112 3,112
-------- --------
TOTAL LONG-TERM INVESTMENTS 5,146 5,658
-------- --------
PROPERTY AND EQUIPMENT, NET 566 598
-------- --------
GOODWILL 741 741
-------- --------
ASSETS RELATED TO DISCONTINUING SEGMENT 42 119
-------- --------
TOTAL ASSETS $ 13,810 $ 14,355
======== ========
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES:
Trade payables $ 574 $ 464
Employee and payroll accruals 381 404
Deferred revenues 387 378
Accrued and other liabilities 802 911
-------- --------
TOTAL CURRENT LIABILITIES 2,144 2,157
-------- --------
ACCRUED SEVERANCE PAY 925 951
-------- --------
LIABILITIES RELATED TO DISCONTINUING SEGMENT 272 374
-------- --------
SHAREHOLDERS' EQUITY:
Share capital 4,309 4,309
Additional paid-in capital 43,130 43,097
Accumulated deficit (36,970) (36,533)
-------- --------
TOTAL SHAREHOLDERS' EQUITY 10,469 10,873
-------- --------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $ 13,810 $ 14,355
======== ========
CONSOLIDATED STATEMENTS OF OPERATIONS
--------------------------------------------------------------------------------
YEAR ENDED
THREE MONTHS ENDED MARCH 31, DECEMBER
---------------------------- 31,
2004 2003 2003
----------- -----------
Revenues $ 1,189 $ 1,410 $ 5,728
Cost of revenues 519 454 1,794
Non recurring royalty reversal - - (339)
----------- ----------- -----------
Gross profit 670 956 4,273
----------- ----------- -----------
Operating expenses:
Research and development 423 607 2,129
Less - grants and participation - - (283)
Selling and marketing 292 882 2,178
General and administrative 407 411 1,317
Restructuring and related costs - - 678
----------- ----------- -----------
Total operating expenses 1,122 1,900 6,019
----------- ----------- -----------
Operating loss (452) (944) (1,746)
Financial income (expenses), net 15 (5) 109
Other expenses, net - - (795)
----------- ----------- -----------
Net loss from continuing segments (437) (949) (2,432)
----------- ----------- -----------
Net earning related to discontinuing segment - 1,507 2,036
----------- ----------- -----------
Net earning (loss) (437) 558 (396)
=========== =========== ===========
Basic and diluted net loss per share from continuing
segment $ (0.10) $ (0.30) $ (0.66)
=========== =========== ===========
Basic and diluted net earning per share from
discontinuing segment $ - $ 0.48 $ 0.55
=========== =========== ===========
Basic and diluted net earning (loss) per share $ (0.10) $ 0.18 $ (0.11)
=========== =========== ===========
Weighted average number of shares used in computing
basic and diluted net earning (loss) per share 4,167,509 3,171,881 3,683,058
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