Washington, D.C. 20549
Indicate by check mark whether the registrant files or will file annual
reports under cover Form 20-F or Form 40-F.
B.O.S. Better Online Solutions Ltd.
The GAAP financial statements, included in the
Press Release that is attached to this Form 6-K, are 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by us under the Securities Act of 1933, as amended, to the extent not superseded by documents or reports subsequently filed or furnished.
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.
Exhibit 99.1
BOS Reports Second Quarter and First Half 2026
Financial Results
Second Quarter Revenue Grew 29% Year-Over-Year
to $14.9 Million
Raises Full-Year 2026 Net Income Guidance
RISHON LE ZION, Israel, August 20, 2026 -- BOS Better Online
Solutions Ltd. (“BOS” or the “Company”) (Nasdaq: BOSC), an integrator of supply chain technologies for the aerospace,
defense, industrial and retail sectors, today announced its financial results for the second quarter and first half ended June 30, 2026.
Second Quarter 2026 Financial Highlights
| ● | Revenue was $14.9 million, up 29% from $11.5 million in the
second quarter of 2025. |
| ● | Gross profit was $3.4 million, or 23.0% of revenue, compared
to $2.6 million, or 22.8% of revenue, in the second quarter of 2025. |
| ● | Operating income was $1.1 million, compared to $0.1 million
in the second quarter of 2025, which included a $0.7 million goodwill impairment charge. |
| ● | EBITDA was $1.3 million, compared to $0.9 million in the
second quarter of 2025. |
| ● | Net income was $1.4 million, or $0.19 per diluted share,
compared to net income of $0.8 million, or $0.12 per diluted share, in the second quarter of 2025. |
First Half 2026 Financial Highlights
| ● | Revenue was $26.2 million, compared to $26.6 million in the
first half of 2025. |
| ● | Gross profit was $6.2 million, or 23.8% of revenue, compared
to $6.2 million, or 23.4% of revenue, in the first half of 2025. |
| ● | Operating income was $1.7 million, compared to $1.8 million
in the first half of 2025; the 2025 period included a $0.7 million goodwill impairment charge. |
| ● | EBITDA was $2.2 million, compared to $2.8 million in the
first half of 2025. |
| ● | Net income was $2.1 million, or $0.30 per diluted share,
compared to net income of $2.1 million, or $0.33 per diluted share, in the first half of 2025. |
“Second-quarter 2026 revenue grew 29% year-over-year, helping
offset a softer first quarter of 2026 and bringing first-half 2026 revenue roughly in line with last year,” said Eyal Cohen, BOS’
CEO. “Our backlog remained at a record $31 million as of the end of the second quarter of 2026, unchanged from the previous quarter,
despite 30% quarter-over-quarter revenue growth. Approximately $20 million of the backlog is scheduled for delivery by year-end. Together
with first-half revenue, this amount represents approximately 91% of our full-year 2025 revenue. Accordingly, we continue to expect full-year
2026 revenue to exceed $51 million, and we are raising our net income guidance to exceed $3.6 million.
Growth in the first half was led by our RFID division, up 17.5% year-over-year,
while Supply Chain revenue softened by 5.8%, which we view as temporary based on backlog trends,” concluded Eyal Cohen.
Moshe Zeltzer, BOS’ Chief Financial Officer, stated: “The depreciation
of the U.S. dollar against the New Israeli Shekel increased our operating expenses by approximately $0.6 million in the first half of
2026, compared to the first half of 2025, creating pressure on our profitability. We are responding to the depreciation of the U.S. dollar
by working to accelerate revenue growth and improve gross profit margins.
The diluted earnings per share for the first half declined to $0.30
from $0.33 in the comparable period primarily due to 970,000 shares issued upon warrant and option exercises in the second half of 2025.
The proceeds from the exercises amounted to $2.9 million, which we plan to deploy toward acquisitions that are expected to increase our
earnings. We remain focused both on organic growth across all three divisions and on continuing to evaluate selective bolt-on acquisitions.”
Investor Conference Call
BOS will host a video conference meeting on August 20, 2026, at 8:30
a.m. EDT. A question-and-answer session will follow management’s presentation. To access the video conference meeting, please click on
the following link:
https://us06web.zoom.us/j/82362585684?pwd=TxUMoGZQB7b9WbbKaNtkDb3Tn95gEq.1
For those unable to participate in the video conference, a recording
of the meeting will be available the next day on the BOS website: www.boscom.com
About BOS
BOS integrates cutting-edge technologies to streamline and enhance
supply chain operations for global customers in the aerospace, defense, industrial and retail sectors. The Company operates three specialized
divisions:
Supply Chain Division
Distributes and integrates franchised electronic components directly
into customer products.
RFID Division
Optimizes customers’ inventory management through state-of-the-art
marking and tracking solutions, ensuring real-time visibility and control.
Intelligent Robotics Division
Automates industrial and logistics inventory processes through advanced
robotics technologies, improving efficiency and precision.
For more information on BOS Better Online Solutions Ltd., visit www.boscom.com.
Contacts:
Toni McLaughlin, Director
Allele Communications | +1 786.290.7095 | tmclaughlin@allelecommunications.com
Eyal Cohen, CEO
BOS | +972-542525925 | eyalc@boscom.com
Use of Non-GAAP Financial Information
BOS reports financial results in accordance with
U.S. GAAP and also provides certain non-GAAP measures. These non-GAAP measures are not in accordance with, nor are they a substitute for,
GAAP measures. These non-GAAP measures are intended to supplement the Company’s presentation of its financial results prepared in accordance
with GAAP. The Company uses these non-GAAP measures to evaluate and manage its operations internally and is providing this information
to assist investors in performing additional financial analysis consistent with financial models developed by research analysts who follow
the Company. The reconciliation set forth below is provided in accordance with Regulation G and reconciles the non-GAAP financial measures
with the most directly comparable GAAP financial measures.
Contracted backlog
Represents the estimated value of firm customer
orders under contract as of the date indicated. Backlog is not a guarantee of future revenues, and may be canceled, modified, or delayed
by customers.
Safe Harbor Regarding Forward-Looking Statements
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. These risk factors and uncertainties include, amongst
others, the dependency of sales being generated from one or a few major customers, the uncertainty of BOS being able to maintain current
gross profit margins, inability to keep up or ahead of technology and to succeed in a highly competitive industry, inability to maintain
marketing and distribution arrangements and to expand our overseas markets, uncertainty with respect to the prospects of legal claims
against BOS, the effect of exchange rate fluctuations, general worldwide economic conditions, the effect of the ongoing armed conflict
and security conditions in Israel and in the region, the continued availability of financing for working capital purposes and to refinance
outstanding indebtedness; and additional risks and uncertainties detailed in BOS’ periodic reports and registration statements filed with
the US Securities and 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 STATEMENTS OF OPERATIONS
U.S. dollars in thousands (except share and per
share numbers)
| | |
Six months ended June 30, | | |
Three months ended June 30, | |
| | |
2026 | | |
2025 | | |
2026 | | |
2025 | |
| | |
(Unaudited) | | |
(Unaudited) | |
| | |
| | |
| |
| Revenues | |
$ | 26,242 | | |
$ | 26,553 | | |
$ | 14,853 | | |
$ | 11,527 | |
| Cost of revenues | |
| 19,999 | | |
| 20,334 | | |
| 11,444 | | |
| 8,896 | |
| Gross profit | |
| 6,243 | | |
| 6,219 | | |
| 3,409 | | |
| 2,631 | |
| | |
| | | |
| | | |
| | | |
| | |
| Operating costs and expenses: | |
| | | |
| | | |
| | | |
| | |
| Research and development | |
| 114 | | |
| 87 | | |
| 54 | | |
| 45 | |
| Sales and marketing | |
| 3,104 | | |
| 2,540 | | |
| 1,627 | | |
| 1,277 | |
| General and administrative | |
| 1,290 | | |
| 1,081 | | |
| 658 | | |
| 539 | |
| Impairment of goodwill | |
| - | | |
| 700 | | |
| - | | |
| 700 | |
| Total operating costs and expenses | |
| 4,508 | | |
| 4,408 | | |
| 2,339 | | |
| 2,561 | |
| | |
| | | |
| | | |
| | | |
| | |
| Operating income | |
| 1,735 | | |
| 1,811 | | |
| 1,070 | | |
| 70 | |
| Financial income, net | |
| 415 | | |
| 424 | | |
| 295 | | |
| 696 | |
| Income before taxes on income | |
| 2,150 | | |
| 2,235 | | |
| 1,365 | | |
| 766 | |
| Taxes on income | |
| 20 | | |
| 121 | | |
| - | | |
| 1 | |
| Net income | |
$ | 2,130 | | |
$ | 2,114 | | |
$ | 1,365 | | |
$ | 765 | |
| | |
| | | |
| | | |
| | | |
| | |
| Basic net income per share | |
$ | 0.30 | | |
$ | 0.36 | | |
$ | 0.19 | | |
$ | 0.13 | |
| Diluted net income per share | |
$ | 0.30 | | |
$ | 0.33 | | |
$ | 0.19 | | |
$ | 0.12 | |
| Weighted average number of shares used in computing basic net income per share | |
| 7,043 | | |
| 5,925 | | |
| 7,050 | | |
| 5,950 | |
| Weighted average number of shares used in computing diluted net income per share | |
| 7,193 | | |
| 6,385 | | |
| 7,194 | | |
| 6,438 | |
| | |
| | | |
| | | |
| | | |
| | |
| Number of outstanding shares as of June 30, 2026 and 2025 | |
| 7,060 | | |
| 6,060 | | |
| 7,060 | | |
| 6,060 | |
CONSOLIDATED
BALANCE SHEETS
(U.S. dollars
in thousands)
| | |
June 30,
2026 | | |
December 31,
2025 | |
| | |
(Unaudited) | | |
(Audited) | |
| ASSETS | |
| | |
| |
| | |
| | |
| |
| CURRENT ASSETS: | |
| | |
| |
| Cash and cash equivalents | |
$ | 10,378 | | |
$ | 11,825 | |
| Restricted bank deposits | |
| 130 | | |
| 98 | |
| Trade receivables, net | |
| 17,739 | | |
| 15,638 | |
| Other receivable and prepaid expenses | |
| 2,025 | | |
| 1,440 | |
| Inventories | |
| 7,726 | | |
| 6,541 | |
| | |
| | | |
| | |
| Total current assets | |
| 37,998 | | |
| 35,542 | |
| | |
| | | |
| | |
| OTHER LONG-TERM ASSETS | |
| 129 | | |
| 128 | |
| | |
| | | |
| | |
| PROPERTY AND EQUIPMENT, NET | |
| 3,517 | | |
| 3,449 | |
| | |
| | | |
| | |
| OPERATING LEASE RIGHT-OF-USE ASSETS, NET | |
| 856 | | |
| 926 | |
| | |
| | | |
| | |
| DEFERRED TAX ASSETS | |
| 1,250 | | |
| 1,250 | |
| | |
| | | |
| | |
| OTHER INTANGIBLE ASSETS, NET | |
| 810 | | |
| 361 | |
| | |
| | | |
| | |
| GOODWILL | |
| 2,988 | | |
| 2,988 | |
| | |
| | | |
| | |
| Total assets | |
$ | 47,548 | | |
$ | 44,644 | |
CONSOLIDATED
BALANCE SHEETS
(U.S. dollars
in thousands)
| | |
June 30, 2026 | | |
December 31,
2025 | |
| | |
(Unaudited) | | |
(Audited) | |
| | |
| | |
| |
| LIABILITIES AND SHAREHOLDERS’ EQUITY | |
| | |
| |
| | |
| | |
| |
| CURRENT LIABILITIES: | |
| | |
| |
| Short term loans and current maturities of long-term loans | |
$ | 139 | | |
$ | 775 | |
| Operating lease liabilities, current | |
| 280 | | |
| 251 | |
| Trade payables | |
| 8,202 | | |
| 6,778 | |
| Employees and payroll accruals | |
| 1,376 | | |
| 1,266 | |
| Deferred revenues | |
| 3,285 | | |
| 3,129 | |
| Accrued expenses and other liabilities | |
| 623 | | |
| 983 | |
| | |
| | | |
| | |
| Total current liabilities | |
| 13,905 | | |
| 13,182 | |
| | |
| | | |
| | |
| LONG-TERM LIABILITIES: | |
| | | |
| | |
| Long-term loans, net of current maturities | |
| 972 | | |
| 972 | |
| Operating lease liabilities, non-current | |
| 744 | | |
| 768 | |
| Long term deferred revenues | |
| 345 | | |
| 286 | |
| Accrued severance pay, net | |
| 701 | | |
| 732 | |
| | |
| | | |
| | |
| Total long-term liabilities | |
| 2,762 | | |
| 2,758 | |
| | |
| | | |
| | |
| TOTAL SHAREHOLDERS’ EQUITY | |
| 30,881 | | |
| 28,704 | |
| | |
| | | |
| | |
| Total liabilities and shareholders’ equity | |
$ | 47,548 | | |
$ | 44,644 | |
CONDENSED CONSOLIDATED EBITDA
(U.S. dollars
in thousands)
| | |
Six months ended June 30, | | |
Three months ended June 30, | |
| | |
2026 | | |
2025 | | |
2026 | | |
2025 | |
| | |
| | |
| | |
| | |
| |
| Operating income | |
$ | 1,735 | | |
$ | 1,811 | | |
$ | 1,070 | | |
$ | 70 | |
| Add: | |
| | | |
| | | |
| | | |
| | |
| Impairment of goodwill | |
| - | | |
| 700 | | |
| - | | |
| 700 | |
| Amortization of intangible assets | |
| 190 | | |
| 30 | | |
| 75 | | |
| 15 | |
| Stock-based compensation | |
| 23 | | |
| 20 | | |
| 17 | | |
| 10 | |
| Depreciation | |
| 224 | | |
| 204 | | |
| 116 | | |
| 103 | |
| EBITDA | |
$ | 2,172 | | |
$ | 2,765 | | |
$ | 1,278 | | |
$ | 898 | |
SEGMENT INFORMATION
(U.S. dollars
in thousands)
| |
|
RFID |
|
|
Supply
Chain
Solutions |
|
|
Intelligent
Robotics |
|
|
Intercompany |
|
|
Consolidated |
|
| |
|
Six months ended June 30,
2026 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Revenues |
|
$ |
7,251 |
|
|
$ |
18,595 |
|
|
$ |
617 |
|
|
$ |
(221 |
) |
|
$ |
26,242 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Gross profit |
|
|
1,423 |
|
|
|
4,564 |
|
|
|
256 |
|
|
|
- |
|
|
|
6,243 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Allocated operating expenses |
|
|
1,207 |
|
|
|
2,384 |
|
|
|
216 |
|
|
|
- |
|
|
|
3,807 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Amortization of intangible assets |
|
|
- |
|
|
|
190 |
|
|
|
- |
|
|
|
- |
|
|
|
190 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Unallocated operating expenses* |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
|
|
|
|
511 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Income from operations |
|
$ |
216 |
|
|
$ |
1,990 |
|
|
$ |
40 |
|
|
|
- |
|
|
$ |
1,735 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Financial income and tax on income |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
395 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Net income |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
2,130 |
|
| | |
RFID | | |
Supply
Chain
Solutions | | |
Intelligent
Robotics | | |
Intercompany | | |
Consolidated | |
| | |
Six months ended June 30,
2025 | |
| | |
| | |
| | |
| | |
| | |
| |
| Revenues | |
$ | 6,168 | | |
$ | 19,734 | | |
$ | 868 | | |
$ | (217 | ) | |
$ | 26,553 | |
| | |
| | | |
| | | |
| | | |
| | | |
| | |
| Gross profit | |
| 1,261 | | |
| 4,753 | | |
| 205 | | |
| - | | |
| 6,219 | |
| | |
| | | |
| | | |
| | | |
| | | |
| | |
| Allocated operating expenses | |
| 1,060 | | |
| 2,076 | | |
| 141 | | |
| - | | |
| 3,277 | |
| | |
| | | |
| | | |
| | | |
| | | |
| | |
| Impairment of goodwill and intangible assets | |
| 700 | | |
| 30 | | |
| - | | |
| - | | |
| 730 | |
| | |
| | | |
| | | |
| | | |
| | | |
| | |
| Unallocated operating expenses* | |
| - | | |
| - | | |
| - | | |
| - | | |
| 401 | |
| | |
| | | |
| | | |
| | | |
| | | |
| | |
| Income (loss) from operations | |
$ | (499 | ) | |
$ | 2,647 | | |
$ | 64 | | |
| - | | |
$ | 1,811 | |
| | |
| | | |
| | | |
| | | |
| | | |
| | |
| Financial income and tax on income | |
| | | |
| | | |
| | | |
| | | |
| 303 | |
| | |
| | | |
| | | |
| | | |
| | | |
| | |
| Net income | |
| | | |
| | | |
| | | |
| | | |
$ | 2,114 | |
| * | Unallocated operating expenses include costs not specific
to a particular segment but are general to the group, such as expenses incurred for insurance of directors and officers, public company
fees, legal fees, and other similar corporate costs. |
SEGMENT INFORMATION
(U.S. dollars
in thousands)
| |
|
RFID |
|
|
Supply
Chain
Solutions |
|
|
Intelligent
Robotics |
|
|
Intercompany |
|
|
Consolidated |
|
| |
|
Three months ended June 30,
2026 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Revenues |
|
$ |
3,794 |
|
|
$ |
10,946 |
|
|
$ |
311 |
|
|
$ |
(198 |
) |
|
$ |
14,853 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Gross profit |
|
|
765 |
|
|
|
2,538 |
|
|
|
106 |
|
|
|
- |
|
|
|
3,409 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Allocated operating expenses |
|
|
645 |
|
|
|
1,240 |
|
|
|
105 |
|
|
|
- |
|
|
|
1,990 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Amortization of intangible assets |
|
|
- |
|
|
|
75 |
|
|
|
- |
|
|
|
|
|
|
|
75 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Unallocated operating expenses* |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
274 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Income from operations |
|
$ |
120 |
|
|
$ |
1,223 |
|
|
$ |
1 |
|
|
|
- |
|
|
$ |
1,070 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Financial income and tax on income |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
295 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Net income |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
1,365 |
|
| | |
RFID | | |
Supply
Chain
Solutions | | |
Intelligent
Robotics | | |
Intercompany | | |
Consolidated | |
| | |
Three months ended June 30,
2025 | |
| | |
| | |
| | |
| | |
| | |
| |
| Revenues | |
$ | 2,910 | | |
$ | 8,344 | | |
$ | 371 | | |
$ | (98 | ) | $ |
11,527 |
|
| | |
| | | |
| | | |
| | | |
| | |
|
|
|
| Gross profit | |
| 555 | | |
| 1,997 | | |
| 79 | | |
| - | | |
2,631 |
|
| | |
| | | |
| | | |
| | | |
| | |
|
|
|
| Allocated operating expenses | |
| 531 | | |
| 1,042 | | |
| 73 | | |
| - | | |
1,646 |
|
| | |
| | | |
| | | |
| | | |
| | |
|
|
|
| Impairment of goodwill and intangible assets | |
| 700 | | |
| 15 | | |
| - | | |
| | | |
715 |
|
| | |
| | | |
| | | |
| | | |
| | |
|
|
|
| Unallocated operating expenses* | |
| - | | |
| - | | |
| - | | |
| - | | |
200 |
|
| | |
| | | |
| | | |
| | | |
| | |
|
|
|
| Income (loss) from operations | |
$ | (676 | ) | |
$ | 940 | | |
$ | 6 | | |
| - | | $ |
70 |
|
| | |
| | | |
| | | |
| | | |
| | |
|
|
|
| Financial income and tax on income | |
| | | |
| | | |
| | | |
| | | |
695 |
|
| | |
| | | |
| | | |
| | | |
| | |
|
|
|
| Net income | |
| | | |
| | | |
| | | |
| | | $ |
765 |
|
| * | Unallocated operating expenses include costs not specific
to a particular segment but are general to the group, such as expenses incurred for insurance of directors and officers, public company
fees, legal fees, and other similar corporate costs. |