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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
Report of Foreign Private Issuer
Pursuant to Rule 13a-16 or 15d-16
Under the Securities Exchange Act of 1934
For the Month of September 2026
Commission file number 001-14184
B.O.S. Better Online Solutions Ltd.
(Translation of Registrant’s Name into English)
20 Freiman Street, Rishon LeZion, 7535825, Israel
(Address of principal executive office)
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 ☒ Form 40-F ☐
B.O.S. Better Online Solutions Ltd.
This Form 6-K, including the exhibits, is 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into all effective registration statements, filed by us under the Securities Act of 1933, as amended, to the extent not superseded by documents or reports subsequently filed or furnished.
Attached hereto is the following exhibit:
| 99.1 | | Unaudited Condensed Interim Consolidated Financial Statements of the Registrant as of June 30, 2026. |
| 99.2 | | Management’s Discussion and Analysis of Results of Operations and Financial Condition for the Six Months ended June 30, 2026 and June 30, 2025. |
| 101.INS | | Inline XBRL Instance Document |
| 101.SCH | | Inline XBRL Taxonomy Extension Schema Document |
| 101.CAL | | Inline XBRL Taxonomy Extension Calculation Linkbase Document |
| 101.DEF | | Inline XBRL Taxonomy Extension Definition Linkbase Document |
| 101.LAB | | Inline XBRL Taxonomy Extension Label Linkbase Document |
| 101.PRE | | Inline XBRL Extension Presentation Linkbase Document |
| 104 | | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) |
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 Online Solutions Ltd. |
| | (Registrant) |
| | | |
| | By: | /s/ Moshe Zeltzer |
| | | Moshe Zeltzer |
| | | Chief Financial Officer |
Dated: September 30, 2026
EXHIBIT INDEX
| EXHIBIT NO. | | DESCRIPTION |
| 99.1 | | Unaudited Condensed Interim Consolidated Financial Statements of the Registrant as of June 30, 2026. |
| 99.2 | | Management’s Discussion and Analysis of Results of Operations and Financial Condition for the Six Months ended June 30, 2026 and June 30, 2025. |
| 101.INS | | Inline XBRL Instance Document |
| 101.SCH | | Inline XBRL Taxonomy Extension Schema Document |
| 101.CAL | | Inline XBRL Taxonomy Extension Calculation Linkbase Document |
| 101.DEF | | Inline XBRL Taxonomy Extension Definition Linkbase Document |
| 101.LAB | | Inline XBRL Taxonomy Extension Label Linkbase Document |
| 101.PRE | | Inline XBRL Extension Presentation Linkbase Document |
| 104 | | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) |
Exhibit 99.1
B.O.S. BETTER ONLINE SOLUTIONS LTD.
AND ITS SUBSIDIARIES
CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
AS OF JUNE 30, 2026
IN U.S. DOLLARS
UNAUDITED
INDEX
| | Page |
| | |
| Condensed Interim Consolidated Balance Sheets | F-2 - F-3 |
| | |
| Condensed Interim Consolidated Statements of Operations | F-4 |
| | |
| Condensed Interim Consolidated Statements of Changes in Shareholders’ Equity | F-5 |
| | |
| Condensed Interim Consolidated Statements of Cash Flows | F-6 - F-7 |
| | |
| Notes to Condensed Interim Consolidated Financial Statements | F-8 - F-16 |
- - - - - - - - - -
B.O.S. BETTER ONLINE SOLUTIONS LTD.
AND ITS SUBSIDIARIES
CONDENSED INTERIM 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 of allowance for doubtful accounts of $141 and $139 at June 30, 2026 and December 31 2025, respectively) | | | 17,739 | | | | 15,638 | |
| Other accounts receivable and prepaid expenses | | | 2,025 | | | | 1,440 | |
| Inventories | | | 7,726 | | | | 6,541 | |
| |
|
|
|
|
|
|
|
|
| Total current assets | | | 37,998 | | | | 35,542 | |
| |
|
|
|
|
|
|
|
|
| NON-CURRENT ASSETS: |
|
|
|
|
|
|
|
|
| Long-term assets | | | 129 | | | | 128 | |
| Property and equipment, net | | | 3,517 | | | | 3,449 | |
| Deferred Tax Assets | | | 1,250 | | | | 1,250 | |
| Operating lease right-of-use assets, net | | | 856 | | | | 926 | |
| Intangible assets, net | | | 810 | | | | 361 | |
| Goodwill | | | 2,988 | | | | 2,988 | |
| |
|
|
|
|
|
|
|
|
| Total non-current assets | | | 9,550 | | | | 9,102 | |
| |
|
|
|
|
|
|
|
|
| Total assets | | $ | 47,548 | | | $ | 44,644 | |
The accompanying notes are an integral part of the condensed interim consolidated financial statements.
B.O.S. BETTER ONLINE SOLUTIONS LTD.
AND ITS SUBSIDIARIES
CONDENSED INTERIM CONSOLIDATED BALANCE SHEETS
U.S. dollars in thousands (except share and per share data)
| |
|
June 30, 2026 |
|
|
December 31, 2025 |
|
| |
|
Unaudited |
|
|
Audited |
|
| LIABILITIES AND SHAREHOLDERS’ EQUITY |
|
|
|
|
|
|
| |
|
|
|
|
|
|
| CURRENT LIABILITIES: |
|
|
|
|
|
|
| Current maturities of non-current 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 | |
| |
|
|
|
|
|
|
|
|
| NON-CURRENT LIABILITIES: |
|
|
|
|
|
|
|
|
| Loans, net of current maturities | | | 972 | | | | 972 | |
| Operating lease liabilities, non-current | | | 744 | | | | 768 | |
| Deferred revenues | | | 345 | | | | 286 | |
| Accrued severance pay | | | 701 | | | | 732 | |
| |
|
|
|
|
|
|
|
|
| Total non-current liabilities | | | 2,762 | | | | 2,758 | |
| |
|
|
|
|
|
|
|
|
| COMMITMENTS AND CONTINGENT LIABILITIES | | | | | | | | |
| |
|
|
|
|
|
|
|
|
| SHAREHOLDERS’ EQUITY: |
|
|
|
|
|
|
|
|
| Share capital and additional paid-in capital |
|
|
|
|
|
|
|
|
| Ordinary shares: Authorized; 11,000,000 shares at June 30, 2026 and December 31, 2025; Issued and outstanding: 7,059,810 and 7,028,934 shares at June 30, 2026 and December 31, 2025 | | | 90,210 | | | | 90,061 | |
| Shares to be issued | | | - | | | | 102 | |
| Accumulated other comprehensive loss | | | (243 | ) | | | (243 | ) |
| Accumulated deficit | | | (59,086 | ) | | | (61,216 | ) |
| |
|
|
|
|
|
|
|
|
| Total equity | | | 30,881 | | | | 28,704 | |
| |
|
|
|
|
|
|
|
|
| Total liabilities and shareholders’ equity | | $ | 47,548 | | | $ | 44,644 | |
The accompanying notes are an integral part of the condensed interim consolidated financial statements.
B.O.S. BETTER ONLINE SOLUTIONS LTD.
AND ITS SUBSIDIARIES
CONDENSED INTERIM CONSOLIDATED STATEMENTS OF OPERATIONS
U.S. dollars in thousands (except share and per share data)
| |
|
Six months period ended June 30, |
|
| |
|
2026 |
|
|
2025 |
|
| |
|
Unaudited |
|
|
Unaudited |
|
| |
|
|
|
|
|
|
| Revenues | | $ | 26,242 | | | $ | 26,553 | |
| Cost of revenues | | | 19,999 | | | | 20,334 | |
| |
|
|
|
|
|
|
|
|
| Gross profit | | $ | 6,243 | | | $ | 6,219 | |
| |
|
|
|
|
|
|
|
|
| Operating costs and expenses: |
|
|
|
|
|
|
|
|
| Research and development | | | 114 | | | | 87 | |
| Sales and marketing | | | 3,104 | | | | 2,540 | |
| General and administrative | | | 1,290 | | | | 1,081 | |
| Impairment of Goodwill | | | - | | | | 700 | |
| Total operating costs and expenses | | | 4,508 | | | | 4,408 | |
| |
|
|
|
|
|
|
|
|
| Operating income | | | 1,735 | | | | 1,811 | |
| Financial income, net | | | 415 | | | | 424 | |
| Income before taxes on income | | | 2,150 | | | | 2,235 | |
| Taxes on income | | | 20 | | | | 121 | |
| Net income | | $ | 2,130 | | | $ | 2,114 | |
| |
|
|
|
|
|
|
|
|
| Basic net income per share | | $ | 0.30 | | | $ | 0.36 | |
| |
|
|
|
|
|
|
|
|
| Diluted net income per share | | $ | 0.30 | | | $ | 0.33 | |
| |
|
|
|
|
|
|
|
|
| Weighted average number of shares used in computing net income per share: |
|
|
|
|
|
|
|
|
| Basic | | | 7,043 | | | | 5,925 | |
| |
|
|
|
|
|
|
|
|
| Diluted | | | 7,193 | | | | 6,385 | |
The accompanying notes are an integral part of the condensed interim consolidated financial statements.
B.O.S. BETTER ONLINE SOLUTIONS LTD.
AND ITS SUBSIDIARIES
CONDENSED INTERIM CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY
U.S. dollars in thousands (except share and per share data)
| |
|
Ordinary shares |
|
|
Share capital and additional paid-in capital |
|
|
Shares to be issued |
|
|
Accumulated other comprehensive loss |
|
|
Accumulated deficit |
|
|
Total shareholders’ equity |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Balance as of January 1, 2025 | | | 5,792,559 | | | $ | 86,401 | | | $ | - | | | $ | (243 | ) | | $ | (64,827 | ) | | $ | 21,331 | |
| Exercise of options into ordinary shares | | | 267,433 | | | | 764 | | | | - | | | | - | | | | - | | | | 764 | |
| Share-based compensation expense | | | - | | | | 21 | | | | - | | | | - | | | | - | | | | 21 | |
| Net income | | | - | | | | - | | | | - | | | | - | | | | 2,114 | | | | 2,114 | |
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Balance as of June 30, 2025 (unaudited) | | | 6,059,992 | | | $ | 87,186 | | | $ | - | | | $ | (243 | ) | | $ | (62,713 | ) | | $ | 24,230 | |
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Balance as of January 1, 2026 | | | 7,028,934 | | | $ | 90,061 | | | $ | 102 | | | $ | (243 | ) | | $ | (61,216 | ) | | $ | 28,704 | |
| Exercise of options into ordinary shares | | | 10,000 | | | | 23 | | | | - | | | | - | | | | - | | | | 23 | |
| Issuance of Ordinary Shares | | | 20,876 | | | | 102 | | | | (102 | ) | | | | | | | | | | | - | |
| Share-based compensation expense | | | - | | | | 24 | | | | - | | | | - | | | | - | | | | 24 | |
| Net income | | | - | | | | - | | | | - | | | | - | | | | 2,130 | | | | 2,130 | |
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Balance as of June 30, 2026 (unaudited) | | | 7,059,810 | | | $ | 90,210 | | | $ | - | | | $ | (243 | ) | | $ | (59,086 | ) | | $ | 30,881 | |
The accompanying notes are an integral part of the condensed interim consolidated financial statements.
B.O.S. BETTER ONLINE SOLUTIONS LTD.
AND ITS SUBSIDIARIES
CONDENSED INTERIM CONSOLIDATED STATEMENTS OF CASH FLOWS
U.S. dollars in thousands (except share and per share data)
| |
|
Six months period ended June 30, |
|
| |
|
2026 |
|
|
2025 |
|
| |
|
Unaudited |
|
| Cash flows from operating activities: |
|
|
|
|
|
|
| |
|
|
|
|
|
|
| Net income | | $ | 2,130 | | | $ | 2,114 | |
| Adjustments required to reconcile net income to net cash provided by operating activities: |
|
|
|
|
|
|
|
|
| Depreciation and amortization | | | 414 | | | | 234 | |
| Impairment of Goodwill | | | - | | | | 700 | |
| Interest and exchange rate of loans | | | 99 | | | | 98 | |
| Severance pay, net | | | (31 | ) | | | 111 | |
| Share-based compensation expenses | | | 24 | | | | 21 | |
| Decrease (Increase) in trade receivables, net | | | (2,101 | ) | | | (3,902 | ) |
| Decrease (Increase) in other accounts receivable and other long-term assets | | | (586 | ) | | | 15 | |
| Increase in inventories | | | (1,185 | ) | | | 953 | |
| Decrease in trade payables | | | 1,424 | | | | (274 | ) |
| Decrease (increase) in Deferred Tax Assets | | | - | | | | (82 | ) |
| Decrease in operating lease right-of-use assets, net | | | 143 | | | | 113 | |
| Increase in operating lease liabilities | | | (68 | ) | | | (46 | ) |
| Increase (Decrease) in employees and payroll accruals, deferred revenues, accrued expenses and other liabilities | | | (35 | ) | | | 1,399 | |
| |
|
|
|
|
|
|
|
|
| Net cash provided by operating activities | | $ | 228 | | | $ | 1,454 | |
| |
|
|
|
|
|
|
|
|
| Cash flows to investing activities: |
|
|
|
|
|
|
|
|
| Acquisition of intangible assets (See Note 5) | | | (639 | ) | | | - | |
| Purchase of property and equipment | | | (292 | ) | | | (269 | ) |
| |
|
|
|
|
|
|
|
|
| Net cash used in investing activities | | $ | (931 | ) | | $ | (269 | ) |
The accompanying notes are an integral part of the condensed interim consolidated financial statements.
B.O.S. BETTER ONLINE SOLUTIONS LTD.
AND ITS SUBSIDIARIES
CONDENSED INTERIM CONSOLIDATED STATEMENTS OF CASH FLOWS
U.S. dollars in thousands (except share and per share data)
| |
|
Six months period ended June 30, |
|
| |
|
2026 |
|
|
2025 |
|
| |
|
Unaudited |
|
| Cash flows from financing activities: |
|
|
|
|
|
|
| |
|
|
|
|
|
|
| Proceeds received from issuance of shares upon options exercised, net | | | 23 | | | | 764 | |
| |
|
|
|
|
|
|
|
|
| Repayment of loans | | | (735 | ) | | | (267 | ) |
| |
|
|
|
|
|
|
|
|
| Net cash provided by (used in) financing activities | | $ | (712 | ) | | $ | 497 | |
| |
|
|
|
|
|
|
|
|
| Change in cash and cash equivalents, and restricted bank deposits | | | (1,415 | ) | | | 1,682 | |
| Cash, cash equivalents and restricted bank deposits at the beginning of the period | | | 11,923 | | | | 3,553 | |
| |
|
|
|
|
|
|
|
|
| Cash, cash equivalents and restricted bank deposits at the end of the period | | $ | 10,508 | | | $ | 5,235 | |
| |
|
|
|
|
|
|
|
|
| Supplementary cash flow activities: |
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
|
| (a) Cash paid during the period for: |
|
|
|
|
|
|
|
|
| Tax | | $ | 109 | | | $ | 65 | |
| Interest | | $ | 45 | | | $ | 286 | |
| (b) Cash received during the period for: |
|
|
|
|
|
|
|
|
| Interest | | | 142 | | | | - | |
The accompanying notes are an integral part of the condensed interim consolidated financial statements.
B.O.S. BETTER ONLINE SOLUTIONS LTD.
AND ITS SUBSIDIARIES
NOTES TO CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
U.S. dollars in thousands (except share and per share data)
| | A. | B.O.S. Better Online Solutions Ltd. (“BOS” or the “Company”) is an Israeli corporation. The Company’s shares are listed on NASDAQ under the ticker BOSC. |
| | B. | As of June 30, 2026, the Company has three operating segments: Intelligent Robotics, RFID and Supply Chain Solutions. |
| | C. | The Company’s wholly owned subsidiaries include: |
| | 1. | BOS-Dimex Ltd., (“BOS-Dimex”), is an Israeli company that comprises the RFID segment. BOS-Dimex provides comprehensive turn-key solutions for Automatic Identification and Data Collection (AIDC), combining a mobile infrastructure with software applications of manufacturers that we represent. BOS-Dimex also offers on-site inventory count services in the fields of apparel, food, convenience and pharma as well as asset tagging and counting services for corporate and governmental entities. |
| | 2. | BOS-Odem Ltd. (“BOS-Odem”), an Israeli company, is a distributor of electronic components to customers worldwide, mainly in the aerospace and defense industries. BOS-Odem is also a supply chain service provider for aviation customers that prefer to consolidate their component acquisitions through a supplier that is able to provide a comprehensive solution to their components-supply needs. BOS-Odem is part of the Supply Chain Solutions segment; and |
| | 3. | Ruby-Tech Inc., a New York corporation, is a wholly owned subsidiary of BOS-Odem and a part of the Supply Chain Solutions segment. |
| | | In October 2023, Israel was attacked by Hamas and entered a state of war. Since then, the conflict has expanded into a broader regional conflict and increased tensions, including direct hostilities involving Iran and disruptions affecting commercial shipping routes, which resulted in periods of heightened security restrictions and disruption to economic activity in Israel. The security situation has created challenges for businesses operating in Israel, including potential disruptions to supply chains, transportation and shipping, workforce availability, and customer and supplier operations. The Company has taken measures to safeguard its employees and facilities and to mitigate potential impacts on its operations. As of the date of these financial statements, the Company believes that the security situation has not had a significant impact on its activities. |
B.O.S. BETTER ONLINE SOLUTIONS LTD.
AND ITS SUBSIDIARIES
NOTES TO CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
U.S. dollars in thousands (except share and per share data)
| NOTE 2: | SIGNIFICANT ACCOUNTING POLICIES |
The significant accounting policies applied in the financial statements of the Company as of December 31, 2025, were applied consistently in these interim financial statements.
| | A. | Use of estimates in the preparation of financial statements |
The preparation of condensed interim consolidated financial statements in conformity with accounting principles generally accepted in the United States (“U.S. GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the dates of the consolidated financial statements, and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from those estimates. As applicable to these consolidated interim financial statements, the most significant estimates and assumptions include (i) net realizable value of the inventory, (ii) impairment analysis of goodwill and intangible assets, (iii) allowance for doubtful accounts; and (iv) revenue recognition.
| | B. | Principles of consolidation |
The consolidated financial statements include the accounts of the Company and its subsidiaries. Intercompany transactions and balances, including profits from intercompany sales not yet realized outside the Company, were eliminated upon consolidation.
| | C. | Cash and cash equivalents |
Cash equivalents are short-term, highly liquid investments with original maturities of less than three months from the date of purchase.
The Company computes net earnings per share in accordance with ASC 260, “Earnings per share”. Basic earnings per share is computed by dividing net income attributable to ordinary shareholders by the weighted-average number of ordinary shares outstanding during the period, net of the weighted average number of treasury shares (if any).
Diluted earnings per ordinary share is computed similarly to basic earnings per share, except that the denominator is increased to include the number of additional potential ordinary shares that would have been outstanding if the potential ordinary shares had been issued and if the effect of the additional ordinary shares were dilutive. Potential ordinary shares are excluded from the computation for a period in which a net earning is reported or if their effect is anti-dilutive.
An amount of 0.3 million and 0.9 million weighted average outstanding options and warrants have been excluded from the calculation of the diluted net earnings per share for the period of six months ended June 30, 2026 and 2025, respectively, because the effect of the ordinary shares issuable as a result of the exercise or conversion of these instruments was determined to be anti-dilutive
B.O.S. BETTER ONLINE SOLUTIONS LTD.
AND ITS SUBSIDIARIES
NOTES TO CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
U.S. dollars in thousands (except share and per share data)
| NOTE 2: | SIGNIFICANT ACCOUNTING POLICIES cont. |
| | E. | Recently issued accounting pronouncements, not yet adopted |
| | 1. | In November 2024, the FASB issued ASU 2024-03 on Disaggregation of Income Statement Expenses that enhances disclosure of certain costs and expenses to provide enhanced transparency into the expenses presented in the income statement. The updates are effective for annual periods beginning after December 15, 2026, and may be applied either (1) prospectively to financial statements issued for reporting periods after the effective date of this ASU or (2) retrospectively to all prior periods presented in the financial statements. The Company intends to apply the guidance in fiscal year 2027. The Company is currently assessing the impact of the disclosure of this standard. |
| | 2. | In September 2025, the FASB issued ASU 2025-06, Intangibles - Goodwill and Other - Internal-Use Software (Topic 350-40): Targeted Improvements (ASU 2025-06). ASU 2025-06 provides updated guidance clarifying the capitalization of costs related to internal-use software, including enhanced guidance on cloud computing arrangements. ASU 2025-06 is effective for annual periods beginning after December 15, 2027, and interim periods within those fiscal years, with early adoption permitted. The Company is currently evaluating this guidance to determine the impact it may have on its consolidated financial statements. |
B.O.S. BETTER ONLINE SOLUTIONS LTD.
AND ITS SUBSIDIARIES
NOTES TO CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
U.S. dollars in thousands (except share and per share data)
| NOTE 3: | UNAUDITED CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS |
These accompanying unaudited condensed interim consolidated financial statements have been prepared in accordance with U.S. GAAP for interim financial information. Accordingly, they do not include all the information and footnotes required by generally accepted accounting principles in the United States for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation of the Company’s financial position as of June 30, 2026, have been included. Operating results for the six-month period ended June 30, 2026, are not necessarily indicative of the results that may be expected for the year ended December 31, 2026, or any other interim period in the future.
The consolidated balance sheet at December 31, 2025 has been derived from the audited consolidated financial statements at that date but does not include all of the information and footnotes required by generally accepted accounting principles in the United States for complete financial statements.
The unaudited interim financial statements should be read in conjunction with the Company’s annual financial statements and accompanying notes as of December 31, 2025, included in the Company’s Annual Report on Form 20-F, filed with the Securities Exchange Commission on March 31, 2026.
Composition:
| | | June 30, 2026 | | | December 31, 2025 | |
| | | Unaudited | | | Audited | |
| Raw materials | | $ | 28 | | | $ | 199 | |
| Inventory in progress | | | 2,007 | | | | 1,737 | |
| Finished goods | | | 5,691 | | | | 4,605 | |
| | | | | | | | | |
| | | $ | 7,726 | | | $ | 6,541 | |
B.O.S. BETTER ONLINE SOLUTIONS LTD.
AND ITS SUBSIDIARIES
NOTES TO CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
U.S. dollars in thousands (except share and per share data)
| NOTE 5: | INTANGIBLE ASSETS, NET |
| | A. | Other Intangible Assets: |
| | | Distribution rights | | | Customers’ relationship | | | Non-competition | | | Total | |
| Balance as of January 1 and December 31, 2024 | | | 422 | | | | - | | | | - | | | | 422 | |
| Changes during 2025 | | | | | | | | | | | | | | | | |
| Amortization during 2025 | | | (61 | ) | | | - | | | | - | | | | (61 | ) |
| Balance as of January 1 and December 31, 2025 | | | 361 | | | | - | | | | - | | | | 361 | |
| Changes during six months period ended June 30, 2026 | | | | | | | | | | | | | | | | |
| Acquisition during 2026* | | | | | | | 639 | | | | - | | | | 639 | |
| Amortization during 2026 | | | (150 | ) | | | (40 | ) | | | - | | | | (190 | ) |
| Balance as of June 30, 2026 | | $ | 211 | | | | 599 | | | | - | | | $ | 810 | |
| * | In March 2026, as part of a settlement agreement, Qpaz Technologies Ltd. and Keren Lahav 3 L.P. (together, the "Counterparties") exercised a put option under a joint venture agreement dated August 26, 2024, pursuant to which the Company and Qpaz Technologies Ltd. had partnered for the sale of wire products for the defense and aviation industries. |
Pursuant to the exercise of the put option, the Company acquired from the Counterparties their rights and obligations under the joint venture agreement for a total consideration of NIS 2,000,000 ($639,000).
Management determined that the consideration represented an intangible asset related to distribution rights and customer relationships. The useful life of the acquired intangible asset was estimated to be three years.
| | B. | Amortization expenses amounted to $190 and $61 for the period of six months ended June 30, 2026, and the year ended December 31, 2025, respectively. |
| | C. | The changes in the carrying amount of goodwill during the period of six months ended June 30, 2026, and the year ended December 31, 2025, respectively are as follows: |
| | | Goodwill | |
| Balance as of January 1 and December 31, 2024 | | | 4,188 | |
| Acquisition during 2025 | | | | |
| Impairment of Goodwill | | | (1,200 | ) |
| Balance as of January 1 and December 31, 2025 | | | 2,988 | |
| Changes during the six months period ended June, 30 2026 | | | - | |
| Impairment of Goodwill | | | - | |
| Balance as of June 30, 2026 | | $ | 2,988 | |
| (*) | As of June 30, 2026 the entire remaining balance of goodwill relates to the RFID segment |
B.O.S. BETTER ONLINE SOLUTIONS LTD.
AND ITS SUBSIDIARIES
NOTES TO CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
U.S. dollars in thousands (except share and per share data)
| NOTE 5: | INTANGIBLE ASSETS, NET cont. |
The Company operates in three reportable segments: Intelligent Robotics, RFID and Supply Chain Solutions. The Company’s goodwill was originally allocated to two reporting units, the RFID reporting unit and the Intelligent Robotics reporting unit. As of June 30, 2026 and December 31, 2025, all remaining goodwill related only to the RFID reporting unit.
The RFID segment includes one reporting unit with an allocated goodwill balance of approximately $2,988 as of June 30, 2026. The Company performed an impairment analysis as of December 31, 2024, using the income approach and concluded that the carrying value of the reporting unit exceeded its fair value. Accordingly, the Company recognized a goodwill impairment loss of $707.
As a result of negative factors, including decreases in revenue and profit, the Company performed an interim impairment analysis as of June 30, 2025. The Company concluded that the carrying value of the RFID reporting unit exceeded its fair value and recognized a goodwill impairment loss of $700. The interim impairment test was based on a valuation performed internally by management.
The annual impairment analysis as of December 31, 2025 resulted in an additional goodwill impairment loss of $500 for the RFID reporting unit. Accordingly, the Company recognized aggregate goodwill impairment losses of $1,200 for the year ended December 31, 2025. The annual impairment test was based on a valuation performed by management with the assistance of a third-party independent appraiser.
The most significant assumptions and judgments used in the discounted cash flow model under the income approach for the 2025 impairment test were projected cash flows for four years, including projected revenues, expenses and capital expenditures, the estimated weighted-average cost of capital, short-term and long-term growth rates, and market conditions. The measurement of the fair value of reporting units as part of the goodwill impairment analysis is classified as Level 3 within the fair value hierarchy.
B.O.S. BETTER ONLINE SOLUTIONS LTD.
AND ITS SUBSIDIARIES
NOTES TO CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
U.S. dollars in thousands (except share and per share data)
The Company has entered into several non-cancellable operating lease agreements for its offices and vehicles. The Company’s leases have original lease periods expiring between 2026 and 2034. Payments due under such lease contracts include primarily fixed payments. The Company assumes renewals in the determination of the lease term. The Company’s lease agreements do not contain any material residual value guarantees or material restrictive covenants.
The components of lease costs, lease term and discount rate are as follows:
| | | Six Months Ended | |
| | | June 30, 2026 | |
| | | (unaudited) | |
| Operating lease cost: | | | |
| Vehicles | | | 58 | |
| Facilities rent | | | 102 | |
| | | | 160 | |
| Remaining Lease Term | | | | |
| Vehicles | | | 0.33 - 3.34 years | |
| Facilities rent | | | 0.25 - 8.09 years | |
| | | | | |
| Weighted Average Discount Rate | | | | |
| Vehicles | | | 6.42 | % |
| Facilities rent | | | 5.65 | % |
The following is a schedule, by year, of maturities of operating lease liabilities as of June 30, 2026:
| | | June 30, 2026 | |
| | | (unaudited) | |
| Period: | | | |
| The remainder of 2026 | | | 191 | |
| 2027 | | | 279 | |
| 2028 | | | 239 | |
| 2029 | | | 134 | |
| 2030 | | | 85 | |
| 2031-2034 | | | 334 | |
| Total operating lease payments | | | 1,262 | |
| Less: imputed interest | | | (238 | ) |
| Present value of lease liabilities | | | 1,024 | |
B.O.S. BETTER ONLINE SOLUTIONS LTD.
AND ITS SUBSIDIARIES
NOTES TO CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
U.S. dollars in thousands (except share and per share data)
| NOTE 7: | SEGMENTS AND GEOGRAPHICAL INFORMATION |
Commencing January 1, 2020, the Company presents its business operations in three reportable segments, consisting of the RFID segment, Supply Chain Solutions segment and the Intelligent Robotics segment.
The Company’s management makes financial decisions and allocates resources, based on the information it receives from its internal management system. The Company allocates resources and assesses performance for each operating segment using information about revenues and gross profit.
| | a. | Information about the operating segments for the six months ended June 30, 2026 and 2025 is as follows: |
| | | RFID | | | Supply Chain Solutions | | | Intelligent Robotics | | | Intercompany | | | Consolidated | |
| | | | | | | | | | | | | | | | |
| Six months ended June 30, 2026: | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
| Revenues from external customers | | $ | 7,251 | | | $ | 18,595 | | | $ | 617 | | | $ | (221 | ) | | $ | 26,242 | |
| | | | | | | | | | | | | | | | | | | | | |
| Cost of revenues, net of allowance | | $ | 5,828 | | | $ | 14,036 | | | $ | 361 | | | $ | (221 | ) | | $ | 20,004 | |
| | | | | | | | | | | | | | | | | | | | | |
| Allowance for slow inventory | | $ | - | | | $ | (5 | ) | | $ | - | | | $ | - | | | $ | (5 | ) |
| | | | | | | | | | | | | | | | | | | | | |
| Gross profit | | $ | 1,423 | | | $ | 4,564 | | | $ | 256 | | | $ | - | | | $ | 6,243 | |
| | | | | | | | | | | | | | | | | | | | | |
| Allocated operating expenses | | $ | 1,207 | | | $ | 2,574 | | | $ | 216 | | | $ | - | | | $ | 3,997 | |
| | | | | | | | | | | | | | | | | | | | | |
| Segment profit (loss) | | $ | 216 | | | $ | 1,990 | | | $ | 40 | | | $ | - | | | $ | 2,246 | |
| | | | | | | | | | | | | | | | | | | | | |
| Unallocated operating expenses | | | - | | | | - | | | | - | | | | - | | | $ | 511 | |
| | | | | | | | | | | | | | | | | | | | | |
| Operating Income (loss) | | $ | 216 | | | $ | 1,990 | | | $ | 40 | | | $ | - | | | $ | 1,735 | |
| | | | | | | | | | | | | | | | | | | | | |
| Financial income | | | - | | | | - | | | | - | | | | - | | | $ | 415 | |
| | | | | | | | | | | | | | | | | | | | | |
| Income before taxes on income | | | - | | | | - | | | | - | | | | - | | | $ | 2,150 | |
| | | | | | | | | | | | | | | | | | | | | |
| Tax on income | | | - | | | | - | | | | - | | | | - | | | $ | 20 | |
| | | | | | | | | | | | | | | | | | | | | |
| Net Income | | | - | | | | - | | | | - | | | | - | | | $ | 2,130 | |
B.O.S. BETTER ONLINE SOLUTIONS LTD.
AND ITS SUBSIDIARIES
NOTES TO CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
U.S. dollars in thousands (except share and per share data)
| NOTE 7: | SEGMENTS AND GEOGRAPHICAL INFORMATION cont. |
| | | RFID | | | Supply Chain Solutions | | | Intelligent Robotics | | | Intercompany | | | Consolidated | |
| | | | | | | | | | | | | | | | |
| Six months ended June 30, 2025: | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
| Revenues from external customers | | $ | 6,168 | | | $ | 19,734 | | | $ | 868 | | | $ | (217 | ) | | $ | 26,553 | |
| | | | | | | | | | | | | | | | | | | | | |
| Cost of revenues, net of allowance | | $ | 4,907 | | | $ | 14,688 | | | $ | 663 | | | $ | (217 | ) | | $ | 20,041 | |
| | | | | | | | | | | | | | | | | | | | | |
| Allowance for slow-moving inventory | | $ | - | | | $ | 293 | | | $ | - | | | $ | - | | | $ | 293 | |
| | | | | | | | | | | | | | | | | | | | | |
| Gross profit | | $ | 1,261 | | | $ | 4,753 | | | $ | 205 | | | $ | - | | | $ | 6,219 | |
| | | | | | | | | | | | | | | | | | | | | |
| Allocated operating expenses | | $ | 1,760 | | | $ | 2,106 | | | $ | 141 | | | $ | - | | | $ | 4,007 | |
| | | | | | | | | | | | | | | | | | | | | |
| Segment profit (loss) | | $ | (499 | ) | | $ | 2,647 | | | $ | 64 | | | $ | - | | | $ | 2,212 | |
| | | | | | | | | | | | | | | | | | | | | |
| Unallocated operating expenses | | | - | | | | - | | | | - | | | | - | | | $ | 401 | |
| | | | | | | | | | | | | | | | | | | | | |
| Operating Income (loss) | | $ | (499 | ) | | $ | 2,647 | | | $ | 64 | | | $ | - | | | $ | 1,811 | |
| | | | | | | | | | | | | | | | | | | | | |
| Financial expenses | | | - | | | | - | | | | - | | | | - | | | $ | 424 | |
| | | | | | | | | | | | | | | | | | | | | |
| Net Income before tax | | | - | | | | - | | | | - | | | | - | | | $ | 2,235 | |
| | | | | | | | | | | | | | | | | | | | | |
| Tax on income | | | - | | | | - | | | | - | | | | - | | | $ | 121 | |
| | | | | | | | | | | | | | | | | | | | | |
| Net Income | | | - | | | | - | | | | - | | | | - | | | $ | 2,114 | |
| | b. | The following presents total revenues for the six months ended June 30, 2026 and 2025 based on the location of customers: |
| | | June 30, | |
| | | 2026 | | | 2025 | |
| | | Unaudited | |
| | | | | | | |
| Israel | | $ | 22,083 | | | $ | 23,746 | |
| Far East | | | - | | | | - | |
| India | | | 2,861 | | | | 696 | |
| Europe | | | 891 | | | | 919 | |
| United States | | | 407 | | | | 1,192 | |
| Others | | | - | | | | - | |
| | | | | | | | | |
| | | $ | 26,242 | | | $ | 26,553 | |
Exhibit 99.2
MANAGEMENT’S DISCUSSION AND ANALYSIS
OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION FOR THE SIX MONTHS ENDED JUNE 30, 2026 AND JUNE 30, 2025
The following discussion and analysis of the
results of B.O.S Better Online Solutions Ltd. (sometimes referred to herein as, “BOS”, the “Company”, “we”,
“us” or “our’) should be read in conjunction with our interim condensed consolidated financial statements
as of and for the six months ended June 30, 2026, appearing elsewhere in this Form 6-K, our audited consolidated financial statements
and other financial information as of and for the year ended December 31, 2025 appearing in our Annual Report on Form 20-F for the year
ended December 31, 2025 and Item 5—“Operating and Financial Review and Prospects” of that Annual Report.
Forward-Looking Statements
Statements in this Report on Form 6-K may constitute
“forward-looking statements” within the meaning of the United States Federal securities laws that are based on our beliefs
and assumptions as well as information currently available to us. Such forward-looking statements may be identified by the use of the
words “anticipate”, “believe”, “estimate”, “expect”, “plan”, “intend”,
“should”, “predict”, “potential”, “opinion” or the negative of these terms or similar
expressions. Such statements reflect our current views with respect to future events and are subject to certain risks and uncertainties.
While we believe such forward-looking statements are based on reasonable assumptions, should one or more of the underlying assumptions
prove incorrect, or these risks or uncertainties materialize, our actual results may differ materially from those described herein. Factors
that could cause or contribute to such differences include, but are not limited to, those set forth under “Risk Factors” in
our Annual Report on Form 20-F for the year ended December 31, 2025, as well as those discussed elsewhere in that Annual Report and
in our other filings with the Securities and Exchange Commission. We undertake no obligation to publicly update or revise any forward-looking
statements, except as required by law.
Results of Operations
Revenues for the six months ended June 30, 2026
were $26.2 million, compared to $26.6 million in the six months ended June 30, 2025.
Gross profit for the six months ended June 30,
2026 amounted to $6.24 million (a gross margin of 23.8%), compared to $6.21 million (a gross margin of 23.4%) for the six months ended
June 30, 2025.
Sales and marketing expenses for the six months
ended June 30, 2026 were $3.1 million or 11.8% of revenues, compared to $2.54 million or 9.5% of revenues for the six months ended June
30, 2025. General and administrative expenses for the six months ended June 30, 2026 were $1.3 million, compared to $1.1 million in the
six months ended June 30, 2025.
Operating income in the six months ended June
30, 2026 amounted to $1.7 million, compared to $1.8 million in the six months ended June 30, 2025. During the six months ended June 30,
2025, the Company recorded a goodwill impairment charge of $700,000 due to underperformance in the RFID segment. Excluding the goodwill
impairment charge our operating expenses in the first six months of 2026 increased by $800,000 as compared to the comparable period in
2025. The average exchange rate of NIS to US dollar, declined from 3.6 in the first six months of 2025 to 3.03 in the first six months
of 2026. Since most of our operating expenses are linked to NIS, the depreciation of the U.S. dollar against the New Israeli Shekel during
the first half of 2026, accounted for most of the increase in our operating expenses.
Financial income for the six months ended
June 30, 2026 was $415,000, compared to financial income of $424,000 in the six months ended June 30, 2025.
Net income in the six months ended June 30, 2026
amounted to $2.13 million, compared to $2.11 million in the six months ended June 30, 2025. On a per share basis, the basic and diluted
net income per share in the six months ended June 30, 2026 was $0.30 and $0.30, respectively, compared to $0.36 and $0.33, respectively,
for the six months ended June 30, 2025. The decline in diluted earnings per share, from $0.33 to $0.30, was primarily due to the issuance
of 970,000 shares upon the exercise of warrants and options during the second half of 2025. Proceeds from these 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.
Liquidity and Capital Resources
As of June 30, 2026, we had $972,000 in long-term
bank loans, and current maturities of $139,000. Cash and cash equivalents as of June 30, 2026 amounted to $10.4 million.
The Company had positive working capital of $24.1
million as of June 30, 2026, and it is the Company’s opinion that the current working capital is sufficient for the Company’s
present requirements. Working capital requirements will vary from time-to-time and will depend on numerous factors, including but not
limited to, the operating results, scope of sales, supplier and customer credit terms, and acquisition activities.
We have on-balance-sheet financial instruments
and off-balance-sheet contingent commitments. Our on-balance-sheet financial instruments consist of our assets and liabilities. As of
June 30, 2026, the average collection period for trade receivables and the average payment period for trade payables were 123 days and
88 days, respectively. The fair value of our financial instruments approximates their carrying value. Our off-balance-sheet contingent
commitments consist of: (a) royalty commitments that are directly related to our future revenues, and (b) directors’ and officers’
indemnities in excess of the proceeds received from liability insurance that we obtain.
Cash Flows
Net cash provided by operating activities for
the six months ended June 30, 2026 was $228,000, compared to $1.45 million in the same period of 2025. The decrease was primarily attributable
to (i) higher customer advance payments received on account of revenue during the six months ended June 30, 2025, as compared to the six
months ended June 30, 2026, and (ii) profit, excluding the effect of impairment charges, being $700,000 higher during the six months ended
June 30, 2025 as compared to the six months ended June 30, 2026.
Net cash used in investing activities in the six
months ended June 30, 2026 amounted to $931,000, compared to $269,000 in the six months ended June 30, 2025. The increase was primarily
attributable to the $639,000 acquisition of intangible assets in connection with the acquisition of the Counterparties’ rights and
obligations under the joint venture agreement.
Net cash used in financing activities in the six
months ended June 30, 2026 was $712,000, mainly due to loan repayments, compared to $497,000 used in the six months ended June 30, 2025.