B.O.S. Better Online Solutions Ltd. Reports Results for the First Quarter of 2006.TERADYON, Israel Israel, in the Bible Israel (ĭz`rēəl, ĭz`rāəl) [as understood by Hebrews,=he strives with God], according to the book of Genesis, name given to Jacob as eponymous ancestor of the Hebrews, the chosen people of God. -- B.O.S. Better Online Solutions Ltd. (the "Company" or "BOS") (NASDAQ NASDAQ in full National Association of Securities Dealers Automated Quotations U.S. market for over-the-counter securities. Established in 1971 by the National Association of Securities Dealers (NASD), NASDAQ is an automated quotation system that reports on :BOSC)(TASE TASE Tel Aviv Stock Exchange TASE The All Seeing Eye TASE Tactical Air Support Element TASE Thrust Assessment Support Environment TASE Telecontrol Application Service Elements (IEC communications protocol) :BOSC) reported today its results for the first quarter of 2006. Revenues for the first quarter of 2006 amounted to $5.1 million compared to $7.3 million in the first quarter of 2005. The decrease in revenues is due to the fact that revenues for the first quarter of 2005 included $1.6 million revenues from product lines (Thin Client and Software Utilities) and the Communication division, that were sold during year 2005. Gross profit for the first quarter of 2006 was $1.2 million representing a gross margin of 23.6%, compared to $1.9 million representing a gross margin of 26.9% in the first quarter of the year 2005. The decrease in gross margin is related mainly to the Communication division (that was sold in late 2005) whose gross margin in the first quarter of 2005 was 29%. Operating loss operating loss The excess of operating expenses over revenue. As with operating income, operating losses exclude revenues and expenses from operations that are not considered a regular part of the business. Also called deficit. Compare operating income. was reduced to $43 thousand in the first quarter of 2006, from a loss of $533 thousand in the first quarter of 2005. Other income for the first quarter of 2006 includes a gain of $350 thousand as a result of the conversion of debt owed to BOS by IP Gear Ltd. (a subsidiary of Qualmax Inc. (Pink Sheets:QMXI) to which BOS sold its Communication division), into Qualmax Inc. shares. Net income for the first quarter of 2006 amounted to $137 thousand (or 0.02 $ per share) compared to net loss of $943 thousand (or -$0.20 per share) in the first quarter of 2005. As of March 31, 2006, the Company's balance sheet shows financial resources (cash, cash equivalents and marketable securities Marketable Securities Very liquid securities that can be converted into cash quickly at a reasonable price. Notes: Marketable securities are very liquid as they tend to have maturities less than one year, and the rate at which these securities can be bought or sold has ) of $2.6 million and loans (long and short term) of $3.9 million. Adiv Baruch Baruch, in the Bible Baruch (bər  k`, bā`rk), in the Bible. , BOS' President and CEO (1) (Chief Executive Officer) The highest individual in command of an organization. Typically the president of the company, the CEO reports to the Chairman of the Board. commented: "This
quarter represents the operations of the Company as it is based on two
divisions, enabling BOS management to focus on additional growth through
mergers and acquisitions."Edouard Cukierman, Chairman of the Board of Directors, said: "We are pleased that the Company has reached a stage at which it can generate both top and bottom line guidance thus enhancing visibility and strengthening its ties with investors. Guidance for the full year 2006 is as follows: we expect revenues to exceed $20 million and that the Company will generate a net profit in its audited financials (exclusive of M&A transactions that may transpire)." About BOS B.O.S. Better Online Solutions Ltd. (the "Company" or "BOS") (NASDAQ:BOSC)(TASE:BOSC) was established in 1990. Through its wholly owned subsidiaries Wholly Owned Subsidiary A subsidiary whose parent company owns 100% of its common stock. Notes: In other words, the parent company owns the company outright and there are no minority owners. , BOS activities are focused on two divisions: Connectivity A generic term for connecting devices to each other in order to transfer data back and forth. It often refers to network connections, which embraces bridges, routers, switches and gateways as well as backbone networks. division, with products marketed under the BOSaNOVA brand name. These products deliver instant and transparent (1) Refers to a change in hardware or software that, after installation, causes no noticeable change in operation. Also known as "feature transparency." Contrast with "seamless integration," which means that an additional component to the system can be added without incurring any connectivity from IBM (International Business Machines Corporation, Armonk, NY, www.ibm.com) The world's largest computer company. IBM's product lines include the S/390 mainframes (zSeries), AS/400 midrange business systems (iSeries), RS/6000 workstations and servers (pSeries), Intel-based servers (xSeries) iSeries A family of midrange servers from IBM that are based on IBM's POWER CPUs and run under the i5/OS, OS/400 and AIX operating systems. Windows and Linux can also be run in an attached x86-based server (see IXS). computers to personal computers, thin clients and browsers. Electronic Components division, based on Odem ODEM Order of Our Lady of Mercy (religious order) Electronic Technologies 1992 Ltd., providing solutions in RFID (Radio Frequency IDentification) A data collection technology that uses electronic tags for storing data. The tag, also known as an "electronic label," "transponder" or "code plate," is made up of an RFID chip attached to an antenna. , semiconductors, electronic components, CCD CCD in full charge-coupled device Semiconductor device in which the individual semiconductor components are connected so that the electrical charge at the output of one device provides the input to the next device. , imaging, networking, telecom and automation. BOS, www.boscorporate.com is traded on NASDAQ and on the Tel-Aviv stock exchange. This press release contains forward-looking statements forward-looking statement A projected financial statement based on management expectations. A forward-looking statement involves risks with regard to the accuracy of assumptions underlying the projections. within the meaning of the Private Securities Litigation Reform Act The Private Securities Litigation Reform Act of 1995 (PSLRA) implemented several significant substantive changes affecting certain cases brought under the federal securities laws, including changes related to pleading, discovery, liability, class representation and awards fees and of 1995. The forward-looking statements contained herein reflect management's current views with respect to future events and financial performance, as of the date of this press release. 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 dependency In international relations, a weak state dominated by or under the jurisdiction of a more powerful state but not formally annexed by it. Examples include American Samoa (U.S.) and Greenland (Denmark). of sales being generated from one or few major customers, the uncertainty of our being able to maintain current gross profit margins Gross profit margin Gross profit divided by sales, which is equal to each sales dollar left over after paying for the cost of goods sold. gross profit margin A measure calculated by dividing gross profit by net sales. , 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 earnout Earnout A contractual provision stating that the seller of a business is to obtain additional future compensation based on the business achieving certain future financial goals. Notes: The financial goals are usually stated as a percentage of gross sales or earnings. payments to be paid to BOS during year 2006, uncertainty with respect to the prospects of legal claims against BOS; and additional 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 CIRCUMSTANCES, evidence. The particulars which accompany a fact. 2. The facts proved are either possible or impossible, ordinary and probable, or extraordinary and improbable, recent or ancient; they may have happened near us, or afar off; they are public or 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, Dec. 31,
2006 2005
--------- --------
ASSETS
CURRENT ASSETS:
Cash and cash equivalents $ 2,456 $ 2,346
Marketable securities 200 1,333
Trade receivables 4,602 5,199
Other accounts receivable and prepaid expenses 703 592
Inventories 3,460 3,323
------- -------
Total current assets 11,421 12,793
------- -------
LONG-TERM ASSETS:
Severance pay fund 664 937
Investment in companies 5,723 5,412
Total long-term assets 6,387 6,349
------- -------
OTHER ASSETS 47 49
------- -------
PROPERTY, PLANT AND EQUIPMENT, NET 631 667
------- -------
GOODWILL 952 952
------- -------
CUSTOMER LIST, NET 1,785 1,836
------- -------
$21,223 $22,646
======= =======
March 31, Dec. 31,
2006 2005
--------- --------
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES:
Short term loans from banks $ 2,663 $ 2,271
Current maturities of long-term bank loans and
convertible note 526 354
Trade payables 2,691 3,367
Employees and payroll accruals 554 772
Deferred revenues 266 258
Accrued expenses and other liabilities 764 1,571
------- -------
Total current liabilities 7,464 8,593
------- -------
LONG-TERM LIABILITIES:
Bank loans (net of current maturities) 12 17
Convertible note (net of current maturities) 723 921
Deferred taxes 407 422
Accrued severance pay 820 1,190
------- -------
Total long-term liabilities 1,962 2,550
------- -------
LIABILITIES RELATED TO DISCONTINUED OPERATIONS 237 237
------- -------
Total shareholders' equity 11,560 11,266
------- -------
Total liabilities and shareholder's equity $21,223 $22,646
======= =======
CONSOLIDATED STATEMENTS OF OPERATIONS
U.S. dollars in thousands, except per share data
Three months
ended Year
March 31, ended
--------------- Dec. 31,
2006 2005 2005
------ ------ ---------
Revenues $5,102 $7,272 $27,053
Cost of revenues 3,898 5,314 20,109
Reversal of royalties - - 84
------ ------ -------
Gross profit 1,204 1,958 7,028
------ ------ -------
Operating costs and expenses:
Research and development 148 736 2,608
Less - grants and participation - - (296)
Sales and marketing 524 919 3,563
General and administrative 575 836 3,267
------ ------ -------
Total operating costs and expenses 1,247 2,491 9,142
------ ------ -------
Operating loss (43) (533) (2,114)
Financial expenses, net (78) (161) (448)
Other income, net 258 - 1,134
------ ------ -------
Profit (loss) before taxes on income 137 (694) (1,428)
Taxes on income - (59) (204)
------ ------ -------
Net income (loss) after taxes 137 (753) (1,632)
Equity in losses of an affiliated company - (145) (1,750)
Minority interest in earnings of a
subsidiary - (45) (223)
------ ------ -------
Net income (loss) $ 137 $ (943) $(3,605)
====== ====== =======
Basic net income (loss) per share $ 0.02 $(0.20) $ (0.64)
====== ====== =======
Diluted net income (loss) per share $ 0.02 $(0.20) $ (0.64)
SEGMENT INFORMATION
U.S. dollars in thousands
Three months ended March 31, 2006
-----------------------------------------------------------
Communi- Electronics Not
Connectivity cation(a) Components allocated Consolidated
------------ ---------- ----------- ---------- ------------
Revenues $ 567 $ - $4,535 $ - $5,102
Gross
profit $ 418 $ - $ 786 $ - $1,204
Operating
profit
(loss) $ 47 $ - $ 31 $ (121) $ (43)
Three months ended March 31, 2005
------------------------------------------------------------
Communi- Electronics Not
Connectivity cation(a) Components allocated Consolidated
------------ ----------- ----------- ---------- ------------
Revenues $1,504 $ 919 $4,849 $ - $7,272
Gross
profit $ 852 $ 267 $ 839 $ - $1,958
Operating
profit
(loss) $ 139 $ (598) $ 198 $(272) $ (533)
Year ended December 31, 2005
------------------------------------------------------------
Communi- Electronics Not
Connectivity cation(a) Components allocated Consolidated
------------ ----------- ----------- ---------- ------------
Revenues $3,926 $ 2,954 $20,253 $ (80) $27,053
Gross
profit $2,425 $ 783 $ 3,820 $ - $ 7,028
Operating
profit
(loss) $ 235 $(2,374) $ 727 $(702) $(2,114)
(a) Communication segment was sold at December 2005.
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