B O S Better Online : CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS - Form 6-K

CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

AS OF JUNE 30, 2022

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 Comprehensive Income	F-5
Condensed Interim Consolidated Statements of Changes in Shareholders' Equity	F-6
Condensed Interim Consolidated Statements of Cash Flows	F-7 - F-8
Notes to Condensed Interim Consolidated Financial Statements	F-9 - F-17

- - - - - - - - - -

F-1

B.O.S. BETTER ONLINE SOLUTIONS LTD.

AND ITS SUBSIDIARIES

CONDENSED INTERIM CONSOLIDATED BALANCE SHEETS

U.S. dollars in thousands

		June 30, 2022			December 31, 2021
		Unaudited			Audited
ASSETS
CURRENT ASSETS:
Cash and cash equivalents		$	1,120			$	1,875
Restricted bank deposits			130				242
Trade receivables (net of allowance for doubtful accounts of $64 and $123 at June 30, 2022 and December 31 2021, respectively)			10,039				9,209
Other accounts receivable and prepaid expenses			1,324				977
Inventories			5,618				5,567
Total current assets			18,231				17,870
NON-CURRENT ASSETS:
Long-term assets			160				150
Property and equipment, net			1,373				1,097
Operating lease right-of-use assets, net			721				944
Intangible assets, net			548				20
Goodwill			4,895				4,676
Total non-current assets			7,697				6,887
Total assets		$	25,928			$	24,757

The accompanying notes are an integral part of the condensed interim consolidated financial statements.

F-2

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, 2022			December 31, 2021
		Unaudited			Audited
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES:
Current maturities of non-current loans		$	573			$	740
Operating lease liabilities, current			352				538
Trade payables			6,031				5,200
Employees and payroll accruals			992				996
Deferred revenues			422				917
Advances net of inventory in progress			144				249
Accrued expenses and other liabilities			335				112
Total current liabilities			8,849				8,752
NON-CURRENT LIABILITIES:
Loans, net of current maturities			317				681
Operating lease liabilities, non-current			403				565
Deferred revenues			327				132
Accrued severance pay			249				280
Total non-current liabilities			1,296				1,658
COMMITMENTS AND CONTINGENT LIABILITIES
SHAREHOLDERS' EQUITY:
Share capital
Ordinary shares: Authorized; 8,000,000 shares at June 30, 2022 and December 31, 2021; Issued and outstanding: 5,701,518 and 5,250,518 shares at June 30, 2022 and December 31, 2021, respectively			84,829				83,835
Additional paid-in capital			989				1,019
Accumulated other comprehensive loss			(243	)			(243	)
Accumulated deficit			(69,792	)			(70,264	)
Total equity			15,783				14,347
Total liabilities and shareholders' equity		$	25,928			$	24,757

The accompanying notes are an integral part of the condensed interim consolidated financial statements.

F-3

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,
		2022			2021
		Unaudited			Unaudited
Revenues		$	21,138			$	16,557
Cost of revenues			16,667				13,274
Gross profit		$	4,471			$	3,283
Operating costs and expenses:
Research and development			87				114
Sales and marketing			2,384				1,929
General and administrative			999				877
Total operating costs and expenses			3,470				2,920
Operating income			1,001				363
Financial expenses, net			(529	)			(98	)
Income before taxes on income			472				265
Taxes on income			-				(1	)
Net income		$	472			$	264
Basic and diluted net income per share		$	0.09			$	0.05
Weighted average number of shares used in computing net income per share:
Basic			5,395,175				5,188,341
Diluted			5,437,929				5,365,243

The accompanying notes are an integral part of the condensed interim consolidated financial statements.

F-4

B.O.S. BETTER ONLINE SOLUTIONS LTD.

AND ITS SUBSIDIARIES

CONSOLIDATED INTERIM CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

U.S. dollars in thousands, except per share data

		Six months period ended June 30,
		2022			2021
		Unaudited			Unaudited
Net income		$	472			$	264
Cash flow hedging instruments:
Change in unrealized gains and losses			-				-
Gain in respect of derivative instruments designated for cash flow hedge, net of taxes			-				-
Other comprehensive gain			-				-
Comprehensive income		$	472			$	264

The accompanying notes are an integral part of the consolidated financial statements.

F-5

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 data)

		Ordinary shares			Share capital and additional paid-in capital			Accumulated other comprehensive loss			Accumulated deficit			Total shareholders' equity
Balance as of January 1, 2021			4,391,163			$	82,827			$	(243	)		$	(70,715	)		$	11,869
Issuance of ordinary shares and warrants, net			807,188				1,841				-				-				1,841
Exercise of options into ordinary shares			25,399				59				-				-				59
Share-based compensation expense			-				32				-				-				32
Net income			-				-				-				264				264
Balance as of June 30, 2021 (unaudited)			5,223,750			$	84,759			$	(243	)		$	(70,451	)		$	14,065
Balance as of January 1, 2022			5,250,518			$	84,854			$	(243	)		$	(70,264	)		$	14,347
Issuance of ordinary shares and warrants, net			450,000				911				-				-				911
Exercise of options into ordinary shares			1,000				2				-				-				2
Share-based compensation expense			-				51				-				-				51
Net income			-				-				-				472				472
Balance as of June 30, 2022 (unaudited)			5,701,518			$	85,818			$	(243	)		$	(69,792	)		$	15,783

The accompanying notes are an integral part of the condensed interim consolidated financial statements.

F-6

B.O.S. BETTER ONLINE SOLUTIONS LTD.

AND ITS SUBSIDIARIES

CONDENSED INTERIM CONSOLIDATED STATEMENTS OF CASH FLOWS

U.S. dollars in thousands

		Six months period ended June 30,
		2022			2021
		Unaudited
Cash flows from operating activities:
Net income		$	472			$	264
Adjustments required to reconcile net income to net cash provided by operating activities:
Depreciation and amortization			164				121
Interest and exchange rate of loans			(133	)			(29	)
Severance pay, net			(31	)			(35	)
Share-based compensation expenses			51				32
Increase in trade receivables, net			(830	)			(848	)
Decrease (Increase) in other accounts receivable and other long term assets			(357	)			255
Decrease (Increase) in inventories			(156	)			189
Increase (decrease) in trade payables			831				(39	)
Decrease in operating lease liabilities			(124	)			(28	)
Decrease in employees and payroll accruals, deferred revenues, accrued expenses and other liabilities			(218	)			(380	)
Net cash used in operating activities		$	(331	)		$	(498	)
Cash flows to investing activities:
Purchase of property and equipment			(394	)			(246	)
Acquisition of assets (b)			(656	)			-
Net cash used in investing activities		$	(1,050	)		$	(246	)

The accompanying notes are an integral part of the condensed interim consolidated financial statements.

F-7

B.O.S. BETTER ONLINE SOLUTIONS LTD.

AND ITS SUBSIDIARIES

CONDENSED INTERIM CONSOLIDATED STATEMENTS OF CASH FLOWS

U.S. dollars in thousands

		Six months period ended June 30,
		2022			2021
		Unaudited
Cash flows from financing activities:
Proceeds received from issuance units that consist of ordinary shares and warrants, net			913				1,841
Proceeds received from issuance of shares upon options exercised, net			-				59
Proceeds received from loans			-				129
Repayment of loans			(399	)			(393	)
Net cash provided by financing activities		$	514			$	1,636
Change in cash and cash equivalents, and restricted cash			(867	)			892
Cash, cash equivalents and restricted cash at the beginning of the period			2,117				1,176
Cash, cash equivalents and restricted cash at the end of the period		$	1,250			$	2,068
Supplementary cash flow activities:
(a) Cash paid during the period for:
Interest		$	19			$	31

(b) Net cash used to pay for the acquisition of assets (see Note 5):

		March 09, 2022
Goodwill			220
Customer relationship			304
Non-competition			269
			793	*

*	As of June 30, 2022, an amount of 656 was paid in cash.

The accompanying notes are an integral part of the condensed interim consolidated financial statements.

F-8

B.O.S. BETTER ONLINE SOLUTIONS LTD.

AND ITS SUBSIDIARIES

NOTES TO CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

U.S. dollars in thousands

NOTE 1:

GENERAL

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, 2022, the Company has three operating segments that include 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.

D.	On March 11, 2020, the World Health Organization declared the COVID-19 outbreak a global pandemic. The outbreak has reached all of the regions in which we do business, and governmental authorities around the world have implemented numerous measures attempting to contain and mitigate the effects of the virus, including travel bans and restrictions, border closings, quarantines, shelter-in-place orders, shutdowns, limitations or closures of non-essential businesses, and social distancing requirements.
		The global spread of COVID-19 and actions taken in response have caused and may continue to cause disruptions and/or delays in our supply chain, shipments, and caused significant economic and business disruption to our customers and vendors.
		The extent of the impact of COVID-19 on our business and results of operations will depend on future developments, which are highly uncertain, including the duration and severity of the outbreak, the effects of subsequent waves of COVID-19, the ability to maintain our supply chain and restrictions on our business and personnel that may be imposed by governmental rules and regulations implemented to contain or treat COVID-19.
		Management is monitoring and assessing the impact of the COVID-19 pandemic daily, including recommendations and orders issued by government and public health authorities.

F-9

B.O.S. BETTER ONLINE SOLUTIONS LTD.

AND ITS SUBSIDIARIES

NOTES TO CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

U.S. dollars in thousands

NOTE 2:

SIGNIFICANT ACCOUNTING POLICIES

The significant accounting policies applied in the financial statements of the Company as of December 31, 2021, were applied consistently in these financial statements.

A.	Use of estimates in the preparation of financial statements

The preparation of 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 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 (vi) revenue recognition.

B.	Income per share

The Company computes net income per share in accordance with ASC 260, "Earnings per share". Basic income per share is computed by dividing net loss 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 income per ordinary share is computed similar to basic income 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 additional ordinary shares were dilutive. Potential ordinary shares are excluded from the computation for a period in which a net income is reported or if their effect is anti-dilutive.

An amount of 1.2 million and 47,500 weighted average outstanding options and warrants have been excluded from the calculation of the diluted net income per share for the period of six months ended June 30, 2022 and 2021, 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.

C.	Reclassified amounts

Certain prior year amounts have been reclassified for consistency with the current year presentation. These reclassifications did not have material effect on the reported results of operations, shareholder's equity or cash flows.

D.	Recently issued accounting pronouncements

There are currently no accounting standards that have been issued but not yet adopted that we believe will have a significant impact on our unaudited condensed consolidated financial position, results of operations or cash flows.

F-10

B.O.S. BETTER ONLINE SOLUTIONS LTD.

AND ITS SUBSIDIARIES

NOTES TO CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

U.S. dollars in thousands

NOTE 3:

UNAUDITED CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

These accompanying unaudited condensed interim consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States 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, 2022 have been included. Operating results for the six-month period ended June 30, 2022 are not necessarily indicative of the results that may be expected for the year ended December 31, 2022, or any other interim period in the future.

The consolidated balance sheet at December 31, 2021 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, 2021 included in the Company's Annual Report on Form 20-F, filed with the Securities Exchange Commission on March 31, 2022.

NOTE 4:-

INVENTORIES

Composition:

		June 30, 2022			December 31, 2021
		Unaudited			Audited
Raw materials		$	117			$	178
Inventory in progress			1,684				1,658
Finished goods			4,405				4,673
Net - advances from customers			(588	)			(942	)
		$	5,618			$	5,567

F-11

B.O.S. BETTER ONLINE SOLUTIONS LTD.

AND ITS SUBSIDIARIES

NOTES TO CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

U.S. dollars in thousands

NOTE 5:-

GOODWILL AND INTANGIBLE ASSETS, NET

A. Composition:

		June 30, 2022			December 31, 2021			Weighted average amortization period
		Unaudited			Audited
Cost:
Brand name			946				946				4.1
Customer list			2,450				2,450				2.5
Software			111				111				3
Customer relationship			1,032				728				7-8.84
Non-competition			270				-				4
Backlog			117				117
			4,926				4,352
Accumulated amortization and impairments:
Brand name			946				946
Customer list			2,450				2,450
Software			111				111
Customer relationship			731				708
Non-competition			23				-
Backlog			117				117
			4,378				4,332
Amortized cost		$	548			$	20

B.	Amortization expenses amounting to $45 and $20 were recorded during the period of six months ended June 30, 2022 and the year ended December 31, 2021, respectively.

C.	The changes in the carrying amount of goodwill for the period ended June 30, 2022 are as follows:

		Goodwill
Balance as of December 31,2021			4,676
Changes during six months ended June 30, 2022 :
Recognition of goodwill			219
Balance as of June 30, 2022		$	4,895

On March 09, 2022, the Company's RFID division acquired the assets of Dagesh Ltd., which provides inventory counting services in Israel, mainly for retail stores.

In consideration for the acquisition, BOS shall pay NIS 2.3 million (approximately $700) of which NIS 1.5 million was paid at closing, NIS 700,000 was paid in April 2022, and NIS 100,000 shall be paid by March 2023.

F-12

B.O.S. BETTER ONLINE SOLUTIONS LTD.

AND ITS SUBSIDIARIES

NOTES TO CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

U.S. dollars in thousands

In addition, BOS shall pay to Dagesh, by March 2023:

An earn-out payment of 3%-6% of the revenues of the acquired assets in the 12 months ending February 28, 2023, provided that these revenues are in excess of NIS 2.5 million; and NIS 100,000, subject to the retention of at least 50% of the employees of Dagesh by BOS.

The Company estimates the additional amounts detailed above to be approximately $93. The total cost of the acquisition is estimated at $793.

As part of the purchase price allocation for the acquisition, the Company recorded goodwill in the amount of $219. Goodwill reflects the value or premium of the acquisition price in excess of the fair values assigned to specific tangible and intangible assets. Goodwill has an indefinite useful life and therefore is not amortized as an expense (the goodwill balance is not deductible for income tax purposes), but is reviewed annually for impairment of its fair value to the Company. The purchase price intrinsically recognizes the benefits of the broadened depth of new markets and management team and is primarily attributable to expected synergies.

The acquired business operations was determined to be included in the RFID segment.

F-13

B.O.S. BETTER ONLINE SOLUTIONS LTD.

AND ITS SUBSIDIARIES

NOTES TO CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

U.S. dollars in thousands

NOTE 6- LEASES

We have entered into several non-cancellable operating lease agreements for our offices and vehicles. Our leases have original lease periods expiring between 2022 and 2026. Payments due under such lease contracts include primarily fix payments. We assume renewals in our determination of the lease term. Our 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, 2022
		(unaudited)
Operating lease cost:
Vehicles			126
Facilities rent			154
			280
Remaining Lease Term
Vehicles			0.09-2.18 years
Facilities rent			0.26-4.26 years
Weighted Average Discount Rate
Vehicles			3.36	%
Facilities rent			3.36	%

The following is a schedule, by years, of maturities of operating lease liabilities as of June 30, 2022:

		June 30, 2022
		(unaudited)
Period:
The remainder of 2022			220
2023			289
2024			155
2025			93
2026			39
Total operating lease payments			796
Less: imputed interest			41
Present value of lease liabilities			755

F-14

B.O.S. BETTER ONLINE SOLUTIONS LTD.

AND ITS SUBSIDIARIES

NOTES TO CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

U.S. dollars in thousands

NOTE 7: -

SEGMENTS AND GEOGRAPHICAL INFORMATION

Until December 31, 2019, the Company presented two reportable segments consisting of the Intelligent Robotics and RFID Division segment and the Supply Chain Solutions segment. Commencing January 1, 2020 the Company decided to review its business operations in three reportable segments, consisting of the RFID segment, Supply Chain Solutions segment and the Intelligent Robotics segment. Previous presentation was adjusted to conform to the current presentation.

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. The Company applies ASC 280, Segment Reporting.

a.	Information about the operating segments for the six months ended June 30, 2022 and 2021 is as follows:

		RFID			Supply Chain Solutions			Intelligent Robotics			Intercompany			Consolidated
Six months ended June 30, 2022:
Revenues		$	7,693			$	12,873			$	572			$	-			$	21,138
Gross profit		$	1,915			$	2,575			$	(19	)		$	-			$	4,471
Allocated operating expenses		$	1,209			$	1,585			$	271			$	-			$	3,065
Acquisition expenses		$	44															$	44
Unallocated operating expenses																		$	361
Operating Income (loss)		$	662			$	990			$	(290	)		$	-			$	1,001
Financial expenses																		$	(529	)
Net Income before tax			-				-				-				-			$	472
Tax on income			-				-				-				-			$	-
Net Income			-				-				-				-			$	472

F-15

B.O.S. BETTER ONLINE SOLUTIONS LTD.

AND ITS SUBSIDIARIES

NOTES TO CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

U.S. dollars in thousands

NOTE 7: -

SEGMENTS AND GEOGRAPHICAL INFORMATION - Cont.

		RFID			Supply Chain Solutions			Intelligent Robotics			Intercompany			Consolidated
Six months ended June 30, 2021:
Revenues		$	6,322			$	9,249			$	1,036			$	(50	)		$	16,557
Gross profit		$	1,553			$	1,699			$	31			$	-			$	3,283
Allocated operating expenses		$	1,112			$	1,148			$	336			$	-			$	2,596
Unallocated operating expenses																		$	324
Income (loss) from operations		$	441			$	551			$	(305	)		$	-			$	363
Financial expenses			-				-				-				-			$	(98	)
Net Income before tax			-				-				-				-			$	265
Tax on income			-				-				-				-			$	(1	)
Net Income			-				-				-				-			$	264

b.	The following presents total revenues for the six months ended June 30, 2022 and 2021 based on the location of customers:

		June 30,
		2022			2021
		Unaudited
Israel		$	16,686			$	12,493
Far East			1,536				2,169
India			641				593
Europe			399				250
United States			1,733				1,052
Others			143				-
		$	21,138			$	16,557

F-16

B.O.S. BETTER ONLINE SOLUTIONS LTD.

AND ITS SUBSIDIARIES

NOTES TO CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

U.S. dollars in thousands (except for per share prices)

NOTE 8:

SHAREHOLDERS' EQUITY

a.

In April 2022, a total of 1,000 options were exercised for the amount of $2.

b.

On May 2, 2022, the Company entered into a definitive agreement with several investors for the sale of 450,000 units, each consisting of one ordinary share and one half warrant to purchase an ordinary share, at a unit purchase price of $2.2. The warrants have an exercise price of $2.2 per ordinary share and are immediately exercisable into ordinary shares over a five-year term. The sale was made in a registered direct offering with a total gross amount of $990 or $911 net of incremental and direct issuance expenses.

c.

In June 2021, a total of 25,399 options were exercised for the amount of $59.

d.

On March 31, 2021, the Company issued 7,188 ordinary shares (equivalent to $27) to an officer of the Company as a bonus, which was approved by the Board of Directors and shareholders.

e.

On January 4, 2021, the Company entered into a definitive agreement with several institutional investors for the sale of 800,000 units, each consisting of one ordinary share and 0.9 of a warrant to purchase an ordinary share at a combined purchase price of $2.5. The warrants have an exercise price of $2.75 per share and are immediately exercisable into ordinary shares over a five-year term. The sale was made in a registered direct offering with a total gross amount of $2,000 or $1,841 net of incremental and direct issuance expenses.

NOTE 9:

SUBSEQUENT EVENTS

a.

On May 9, 2022, the Company entered into an agreement to purchase 546 square meters of offices, 495 square meters of warehouse space and nine parking spaces in Rishon Lezion. The purchased real estate is part of the facilities leased by BOS in Rishon Lezion. BOS paid NIS 6.5 million (approximately $1.9 million) for this purchase. 10% of the purchase price was paid on signing and the balance on September 1, 2022, on which date ownership of these assets was registered under the name of the Company.

F-17