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
- - - - - - - - - -
F-1
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 | $ | $ | | |||||
| Restricted bank deposits | ||||||||
| Trade receivables (net of allowance for doubtful accounts of $ | ||||||||
| Other accounts receivable and prepaid expenses | ||||||||
| Inventories | ||||||||
| Total current assets | ||||||||
| NON-CURRENT ASSETS: | ||||||||
| Long-term assets | ||||||||
| Property and equipment, net | ||||||||
| Deferred Tax Assets | ||||||||
| Operating lease right-of-use assets, net | ||||||||
| Intangible assets, net | ||||||||
| Goodwill | ||||||||
| Total non-current assets | ||||||||
| Total assets | $ | $ | ||||||
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, 2026 |
December 31, 2025 |
|||||||
| Unaudited | Audited | |||||||
| LIABILITIES AND SHAREHOLDERS’ EQUITY | ||||||||
| CURRENT LIABILITIES: | ||||||||
| Current maturities of non-current loans | $ | $ | ||||||
| Operating lease liabilities, current | ||||||||
| Trade payables | | |||||||
| Employees and payroll accruals | ||||||||
| Deferred revenues | ||||||||
| Accrued expenses and other liabilities | ||||||||
| Total current liabilities | ||||||||
| NON-CURRENT LIABILITIES: | ||||||||
| Loans, net of current maturities | ||||||||
| Operating lease liabilities, non-current | ||||||||
| Deferred revenues | ||||||||
| Accrued severance pay | ||||||||
| Total non-current liabilities | ||||||||
| COMMITMENTS AND CONTINGENT LIABILITIES | ||||||||
| SHAREHOLDERS’ EQUITY: | ||||||||
| Share capital and additional paid-in capital | ||||||||
| Ordinary shares: Authorized; | ||||||||
| Shares to be issued | ||||||||
| Accumulated other comprehensive loss | ( | ) | ( | ) | ||||
| Accumulated deficit | ( | ) | ( | ) | ||||
| Total equity | ||||||||
| Total liabilities and shareholders’ equity | $ | $ | ||||||
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, |
||||||||
| 2026 | 2025 | |||||||
| Unaudited | Unaudited | |||||||
| Revenues | $ | $ | ||||||
| Cost of revenues | ||||||||
| Gross profit | $ | $ | ||||||
| Operating costs and expenses: | ||||||||
| Research and development | ||||||||
| Sales and marketing | ||||||||
| General and administrative | ||||||||
| Impairment of Goodwill | ||||||||
| Total operating costs and expenses | ||||||||
| Operating income | ||||||||
| Financial income, net | ||||||||
| Income before taxes on income | ||||||||
| Taxes on income | ||||||||
| Net income | $ | $ | ||||||
| Basic net income per share | $ | $ | ||||||
| Diluted net income per share | $ | $ | ||||||
| Weighted average number of shares used in computing net income per share: | ||||||||
| Basic | ||||||||
| Diluted | ||||||||
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
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 | $ | $ | $ | ( | ) | $ | ( | ) | $ | | ||||||||||||||
| Exercise of options into ordinary shares | ||||||||||||||||||||||||
| Share-based compensation expense | - | |||||||||||||||||||||||
| Net income | - | |||||||||||||||||||||||
| Balance as of June 30, 2025 (unaudited) | $ | $ | $ | ( | ) | $ | ( | ) | $ | |||||||||||||||
| Balance as of January 1, 2026 | $ | $ | $ | ( | ) | $ | ( | ) | $ | |||||||||||||||
| Exercise of options into ordinary shares | ||||||||||||||||||||||||
| Issuance of Ordinary Shares | ( | ) | ||||||||||||||||||||||
| Share-based compensation expense | - | |||||||||||||||||||||||
| Net income | - | |||||||||||||||||||||||
| Balance as of June 30, 2026 (unaudited) | $ | $ | $ | ( | ) | $ | ( | ) | $ | |||||||||||||||
The accompanying notes are an integral part of the condensed interim consolidated financial statements.
F-5
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 | $ | $ | ||||||
| Adjustments required to reconcile net income to net cash provided by operating activities: | ||||||||
| Depreciation and amortization | ||||||||
| Impairment of Goodwill | ||||||||
| Interest and exchange rate of loans | ||||||||
| Severance pay, net | ( | ) | ||||||
| Share-based compensation expenses | ||||||||
| Decrease (Increase) in trade receivables, net | ( | ) | ( | ) | ||||
| Decrease (Increase) in other accounts receivable and other long-term assets | ( | ) | ||||||
| Increase in inventories | ( | ) | ||||||
| Decrease in trade payables | ( | ) | ||||||
| Decrease (increase) in Deferred Tax Assets | ( | ) | ||||||
| Decrease in operating lease right-of-use assets, net | ||||||||
| Increase in operating lease liabilities | ( | ) | ( | ) | ||||
| Increase (Decrease) in employees and payroll accruals, deferred revenues, accrued expenses and other liabilities | ( | ) | ||||||
| Net cash provided by operating activities | $ | $ | ||||||
| Cash flows to investing activities: | ||||||||
| Acquisition of intangible assets (See Note 5) | ( | ) | ||||||
| Purchase of property and equipment | ( | ) | ( | ) | ||||
| Net cash used in investing activities | $ | ( | ) | $ | ( | ) | ||
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 (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 | ||||||||
| Repayment of loans | ( | ) | ( | ) | ||||
| Net cash provided by (used in) financing activities | $ | ( | ) | $ | ||||
| Change in cash and cash equivalents, and restricted bank deposits | ( | ) | ||||||
| Cash, cash equivalents and restricted bank deposits at the beginning of the period | ||||||||
| Cash, cash equivalents and restricted bank deposits at the end of the period | $ | $ | ||||||
| Supplementary cash flow activities: | ||||||||
| (a) Cash paid during the period for: | ||||||||
| Tax | $ | $ | ||||||
| Interest | $ | $ | ||||||
| (b) Cash received during the period for: | ||||||||
| Interest | ||||||||
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
NOTES TO CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
U.S. dollars in thousands (except share and per share data)
| 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, 2026, the Company has |
| 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. | Iron Swords War |
| 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. |
F-8
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.
| D. | Earnings per share |
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
F-9
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. |
F-10
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.
| NOTE 4: | INVENTORIES |
Composition:
| June 30, 2026 | December 31, 2025 | |||||||
| Unaudited | Audited | |||||||
| Raw materials | $ | $ | | |||||
| Inventory in progress | ||||||||
| Finished goods | ||||||||
| $ | $ | |||||||
F-11
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 | ||||||||||||||||
| Changes during 2025 | ||||||||||||||||
| Amortization during 2025 | ( | ) | ( | ) | ||||||||||||
| Balance as of January 1 and December 31, 2025 | ||||||||||||||||
| Changes during six months period ended June 30, 2026 | ||||||||||||||||
| Acquisition during 2026* | ||||||||||||||||
| Amortization during 2026 | ( | ) | ( | ) | ( | ) | ||||||||||
| Balance as of June 30, 2026 | $ | $ | ||||||||||||||
| * |
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
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 $ |
| C. |
| Goodwill | ||||
| Balance as of January 1 and December 31, 2024 | ||||
| Acquisition during 2025 | ||||
| Impairment of Goodwill | ( | ) | ||
| Balance as of January 1 and December 31, 2025 | ||||
| Changes during the six months period ended June, 30 2026 | - | |||
| Impairment of Goodwill | ||||
| Balance as of June 30, 2026 | $ | |||
| (*) | As of June 30, 2026 the entire remaining balance of goodwill relates to the RFID segment |
F-12
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
The RFID segment includes
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 $
The annual impairment analysis as of December 31, 2025 resulted in an additional goodwill impairment loss of $
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.
F-13
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 6: | LEASES |
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 | ||||
| Facilities rent | ||||
| Remaining Lease Term | ||||
| Vehicles | ||||
| Facilities rent | ||||
| Weighted Average Discount Rate | ||||
| Vehicles | % | |||
| Facilities rent | % | |||
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 | ||||
| 2027 | ||||
| 2028 | ||||
| 2029 | ||||
| 2030 | ||||
| 2031-2034 | ||||
| Total operating lease payments | ||||
| Less: imputed interest | ( | ) | ||
| Present value of lease liabilities | ||||
F-14
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
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. |
| RFID | Supply | Intelligent Robotics | Intercompany | Consolidated | ||||||||||||||||
| Six months ended June 30, 2026: | ||||||||||||||||||||
| Revenues from external customers | $ | $ | $ | $ | ( | ) | $ | |||||||||||||
| Cost of revenues, net of allowance | $ | $ | $ | $ | ( | ) | $ | |||||||||||||
| Allowance for slow inventory | $ | $ | ( | ) | $ | $ | $ | ( | ) | |||||||||||
| Gross profit | $ | $ | $ | $ | $ | |||||||||||||||
| Allocated operating expenses | $ | $ | $ | $ | $ | |||||||||||||||
| Segment profit (loss) | $ | $ | $ | $ | $ | |||||||||||||||
| Unallocated operating expenses | $ | |||||||||||||||||||
| Operating Income (loss) | $ | $ | $ | $ | $ | |||||||||||||||
| Financial income | $ | |||||||||||||||||||
| Income before taxes on income | $ | |||||||||||||||||||
| Tax on income | $ | |||||||||||||||||||
| Net Income | $ | |||||||||||||||||||
F-15
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 | $ | $ | $ | $ | ( | ) | $ | |||||||||||||
| Cost of revenues, net of allowance | $ | $ | $ | $ | ( | ) | $ | |||||||||||||
| Allowance for slow-moving inventory | $ | $ | $ | $ | $ | |||||||||||||||
| Gross profit | $ | $ | $ | $ | $ | |||||||||||||||
| Allocated operating expenses | $ | $ | $ | $ | $ | |||||||||||||||
| Segment profit (loss) | $ | ( | ) | $ | $ | $ | $ | |||||||||||||
| Unallocated operating expenses | $ | |||||||||||||||||||
| Operating Income (loss) | $ | ( | ) | $ | $ | $ | $ | |||||||||||||
| Financial expenses | $ | |||||||||||||||||||
| Net Income before tax | $ | |||||||||||||||||||
| Tax on income | $ | |||||||||||||||||||
| Net Income | $ | |||||||||||||||||||
| b. |
| June 30, | ||||||||
| 2026 | 2025 | |||||||
| Unaudited | ||||||||
| Israel | $ | $ | ||||||
| Far East | ||||||||
| India | ||||||||
| Europe | ||||||||
| United States | ||||||||
| Others | ||||||||
| $ | $ | |||||||
F-16