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EXCEL - IDEA: XBRL DOCUMENT - HOTEL OUTSOURCE MANAGEMENT INTERNATIONAL INCFinancial_Report.xls
EX-31.2 - CERTIFICATION OF HOMI?S CFO PURSUANT TO RULE13A- 14(A) - HOTEL OUTSOURCE MANAGEMENT INTERNATIONAL INCexhibit31_2.htm
EX-31.1 - CERTIFICATION OF HOMI?S CEO PURSUANT TO RULE13A- 14(A) - HOTEL OUTSOURCE MANAGEMENT INTERNATIONAL INCexhibit31_1.htm
EX-32.1 - CERTIFICATION OF HOMI?S CEO AND CFO REQUIRED BY RULE 13A-14(B) - HOTEL OUTSOURCE MANAGEMENT INTERNATIONAL INCexhibit32_1.htm


  
 
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM 10-K
 
(Mark One)
 
x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES AND EXCHANGE ACT OF 1934
 
For the fiscal year ended December 31, 2011
 
TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
For the transition period from [ ] to [ ]
 
Commission file number 000-50306

HOTEL OUTSOURCE MANAGEMENT INTERNATIONAL INC.
(Exact Name of Registrant as Specified in its charter)
   
Delaware
13-4167393
(State of Incorporation)
(IRS Identification Number)
   
80 Wall Street, Suite 815
New York, New York
10005
(Address of principal executive offices)
(Zip Code)
 
Issuer's telephone number (212) 344-1600
 
Securities registered pursuant to Section 12(b) of the Act:
 
 
Name of each exchange on which
Title of each class
Registered
0
0
 
Securities registered pursuant to Section 12(g) of the Act:
 
Common Stock, par value $0.001
(Title of Class)
 
Indicate by check mark if the registrant is a well-known seasoned issuer (as defined in Rule 405 of the Securities Act) o Yes    x   No
 
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act Yes x   No o
 
Indicate by check mark whether the registrant: (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x   No o
 
Indicate by check mark if disclosure of delinquent filers in response to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. x
 

 
 

 

Indicate by check mark whether the registrant is a large accelerated filer or accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Ruler 12b-2 of the Exchange Act (check one):
 
Large Accelerated Filer o                                                                            Accelerated Filer o
Non-Accelerated Filer   o                                                                             Smaller reporting Company x
(Do not check if a smaller reporting company)
 
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). o Yes    x   No
 
State the aggregate market value of the voting and non-voting common equity held by non-affiliates of the Company computed by reference to the price at which the common equity was sold, or the average bid and asked price of such common equity, as of December 31, 2010, the last business day of the registrant's most recently completed year:
 
89,453,364  shares at $.03 = $2,683,600.90
 
(1) Average of bid and ask closing prices on December 31, 2011.
 
(APPLICABLE ONLY TO CORPORATE REGISTRANTS)
 
State the number of shares outstanding of each of the Issuer’s classes of common stock, as of the latest practicable date:
 
89,453,364 common shares issued and outstanding as of December 31, 2011
 
DOCUMENTS INCORPORATED BY REFERENCE
 
See index to exhibits
 
Transitional Small Business Disclosure Format (Check One): Yes [ ] No [X]
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

 

 

HOTEL OUTSOURCE MANAGEMENT INTERNATIONAL, INC.
2011 FORM 10-K ANNUAL REPORT
TABLE OF CONTENTS
 
PART I
   
Item 1
Business
   
   
General
  4  
   
Our Growth Strategy
  4  
   
Operations
  5  
   
Competition
  5  
   
Customers and Markets
  7    
   
Government Regulations
  8  
   
Intellectual Property
  8  
   
Employees
  8  
   
Corporate Structure
  8  
Item 1A
Risk Factors
  8  
Item 1B
Unresolved Staff Comments
  10  
Item 2
Properties
  10  
Item 3
Legal Proceedings
  10  
Item 4
Submission of Matters to a Vote of Security Holders
  10  
PART II
  10  
Item 5
Market for Registrant’s Common Equity, Related Stockholder Matters,
  10  
   
and Issuer Purchases of Equity Securities
   
Item 6
Selected Financial Data
  12  
Item 7
Management’s Discussion and Analysis of Financial Condition and
  12  
     
Results of Operations
  12  
   
Forward-Looking Statements
   
   
Critical Accounting Policies
   
   
Revenue Recognition, Accounts Receivable and Allowance for Doubtful
   
     
Accounts
   
   
Long-Lived Assets
   
   
Overview
   
   
Cost and Expenses
   
   
Results of Operations
   
   
Liquidity and Capital Resources
   
   
Subsequent Events
   
   
Off-Balance Sheet Arrangements
   
   
Inflation
   
   
International Tax Implications
   
Item 7A
Qualitative and Qualitative Disclosures about Market Risk
  17  
Item 8
Financial Statements and Supplementary Data
  18  
   
Report of Independent Registered Public Accounting Firm
   
   
Consolidated Balance Sheets
   
   
Consolidated Statements of Operations
   
   
Consolidated Statements of shareholders’ Equity
   
   
Consolidated Statements of Cash Flows
      
   
Notes to Consolidated Financial Statements
   
Item 9
Changes In and Disagreements With Accountants on Accounting on
  45  
   
Accounting and Financial Disclosure
   
Item 9A(T)
Controls and Procedures
  45  
Item 9B
Other Information
  46  
PART III
 
Item 10
Directors, Executive Officers and Corporate Governance
  46
Item 11
Executive Compensation
  47
Item 12
Security Ownership of Certain Beneficial Owners and Management and
  48
   
Related Stockholder Matters
 
Item 14
Principal Accountant Fees and Services
  51
 
Signatures
 
PART IV
   
Item 15
Exhibits and Financial Statement Schedules
  52
 

 

 

FORM 10-K
 
HOTEL OUTSOURCE MANAGEMENT INTERNATIONAL, INC.

PART I

ITEM 1:
DESCRIPTION OF BUSINESS
 
General
 
Hotel Outsource Management International, Inc.  is a multi-national service provider in the hospitality industry, supplying a range of services in relation to computerized minibars that are primarily intended for in-room refreshments. In addition, we manufacture and install our own proprietary computerized minibar, the HOMI® 336 and the HOMI ® 330, which are the first in a new range of products currently under development and/or manufacture. The HOMI® 336 and the HOMI ® 330 are the first products to be designed and manufactured by the Company.
 
Hotel Outsource Management International, Inc. is a holding company for several subsidiaries which market, and operate computerized minibars in hotels located in the United States, Europe and Israel. Hotel Outsource Management International, Inc. and its subsidiaries may collectively be referred to as "we", "us", "our" or" HOMI."  HOMI was incorporated in Delaware on November 9, 2000 under the name Benjamin Acquisitions, Inc.
 
Our core activities focus primarily on manufacturing, operating, servicing and marketing computerized minibars installed in upscale hotels throughout the world.
 
We believe that by using the appropriate equipment, including technologically advanced computerized minibars, we are able to materially improve the performance of the minibar departments, thereby improving the hotel’s bottom line.
 
For some years now, the hotel industry has been focusing on outsourcing many of the functions related to its key activities, in order to increase efficiency and lower fixed costs. In periods of economic slow-down, the interest in outsourcing solution may actually increase. We offer our customers a number of solutions that are designed to meet this need, in relation to the minibar departments, ranging from consultation and supervision services, all the way to full outsource installation and operation arrangements.
 
Whether we are consulting to the hotel, or managing the entire minibar department, we focus on hands-on, expert and dedicated management, on-site supervision, and disciplined implementation of specialized procedures which we have developed, in order to achieve our goals and improve the department’s performance.
 
Using these methods, we already manage many thousands of minibars for our customers, who are spread over four continents around the world.
 
We have been doing business since 1997 through various subsidiaries. The current corporate structure, in which we are a holding company for various wholly owned subsidiaries around the world, has been in place since 2001. Our common stock was listed on the Over-the-Counter Bulletin Board, or "OTC Bulletin Board" from February 2004 until February 2011.  It now trades on the OTCQB under the symbol "HOUM.PK."
 
Our Growth Strategy
 
It is our objective to continue to increase the number of minibars which we manage in hotels, using the various business models which we have developed, in accordance with each customer’s needs, as well as to engage in rental, sale and installation and outsource programs using the HOMI ® 330 and additional minibar models. HOMI intends to design and manufacture peripheral products and/or accessories for the HOMI 330®. HOMI also intends to offer new and additional minibar models. Proposed additional models may be referred to as the “New Range of Products.”
 
During 2010, HOMI and Best Bar Services Ltd. ("Best Bar"), a third party company, began their cooperation regarding Best Bar’s Open Display – Open Access Computerized minibars. HOMI purchases minibars from Best Bar and then markets them as the HOMI ® 232 minibar.  HOMI has already signed agreements with several hotels to install and operate the HOMI ® 232.
 
Our activities currently focus on North America, Europe and Israel. We intend to consolidate and increase our business in the regions in which we are already active. We also believe that there are growth opportunities in new markets, and that by implementing the same models that have been successful for us in our current markets, we will be able to replicate our success in these other regions also.

 

 

Our services have to date been directed primarily at upscale and luxury hotels. We believe that by adjusting our existing business models, it will be possible to broaden the base of our activities so as to include midscale hotels. An integral part of this strategy involves the sale, rental, installation and outsource programs of the HOMI ® 330 and the New Range of Products. Features of the HOMI® 330 and the New Range of Products which we believe will make it easier to enter the mid-scale range of hotels include:
 
 
·
Mechanism against mistaken charges. This has been designed to increase the accuracy of the automatic billing.
 
·
Substantially lower operating costs. This should improve profit margins and means that HOMI will be able to offer the HOMI® 330 and the New Range of Products to midscale/mid-market hotels, a very large sector previously closed to HOMI in the past, as well as to upscale hotels.
 
·
No need for infrastructure at hotel. A standard electrical outlet is the only infrastructure required. Minibar data is transferred automatically via an integral, dedicated wireless system. This makes installation easier, and more attractive to hotels.
 
By opening the midscale range of hotels to our services, we will be able to substantially increase the potential size of our target market, which should enable us to further improve our revenues and profitability.
 
Operations
 
To date our activities have focused primarily on managing the minibar departments in upscale hotels. We offer our customers a number of solutions ranging from consultation and supervision services, all the way to full outsource installation and operation services. We currently implement several general types of business models, further detailed below.
 
Complete Outsource Solution.  This is currently the most prominent of the business models that we employ. Many hotels do not want to pay upfront for their minibars, and many do not want to allocate resources to operate the minibars either.
 
Accordingly, we manufacture our own New Range of Products, or purchase other manufacturers’ new minibars, and install them at the hotel’s premises, at no immediate cost to the hotel. In the case of computerized minibars, the installation also includes software designed to interface between the minibars and the customer’s existing management software, so that various actions relating to usage of the minibars such as, consumption of products from the minibars, and the locking/unlocking of the minibars, can be logged or controlled by the customer and by us. We then manage and operate the minibar department for the customer. We also supply full maintenance services for the minibars. We carry the operating expenses of the minibar department, and net revenues (after rebates and other discounts, if any) from the minibar department are shared, with us receiving the majority of the revenue and the hotel retaining the balance of the revenues. Generally, we offer incentives to the hotel so that the customer’s relative share increases as the net revenue per minibar rises.
 
In this model, the initial term of our agreement with the hotel is several years, and the customer typically has an option to extend the agreement and/or to purchase the turnkey system from us at one or more points in time during the term of the agreement. Our objective is to provide our services to the customer for the full term of the agreement, but this business model remains profitable even if the customer decides, at any stage, to exercise its option to purchase the system from us.
 
We offer this kind of model for the HOMI® 330 and the HOMI ® 232, but have made some adjustments, so that the agreements are typically for a shorter period, and the division of revenues is often based on a threshold, where HOMI is guaranteed all revenue up to the threshold, and anything above the threshold is divided between HOMI and the hotel at a fixed rate, with the majority going to HOMI.
 
We believe that this type of model offers the customer many advantages in relation to its minibar department, including the following:
 
 
§
No capital expenditure on the minibars
 
 
§
A new revenue stream, if no minibars were previously installed and operational
 
 
§
No labor expenses and no operating costs
 
 
§
No purchase of goods and no inventory management
 
 
§
Added service to guests, thereby improving the customer’s competitive edge
 
 
§
No downside: hotel is minimizing its risks, both financial and other
 
 
§
Added flexibility, via the customer’s option to purchase the system
 
 
§
Outsourcing allows the hotel to focus on major revenue sources
 
 

 
 
 
§
Quality of service: we specialize in the field
 
 
§
Increased control and management, extensive reporting
 
 
§
No maintenance by customer
 
 
§
Periodic technical and technological upgrades
 
Management & Operation of Installed Base.  For customers who already have an installed, operational minibar system, we provide partial maintenance services, and full operation and management services. Essentially, the services which we provide in this case are the same as in the Outsource Solution for Leased Base model.
 
New Business Model
 
In 2009 we introduced a new business model, pursuant to which we  sell to third parties minibars scheduled to be installed at specific hotels with which we have outsourcing agreements.   The minibars, once installed and operational, remain in place at the hotel and we operate and maintain these minibars in accordance with our outsource operation agreement; the only difference is that title to the minibars now rests with the third party. The agreements with the third parties are to be in effect for most of the useful lives of the minibars.
 
According to this business model, we continue to invoice each hotel for the full amount of the net revenues from its outsource operation (“Net Revenues”).  From this amount, we deduct operational payments (cost of goods, labor, $0.06 (in dollars) per minibar maintenance, 8% management fee) (“Operational Payments”). As long as Net Revenues exceeds Operational Payments ("Operating Cash Flow"), such Operating Cash Flow shall be divided between us and the third party in accordance with the terms of the agreement.
 
In other cases, instead of selling the minibars to a third party, we receive a loan from a third party in an amount equivalent to our turnkey installed cost price,$450 - $500 per HOMI® 330 minibar to be installed at a specific hotel(s) with which we have an outsourcing agreement.   The loan repayment schedule and interest payments are made according to a calculation of the operational results of the minibars.
 
Other.  The models discussed above are the primary types of arrangement that we offer our customers, but we approach each case with a certain amount of flexibility, which enables us to adjust a particular model so that it is tailor-made for the customer, but is still in line with the principles outlined above. Also, each model may be sub-divided into arrangements whereby we receive a fixed service charge, or a fixed percentage of gross revenues, instead of net revenues, and other similar adjustments. The models will also vary depending on the nature of the customer: upscale hotel, airport hotel or other hotel; and whether the minibars are computerized or manual. Sometimes, the existence of specific union rules in certain territories also require us to be flexible and adapt an arrangement so that it is workable for the customer, while still enabling us to manage and/or operate the minibar department in a way which is designed to be profitable for us, as well as for the customer. We may also be prepared to lease / rent minibars to customers, or enter into a revenue share agreements, and /or other financing arrangements, where circumstances so require. This may be applicable to the HOMI® 330, the HOMI ® 232 and a New Range of Products.
 
Competition
 
We have over a decade of hands-on experience in providing services to the hotel industry. Whether we are consulting to a hotel, or managing the entire minibar department, we focus on hands-on, expert and dedicated management, on-site supervision, and disciplined implementation of specialized procedures which we have developed, in order to achieve our goals and improve the department’s performance.
 
Many of our competitors have experience in revenue-sharing business models, while others provide systems that are supposed to improve the efficiency of a hotel’s minibar department.
 
We believe that our ability to provide a range of services, up to a complete outsource solution, including a comprehensive financing solution as well as the full management and operation of the minibar department, places us in a favorable position, compared with some of our competitors.
 
 

 
 
Our hands-on management strategy, combined with on-site supervision, allows us to assume responsibility for the following matters, thereby enabling our customers to concentrate their efforts in other areas:
 
 
§
Implementation of our exclusive operating procedures
 
 
§
Procurement of the consumables that are offered in the minibars
 
 
§
Management of inventory control and monitoring of expiry dates of consumables
 
 
§
Implementation of procedures to handle and reduce rebates
 
 
§
Periodic reconciliation of accounts
 
 
§
Training of minibar attendants and front office employees
 
 
§
Maintenance and support
 
Our objective is to enable our customers to increase the net revenues that are generated by their minibar departments, including by the following means:
 
 
§
Taking active involvement in the selection and pricing of consumables
 
 
§
Implementing innovative and attractive product mixes for different room categories
 
 
§
Producing attractive, creative and novel menus
 
 
§
Improving minibar visibility
 
 
§
Proposing and implementing effective promotional activities
 
 
§
Reducing rebates & manual emptying of minibars by guests
 
 
§
In-depth and real-time data logging and reporting, thereby creating extensive sales statistics and enabling effective data-mining, designed to adapt the system to improve performance
 
A large number of hotels still manage and operate their minibar departments in-house, and the concept of outsourcing this to a company that specializes in this kind of activity is still relatively new. In some cases, there is a general lack of awareness on the part of the hotel, either of the existence of the kind of services which we offer, or of the advantages that can be gained by making use of them. Our marketing activities are directed at increasing awareness and painting a full picture for the hotels, so that they can make an educated decision, based on the relative pros and cons. We believe that our services can be of substantial benefit to our customers, but outsourcing of this type of services still accounts for a relatively small segment of the hotel industry market.
 
In addition, there are also other companies which offer some or all of the services which we offer. Presently, our main competitors are Minibar Systems, Bartech Systems International, Inc. and Domestic Holding AB which offer outsourcing or revenue sharing programs at prices that are competitive with ours. Other companies, such as Club Minibar, offer outsourcing programs utilizing manual minibars. In respect of the financing aspects of the solutions we offer to our clients, we are also in competition with certain manufacturers of the minibars themselves. With respect to the New Range of Products, we expect to be in competition with certain minibar manufacturers who offer minibars that may be perceived by our potential customers as being alternatives to our New Range of Products.
 
Whether in the regions in which we are currently active, or in territories into which we will expand our activities in the future, the arrival of other companies offering similar services may force down our profit margins if we are to remain competitive.
 
Customers and Markets
 
We currently market and provide our products and services primarily to upscale and luxury hotels.
 
As of December 31, 2011, we provide operation and/or management services to the minibar departments of 41 hotels, most of which are affiliated with prominent international hotel chains such as Hilton, Sheraton, Hyatt and others.
 

 

 

There seems to be a direct correlation between a hotel's occupancy level and average room rate and the quantity of purchases made by guests from a hotel's minibars. As a result, in the majority of our current projects, where our revenues are based on the net revenues of the minibar departments which we operate and/or manage, our revenues are dependent on hotel occupancy levels and average room rate. Decreases in hotel occupancy levels and its average room rate could result in corresponding decreases in our revenues.
 
Governmental Regulation
 
In accordance with regulations related to the sale of alcoholic beverages in various countries in which we provide our services, there are instances where we operate under a hotel's license to sell alcohol. In such cases, although we do not incur costs of meeting regulatory compliance, we cannot guarantee a hotel's compliance with applicable regulations. Failure of a hotel to comply with these regulations could result in our inability to sell alcoholic beverages in the minibars being operated and/or managed by us, which would probably result in a decrease in our revenues.
 
Intellectual Property 
 
We own the trademark “HOMI” in respect of products and services which we supply. In numerous countries around the world, we have registered, and/or are in the process of registering, this trademark in our name. In 2006, we filed for patent protection with regard to certain features of the HOMI® 336 and the HOMI® 330 and our New Range of Products and this patent has been registered and issued in the United States and Europe and an application is pending in Taiwan. In 2008, a further patent application was filed in the U.S., with regard to certain additional features of our New Range of Products, and this application is pending. In 2009, a further patent application was filed in the U.S., with regard to certain additional features of our New Range of Products, and this application is pending. We hold no other registered patents, trademarks, service marks or other registered intellectual property relating to our operations.
 
Employees
 
As of December 31, 2011, HOMI and its subsidiaries had 50 full time employees.
 
Corporate Structure
 
We have a fully owned United States subsidiary, HOMI USA, Inc. (“HOMI USA”), formerly known as Hotel Outsource Services, Inc., through which we conduct business in the United States.
 
Outside the United States, we carry on our business activities through regional subsidiaries, each of which is responsible for one or more territories in which we market and/or provide our services. These subsidiaries receive management services from us, and some of them also have staff of their own, retained either as employees or under management agreements or service agreements.
 
Our operating subsidiaries can, as of December 31, 2011, be summarized as follows:
HOMI USA, Inc. (“ HOMI USA ”)
HOMI Israel Ltd. (“HOMI Israel”)
HOMI Industries Ltd. (“HOMI Industries”)
HOMI France SAS
HOMI UK Limited.
HOMI Canada, Inc.
HOMI Florida LLC
 
All of our subsidiaries are currently wholly owned by us, directly or indirectly.
 
ITEM 1A:                      RISK FACTORS
 
1.  We are dependent on a small number of customers for a large percentage of our business.
 
In 2011, our three largest customers provided 27.7 % of our sales revenues, and in 2010, our three largest customers provided 30.0 % of our sales revenues. The loss of any of these customers would cause a large decrease in our sales revenues and negatively affect our ability to operate.
 

 

 

2.  We depend on key personnel, the loss of whom could adversely affect our ability to perform, market our company and obtain contracts with major hotels.
 
Our success is substantially dependent on the performance of our executive officers, Daniel Cohen and Jacob Ronnel. The loss of the services of either of these executive officers could have a material adverse effect on our business, results of operations and financial condition. In addition to being executive officers of HOMI, Mr. Cohen and Mr. Ronnel are executive officers of most of our subsidiaries. We are further dependent on the performance of Ariel Almog, Chief Executive Officer of HOMI USA, Inc. Competition for senior management, marketing personnel and other employees is intense, and there can be no assurance that we will be successful in attracting and retaining such personnel. Failure to successfully manage our personnel requirements could cause a decrease in sales and revenues. While we intend to purchase key person life insurance for our executive officers, currently we do not have any such insurance.
 
3.  The economy of the hospitality industry is uncertain; a downturn could decrease our opportunities for contracting with new hotels.
 
HOMI's revenues are dependent in large part on the continued growth and profitability of the lodging industry, which, in turn, is dependent on levels on travel, tourism and business entertaining. There can be no assurance that profitability and growth will be achieved.
 
The current global economic crisis that began during 2008, had an adverse effect on the hospitality industry, and could continue to adversely affect this industry through the foreseeable future.  A weak U.S. dollar and high rates of unemployment could result in the failure of many Americans to travel abroad, thereby resulting in decreased tourism. The ongoing crisis in the Middle East, likewise, has had a negative impact on the hospitality industry in that region, which may continue into the foreseeable future.  Any or all of these events could result in hoteliers' decision to not install our minibars, which could have a materially adversely affect HOMI's business, operating results and financial condition.
 
4.   In our outsource operations, we depend on the hotels' timely payment of our share of the minibar revenues, the failure of which could harm our credit, cash flow and corporate growth.
 
An integral part of our outsource operation program is in the collection of revenues from our minibars by the host hotel, and then the allocation of such revenues between HOMI and the hotel. As a result, we depend on each hotel's timely and accurate collection of revenues. To the extent we depend on our revenues to pay our expenses and/or fund our growth, hotels' failure to timely and/or accurately remit payment could adversely affect our credit, cash flow and expansion opportunities.
 
5. We will need, and may be unable to obtain, additional financing which could force us to slow down or suspend our operations.
 
HOMI needs to continue to market its products and services in order to expand its operations. We expect that our new business models wherein we sell new outsource installations to third parties and in other times receive a similar amount in loans for installations, will enable us to finance our operations and projected growth in 2012.We believe that by implementing our new business models, and by receiving certainshareholder loans in December 2011 and in January 2012, we will have sufficient funds to meet our needs for working capital for the next 12 months. However, there is no guarantee that our new business model will supply us with sufficient working capital, in which case we may need to obtain funding from other sources. There can be no assurance that additional capital will be available on acceptable terms. As such, we may not be able to fund our future operations, adequately promote our products, develop or enhance services or respond to competitive pressures. Any such inability could adversely affect our ability to enter into new contracts which would prevent us from growing the company.

6. If we fail to maintain an effective system of internal controls, we may not be able to accurately report our financial results. As a result, current and potential stockholders could lose confidence in our financial reporting, which would harm our business and the trading price of our stock.
 
Effective internal controls are necessary for us to provide reliable financial reports. If we cannot provide reliable financial reports, our business and operating results could be harmed. We have in the past discovered, and may in the future discover, areas of our internal controls that need improvement.
 
In evaluating the effectiveness of our internal controls over financial reporting as of December 31, 2008, we identified two material weaknesses: entity control level; and segregation of duties in the finance department.  As a result,   management implemented a comprehensive program designed to strengthen our internal controls over financial reporting. Among other things, the program provided for (i) the addition of staff to our finance department as well as to the operational department, (ii) the integration of updated financial software, (iii) the creation of a new mechanisms for the review and approval of invoices to customers and/or from suppliers, (iv) increased level of discussion and documentation by senior financial management, (v) increased frequency of sudden checks; and (vi) the establishment of additional controls over financial reporting.
 
During the years ended December 2010 and December 31, 2011, management carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures. Such an evaluation requires the check and testing of the existence of the required controls. Based on this examination, as of December 31, 2011, management has concluded that its disclosure controls and procedures are effective.

 

 

ITEM 1B:                      UNRESOLVED STAFF COMMENTS
 
Not applicable
 
ITEM 2:
PROPERTIES
 
Our operations are based primarily at hotels in which we conduct our outsource operations. Most of these hotels allow us to utilize office space free of charge. We also make use of a small amount of office space in Hertzeliya, San Francisco, and New York.
 
Our facilities are as follows:
 
 
·
Our corporate headquarters are located at 80 Wall Street, Suite 815, New York, New York, in the offices of Schonfeld & Weinstein, L.L.P., at no additional cost to us. Schonfeld & Weinstein, L.L.P. serves as our US Counsel and also owns shares in our company.
 
 
·
HOMI Israel’s and HOMI Industry's corporate headquarters are currently located at 1 Abba Eban  St. Hetrzeliya Pituach 47625,  Israel with a monthly rent of $3,981. This office is leased from an unaffiliated third party. We also lease a virtual office at 116 West 23rd Street, New York, New York from Select Office Suites, an unrelated third party, for $100 per month on a month-to-month basis.
 
 
·
HOMI USA has its corporate headquarters at 1 Embarcadero Center, Suite 500, San Francisco, California 94111. The monthly rent is $500. Most of HOMI USA’s operations are conducted from the office we utilize at the Hyatt Regency San Francisco, which is one of our customers.
 
The office space provided us by the hotels in which we operate are also usually used to store goods to be placed in the minibars and spare parts for the minibars. Generally, we do not keep a significant number of minibars in stock. Instead, we order them on an as needed basis. Typically, they are then shipped directly from the manufacturer to the customer. As we enter into additional outsource agreements with customers, we will expect to receive office space within the premises of these customers, from which we will conduct our operations.
ITEM 3:
LEGAL PROCEEDINGS
 
To the best of our knowledge, there are no legal proceedings pending or threatened against us.
 
ITEM 4:
[REMOVED AND RESERVED]
 

PART II

ITEM 5:
MARKET FOR THE REGISTRANTS COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
 
Market For Common Stock
 
As of December 31, 2011, HOMI has 89,453,364 shares of common stock outstanding held by a total of 108 shareholders. No dividends have been declared as of December 31, 2011.
 
Our common stock is listed on the OTC QB under the symbol "HOUM.OB."
 
2010:
   
High
Low
 
First Quarter
 
$0.06
$0.015
 
Second Quarter
 
$0.015
$0.02
 
Third Quarter
 
$0.03
$0.02
 
Fourth Quarter
 
$0.03
$0.02
         
2011:
       
 
First Quarter
 
$0.03
$0.01
 
Second Quarter
 
$0.06
$0.01
 
Third Quarter
 
$0.08
$0.03
 
Fourth Quarter
 
$0.03
$0.03
 

 
10 

 

Recent Sales of Unregistered Securities; Use of Proceeds from Registered Offerings
 
On November 11, 2008, HOMI entered into a loan agreement with related parties, Daniel Cohen, President of HOMI and Avraham Bahry, Chairman of the Board of Directors of HOMI. The loan agreement had been approved by HOMI’s Board of Directors on November 10, 2008. Pursuant to this loan agreement, Mr. Cohen and Mr. Bahry loaned HOMI $100,000 and $200,000, respectively, for a maximum period of four months. The loans carried interest at a rate of 6% per annum.  The entire sum of the loans and accrued interest was converted into HOMI’s common stock at a rate of $0.05 per share, the price that shares were offered to shareholders in HOMI's rights offering that closed on January 23, 2009.
On December 8, 2008, HOMI entered into a loan agreement with related parties, Jacob Ronnel, Chief Executive Officer of HOMI and Aryeh Reif, Corporate Secretary of HOMI. The loan agreement had been approved by HOMI’s Board of Directors on December 3, 2008. Pursuant to this loan agreement, Mr. Ronnel and Mr. Reif loaned HOMI $400,000 and $20,000, respectively, for a maximum period of four months. The loans carried interest at a rate of 6% per annum.  The entire sum of the loans and accrued interest was converted into HOMI’s common stock at a rate of $0.05 per share, the price that shares were offered to shareholders in HOMI's rights offering that closed on January 23, 2009.
 
Between December 15, 2009 and February 3, 2009, HOMI completed a shareholder rights offering, pursuant to which it raised a total of $1,417,863, through the issuance of 28,357,262 shares of common stock at $.05 per share.  This amount includes the conversion of $603,746 of loans into shares at $.05 per share.
 
On April 16, 2009, HOMI entered into a loan agreement with a related party, Daniel Cohen, President of HOMI. Pursuant to this loan agreement, Mr. Cohen loaned HOMI $150,000. This loan was repaid in full by means of its conversion into stock, at a price of $0.04 per share, in the context of HOMI’s rights offering which closed on August 27, 2009.
 
On May 12, 2009, HOMI entered into a loan agreement with a related party, Avraham Bahry, Chairman of the Board of Directors of HOMI.  Pursuant to this loan agreement, Mr. Bahry loaned HOMI $200,000. This loan was repaid in full by means of its conversion into stock, at a price of $0.04 per share, in the context of HOMI’s rights offering which closed on August 27, 2009.
 
On June 23 2009, HOMI entered into loan agreements with related parties.  Pursuant to one loan agreement, a total of $47,000 was loaned to HOMI, divided up as follows:  Jacob Ronnel, Chief Executive Officer, $15,000; Ariel Almog, director, $7,000; and William and Pai-Wen Buckley, shareholders, $25,000.  These loans were repaid in full by means of its conversion into stock, at a price of $0.04 per share, in the context of HOMI’s rights offering which closed on August 27, 2009.
 
Pursuant to a second loan agreement, Vental Holdings S.A., a Panamanian corporation, loaned HOMI $81,000.  Vental Holdings S.A. is a shareholder of HOMI. The principal of Vental Holdings S.A. is Geoffrey Wolf, also a shareholder of HOMI.  This loan was repaid in full by means of its conversion into stock, at a price of $0.04 per share, in the context of HOMI’s rights offering which closed on August 27, 2009.
 
In June 2009, the Company filed a registration statement on Form S-1 with the Securities and Exchange Commission to sell 20,000,000 shares at $0.04 per share in a shareholder rights offering.  This offering was declared effective on June 25, 2009.  A post-effective amendment to this registration statement was filed on August 6, 2009 and declared effective on August 12, 2009.  In this offering, which closed on August 27, 2009, we raised a total of US$800,000 through new subscriptions and the conversion of shareholder loans, and we issued 20,000,000 shares of common stock.  Proceeds from the issuance of shares have been applied toward working capital.
 
On December 16-20, 2011, HOMI entered into three additional loans with related parties, as follows:  Daniel Cohen, HOMI’s president - $48,000; Jacob Ronnel, HOMI’s CEO - $20,000; Ariel Almog, CEO of HOMI’s US subsidiary - $12,000.  Each loan is for a period of four years, including two years’ grace on the principal, and with each lender being entitled during such grace period to convert each loan into shares of HOMI’s common stock at $.03 per share or the price per share in a rights offering if HOMI conducts a rights offering prior to full repayment of these loans.  These loans are all in US Dollars and bear 8% annual interest,
 
On January 8, 2012, Hotel Outsource Management International, Inc. (“HOMI”) entered into a new loan agreement with Bahry Business & Finance (1994) Ltd., which is a company controlled by Avraham Bahry, chairman of HOMI’s board of directors. Pursuant to such loan agreement, Bahry Business & Finance (1994) Ltd. loaned HOMI the sum of NIS 850,000 (c. $220,000).  The loan is in Israeli Shekels and is linked to Israel’s CPI and bears 6% annual interest.  The loan is for a period of four years, including two years’ grace on the principal, and the lender is entitled during such grace period to convert the loan into shares of HOMI’s common stock at $.03 per share or the price per share in a rights offering if HOMI conducts a rights offering prior to full repayment of the loan.
 
On March 11, 2012, HOMI Industries Ltd, a wholly owned subsidiary of HOMI, entered into a loan agreement with Globetrip Ltd., a company of which Daniel Cohen, HOMI’s President, owns 45.45%.  Pursuant to this agreement, Globetrip agreed to loan to HOMI Industries the sum of $90,000. The agreement was dated February 7, 2012, but the signing process was not completed until March 11, 2012.
 

 
11 

 

As security and collateral for repayment of this loan, HOMI Industries agreed to encumber in lender’s favor a computerized minibar systems, including 192 used HOMI® 330/336 computerized minibars, 96 used Bartech™ computerized minibars, a central unit and a license to HOMI® software, of which the 96 Bartech™ Units are already installed and operational at the Carlton Tel-Aviv Hotel and the 192 HOMI® Units are scheduled to be installed at such hotel between May and September 2012, and which HOMI Israel Ltd has undertaken to operate under an outsource operation agreement which was signed and entered into as of Feb. 2, 2012.    Loan repayments will be computed on the basis of outsource operation revenues net of operational payments, allocated amongst the parties in accordance with the terms detailed in the loan agreement.
 
There were no underwriters in any of these offerings.
 
ITEM 6:
SELECTED FINANCIAL DATA
 
Not applicable.
 
ITEM 7:
MANAGEMENTS DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION
 
The following discussion and analysis provides information that we believe is relevant to an assessment and understanding of our results of operations and financial condition for the year ended December 31, 2011. The following discussion should be read in conjunction with the financial statements for the year ended December 31, 2011.
 
Forward-Looking Statements
 
This annual report contains forward-looking statements as that term is defined in the Private Securities Litigation Reform Act of 1995. These statements relate to future events or our future financial performance. In some cases, you can identify forward-looking statements by terminology such as “may,” “will,” “should,” “expects,” “plans,” “anticipates,” “believes,” “estimates,” “predicts,” “potential” or “continue” or the negative of these terms or other comparable terminology. These statements are only predictions and involve known and unknown risks, uncertainties and other factors that may cause our or out industry’s actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements.
 
Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements.  Except as required by applicable law, including the securities laws of the United States, we do not intend to update any of the forward-looking statements to conform these statements to actual results.
 
Our financial statements are stated in United States Dollars (US$) and are prepared in accordance with accounting principles generally accepted in the United States of America. In this annual report, unless otherwise specified, all dollar amounts are expressed in United States Dollars.
 
As used in this annual report, the terms "we", "us", "our", and "HOMI" mean Hotel Outsource Management International, Inc. and its subsidiaries, unless otherwise indicated.
 
Critical Accounting Policies
 
In connection with the issuance of Securities and Exchange Commission FR-60, the following disclosure is provided to supplement the Company’s accounting policies in regard to significant areas of judgment. Management of the Company is required to make certain estimates and assumptions during the preparation of consolidated financial statements in accordance with accounting principles generally accepted in the United States. These estimates and assumptions impact the reported amount of assets and liabilities and disclosures of contingent assets and liabilities as of the date of the consolidated financial statements. These estimates also impact the reported amount of net earnings during any period. Actual results could differ from those estimates. Because of the size of the financial statement elements to which they relate, some of our accounting policies and estimates have a more significant impact on our financial statements than others.
 
Revenue recognition, Accounts Receivable and Allowance for Doubtful Accounts
 
Revenues from minibars operation and product sales derived from outsource activity under the exclusive long-term revenue sharing agreements with hotels, net of the hotel’s portion, and revenues from disposal of minibars are recognized in accordance with Staff Accounting Bulletin No. 101 "Revenue Recognition in Financial Statements" ("SAB No. 101") and SAB No. 104 when delivery has occurred, persuasive evidence of an arrangement exists, the vendor’s fee is fixed or determinable and collectibles is probable.
 
Sales of minibars that are classified as refinancing arrangements are shown as a long-term loan to be repaid in accordance with terms of the agreement as required in FAS 13 "Accounting for Leases".

 
12 

 

Our payment terms are normally net 15 days from invoicing. We evaluate our allowance for doubtful accounts on a regular basis through periodic reviews of the collectability of the receivables in light of historical experience, adverse situations that may affect our customers’ ability to repay, and prevailing economic conditions. This evaluation is inherently subjective, as it requires estimates that are susceptible to significant revision as more information becomes available. We perform ongoing credit evaluations of our customers and generally do not require collateral because (1) we believe we have certain collection measures in-place to limit the potential for significant losses, and (2) because of the nature of customers comprising our customer base. Accounts receivable are determined to be past due based on how recently payments have been received and bad debts are charged in the form of an allowance account in the period the receivables are deemed uncollectible. Receivables are written off when we abandon our collection efforts. To date, we have not experienced any material losses. An allowance for doubtful accounts is provided with respect to those amounts that we have determined to be doubtful of collection. No allowance was deemed necessary as of December 31, 2011 and 2010.
 
Long-Lived Assets
 
We assess the recoverability of the carrying value of long-lived assets periodically. If circumstances suggest that long-lived assets may be impaired, and a review indicates that the carrying value will not be recoverable, as determined based on the projected undiscounted future cash flow, the carrying value is reduced to its estimated fair value. The determination of cash flow is based upon assumptions and forecasts that may not occur. As of December 31, 2011 the Company’s balance sheet includes $ 3,977,000 of fixed assets, net. The Company has completed its impairment test for 2011 and has concluded that no impairment write-off is necessary.
 
Financial statements in US dollars:
 
The majority of the Company's sales are in U.S. dollars or in dollar linked currencies. In addition, the majority of the Company's financing is received in U.S. dollars. Accordingly, the Company has determined the U.S. dollar as the currency of its primary economic environment and thus, its functional and reporting currency. Non-dollar transactions and balances have been remeasured into U.S. dollars in accordance with Statement of Financial Accounting Standard No. 52 "Foreign Currency Translation" ("SFAS No. 52"). All transaction gains and losses from the remeasurement of monetary balance sheet items denominated in non-dollar currencies are reflected in the statements of operations as financial income or expenses, as appropriate.
 
The financial statements of foreign subsidiaries, whose functional currency is not the U.S. dollar, have been translated into US dollars. All balance sheet accounts have been translated using the exchange rates in effect at the balance sheet date. Statements of operations amounts have been translated using the average exchange rate for the period. The resulting translation adjustments are not included in determining net loss but are reported in a separate component of accumulated other comprehensive income (loss) in shareholders’ equity.
 
Overview
 
Hotel Outsource Management International, Inc. is a multi-national service provider in the hospitality industry, supplying a range of services in relation to computerized minibars that are primarily intended for in-room refreshments. In addition, we manufacture and install our own proprietary computerized minibar, the HOMI® 336/330, which is the first in a new range of products currently under development. The HOMI® 336/330 is the first product to be designed and manufactured by HOMI.
 
HOMI is a holding Company for several subsidiaries which market and operate computerized minibars in hotels located in the United States, Europe, Australia and Israel. HOMI was incorporated in Delaware on November 9, 2000 under the name Benjamin Acquisitions, Inc.
 
Our core activities focus primarily on manufacturing, operating, servicing and marketing computerized minibars installed in upscale hotels throughout the world.
 
We believe that by using the appropriate equipment, including technologically advanced computerized minibars, we are able to materially improve the performance of the minibar departments, thereby improving the hotel’s bottom line.
 
For some years now, the hotel industry has been focusing on outsourcing many of the functions related to its key activities, in order to increase efficiency and lower fixed costs. In periods of economic slow-down, the interest in outsourcing solution may actually increase. We offer our customers a number of solutions that are designed to meet this need, in relation to the minibar departments, ranging from consultation and supervision services, all the way to full outsource installation and operation arrangements.
 
Whether we are consulting to the hotel, or managing the entire minibar department, we focus on hands-on, expert and dedicated management, on-site supervision, and disciplined implementation of specialized procedures which we have developed, in order to achieve our goals and improve the department’s performance. Using these methods, we already manage many thousands of minibars for our customers, who are spread over four continents around the world.
 

 
13 

 

We have been doing business since 1997 through various subsidiaries. The current corporate structure, in which we are a holding Company for various subsidiaries around the world, has been in place since 2001. Our common stock was listed on the Over-the-Counter Bulletin Board, or "OTC Bulletin Board" from February 2004 to February 2011 under the symbol "HOUM.OB."  It is currently listed on the OTCQB under the symbol HOUM.PK.
 
Costs and Expenses
 
Costs and expenses incurred in our outsource operations are generally as follows, but can vary depending on the circumstances and the nature and terms of specific agreements with customers:
 
 
(1)
The purchase of the minibars system to be installed in hotels; this capital expense is charged to property and equipment and depreciated over a period of ten years;
 
 
(2)
The purchase of the consumables to be placed in the minibars; we purchase these products from various vendors; sometimes the customer will purchase the alcoholic beverages to be placed in the minibars and we reimburse the customer for such purchases;
 
 
(3)
Labor costs of the minibar attendants;
 
 
(4)
General and Administrative, and marketing expenses;
 
 
(5)
Maintenance of the minibar systems;
 
 
(6)
Finance expenses.
 
RESULTS OF OPERATIONS FOR HOMI
YEAR ENDED DECEMBER 31, 2011 COMPARED TO YEAR ENDED DECEMBER 31, 2010.
 
Revenues
 
For the years ended December 31, 2010 and 2011, HOMI had revenues of $ 3,201,000 and $ 3,326,000, respectively, an increase of $125,000 or 3.9%. These revenues come mainly from the sale of products in the minibars. According to our agreements with hotels in which we conduct our outsource programs, the hotels, which collect the revenues generated from our minibars, deduct their portion of the revenues before distributing the remainder to us.
 
This increase in revenues is mainly due to the increase of quantity of minibars installed and operated.
 
For the year ended December 31, 2011, our three largest customers accounted for 27.7% of our total revenues, as compared to 30.0 % in 2010.
As of December 31, 2011 and 2010, HOMI, through its operating subsidiaries had outsource operation programs to provide and operate minibars as follows:
Location
Percentage of Revenues
 
2010
 
2011
       
United States of America
34.6 %
 
35.0 %
ROW
 10.0 %
 
 8.2  %
Israel
55.4%
 
56.8 %
Totals
 100%
 
 100%
 
Gross Profit
 
Gross profit decreased from $754,000 to $543,000, a decrease of $211,000 or by 28.0% for the years ended December 31, 2010 and 2011, respectively. The decrease is mainly due to additional expenses relating to the new HOMI 232 Minibars as these minibars require additional development or replacement. Although there was a slight increase in revenue, the cost of revenues, grew even more. The economic situation does not allow the Company to increase the prices of the products offered in the minibars.
 
As a percentage of revenues, gross profit decreased from 23.6% to 16.3 %.  The decrease in gross profit margin is mainly due to additional expenses relating to the new HOMI 232 Minibars as these minibars require additional development or replacement.

 
14 

 

Cost of Revenues
 
Cost of Revenues, before consideration of depreciation expense, for the years ended December 31, 2010 and 2011 were $1,759,000 and $2,078,000 respectively, an increase of $319,000 or 18.1%. As a percentage of gross revenues, costs of revenues, before consideration of depreciation expense, increased, from 55.0% in 2010 to 62.5% in 2011. This increase in cost of revenues is mainly due to additional expenses relating to the new HOMI 232 Minibars as these minibars, require additional development. Although there was a slight increase in revenues, the cost of revenues grew even more. The current economic situation does not allow us to increase the prices of the products offered in the minibars.
 
 Depreciation expense for the years ended December 31, 2010 and 2011 was $688,000 and $705,000, respectively, an increase of $17,000, or 2.5%.  The increase in depreciation expense is mainly due to the net increase in the quantity of minibars installed and operated.
 
Research and Development
 
During 2006, HOMI commenced its own research and development program aimed at the development of a new range of products. The  HOMI® 336, a novel, computerized minibar system designed to increase the accuracy of automatic billing, is the first of the new range of products, the research and development of which, was completed in 2007. The research and development of an additional product, HOMI® 330, was completed in 2009.  In 2011 we incurred additional expenses to improve the production and functionality of the minibars. Total research and development expenses for the year ended December 31, 2010 were $128,000 and $109,000 for the year ended December 31, 2011.
 
Operating Expenses
 
General and administrative expenses decreased from $1,562,000* to $1,408,000, a decrease of $154,000, or 9.9% for the years ended December 2010 and 2011. As a percentage of revenues, general and administrative expenses decreased from 48.8% to 42.3%.
This decrease in expenses is due to our increased efforts made to reduce expenses.
 
Selling and Marketing expenses decreased from $368,000* to $341,000 a decrease $27,000, or 7.3 % primarily as a result of our efforts to reduce expenses.
 
*reclassified
 
Financial Income (Expenses)
 
For the year ended December 31, 2010 we had $251,000 of financial expenses, and in the year ended December 31, 2011, we had $365,000 in expenses, an of $114,000. These amounts include interest expense (net) of approximately $185,000 and $392,000, respectively. The remaining amounts are due primarily to currency rates change on US$ dominated intercompany balances.
 
Other Income (Expenses)
 
For the year ended December 31, 2010 we had other expenses of $351,000, and for the year ended December 31, 2011, we had other expenses of $65,000. Of the expenses incurred in 2010, $85,000 was a capital loss from the sale of our subsidiaries in Germany and Italy, $126,00 was a capital loss from the sale of minibars in Australia, and $134,000 was a result of the  dismantling of old HOMI 336 Minibars in Israel that were from the first batch of production. Of the other expenses incurred in 2011, $ 65,000 were a result of the dismantling of old minibars from a hotel in the US we ceased to operate at the end of 2011.
 
Net Income (Loss)
 
As a result of the above, we finished 2011 with a net loss of $1,745,000 compared to a net loss of $ 1,904,000 in 2010.
 
Liquidity and Capital Resources
 
Since our inception, we have been dependent on investment capital as our primary source of liquidity. We had an accumulated deficit at December 31, 2010 of $7,715,000 and $9,460,000 as of December 31, 2011. During the year ended December 31, 2010, we incurred a net loss of $1,904,000. During the year ended December 31, 2011, we incurred a net loss of $1,745,000.
 
Investing and operating activities have historically been funded through our financing activities, which provided cash of approximately $904,000 in 2011.  In 2011 HOMI used $836,000.  In 2006 and 2007, HOMI raised a total of $494,000 through the issuance of convertible notes. These notes accrue interest at a rate of 8% per annum, with the interest payable each quarter commencing 2007. Principal was repaid in eight equal quarterly installments commencing December 2008. These notes were convertible at a conversion price ranging between $0.50 and $0.80 on dates as defined in the agreement. The final payment was in   2011.  As of December 31, 2011 there were no notes outstanding.

 
15 

 

On December 31, 2011 HOMI had long term debt of $3,259,000 including, $ 361,000 in current maturities.
 
On January 28, 2010, HOMI entered into two loan agreements with related parties as follows:
 
Pursuant to one loan agreement with a related company, which is a company owned by HOMI’s Chairman, the related party loaned HOMI NIS 1,125,000 (approximately $ 300,000). The loan is index linked to Israel’s Consumer Price Index and bears interest at a rate of 6% per annum. The loan is for a period of four years, with quarterly repayments. The first two years will be grace period on the principal. During the grace period, the lender is entitled to convert the loan into shares of HOMI’s common stock, at a price per share of $0.08 during the first year and $0.12 during the second year.
 
Pursuant to the second loan agreement dated January 28, 2010, HOMI’s President loaned HOMI $ 100,000. The loan bears interest at a rate of 8% per annum .The loan is for a period of four years, with quarterly payments..  The first two years will be a grace period on the principal. During the grace period, the lender is entitled to convert the loan into shares of HOMI’s common stock, at a price per share of $0.08 during the first year and $0.12 during the second year.
 
In 2011 HOMI paid interest on these two, above mentioned loans, but not any principal.  According to the terms of these 2010 loan agreements, HOMI was to commence payment of principal at the end of the first quarter of 2012.  On December 15 and 16, 2011, the lenders agreed to HOMI’s request to recycle these two loan agreements into two new loan agreements.  These new loans are each for a period of four years, including two years’ grace on the principal, and with each lender being entitled during such grace period to convert each loan into shares of HOMI’s common stock at $.03 per share or the price per share in a rights offering if HOMI conducts a rights offering prior to full repayment of these loans.
 
On February 18, 2010, HOMI Industries Ltd. ("HOMI Industries"), a wholly owned subsidiary of HOMI, entered into a loan agreement with Ilan Bahry (son of HOMI director Avraham Bahry), Amir Schechtman and Oded Yeoshoua, a related party, pursuant to which HOMI Industries received a loan of  $ 140.000.  As security and collateral for repayment of such loan, HOMI Industries agreed to encumber in the lender's favor computerized minibar systems, including 280 HOMI® computerized minibars, a central unit and a  license to HOMI® software, which a HOMI affiliate installed during April to June 2010 at the Wyndham Hotel in New York, USA and operates for a Hotel under outsource operation agreement which HOMI’s affiliate signed with the hotel.
 
On June 14, 2010, HOMI Industries entered into a second loan agreement with the above-mentioned related party, pursuant to which HOMI Industries received a loan of  NIS 671 (approximately $ 173,000) for the installation of 363 HOMI 330 minibars in a hotel in Israel.
As security and collateral for repayment of this loan, HOMI Industries agreed to encumber in lender's favor computerized minibar systems, including 363 HOMI 330 ® computerized minibars, a central unit and a license to HOMI® software, which HOMI Industries installed in September 2010 at the Royal Beach Hotel in Eilat, Israel and operates for that hotel under an outsource operation agreement which a HOMI HOMI affiliate signed with the hotel.
 
On October 26, 2011, HOMI Industries entered into a loan agreement with the above-mentioned related party, pursuant to which HOMI Industries received a loan of  US$ 108,000 for the installed 270 HOMI minibars and 19 External Dry Section in a hotel in Israel.
As security and collateral for repayment of this loan, HOMI Industries agreed to encumber in lender's favor computerized minibar systems, including 270 HOMI computerized minibars and the External Dry Section Unit, a central unit and a license to HOMI® software, which HOMI Industries installed in 2010 and 2011 at the Leonardo Plaza in Jerusalem, Israel and operates for that hotel under an outsource operation agreement which HOMI a HOMI affiliate signed with the hotel.
 
Loans repayments for these three related party loans will be computed on the basis of revenues net of operational payments, allocated amongst the parties, in accordance with the terms detailed in the loans agreements.
 
On April 19, 2010, HOMI Europe S.A.R.L. (“HOMI Europe”), which is an indirectly held, wholly owned subsidiary of HOMI, entered into a share sale agreement with Clevo Corporation S.A. (“Clevo”), which is a third party under the control of Mr. Geoffrey Wolf, a HOMI shareholder.  Pursuant to this share sale agreement, HOMI Europe sold to Clevo 100% of the outstanding shares in HOMI - Hotel Outsource Management International (Deutschland) GmbH and 100% of the outstanding shares in HOMI Italia S.R.L., and also assigned to Clevo all of its rights to the shareholder loans which it has previously made to HOMI Italia S.R.L. The effective date for these transactions is April 30, 2010. The total purchase price paid by Clevo, for the shares and for the assignment of the shareholder loans, was $525,000, on a “no cash, no debt” basis. Upon consummation of this transaction, HOMI - Hotel Outsource Management International (Deutschland) GmbH and HOMI Italia S.R.L. ceased to be affiliated to HOMI. The abovementioned transaction caused HOMI Europe a capital loss of $ 85,000, which is presented among the Other Expenses.  HOMI - Hotel Outsource Management International (Deutschland) GmbH and HOMI Italia S.R.L. were until that time wholly owned subsidiaries of HOMI Europe, which managed and operated minibar systems in one hotel in Germany, one hotel in Italy and three hotels in Malta.
 
On October 5, 2010, HOMI Industries Ltd. signed a loan agreement with Tomwood Limited, a BVI company (“Tomwood”).  Pursuant to this agreement, Tomwood agreed to loan HOMI Industries $2,000,000. This loan made available to HOMI Industries in four, equal installments of $500,000 each.  As of December 31, 2011, HOMI Industries Ltd. had received the total amount of this loan.

 
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The Tomwood loan bears interest at a rate of 10% per annum, to be paid quarterly, starting one quarter after the first installment of the loan. HOMI Industries will repay this loan in eight consecutive, quarterly payments, commencing as of September 30, 2013 and ending on June 30, 2015.  HOMI Industries will use the proceeds of the Tomwood loan for the sole purpose of manufacturing and/or purchasing, and installing, minibar type products, and performing the logistics required in connection with these activities, including run-in of new installations and debugging of new installations. Until September 29, 2013, Tomwood shall have the right to convert all or any part of the principal sum of its loan to HOMI Industries into shares of the common stock of HOMI For a conversion occurring no later than September 29, 2012, the conversion will be at a price per share of 6 cents, for a maximum of 33,333,333 shares (if the entire loan is converted during that period). For a conversion occurring between September 29, 2012 and September 29, 2013, the conversion will be at a price per share of 8 cents, for a maximum of 25,000,000 shares (if the entire loan is converted during that period).  As security and collateral for repayment of the Loan, HOMI Industries will take all action necessary on its part to encumber the minibars purchased with the loan by registering a first degree lien over such minibars.
 
On December 16-20, 2011, HOMI entered into three additional loans with related parties, as follows:  Daniel Cohen, HOMI’s president - $48,000; Jacob Ronnel, HOMI’s CEO - $20,000; Ariel Almog, CEO of HOMI’s US subsidiary - $12,000.  Each loan is for a period of four years, including two years’ grace on the principal, and with each lender being entitled during such grace period to convert each loan into shares of HOMI’s common stock at $.03 per share or the price per share in a rights offering if HOMI conducts a rights offering prior to full repayment of these loans.  These loans are all in US Dollars and bear 8% annual interest.
 
Subsequent Events
 
On January 8, 2012, HOMI entered into a new loan agreement with Bahry Business & Finance (1994) Ltd., which is a company controlled by Avraham Bahry, chairman of HOMI’s board of directors. Pursuant to such loan agreement, Bahry Business & Finance (1994) Ltd. Loaned HOMI the sum of NIS 850,000 (c. $220,000).  The loan is in Israeli Shekels and is linked to Israel’s CPI and bears 6% annual interest.  The loan is for a period of four years, including two years’ grace on the principal, and the lender is entitled during such grace period to convert the loan into shares of HOMI’s common stock at $.03 per share or the price per share in a rights offering if HOMI conducts a rights offering prior to full repayment of the loan.
 
On March 11, 2012, HOMI Industries Ltd, a wholly owned subsidiary of HOMI, entered into a loan agreement with Globetrip Ltd., a company of which Daniel Cohen, HOMI’s President, owns 45.45%.  Pursuant to this agreement, Globetrip agreed to loan to HOMI Industries the sum of $90,000. The agreement was dated February 7, 2012, but the signing process was not completed until March 11, 2012.
 
 As security and collateral for repayment of this loan, HOMI Industries agreed to encumber in lender’s favor a computerized minibar systems, including 192 used HOMI® 330/336 computerized minibars, 96 used Bartech™ computerized minibars, a central unit and a license to HOMI® software, of which the 96 Bartech™ Units are already installed and operational at the Carlton Tel-Aviv Hotel and the 192 HOMI® Units are scheduled to be installed at such hotel between May and September 2012, and which HOMI Israel Ltd has undertaken to operate under an outsource operation agreement which was signed and entered into as of Feb. 2, 2012.    Loan repayments will be computed on the basis of outsource operation revenues net of operational payments, allocated amongst the parties in accordance with the terms detailed in the loan agreement.
 
Off Balance Sheet Arrangements
 
HOMI has no significant off balance sheet arrangements.
 
Inflation
 
We do not believe that inflation has had a significant impact on our consolidated results of operations or financial condition.
 
International Tax Implications
 
Taxable income of Israeli companies is subject to tax at the rate of  26% in 2009 25% in 2010 and gradually will be reduced to18% in 2016 and thereafter.  HOMI’s United States subsidiary is subject to a 15% -35% corporate tax rate. Subsidiaries in Europe are subject to 35% - 45% corporate tax rate.  The Australia subsidiary is subject to 30% corporate tax rate.
 
       As of December 31, 2011 HOMI Inc. had approximately $   455,000 net operating loss carryforwards
       As of December 31, 2011 HOMI Israel Ltd., a subsidiary in Israel, had approximately $1,349,000 net operating loss carry forwards. The loss carryforwards in Israel have no expiration date.
       As of December 31, 2011 HOMI Industries Ltd., a subsidiary in Israel, had approximately $2,273,000 net operating loss carry forwards. The loss carryforwards in Israel have no expiration date.

 
17 

 

As of December 31, 2011, HOMI USA had approximately $ 3,061,000 net operating loss carryforwards. Utilization of US net operating  losses may be subject to substantial annual limitation due to the “change in ownership” provisions of the Internal Revenue Code of 1986 and similar state provisions. The annual limitations may result in the expiration of net operating losses before utilization.
 
        As of December 31, 2011 the subsidiary in Australia had net operating loss carryforwards of $  340,000
 
As of December 31, 2011 the subsidiary in France had net operating loss carryforwards of $ 103,000.
 
As of December 31, 2011 the subsidiary in the United Kingdom had net operating loss carryforwards of $583,000.
 
As of December 31, 2011 the subsidiary in Europe (HOMI Europe Sarl) had net operating loss carryforwards of $ 1,025,000
 
 
ITEM 7A:
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
 
Not applicable.
 
ITEM 8:
FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
 
 
 

 

CONSOLIDATED FINANCIAL STATEMENTS
 
AS OF AND FOR THE YEARS ENDED
 
DECEMBER 31, 2011 AND 2010
 
 
 
 
 
INDEX
 
 
Page
   
Report of Independent Registered Public Accounting Firm
F-2
   
Consolidated Balance Sheets
F-3-F-4
   
Consolidated Statements of Operations
F-5
   
Consolidated Statement of Changes in Shareholders' Equity
F-6
   
Consolidated Statements of Cash Flows
F-7-F-8
   
Notes to the Consolidated Financial Statements
F-9-F-27
 
 
 
 
- - - - - - - - - - - - - - - - -
 
 
 
F-1

 
 
 
 
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
 
 
To the Stockholders and Directors of Hotel Outsource Management International, Inc.:
 
We have audited the accompanying consolidated balance sheets of Hotel Outsource Management International, Inc. (the “Company”) as of December 31, 2011 and 2010 and the related consolidated statements of operations, changes in shareholders’ equity and cash flows for the years then ended. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audit.
 
We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States of America). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement.  The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting.  Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements.  An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statements presentation.  We believe that our audit provides a reasonable basis for our opinion.
 
In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2011 and 2010, and the results of its operations, changes in shareholders' equity and cash flows for the years then ended in conformity with accounting principles generally accepted in the United States of America.
 
Without qualifying our opinion, we draw attention to Note 1e to the financial statements, The Company has suffered recurring losses from operations. The continuation of the company as a going concern is dependent upon implementation of management's plans as well as raising additional funds from shareholders as stated in Note 1c.  The financial statements do not include any adjustments regarding asset and liability valuations and their restatement that would likely be required in the event that the company would not be able to continue its operations as a "going concern." 
 
 
 
 
Barzily & Co.
Jerusalem, Israel
     March, 2012

 
F-2 

 

HOTEL OUTSOURCE MANAGEMENT
INTERNATIONAL, INC.
CONSOLIDATED BALANCE SHEETS

US Dollars in thousands
 
 
     
December 31,
 
Note
 
2011
 
2010
           
 ASSETS
         
           
CURRENT ASSETS:
         
           
Cash and cash equivalents
   
291
 
708
Short-term bank deposits
   
54
 
64
Trade receivables (net of allowance for doubtful accounts of $ zero as of December 31, 2011 and 2010)
   
436
 
448
Other accounts receivable
3
 
240
 
306
Inventories
   
355
 
299
           
TOTAL CURRENT ASSETS
   
1,376
 
1,825
           
LONG-TERM ASSETS:
         
           
Long-term receivables
14
 
-
 
139
           
           
PROPERTY AND EQUIPMENT, NET:
4
       
           
Minibars and related equipment
   
3,964
 
4,122
Other property and equipment
   
13
 
47
           
     
3,977
 
4,169
           
OTHER ASSETS:
5
       
           
Deferred expenses, net
   
17
 
27
Intangible assets
   
47
 
50
           
     
 64
 
 77
           
TOTAL ASSETS
   
5,417
 
6,210
 
 
The accompanying notes are an integral part of the consolidated financial statements.

 
  F-3

 
HOTEL OUTSOURCE MANAGEMENT
INTERNATIONAL, INC.
CONSOLIDATED BALANCE SHEETS

US Dollars in thousands (except share data)
 
     
December 31,
 
Note
 
2011
 
2010
 LIABILITIES AND SHAREHOLDERS' EQUITY
         
           
CURRENT LIABILITIES:
         
           
Current maturities of long-term loans from  related parties
6
 
133
 
93
Current maturities of convertible notes
7
 
-
 
74
Current maturities of long-term loans from others
8
 
228
 
184
Trade payables
   
    555
 
    508
Accrued expenses and other current liabilities
9
 
389
 
351
           
TOTAL CURRENT LIABILITIES
   
1,305
 
1,210
           
LONG-TERM LIABILITIES:
         
           
Long-term loans from related parties, net of current maturities
6
 
557
 
811
Long-term loans from others, net of current maturities
8
 
2,341
 
1,518
Accrued severance pay, net
   
38
 
49
Deferred taxes
15
 
-
 
-
           
TOTAL LONG-TERM LIABILITIES
   
2,936
 
2,378
           
COMMITMENTS, CONTINGENT LIABILITIES, LIENS
 AND COVENANTS
10
       
           
SHAREHOLDERS' EQUITY:
11
       
           
Share capital -
         
 Preferred stock of $ 0.001 par value –
  5,000,000 shares  authorized; zero shares  issued and outstanding as of December 31, 2011 and 2010;
   
-
 
-
 Common stock of $ 0.001 par value –
   205,000,000 shares authorized; 89,453,364 shares issued and outstanding as of December 31, 2011 and 2010.
   
89
 
89
Additional paid-in capital
   
10,185
 
10,185
Accumulated other comprehensive income
   
362
 
63
Accumulated deficit
   
(9,460)
 
(7,715)
           
TOTAL SHAREHOLDERS' EQUITY
   
1,176
 
2,622
           
TOTAL LIABILITIES AND SHAREHOLDERS EQUITY
   
5,417
 
6,210
 
The accompanying notes are an integral part of the consolidated financial statements.
 

 
F-4 

 
HOTEL OUTSOURCE MANAGEMENT
INTERNATIONAL, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS

US Dollars in thousands (except share and per share data)
 
 
   
Year ended December 31,
 
Note
 
2011
 
2010
           
Revenues
12
 
3,326
 
3,201
           
Cost of revenues:
         
           
    Depreciation
   
(705)
 
(688)
           
    Other
   
(2,078)
 
(1,759)
           
Gross profit
   
543
 
754
           
Operating expenses:
         
           
     Research and development
   
(109)
 
(128)
           
     Selling and marketing
   
(341)
 
*(368)
           
     General and administrative
   
(1,408)
 
*(1,562)
           
Operating loss
   
(1, 315)
 
(1,304)
           
Interest and foreign currency translation expenses, net
13
 
(365)
 
(251)
           
Other expenses
14
 
(65)
 
(351)
           
Loss before taxes on income
   
(1,745)
 
(1,906)
           
 Benefit from income taxes
15
 
-
 
2
           
Loss for the year
   
(1,745)
 
(1,904)
           
Basic loss per share
   
(0.020)
 
(0.021)
           
Diluted loss per share
   
              (0.018)
 
              (0.020)
           
Weighted average number of shares used in computing basic loss per share
   
 
89,453,364
 
 
89,453,364
           
Weighted average number of shares used in computing diluted loss per share
   
 
93,317,474
 
 
94,453,364
 
* Reclassified.
 
The accompanying notes are an integral part of the consolidated financial statements.

 
F-5 

 
HOTEL OUTSOURCE MANAGEMENT
INTERNATIONAL, INC.
CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY

US Dollars in thousands (except shares data)
 
   
Number of
Shares of Common
Stock
 
Common Stock Par Value
 
Additional paid-in capital
 
Accumulated other comprehensive income
 
Accumulated
deficit
 
Comprehensive loss
 
Total
Balance as of December 31, 2009
 
89,453,364
 
89
 
10,185
 
                      149
 
 (5,811)
     
4,612
Foreign currency translation adjustments
 
-
 
-
 
 
-
 
(86)
 
-
 
(86)
 
(86)
Loss for the year
 
-
 
-
 
-
 
-
 
(1,904)
 
(1,904)
 
        (1,904)
                             
Total comprehensive loss
                     
(1,990)
   
                             
Balance as of December 31, 2010
 
89,453,364
 
89
 
 10,185
 
63
 
 (7,715)
     
2,622
Foreign currency translation adjustments
 
-
 
-
 
 
-
 
(1)
 
-
 
(1)
 
(1)
Loss for the year
 
-
 
-
 
-
 
-
 
(1,745)
 
(1,745)
 
        (1,745)
Capital Reserve from transactions with Related Parties
 
-
 
-
 
-
 
300
 
-
 
300
 
300
                             
Total comprehensive loss
                     
(1,446)
   
                             
Balance as of December 31, 2011
 
89,453,364
 
89
 
 10,185
 
362
 
 (9,460)
     
1,176
 
 
  The accompanying notes are an integral part of the consolidated financial statements.
 
 
 
 
 
 
 

 
F-6 

 
HOTEL OUTSOURCE MANAGEMENT
INTERNATIONAL, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS

US Dollars in thousands
 
 
Year ended December 31,
     
2011
 
2010
CASH FLOWS FROM OPERATING ACTIVITIES:
         
Net loss
   
(1,745)
 
(1,904)
Adjustments to reconcile net loss to net cash used in operating activities:
     
Capital loss
   
 64
 
 256
Depreciation and amortization
   
732
 
735
Increase (decrease) in accrued severance pay, net
   
(11)
 
24
Interest and linkage differences in regard to shareholders and subsidiaries
   
19
 
11
Loss from sale of  previously consolidated subsidiaries
   
-
 
85
Changes in assets and liabilities:
         
Increase in inventories
   
(56)
 
(43)
Decrease in trade receivables
   
  12
 
  21
Increase (decrease) in related parties
   
(13)
 
2
Decrease in other accounts receivable
   
90
 
6
Increase (decrease) in trade payables
   
96
 
(117)
Increase (decrease) in accrued expenses and other current liabilities
   
(24)
 
69
           
Net cash used in operating activities
   
(836)
 
(855)
           
CASH FLOWS FROM INVESTING ACTIVITIES:
         
Proceeds from sale of previously consolidated subsidiaries (Appendix B)
   
-
 
510
Purchases and production of property and equipment
   
(607)
 
(545)
Proceeds from sales of property and equipment
   
111
 
124
Short-term bank deposits, net
   
9
 
          (6)
           
Net cash provided by (used in) investing activities
   
(487)
 
83
           
CASH FLOWS FROM FINANCING ACTIVITIES:
         
Proceeds from long-term loans from others
   
           1,000
 
           660
Repayment of long-term loans from others
   
(207)
   
Proceeds from long-term loans from related parties
   
188
 
654
Repayment of long-term loans from related parties
   
(77)
   
Short-term bank credits
   
-
 
(5)
           
Net cash provided by financing activities
   
           904
 
           1,309
           
Effect of exchange rate changes on cash and cash equivalents
   
             2
 
             (23)
Increase (decrease) in cash and cash equivalents
   
            (417)
 
            514
Cash and cash equivalents at the beginning of the year
   
       708
 
       194
Cash and cash equivalents at the end of the year
   
         291
 
         708
 
 
The accompanying notes are an integral part of the consolidated financial statements.
 

 
F-7 

 
HOTEL OUTSOURCE MANAGEMENT
INTERNATIONAL, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS

US Dollars in thousands
 
Appendix A -
 
 
Year ended December 31,
       
2011
 
2010
             
Cash paid during the year for interest
   
        230
 
        164
           
Cash paid during the period for income taxes
   
2
 
-
           
Supplemental disclosure of non-cash investing and financing activities and cash flow information:
         
           
Acquisition of property and equipment on short-term credit
   
 154
 
170
             
Receivables in regard to property and equipment
 
 
           168
 
           277
             
             
 
Appendix B -
         
Proceeds from sale of a previously consolidated subsidiaries:
         
Working Capital (except for cash and cash equivalents)
   
-
 
129
Property and equipment
   
-
 
551
Receivables from sale of previously consolidated subsidiaries
   
-
 
(85)
Capital loss from sale of a previously consolidated subsidiaries
   
-
 
(85)
     
-
 
510
 
 
The accompanying notes are an integral part of the consolidated financial statements.
 
 
 
 
 
 
 
 
 
 
 

 
F-8 

 
 
HOTEL OUTSOURCE MANAGEMENT
INTERNATIONAL, INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

US Dollars in thousands
 
NOTE 1:-                 GENERAL
 
a.  
Hotel Outsource Management International, Inc. ("HOMI") was incorporated in Delaware onNovember 9, 2000. HOMI and its subsidiaries, as identified in Note 4d below, are engaged in thedistribution, marketing and operation of computerized minibars in hotels located in the United States, Europe, Israel and Canada.
 
Hereinafter, HOMI and its subsidiaries will be referred to as the "Company".
 
The Company has been doing business since 1997 through various subsidiaries. The current corporate structure, in which it is holding company for various wholly owned subsidiaries around the world, has been in place since 2001. The Company common stock was listed on the Over-the-Counter Bulletin Board, or "OTC Bulletin Board" from February 2004 until February 2011.  It now trades on the OTCQB under the symbol "HOUM.PK."
 
b.  
During 2006, the Company commenced its own research and development program aimed at thedevelopment of a new range of products. The HOMI® 336 (the "System"), a novel, computerizedminibar system designed to increase the accuracy of the automatic billing and reduce the cost of operating the minibars. Further, the HOMI® 330 system, a smaller version of the HOMI® 336, is currently in production.
 
c.  
Commencing 2009, HOMI has begun to implement a new business model. Under the newbusinessmodel, the Company sells or receives loans against HOMI minibars, installed or to beinstalled invarious hotels to third parties. HOMI shall manage and operate these minibars for an agreed upon management fee and profit sharing agreements.
 
 

 
F-9 

 

HOTEL OUTSOURCE MANAGEMENT
INTERNATIONAL, INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

US Dollars in thousands
 
NOTE 1:-                 GENERAL (cont.)
 
d.  
On April 19, 2010, HOMI Europe S.A.R.L. (“HOMI Europe”), which is an indirectly held, wholly owned subsidiary of HOMI, entered into a share sale agreement with Clevo Corporation S.A. (“Clevo”), which is a third party under the control of Mr. Geoffrey Wolf, who was one of the registered and beneficial owners of the HOMI shares.
 
Pursuant to this share sale agreement, HOMI Europe sold to Clevo 100% of the outstanding sharesin HOMI - Hotel Outsource Management International (Deutschland) GmbH and 100% of theoutstanding shares in HOMI Italia S.R.L., and also assigned to Clevo all of its rights to the shareholder loans which it has previously made to HOMI Italia S.R.L. The effective date for these transactions was April 30, 2010.
 
 
The total purchase price to be paid by Clevo, for the shares and for the assignment of the shareholder loans, is $ 525, on a "no cash, no debt" basis. In the context of this transaction, HOMI – Hotel Outsource Management International (Deutschland) GmbH and HOMI Italia S.R.L. ceased to be affiliated to HOMI. The abovementioned transaction caused HOMI Europe a loss of $ 85, which is among the Other Expenses.
 
HOMI – Hotel Outsource Management International (Deutschland) GmbH and HOMI Italia S.R.L. were until the above transaction, wholly owned subsidiaries of HOMI Europe, which managed and operated minibar systems in one hotel in Germany, one hotel in Italy and three hotels in Malta
 
e.  
At December 31, 2011, the Company had $ 345 in cash, including short term deposits.
 
The Company continues to incur losses ($ 1,745 in 2011) and has a negative cash flow from operations amounting to approximately $ 836 in 2011.
 
 
In order to implement the Company's basic business plan for completion of the installation of additional minibars, the Company will need additional funds.
 
The Company's preferred method is the new business model, described in item c. above.
 
On January 8, 2012 and on March 11 ,2012 HOMI entered into two loan agreements with  related companies, The related parties lent HOMI NIS 850 thousand (approximately $ 220 when received) and $ 90, respectively. See also Note 17.
 
The continuation of the company as a going concern is dependent upon implementation of management's plans as well as raising additional funds from shareholders, sees c above.  The financial statements do not include any adjustments regarding asset and liability valuations and their restatement that would likely be required in the event that the company would not be able to continue its operations as a "going concern." 

 
F-10 

 

HOTEL OUTSOURCE MANAGEMENT
INTERNATIONAL, INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

US Dollars in thousands
 
NOTE 2:-                 SIGNIFICANT ACCOUNTING POLICIES
 
 
The consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States ("US GAAP").
 
 
a.
Use of estimates:
 
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. The reported amounts of revenues and expenses during the reporting period may be affected by the estimates and assumptions management is required to make.  Estimates that are critical to the accompanying consolidated financial statements relate principally to depreciation and recoverability of long lived assets.  The markets for the Company’s products are characterized by intense price competition, rapid technological development, evolving standards and short product life cycles; all of which could impact the future realization of its assets. Estimates and assumptions are reviewed periodically and the effects of revisions are reflected in the period that they are determined to be necessary.  It is at least reasonably possible that management’s estimates could change in the near term with respect to these matters.
 
b.  
Financial statements in U.S. dollars:
 
Financial statements in U.S. dollars:
The currency of the primary economic environment in which the operations of the Company are conducted is the U.S. dollar (hereinafter: "dollar"); thus, the dollar is the functional currency of the Company.
The Company's transactions and balances denominated in dollars are presented at their original amounts. Non-dollar transactions and balances have been remeasured to dollars. All transaction gains and losses from remeasurement of monetary balance sheet items denominated in non-dollar currencies are reflected in the statements of operations as financial income or expenses, as appropriate.
c. Consolidation:
       Inter-company transactions and balances, including profits from inter-company sales not yet
       realized outside the group, have been eliminated in consolidation.
 
 
   d. Cash and cash equivalents:
 
The Company considers all highly liquid investments originally purchased with maturities of three months or less at the date acquired to be cash equivalents.
 
  e.  Short-term bank deposits:
 
The Company classifies bank deposits with maturities of more than three months and less than one year as short-term deposits. Short-term deposits are presented at cost, including accrued interest.
 
 

 
F-11 

 

HOTEL OUTSOURCE MANAGEMENT
 INTERNATIONAL, INC.
 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
US Dollars in thousands
 
NOTE 2:-                 SIGNIFICANT ACCOUNTING POLICIES   (cont.)
 
 
f.
Inventory:
 
Inventories are stated at the lower of cost or market value. Inventory write-offs are provided to cover risks arising from slow moving items. Cost is determined using the "first-in, first-out" method. Inventories are composed of the food products.
 
 
 
g.
Property and equipment:
 
Property and equipment are stated at cost net of accumulated depreciation. Depreciation is computed using the straight-line method over the estimated useful lives of the assets, at the following annual rates:
 
 
%
 
Minibars and production equipment
10
 
Computers and electronic equipment
15 – 33
 
Office furniture and equipment
7
 
 
 
h.
Other assets:
 
1.  
Intangible assets -
Intellectual properties registered in several countries worldwide are capitalized and are amortized over the life span of the asset (twenty years).
 
2.  
Deferred expenses represent loan acquisition costs arising from the other long-term loan originated in 2005 and convertible notes payable issued in 2007 and 2006.
See Note 8c (1).
 
 
i.
Impairment of long-lived assets:
 
The Company's long-lived assets and certain identifiable intangibles are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to the future undiscounted cash flows expected to be generated by the assets. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds the fair value of the assets. As of December 31, 2011, management believes that all of the Company’s long-lived assets are recoverable.
 
 
 
 
 
 
F-12

 
 
 
HOTEL OUTSOURCE MANAGEMENT
 INTERNATIONAL, INC.
 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

US Dollars in thousands
 
NOTE 2:-                 SIGNIFICANT ACCOUNTING POLICIES (cont.)
 
 
j.
Revenue Recognition, Accounts Receivable and Allowance for Doubtful Accounts:
 
Revenues from minibars operation and product sales derived from outsource activity (minibar's content), under the exclusive long-term revenue sharing agreements with hotels, net of the hotel’s portion and/or other participation of, or payments due from the hotel, are recognized. when delivery has occurred, persuasive evidence of an arrangement exists, the vendor’s fee is fixed or determinable and collectability is probable.
 
 
Revenues from rental of minibars are recognized over the lease term.
 
Revenues from sales of minibars are recognized in accordance with compliance with the conditions as abovementioned.
Sales of minibars that are classified as refinancing arrangements are shown as a long-term loan to be repaid.
 
 The Company’s payment terms are normally net 15 to 30 days from invoicing. The Company evaluates its allowance for doubtful accounts on a regular basis through periodic reviews of the collectability of the receivables in light of historical experience, adverse situations that may affect its customers’ ability to repay, and prevailing economic conditions.  This evaluation is inherently subjective, as it requires estimates that are susceptible to significant revision as more information becomes available. The Company performs ongoing credit evaluations of its customers and generally does not require collateral because (1) management believes it has certain collection measures in-place to limit the potential for significant losses, and (2) because of the nature of customers comprising the Company’s customer base. Accounts receivable are determined to be past due based on how recently payments have been received and bad debts are charged in the form of an allowance account in the period the receivables are deemed uncollectible.  Receivables are written off when the Company abandons its collection efforts. To date, the Company has not experienced any material losses. An allowance for doubtful accounts is provided with respect to those amounts that the Company has determined to be doubtful of collection. No allowance was deemed necessary as of December 31, 2011 and 2010.
 
 
k.
Research and Development costs:
 
Research and Development costs are charged to the statement of operations as incurred.
Costs and acquisitions related to pre-production, production support, tools and molds, are charged to property and equipment.
 
 
l.
Income taxes:
 
The Company accounts for income taxes using  the liability method whereby deferred tax assets and liability account balances are determined based on differences between financial reporting and tax bases of assets and liabilities and are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse. The Company provides a valuation allowance, if necessary to reduce the amount of deferred tax assets to their estimated realizable value.
 
 
 
F-13

 
HOTEL OUTSOURCE MANAGEMENT
INTERNATIONAL, INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

US Dollars in thousands
 
NOTE 2:-                 SIGNIFICANT ACCOUNTING POLICIES (cont.)
 
 
m.   
Severance pay:
 
The Company's liability for severance pay is calculated pursuant to the local law applicable in certain countries where the Company operates.
 
 
n.
Concentrations of Credit Risk and Fair Value of Financial Instruments:
 
The financial instruments of the Company consist mainly of cash and cash equivalents, short-term bank deposits, trade receivables, other accounts receivable,  trade payables, other accounts payable and notes payable to shareholders and others.
 
In view of their short term nature, the fair value of the financial instruments included in working capital of the Company is usually identical, or close, to their carrying values. The fair values of long-term notes payable also approximates their carrying values, since such notes bear interest at rates that management believes is approximately the same as prevailing market rates.
 
Financial instruments that potentially subject the Company to concentrations of credit risk consist primarily of cash and cash equivalents, and trade receivables. The majority of the Company's cash and cash equivalents are invested in interest bearing NIS and U.S. dollar-linked instruments with major Israeli, U.S. bank.
Management believes that, minimal credit risk exists with respect to these investments. Trade receivables potentially expose the company to credit risk.
 
The Company has no off-balance sheet concentration of credit risk, such as foreign exchange contracts or other foreign currency hedging arrangements.
 
The Company monitors the amount of credit it allows  each of its customers' using the customers prior payment history to determine how much credit it will aloe or whether any credit should be given at all. As a result of its monitoring of the outstanding credit allowed for each customer, as well as the fact that the majority of the Company's sales are to customers whose satisfactory credit and payment record has been established over a long period of time, the company believes that its account receivable credit risk has been reduced. However the company acknowledges that as of the date these financial statements the poor economic climate globally, has increased the chances of customers and financial institutions defaulting on their obligations.

 
F-14 

 
HOTEL OUTSOURCE MANAGEMENT
INTERNATIONAL, INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

US Dollars in thousands
 
NOTE 2:-                 SIGNIFICANT ACCOUNTING POLICIES (cont.)
 
 
o.
Basic and Diluted Net Income (Loss) per Share:
 
Basic net income (loss) per share is computed based on the weighted average number of common shares outstanding during each year. Diluted loss per share is computed based on the weighted average number of common shares outstanding during each year, plus dilutive potential common shares considered outstanding during the year.
 
 
p.
Exchange rates:
 
Exchange and linkage differences are charged or credited to operations as incurred.
Exchange rates and the Consumer Price Index ("CPI"):
 
   
December 31,
   
2011
 
2010
New Israeli Shekel (NIS)
 
   $  0.262
 
   $  0.282
Euro (EU)
 
   $  1.292
 
   $  1.335
Australian Dollar (AU$)
 
   $  1.015
 
   $  1.018
Pound Sterling (GBP)
 
   $  1.542
 
   $  1.548
Consumer Price Index ("CPI"):
 
120.38
 
117.82
         
   
Year Ended December 31,
Change in Rate of Exchange and the Consumer Price Index ("CPI"):
 
2011
 
2010
NIS
 
(7.1%)
 
6.4%
EU
 
(3.2%)
 
 (7.4%)
AU$
 
(0.3%)
 
       13.1%
GBP
 
(0.4%)
 
(4.4%)
Change in subsequent ( "CPI")
 
2.17%
 
2.66%
 
 
 
q.
Advertising Costs:
 
Advertising costs are charged to the statements of operations as incurred.
 
 
r.
Implementation of new accounting Standards:
 
In January 2010, the FASB issued Accounting Standards Update No. 2010-06 (ASU 2010-06), "Fair Value Measurement and Disclosures," which amends ASC Topic 820, adding new requirements for disclosures for Levels 1 and 2, separate disclosures of purchases, sales, issuances, and settlements relating to Level 3 measurements and clarification of existing fair value disclosures. ASU 2010-06 is effective for interim and annual periods beginning after December 15, 2009, except for the requirement to provide Level 3 activity of purchases, sales, issuances, and settlements on a gross basis, which will be effective for fiscal years beginning after December 15, 2010; The adoption did not have an effect on the company's consolidated financial statements.
 
 

 
F-15 

 

 HOTEL OUTSOURCE MANAGEMENT
 INTERNATIONAL, INC.
 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

US Dollars in thousands
 
NOTE 2:-                 SIGNIFICANT ACCOUNTING POLICIES (cont.)
 
 
r.
Implementation of new accounting Standards (cont.):
 
 
In July 2010, the FASB issued an update to ASC 310, "Receivables," that requires enhanced and additional disclosures that will provide financial statement users with greater transparency about a reporting entity's allowance for credit losses and the credit quality of its financial receivables. The new and amended disclosure requirements focus on such areas as nonaccrual and past due financing receivables, allowance for credit losses related to financing receivables, impaired loans, credit quality information and modifications. The ASU requires an entity to disaggregate new and existing disclosures based on how it develops its allowance for credit losses and how it manages credit exposures. For public entities, the disclosures as of the end of a reporting period are effective for interim and annual reporting periods ending on or after December 15, 2010. The disclosures about activity that occurs during a reporting period are effective for interim and annual reporting periods beginning on or after December 15, 2010.
 
In January 2011, the FASB issued an additional update to ASC 310 which temporarily delayed the effective date of the disclosures in regard to troubled debt restructuring abovementioned. Currently, that guidance is anticipated to be effective for interim and annual periods ending after June 15, 2011.
 
 
s.   New Amendments and Interpretations not yet Adopted
 
In June 2011, the FASB issued guidance on presentation of "other comprehensive income". The new guidance will require companies to present the components of net income and other comprehensive income either as one continuous statement or as two consecutive statements. It eliminates the option to present components of other comprehensive income as part of  the statement of change in stockholders' equity. The standard does not change the items that must be reported in other comprehensive income, how such items are measured or when they must be reclassified to net income. This standard is effective for the Company as of  January 1, 2012. Because this ASU impacts presentation only, it will have no effect on the Company's financial condition, results of operation, or cashflows.
 
 
 
NOTE 3:-                  OTHER ACCOUNTS RECEIVABLE
 
 
December 31,
 
2011
 
2010
Receivables in regard to property and equipment
 (see Note 14a)
                    168
 
                    138
Prepayment and others
71
 
164
Government authorities
1
 
4
 
240
 
306

 
F-16 

 
 HOTEL OUTSOURCE MANAGEMENT
 INTERNATIONAL, INC.
 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

US Dollars in thousands
 
NOTE 4:-                  PROPERTY AND EQUIPMENT, NET
 
 
December  31,
 
2011
 
2010
Cost:
     
Minibars (d)
 6,290
 
 6,505
Production equipment and parts
411
 
523
Computers and electronic equipment
107
 
101
Office furniture, equipment and other
30
 
51
 
 6,838
 
 7,180
Accumulated depreciation:
     
Minibars
 2,737
 
 2,906
Computers and electronic equipment
122
 
79
Office furniture, equipment and other
2
 
26
 
2,861
 
 3,011
       
Depreciated cost
 3,977
 
 4,169
 
 
Additional Information:
 
a.
Depreciation expenses amounted to $ 719 and $ 714 for the years ended December 31, 2011 and 2010, respectively.
 
 
b.
Balance includes minibars at depreciated cost of $ 160, as of December 31, 2011, identified against a loan based on a refinancing agreement, see also Note 6c
 
 
c.
As for liens, see Note 10c.
 
 
d.   Number of minibars:
 
The consolidated financial statements include the accounts of HOMI and its active subsidiaries listed below, which are fully owned by HOMI:
 
   
Number of Minibars Operated
Subsidiary Name
Area
31.12.2011
 
31.12.2010
HOMI Industries Ltd. (1)
Israel
     
HOMI Israel Ltd. (3)
Israel
4,361
 
3,510
HOMI USA, Inc. and
HOMI Canada, Inc. (3)
U.S.A. and Canada
 
4,187
 
 
3,941
HOMI Europe SARL (2)
Europe
1,499
 
776
   
10,047
 
8,227
 
 
(1)   A quantity of minibars are owned by HOMI Industries and rented to the subsidiaries.
 
As of December 31, 2011 the minibars are located as follows:
 
 
HOMI U.S.A.
 
HOMI
Israel Ltd.
 
 
Europe
 
 
Total
Number of minibars
1,244
 
1,360
 
1,499
 
4,103
 
(2) Through subsidiaries in France and the U.K (including a branch in Spain).
 
(3)  
Including HOMI® 232 shared operated minibars. As of December 31, 2011 located as follows, see note 10g:
 
 
HOMI U.S.A.
 
HOMI
Israel Ltd.
 
 
Europe
 
 
Total
Number of minibars
246
 
819
 
0
 
1,065

 
F-17 

 

 HOTEL OUTSOURCE MANAGEMENT
 INTERNATIONAL, INC.
 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

US Dollars in thousands
 
NOTE 5:-                  OTHER ASSETS
 
December 31,
 
2011
 
2010
a.    Intangible assets-
     
Intellectual property (Net of accumulated amortization of  $ 8 and $ 5 of December 31, 2011 and 2010, respectively) (1)
47
 
50
       
b.    Deferred expenses -
     
Cost
116
 
116
Accumulated amortization (2)
(99)
 
(89)
 
17
 
27
       
 
64
 
77
 
 
(1)
See Note 2h(1).
 
(2)
Deferred expenses in regard to loans received are amortized over the loan period of nine years (see note 8c (1)).
 
NOTE 6:-                 LOANS FROM RELATED PARTIES
 
a.      Composed as follows:
 
     
December 31,
     
2011
 
2010
 
Long- term liability (see c-g below)
   
857
 
811
 
Current maturities of long- term liability
   
133
 
93
       
990
 
904
             
 
b.      Aggregate maturities of long-term loans for years subsequent to December 31, 2011 are as follows:
 
 
 
 Year
Amount
 
2012
133
 
2013
117
 
2014
314
 
2015
331
 
2016 and thereafter
95
   
990
 
 
 
c.  On July 20, 2009, HOMI Israel Ltd (“HOMI Israel”) signed a Refinancing Agreement with a related company (owned 45.45% by a related party) ("The related company").  Pursuant to this agreement, HOMI Israel sold 470 HOMI® 336 used minibars installed at the Dan Panorama Hotel in Tel Aviv ("The Hotel") to the related company at a price of $ 450 (in dollars) per minibar for a total of $ 211.5. The minibars will remain at the hotel and HOMI Israel shall continue to operate and maintain these minibars in accordance with its existing outsource operation agreement with the Hotel. The title to the minibars now rests with the related company
 
d.      On January 28, 2010, HOMI entered into two loan agreements with related parties as follows:
 
 
1.
Pursuant to a loan agreement with a related company, which is a company owned by HOMI’s Chairman, the related party loaned HOMI NIS 1,125 (approximately $ 300 when received). The loan is index linked to Israel’s Consumer Price Index and bears interest at a rate of 6% per annum. The loan is for a period of four years, with quarterly repayments. The first two years will be grace period on the principal. During the grace period, the lender is entitled to convert the loan into shares of HOMI’s common stock, at a price per share of 8 cents during the first year and 12 cents during the second year.
 

 
F-18 

 

HOTEL OUTSOURCE MANAGEMENT
 INTERNATIONAL, INC.
 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

US Dollars in thousands
 
NOTE 6:-                      LOANS FROM RELATED PARTIES (cont.)
 
 
 
2.
Pursuant to another loan agreement, HOMI’s President loaned HOMI $ 100. The loan bears interest at a rate of 8% per annum .The loan is for a period of four years, with quarterly repayments. The first two years will be a grace period on the principal. During the grace period, the lender is entitled to convert the loan into shares of HOMI’s common stock, at a price per share of 8 cents during the first year and 12 cents during the second year.
 
During the years 2010 and 2011, HOMI has paid interest on these loans, but not any principal.  According to the terms of these 2010 loan agreements, HOMI was to commence payment of principal at the end of the first quarter of 2012.  On December 2011, the lenders agreed to HOMI’s request to recycle these two loan agreements into two new loan agreements.  These new loans are each for a period of four years, including two years’ grace on the principal, and with each lender being entitled during such grace period to convert each loan into shares of HOMI’s common stock at 3 cents per share or the price per share in a rights offering if HOMI conducts a rights offering prior to full repayment of these loans
 
The other loans terms  have not been changed.
 
In respect of change in the terms of the loans, lenders benefit was created at $ 300 and expressed in company's other comprehensive income.
 
 
 e.
 
On February 18, 2010, HOMI Industries Ltd, ("HOMI Industries") a wholly owned subsidiary of HOMI, entered into a loan agreement with a related party pursuant to which HOMI Industries received a loan of $ 140.
 
 
As security and collateral for repayment of the Loan, HOMI Industries will encumber in lender's favor computerized minibar systems, including 280 HOMI® computerized minibars, a central unit and a license to HOMI® software, which HOMI’s affiliate installed during April to June 2010 at the Wyndham Hotel in New York, USA and operates for the Hotel under outsource operation agreement which HOMI’s affiliate signed with the hotel.
 
 
f.
 
On June 14, 2010, HOMI Industries entered into a second loan agreement with the abovementioned related party, pursuant to which HOMI Industries received a loan of  NIS 671 (approximately $ 173 when received) for the installation of 363 HOMI minibars in a Hotel in Israel.
 
As security and collateral for repayment of the Loan, HOMI Industries will encumber in lender's favor computerized minibar systems, including 363 HOMI® computerized minibars, a central unit and a license to HOMI® software, which HOMI’s affiliate installed during September 2010 at the Royal Beach Hotel in Eilat, Israel and operates for the Hotel under outsource operation agreement which HOMI’s affiliate signed with the hotel.
 
 
g.
On October 26 2011, HOMI Industries entered into an additional loan agreement with the above mentioned related party, pursuant to which HOMI Industries received a loan of $ 108 for the installation of 270 HOMI minibars in a Hotel in Israel.
 
As security and collateral for repayment of the Loan, HOMI Industries will encumber in lender's favor computerized minibar systems, including 270 HOMI ® computerized minibars, a central unit and a license to HOMI® software, which HOMI’s affiliate installed at the Herods Hotel in Jerusalem, Israel and operates for the Hotel under outsource operation agreement which HOMI’s affiliate signed with the hotel.
 
Repayments of this loan  and the loans mentioned in e. and f. above, computed on the basis of revenues net of operational payments, allocated amongst the parties, in accordance with the terms detailed in the loans agreements.
 
 

 
F-19 

 

HOTEL OUTSOURCE MANAGEMENT
 INTERNATIONAL, INC.
 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

US Dollars in thousands
 
NOTE 6:-                      LOANS FROM RELATED PARTIES (cont.)
 
 
h.   On December 2011, HOMI received three additional loans from shareholders, amounting to $ 80.  Each loan is for a period of four years, with quarterly repayments, including two years’ grace on the principal, and with each lender being entitled during such grace period to convert each loan into shares of HOMI’s common stock at 3 cents per share or the price per share in a rights offering if HOMI conducts a rights offering prior to full repayment of these loans.  These loans are all in US Dollars and bear 8% annual interest.
 
NOTE 7:-                 CONVERTIBLE NOTES
 
a.
Composed as follows
 
December 31,
     
2011
 
2010
 
Current maturities of long-term liability
 
-
 
74
   
-
 
74
 
b.
During the years 2006 and 2007, HOMI raised $ 494 through the issuance of notes. The notes bear interest at a rate of 8% per annum and are convertible into common stock at a conversion price ranging between 50 cents and 80 cents per share, depending on the conversion dates.
   
 
Interest on the notes is due and payable on a quarterly basis commencing March 2007. Principal was repaid in eight equal quarterly installments commencing December 2008. The principal repaid in 2011 and 2010 was $ 0 and $ 205, respectively.
 
NOTE 8:-                 LONG-TERM LOANS FROM OTHERS
 
a.       Composed as follows:
     
     
December 31,
     
2011
 
2010
 
Long- term liability (see c below)
   
2,341
 
1,518
 
Current maturities of long-term liability
   
228
 
184
       
2,569
 
1,702
 
 
b.
Aggregate maturities of long-term loans for years subsequent to December 31, 2011 are as follows:
 
 
 
Year
 
Amount
 
2012
 
228
 
2013
 
716
 
2014
 
1,100
 
2015
 
525
     
2,569
 
 
c.  (1)   In March and June, 2005, HOMI and the subsidiary in the U.S. received from Horizon Challenges Investment Company Ltd. (“Horizon”) loans in the total amount of $ 1.1 million, which Horizon undertook to provide to the Company (“the Financing”), pursuant to a Financing Agreement, dated as of March 1, 2005, as amended on May 17, 2005. The loans bear interest at the rate of 11.67% and are to be repaid in monthly installments for nine years. The loans are secured by a lien on all minibars in respect of which the loan was received, and a security interest and assignment of a portion of HOMI and its subsidiaries’ monthly revenues from those minibars, in the amount required to pay each month’s repayments on all outstanding loans, principal plus interest. Total liabilities for the years ended December 31, 2011 and 2010 amounted to approximately $ 415 and   $ 549, respectively.
 
 
(2)
HOMI Industries Ltd (“HOMI Industries”), which is a wholly owned subsidiary, entered into two loan agreements with Moise Laurent Elkrief and Sonia Elkrief (“Elkrief”). 
 
The two agreements were signed on November 12, 2009, and October 25, 2009 respectively. Pursuant to these agreements, Elkrief lent HOMI Industries $ 88.5 and $ 83 (the “Loans”).

 
F-20 

 

HOTEL OUTSOURCE MANAGEMENT
 INTERNATIONAL, INC.
 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

US Dollars in thousands
 
NOTE   8:-                      LONG-TERM LOANS FROM OTHERS (cont.)
 
 
As security and collateral for repayment of the Loans, HOMI Industries will encumber in Elkrief’s favor computerized minibar systems, including 177 and 166 HOMI® computerized minibars, a central unit and a license to HOMI® software, which HOMI’s Affiliates installed in January 2010 at the Strand Hotel in New York, USA, and in the Leonardo Ramat Hahayal Hotel, in Tel Aviv, Israel, respectively and operate for the Hotels under outsource operation agreements which HOMI’s Affiliates signed with the hotels.
 
Loans repayment will be computed on the basis of revenues net of operational payments, allocated amongst the parties, in accordance with the terms detailed in the loanAgreements.
 
 
 
(3)
On October 5, 2010, HOMI Industries Ltd. signed a loan agreement with Tomwood Limited, which is a BVI company (“Tomwood”). Pursuant to this agreement, Tomwood shall loan to HOMI Industries $2,000. This loan will be made available to HOMI Industries in four, equal installments of $ 500 each. As of December 31,2011 all the installments were received.
 
 
 
The Tomwood loan bears interest at a rate of 10% per annum, to be paid quarterly, starting one quarter after the first installment of the loan.
 
 
HOMI Industries will repay this loan in eight consecutive, quarterly payments, commencing as of September 30, 2013 and ending on June 30, 2015.
 
 
 
HOMI Industries will use $ 1,500 of the Tomwood loan for the sole purpose of manufacturing and/or purchasing, and installing, minibar type products, and performing the logistics required in connection with these activities, including run-in of new installations and debugging of new installations.
 
 
 
Until September 29, 2013, Tomwood shall have the right to convert all or any part of the principal sum of its loan to HOMI Industries into shares of the common stock of Hotel Outsource Management International, INC. For a conversion occurring no later than September 29, 2012, the conversion will be at a price per share of 6 cents, for a maximum of 33,333,333 shares (if the entire loan is converted during that period). For a conversion occurring between September 29, 2012 and September 29, 2013, the conversion will be at a price per share of 8 cents, for a maximum of 25,000,000 shares (if the entire loan is converted during that period).
 
 
As security and collateral for repayment of the Loan, HOMI Industries will take all action necessary on its part to encumber the minibars purchased with the loan by registering a first degree lien over such minibars.
 

 
F-21 

 

HOTEL OUTSOURCE MANAGEMENT
 INTERNATIONAL, INC.
 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

US Dollars in thousands
 
NOTE 9:-                 ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES
 
 
   December 31,
 
2011
 
2010
Employees and payroll accruals
150
 
154
Accrued expenses
145
 
134
Government authorities and others
52
 
51
Other
37
 
-
Related parties
5
 
12
 
389
 
351
 
NOTE 10:-                      COMMITMENTS, CONTINGENT LIABILITIES, LIENS AND COVENANTS
 
 
a.
HOMI and its affiliates have contractual obligations towards hotels with regard to the operation of minibars in hotel rooms.
 
HOMI and its affiliates own most of these minibars. Several hotels have a contractual purchase option granted which enables them to purchase the minibars at a price which results in a profit for the Company, and the agreement with the hotel is then terminated. To date, no hotel has exercised such an option.
 
 
b.
On December 8, 2009, HOMI Israel Ltd. was served with a lawsuit filed by a former employee with the Regional Labor Court of Tel-Aviv (the “Lawsuit”). HOMI Israel Ltd. was the only defendant in the Lawsuit. The former employee had been employed by HOMI Israel Ltd. in the position of VP Operations, between June 2008 and May 2009, following which he had been dismissed by HOMI Israel Ltd.  In the Lawsuit, the former employee claims to be entitled to wages and benefits over and above what he received from HOMI Israel. The former employee's total claim was for NIS 195 (approx. $53), exclusive of interest and fines for payment in arrears. HOMI Israel Ltd. filed a Statement of Defense on 25 January 2010. Following mediation and with the encouragement of the court, the parties entered into a compromise settlement, pursuant to which ,on September 2010, HOMI Israel paid the former employee the sum of NIS 30 (approx. $ 8).
 
 
c.
HOMI Industries has registered fixed charges over certain of its assets, including certain minibars and the rights to receivables generated by such minibars , in favor of  third parties, as security for loans which were given to HOMI by such third parties, or to secure profit sharing payments which HOMI undertook to pay to such parties. Total liabilities secured by these fixed charges as of December 31, 2011 and 2010 are in the amount of approximately $ 1,000. See also Notes 10g, 8c (3) and 6(e-g).
 
 
d.
Rent expenses -
 
The Company’s operations are based primarily at hotels where its outsource operations are conducted. Most of the hotels allow the Company to utilize office space free of charge.
In addition, the Company’s U.S. counsel (who is also a shareholder) allows the Company to use its office as their corporate headquarters at no charge. No amounts have been reflected as rent expense in the accompanying consolidated statements of operations for the value of this rent due to its insignificance

 
F-22 

 
 
HOTEL OUTSOURCE MANAGEMENT
 INTERNATIONAL, INC.
 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

US Dollars in thousands
 
NOTE 10:-                      COMMITMENTS, CONTINGENT LIABILITIES, LIENS AND COVENANTS (cont.)
 
In addition, the Company rents space under various month to month arrangements for certain facilities. The Company rents office space in Herzliya, Israel, primarily for HOMI’s finance department, its technical support and as the headquarters of HOMI Israel and HOMI Industries. In October 2010 the company relocated its offices to another location in Herzliya. During the years ended December 31, 2011 and 2010, rent expenses amounted to $ 49 and $ 74, respectively.
 
Rent commitments:
Future minimum lease commitments under non-cancelable operating leases are as follows:
       
 First year
 
49
 
 Second year
 
37
 
 Total
 
86
 
 
 
e.
The Company received notice that the US Internal Revenue Service imposed on the Company automated late filing penalties for delay in filing a certain information schedule on foreign holdings. The Company has filed an appeal for full abatement of the penalties according to procedures of the IRS. Based on common practice and the nature of reasoning for the delay, Company advisors believe there is a good reason to believe that the abatement would be approved. Accordingly, no provision was recorded on the Company books of account.
 
f.  
HOMI Industries subsequently entered into exclusive license agreements with HOMI Europe S.A.R.L. (for the territory of Europe), HOMI USA, Inc. (for the United States and Canada) and HOMI Israel Ltd. (for Israel). HOMI Europe (S.A.R.L.) granted a sub-license to HOMI UK Limited (for the United Kingdom, Spain and Ireland), and HOMI USA, Inc. granted a sub-license to HOMI Canada, Inc. (for Canada).  All of the aforementioned companies are subsidiaries of HOMI.
 
g.  
During March to June, 2010, HOMI Industries and Best Bar Services Ltd. ("Best Bar"), began to implement the cooperation pursuant to the Memorandum of Understanding they entered into as of 23 September 2009 ("the MOU”), with a partial test installation of Best Bar’s Open Display, Open Access Computerized Minibars, in one Hotel in Israel. Following this test, HOMI has included the Best Bar minibar in its catalogue of minibars, represented as the “HOMI® 232” model. During 2011 HOMI installed the “HOMI® 232” Minibar in 3 hotels in Israel and one hotel in the USA.
Pursuant to the MOU, the agreed price of each HOMI® 232 is $ 350, but HOMI will purchase the HOMI® 232 from Best Bar for half that price, namely, $ 175. HOMI then shares its operating profits from HOMI® 232 installations, with Best Bar (operating profits are computed as HOMI’s collection from the hotels, less cost of goods, labor and 8% of the collection as a HOMI management fee), with 60% being retained by HOMI and  40% being paid to Best Bar.
In the event of a direct sale of HOMI® 232 Minibars, by HOMI, to hotels or distributers, $350 from the revenues of such sale will be paid to Best Bar as the purchase price of the minibar and the remaining margin will be split 60% to HOMI and 40% to Best Bar.
Pursuant to the MOU HOMI Industries agreed to cooperate with Best Bar in order to register a fixed charge, in Best Bar’s favor, over HOMI® 232 minibars that will be operated by HOMI, to secure HOMI obligations to Best Bar  up to an amount of $ 175  per minibar.

 
F-23 

 
 
HOTEL OUTSOURCE MANAGEMENT
INTERNATIONAL, INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

US Dollars in thousands
 
NOTE 11:-     SHAREHOLDERS’ EQUITY
 
 
Shareholders’ Rights:
The common shares confer upon the holders the right to receive a notice to participate and vote in the general meetings of the Company and to receive dividends, if and when declared.
Preferred share rights are yet to be determined. No preferred shares are issued and outstanding.
 
 
NOTE 12:-                      CUSTOMERS AND GEOGRAPHIC INFORMATION
 
The Company manages its business on a basis of one reportable segment (see Note 1 for a brief description of the Company’s business).
 
 
a.
Major customers’ data as a percentage of total sales to unaffiliated customers:
 
   
Year ended December 31,
   
2011
 
2010
         
Customer A
 
                 12.8%
 
                 12.7%
Customer B
 
8.5%
 
8.8%
Customer C
 
  6.4%
 
  8.5%
Customer D
 
  5.9%
 
  7%
Customer E
 
4.5%
 
5%
Customer F
 
 4.4%
 
 5%
 
 
b.
Breakdown of Consolidated Sales to unaffiliated Customers according to Geographic Regions:
 
     
Year ended December 31,
     
2011
 
2010
           
Israel
   
57%
 
55%
USA
   
35%
 
35%
ROW
   
8%
 
10%
Total
   
100%
 
100%
 
c.  
As of December 31, 2011, $ 2,215 of the consolidated long-lived assets were located in Israel;
$ 1,119 in the USA and $ 643 in ROW. As of December 31, 2010, $ 2,218 of the consolidated long-lived assets were located in Israel; $ 1,514 in the USA; and $ 437 in ROW.

 
F-24 

 
HOTEL OUTSOURCE MANAGEMENT
 INTERNATIONAL, INC.
 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

US Dollars in thousands
 
NOTE 13:                           INTEREST AND FOREIGN CURRENCY TRANSLATION EXPENSES, NET
 
 
Year ended December 31,
   
2011
 
2010
           
 Interest on long-term loans (1)
 
(393)
 
(185)
 Linkage difference and others, net
   
28
 
(66)
     
(365)
 
(251)
         
(1) As for financial expenses to shareholders, see Note 16a.
 
NOTE 14:-                      OTHER EXPENSES
 
 
Year ended December 31,
   
2011
 
2010
Dismantling of Minibars
(64)
 
(134)
Capital loss (a)
-
 
              (126)
Capital loss from selling the activity in
Germany and Italy (see Note 1d)
 
                 -
 
 
                 (85)
  Others
(1)
 
(6)
   
        (65)
 
(351)
 
 
 (a)
Homi Australia ceased the operating of  the Minibars in Hilton Sydney, the only hotel operated in Australia, and transferred the operation and the Minibars installed to the hotel, for up to AU$ 435 (approx. $ 396). The amount will be repaid over maximum of 50 monthly payments which will be based on the monthly performance of the hotel as detailed in the agreement. Title in the System shall immediately pass to Hilton, after those repayments, for the nominal price of one AU$.
 
The balance of the debt is presented in the financial statements part at other accounts receivable (in 2011 and 2010) and part at long term receivables (in 2010).
 
NOTE 15:-                      TAXES ON INCOME
 
a.   
Corporate tax structure:
 
Taxable income of Israeli companies is subject to tax at the rate of 25% in 2010, 24% in 2011 and 25% in 2012 and thereafter.
The subsidiary in the USA is subject to a 15% -35% corporate tax rate. Subsidiaries in Europe are subject to 35% - 45% corporate tax rate. The subsidiary in Australia is subject to 30% corporate tax rate.
 
 
b.
The subsidiary in the USA is subject to both federal and state tax. The federal tax is determined according to taxable income, for the first $ 50 taxable income the rate is 15%. In addition, a 9.3% California state tax is applicable.
 
 
c.
As of December 31, 2011, loss carryforwards are approximately:
 
 
$
HOMI USA Inc. *
3,061
HOMI Israel Ltd.
1,349
HOMI Industries Ltd.
2,273
HOMI Europe SARL
1,025
HOMI Inc.
455
HOMI UK LTD.
583
HOMI Australia PTY.
340
HOMI France
103
 
9,189
 
 *    Utilization of U.S. net operating losses may be subject to substantial annual limitation due to the “change in ownership” provisions of the Internal Revenue Code of 1986 and similar state provisions. The annual limitations may result in the expiration of net operating losses before utilization

 
F-25 

 

HOTEL OUTSOURCE MANAGEMENT
 INTERNATIONAL, INC.
 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

US Dollars in thousands
 
NOTE 15:-                      TAXES ON INCOME (cont.)
 
 
d.
Deferred income taxes:
Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Significant components of the Company's deferred tax assets and liabilities are as follows:
 
 
December 31,
 
2011
 
2010
Deferred Tax assets-Operating loss carryforwards
2,258
 
1,772
Deferred Tax Liabilities-Temporary differences in regard to expenses and property
(59)
 
(62)
       
Net deferred tax asset before valuation allowance
2,199
 
1,710
Valuation allowance
(2,199)
 
(1,710)
       
Net deferred tax
-
 
-
 
As of December 31, 2011, the Company had provided valuation allowances of $ 2,199 in respect of deferred tax assets resulting from tax loss and temporary differences. Management currently believes that it is more likely than not that the deferred tax regarding the loss carryforwards and other temporary differences will not be realized in the foreseeable future. Deferred tax liability is presented in long-term liabilities. The valuation allowance increase by approximately $ 489 during the year ended December 31, 2011 and decreased by approximately $ 260 during the year ended December 31, 2010.
 
 
e.
Composition of taxes on income:
 
 
Year ended December 31,
 
     
2011
 
2010
Current taxes
   
-
 
2
     
-
 
2
 
 
f.
Breakdown of losses before taxes:
 
 
Year Ended December 31,
 
2011
 
2010
Israel
1,171
 
1,013
USA
379
 
417
ROW
195
 
476
 
 1,745
 
1,906
 
 
 
g.
The main items for reconciliation between the statutory tax rate of the Company and the effective tax rate are the non-recognition of tax benefits from accumulated net operating losses carryforward among the various subsidiaries worldwide due to uncertainty of the realization of such tax benefits.

 
F-26 

 

HOTEL OUTSOURCE MANAGEMENT
 INTERNATIONAL, INC.
 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

US Dollars in thousands
 
NOTE 16:-                      RELATED PARTY TRANSACTIONS
 
 
a.
The following transactions with related parties are included in the financial statements:
 
 
Year ended December 31,
 
2011
 
2010
Directors' fees
15
 
16
Directors' liability insurance
24
 
24
Consulting and management fees
        531
 
        543
Interest Expense
                     67
 
                     54
 
        637
 
        637
 
 
b.
As for balances and loans as of December 31, 2011 and 2010 - see Note 6.
 
 
NOTE 17:-   EVENTS SUBSEQUENT TO BALANCE SHEET DATE
 
 
 
a.  On January 8, 2012 HOMI entered into a loan agreement with a related company, which is a company owned by HOMI’s Chairman. The related party loaned HOMI NIS 850 thousand (approximately $ 220 when received). The loan is index linked to Israel’s Consumer Price Index and bears interest at a rate of 6% per annum. The loan is for a period of four years, with quarterly repayments. The first two years will be grace period on the principal. During the grace period, the lender is entitled to convert the loan into shares of HOMI’s common stock, at a price per share of 3 cents during the first year.
 
 
 
b. On March 11, 2012, HOMI Industries Ltd, entered into a loan agreement with a related Company  Pursuant to this agreement, the related Company agreed to loan to HOMI Industries the sum of $90.
 
 
 
 
 
 

 
  F-27

 
 
ITEM 9:
CHANGES AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE 
 
None

ITEM 9A
CONTROLS AND PROCEDURES
 
Evaluation of Disclosure Controls and Procedures
 
Management is required by Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934 to evaluate, with the participation of the Chief Executive Officer and Chief Financial Officer, the effectiveness of disclosure controls and procedures as of the end of the period covered by this report. Disclosure controls and procedures refer to controls and other procedures designed to ensure that information required to be disclosed in the reports we file or submit under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the rules and forms of the Securities and Exchange Commission. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by us in our reports that we file or submit under the Exchange Act is accumulated and communicated to management, including the Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure. In designing and evaluating our disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and management was required to apply its judgment in evaluating and implementing possible controls and procedures.
 
During the year ending December 31, 2011, management carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures. Such an evaluation requires the check and testing of the existence of the required controls. As of December 31, 2011, management had performed the examination with regard to all of HOMI’s material subsidiaries. As a result, management has concluded that its disclosure controls and procedures are currently effective. 
 
Management’s Report on Internal Control Over Financial Reporting
 
Management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Securities Exchange Act of 1934, as amended. Internal control over financial reporting refers to a process designed by, or under the supervision of, the Chief Executive Officer and Chief Financial Officer and effected by the board of directors, management and other personnel to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles, and includes those policies and procedures that:
 
 
pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of our assets;
 
 
provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that our receipts and expenditures are being made only in accordance with authorizations of our management and our board of directors; and
 
 
provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of our assets that could have a material effect on our financial statements.
 
Internal control over financial reporting cannot provide absolute assurance of achieving financial reporting objectives because of its inherent limitations. Internal control over financial reporting is a process that involves human diligence, compliance and is subject to lapses in judgment and breakdowns resulting from improper segregation of duties and human failures. Because of such limitations, there is a risk that material misstatements may not be prevented or detected on a timely basis by internal control over financial reporting. However, these inherent limitations are known features of the financial reporting process. Therefore, it is possible to design into the process safeguards to reduce, though not eliminate, this risk.
 
Management evaluated the effectiveness of our internal control over financial reporting as of December 31, 2011 using the framework set forth in the report of the Treadway Commission’s Committee of Sponsoring Organizations (COSO), “Internal Control — Integrated Framework.” The Public Company Accounting Oversight Board’s Auditing Standard No. 2 defines a material weakness as a significant deficiency, or combination of significant deficiencies, that result in more than a remote likelihood that a material misstatement of the annual or interim financial statements will not be prevented or detected.  As of December 31, 2011, management has examined all of HOMI’s material subsidiaries, and has concluded that all internal controls and procedures are effective.
 

 
45 

 

Changes in Internal Control over Financial Reporting
 
Management has evaluated, with the participation of the Chief Financial Officer, whether any changes in our internal control over financial reporting that occurred during our last fiscal quarter have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. Based on the evaluation we conducted, management has concluded that the company has made the following changes in order to increase the internal control over financial reporting:
 
(i)  
integrated updated financial software;
(ii)  
created new mechanisms for the review and approval of invoices to customers and/or from suppliers;
(iii) 
increased the frequency of sudden checks;
(iv) 
increased levels of discussions and documentation by senior financial management;
(v)  
established additional controls over financial reporting.
 
This annual report does not include an attestation report of the company's registered public accounting firm regarding internal control over financial reporting. Management's report was not subject to attestation by the company's registered public accounting firm pursuant to temporary rules of the Securities and Exchange Commission that permit the company to provide only management's report in this annual report.
 
ITEM 9B:
OTHER INFORMATION
 
None
 
PART III

ITEM 10:
DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
 
Directors and Executive Officers
 
Our Board of Directors and executive officers and their respective ages as of December 31, 2011 are set forth in the table below. Each of the directors of HOMI will serve until the next annual meeting of shareholders or until his successor is elected and qualified.
 
Also provided is a brief description of the business experience of each director and executive officer and the key personnel during the past three years and an indication of directorships (if any) held by each director in other companies subject to the reporting requirements under the Federal securities laws.
 
NAME
AGE
POSITION
     
Daniel Cohen
56
President, Director
     
Jacob Ronnel
55
CEO, CFO, Director
     
Ariel Almog
44
COO, Director
     
Avraham Bahry
66
Chairman
     
 Kalman Huber
 66
Director
     
Yoav Ronen
52
Director
 
 

 
46 

 

Biographies
 
Avraham Bahry, 66 has been a director of HOMI since December 2004 and its Chairman from December 2004 to March 2007. Mr. Bahry established Mul-T-Lock Ltd., an Israeli corporation, in 1973, which he grew into a multi-national holding company in the business of products and services for the protection of life and property. Mr. Bahry sold Mul-T-Lock Ltd. in 1999 and has worked as a consultant since then.
 
Daniel Cohen, 56, was appointed President of HOMI in August 2008 and was elected to the Board of Directors on November 20, 2008. Mr. Cohen has been a consultant to HOMI since September 2007... Mr. Cohen created a number of highly successful businesses including DAC Systemes (exclusive distributor in France Lebanon, Mauritius and Israel) for Micros Systems - world leaders in hospitality management, and eventually selling to Micros in 1995 From 1997 to 2005, Mr. Cohen served as Chairman, President and Chief Executive Officer of Bartech Systems International, Inc., a U.S. corporation which creates automated mini-bar solutions for the hotel industry. Mr. Cohen is a director of several small companies. From 1991 to 2000 ($40m to $300m), he was a director at Micros Systems Inc, like HOMI, a NASDAQ listed company. Mr. Cohen is a graduate of Ecole Hoteliere de Lausanne (International Institute of Hospitality Management) and is a graduate of the Advanced Management Program, INSEAD.
 
Jacob Ronnel, 55, has been Chief Executive Officer and a director of HOMI since December 28, 2001, and a director of HOMI Israel Ltd. (formerly Bartech Mediterranean Ltd.) since May 1997. Mr. Ronnel served as President of HOMI from December 2001 to August 2008. Mr. Ronnel was appointed HOMI's CFO on March 26, 2009. In addition, he serves as a director and Chief Executive Officer of subsidiaries of HOMI. From July 1997 to September 1997, Mr. Ronnel was a consultant to and provisional manager of Brookside Investments, Ltd. From 1996 to 2002, he was a consultant for Kassel Financial Consultants, located in Israel. Mr. Ronnel obtained a degree in International Hotel Administration from Ecole Hoteliere de Lausanne, Switzerland.
 
Ariel Almog, 44, has been Chief Operating Officer, secretary and director of HOMI since December 28, 2001.He has been Chief Operating Officer and a director of HOMI Israel, Ltd. (formerly Bartech Mediterranean Ltd.) since May 1997 and a general manager since March 1998. In addition, he serves as an officer and director of each of HOMI's subsidiaries. From 1996 to 1998, Mr. Almog was an owner of a franchise Apropo Cafe restaurant in Israel. He received a Bachelor of Business Administration and Marketing from Schiller International University (American University, Paris, France).
 
Kalman Huber- 66, was elected to HOMI's board of directors as of April 2009. Mr Huber has many years of experience in the hotel industry .Mr Huber served as Senior Vice President and CFO of the Sheraton Moriah chain in Israel, a chain comprised of the Sheraton hotels in Israel and the Moriah hotels, from 1999 to 2007.   Since 2007, Mr. Huber has been Senior Vice President and CFO of Azorim Tourism, which, in addition to the Sheraton Moriah hotels, included the Accor hotels in Israel. Before joining Sheraton Moriah, Mr Huber worked for many years at IBM where he served as Assistant General Manager and CFO, and Assistant General Manager Marketing and Sales in IBM Israel, as well as holding senior positions in finance at IBM’s European headquarters.
 
Yoav Ronen, 52, was elected to HOMI’s board of directors in December 2006. Mr. Ronen has years of experience managing hotels. Since 2005, he had been Supervisor and Director of Marketing for two hotels in Prague, Czech Republic: The Joe Hotel and Villa Schwaiger. Since 2003, he has been Supervisor and Director of Marketing for the Ros Maris Rob D.o.o. Hotel in Croatia. From 1995-2002 he served as Chief Executive Officer for the Hotel Jordan River in Tiberius, Israel, and Hotel Carmel in Netanya, Israel. Mr. Ronen received a Bachelor’s degree in Business and Accounting from Tel Aviv University.
 
Section 16(a) Beneficial Ownership Reporting Compliance
 
No officers, directors and/or beneficial owners of 10% or more of HOMI’s common stock who were required by Section 16(a) of the Securities Exchange Act of 1934, to file certain reports during the period covered by this annual report.
 
Code of Ethics
 
HOMI has adopted a code of ethics that applies to its principal executive officers, principal financial officer and principal accounting officer. HOMI will provide any person without charge, upon request, a copy of such code of ethics and explain the manner in which such request may be made.
 
Corporate Governance
 
There have been no material changes to the procedures by which security holders may recommend nominees to HOMI's board of directors.
 
Audit Committee Financial Expert
 
HOMI has a separately designated standing audit committee established in accordance with Section 3(a)(58)(a) of the Exchange Act. HOMI’s board of directors has determined that HOMI has one financial expert serving on its audit committee: Kalman Huber.

 
47 

 

ITEM 11:
EXECUTIVE COMPENSATION
 
The following is a chart of compensation paid to all executive officers of the Company.
 
Name and Principal Position
Year
Salary ($)
Bonus ($)
Stock Awards ($)
Option Awards ($)
Non Equity Incentive Plan Compensation ($)
Non Qualified Deferred Compensation Earnings ($)
All Other Compensation ($)
Total ($)
Jacob Ronnel
Chief Executive Officer, Chief Financial Officer
2010
166,365
           
166,365
 2011
165,548
           
165,548
 
Daniel Cohen
President
2010
162,233
           
162,233
 
2011
 149,516
           
149,516
Ariel Almog
COO (1)
2010
214,118
           
214,118
 2011
216,064
           
  216,064
 
 (1)Mr. Almog's entire salary was paid by HOMI USA, Inc.
 
 
Directors Compensation
 
Directors are reimbursed for the expenses they actually incur in attending board meetings. In addition, Directors are paid a fee of $1,000 per directors meeting, and $500 per committee meeting. The following is a chart of compensation paid to HOMI directors in 2011.
 
 
Name
Fees Earned or Paid in Cash ($)
Stock Awards($)
Option Awards($)
Non-Equity Incentive Plan Compensation($)
Non Qualified Deferred Compensation Earnings
All Other Compensation
($)
Total
($)
Avraham Bahry
$ 3,000
         
$ 3,000
Jacob Ronnel*
             
Ariel Almog*
             
Kalman Huber
$  7,000
         
$  7,000
Yoav Ronen
$  4,500
         
$  4,500
 
* Compensation for services as a director is fully reflected in the Executive Officer Compensation Table.

Compensation Committee
 
Currently, HOMI does not have a compensation committee. All directors participate in deliberations concerning executive officer compensation.
 

 
48 

 

ITEM 12:
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
 
Principal Stockholders
 
The following table sets forth certain information known to HOMI with respect to beneficial ownership of HOMI common stock as of March 15, 2012, the number and percentage of outstanding shares of common stock beneficially owned by each person who beneficially owns:
 
·
More than 5% of the outstanding shares of our common stock;
 
·
Each of our officers and directors;
 
·
All of our officers and directors as a group.
 
Except as otherwise noted, the persons named in this table, based upon information provided by these persons, have sole voting and investment power with respect to all shares of common stock owned by them.
 
Names and Address of Beneficial Owner
Number of Common Shares Beneficially Owned
% Beneficially Owned (1)
     
Daniel Cohen
10 Iris Street, PO Box 4591
Caesarea, Israel 30889
7,141,434
 
7.98%
     
Jacob Ronnel
21 Hasvoraim Street
Tel Aviv, Israel
10,917,501
 
12.20%
     
Ariel Almog
224 Maypoint Drive,
San Raphael, CA
2,826,351
 
3.16%
     
Avraham Bahry
1 Gan Hashikmin Street
Ganei-Yehuda-Savion, Israel
10,271,283
 
11.48%
     
Yoav Ronen
2 Mivza Horev Street
Modiin, Israel
26,565
 
0.03%
     
Kalman Huber
17, Levy Eshkol st.
Tel Aviv, Israel
0
0.00%
     
All officers and directors as a
group (6people) (1)(2)
31,183,134
34.86%
   
 (1)  
Based of total of 89,453,364 shares out standing as of March 15, 2012.
 

 
48

 
 
ITEM 13:                       CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE.

Other than as disclosed below, there have been no transactions or proposed transactions which have materially affected or will materially affect us in which all director, executive officer or beneficial holder of more than 5% of the outstanding common stock, or any of their respective relatives, spouses, associates or affiliates, has had or will have any direct or material indirect interest.
 
On July 20, 2009, HOMI Israel Ltd., which is a wholly owned subsidiary of HOMI, entered into an agreement with Globetrip Ltd., a company of which Daniel Cohen, HOMI’s President, owns 45.45%.  Pursuant to this agreement, HOMI Israel sold 470 HOMI® 336 minibars installed at the Dan Panorama Hotel in Tel Aviv to Globetrip Ltd. at a price of $450 per minibar, for a total of $211,450.  The minibars will remain in place at the hotel and HOMI Israel shall continue to operate and maintain these minibars in accordance with its existing outsource operation agreement with the Dan Panorama Hotel, the only difference being that instead of HOMI Israel having title to the minibars, title to the minibars now rests with Globetrip Ltd.  HOMI Israel shall continue to invoice the Dan Panorama Hotel for the full amount of the net revenues from its outsource operation (“Net Revenues”).  From this amount, HOMI Israel shall receive (a) the cost of goods to be sold in the minibars; (b) labor costs; (c) a maintenance fee of $0.06 per minibar per day; (d) a management fee of 8% of Net Revenues (collectively, “Operational Payments”).  As long as Net Revenues less Operational Payments (“Operating Cashflow”) exceed $17,625 for a particular quarter, such Operating Cashflow shall be divided between HOMI Israel (40%) and Globetrip Ltd. (60%); however, if the quarterly Operating Cashflow is less than $10,575, Globetrip shall be entitled to 100% of the Operating Cashflow.  If the Operating Cashflow for the quarter is between $10,575 and $17,625, Globetrip shall receive $10,575 and HOMI Israel shall receive the balance.  Until such time as the aggregate payments to Globetrip Ltd under the agreement shall total $211,450, division of Operating Cashflow shall be reconciled on an annual basis at the end of each fiscal year. If during the first 8 years of the agreement the Dan Panorama Hotel terminates its outsourcing agreement with HOMI Israel and the minibar system is removed from the hotel, HOMI Israel will, at its own cost, reinstall the minibar system in another hotel with similar revenue earning capacity as the Dan Panorama Hotel within six months.  In the event HOMI Israel does not place the minibar system in another similar hotel within six months of termination of its outsource agreement, HOMI Israel shall transfer title in a similar minibar system owned by HOMI Israel to Globetrip Ltd., instead of the initial minibar system, and the principles of the agreement between HOMI Israel and Globetrip Ltd will apply to the replacement minibar system.
 
On January 28 2010, HOMI entered into two loan agreements with related parties.
 
Pursuant to one loan agreement, Bahry Business & Finance (1994) Ltd, which is a company owned by HOMI’s Chairman, Mr. Avraham Bahry, loaned HOMI 1,125,000 New Israeli Shekels (c. $300,000). The loan is for a period of four years, with quarterly repayments and including two years’ grace on the principal. During the grace period, the lender is entitled to convert the loan into shares of HOMI’s common stock, at a price per share of $0.08 during the first year and $0.12 during the second year. The loan is index linked to Israel’s Consumer Price Index and bears interest at a rate of 6% per annum.
 
Pursuant to a second loan agreement, HOMI’s President, Mr Daniel Cohen, loaned HOMI $100,000. The loan is for a period of four years, with quarterly repayments and including two years’ grace on the principal. During the grace period, the lender is entitled to convert the loan into shares of HOMI’s common stock, at a price per share of $0.08 during the first year and $0.12 during the second year. The loan bears interest at a rate of 8% per annum.
 
HOMI has paid interest on these, above mentioned loans, but not any principal.  According to the terms of these 2010 loan agreements, HOMI was to commence payment of principal at the end of the first quarter of 2012.  On December 15 and 16, 2011, the lenders agreed to HOMI’s request to recycle these two loan agreements into two new loan agreements.  These new loans are each for a period of four years, including two years’ grace on the principal, and with each lender being entitled during such grace period to convert each loan into shares of HOMI’s common stock at $.03 per share or the price per share in a rights offering if HOMI conducts a rights offering prior to full repayment of these loans.
 
On February 18, 2010, HOMI Industries Ltd (“HOMI Industries”), which is a wholly owned subsidiary of HOMI, entered into a loan agreement with Ilan Bahry, Amir Schechtman and Oded Yeoshoua (collectively, “Lender”) pursuant to which Lender loaned HOMI Industries $140,000 for an installation of minibars in the U.S.  Ilan Bahry is the son of Avraham Bahry, the chairman of HOMI’s Board of Directors.
 
Pursuant to this agreement, HOMI INDUSTRIES will make monthly payments to Lender towards repayment of the Loan. These payments will not be in a fixed amount, but will be based on the revenues from an outsource operation HOMI USA, Inc., (“HOMI USA”) has in the Fashion 26 Wyndham Hotel in New York City.   HOMI USA shall invoice the Fashion 26 Wyndham Hotel for the full amount of the net revenues from the outsource operation (“Net Revenues”).  From the sum equal to the Net Revenues, HOMI Industries will deduct (a) the cost of goods to be sold in the minibars; (b) labor costs; (c) a maintenance fee of $0.06 per minibar per day; and (d) a management fee of 8% of Net Revenues (collectively, “Operational Payments”). Until completion of the first 8 years of this loan agreement , on a monthly basis, if Net Revenues, as collected by HOMI USA , exceed Operational Payments by at least $3,500, then the amount of the monthly repayment which HOMI Industries will pay to Lender shall be equal to 60% of all such excess; if Net Revenues from the hotel, as collected by HOMI USA, exceed Operational Payments by more $2,100 but less than $3,500, then the amount of the monthly repayment which HOMI Industries will pay to Lender shall be exactly $2,100.  If Net Revenues from the hotel exceed Operational Payments by less than $2,100, then the amount of the monthly repayment which HOMI Industries will pay to Lender shall be a sum equal to 100% of all such excess; and if Net Revenues from the hotel, as collected by HOMI USA, do not exceed Operational Payments, then no Monthly Repayment will be made to Lender for that month.   
 
 
49

 
After eight years, each monthly payment will be in an amount equal to 60% of the sum, if any, by which Net Revenues, as collected by HOMI USA, exceeded Operational Payments, for that month.
 
On June 14, 2010, HOMI Industries entered into a second loan agreement with Ilan Bahry, Amir Schechtman and Oded Yeoshoua , pursuant to which HOMI Industries received a loan equivalent to 671 NIS representing $ 173,000 received in June 2010, for the installation of 363 HOMI ® 330 minibars in a hotel in Israel. As security and collateral for repayment of this loan, HOMI Industries will cause its affiliate, HOMI Israel, LTD. which is also a wholly owned subsidiary of HOMI, to encumber in the lender’s favor computerized minibar systems, including 363 HOMI® computerized minibars, a central unit and a license to HOMI® software, which HOMI’s affiliate installed in September 2010 at the Royal Beach Hotel in Eilat, Israel and operates for that hotel under an outsource operation agreement which HOMI’s affiliate signed with that hotel.
 
On October 26, 2011, HOMI Industries entered into a loan agreement with Ilan Bahry, Amir Schechtman and Oded Yeoshoua pursuant to which HOMI Industries received a loan of $108,000 in accordance with the new business model whereby HOMI sells or receives loans against HOMI minibars, installed or to be installed in various hotels, and HOMI continues to manage and operate these minibars in return for a management fee and profit sharing arrangements.
 
As security and collateral for repayment of this loan, HOMI Industries agreed to encumber in lender’s favor a computerized minibar systems, including 270 HOMI® computerized minibars, 19 HOMI® External Dry Sections, a central unit and a license to HOMI® software, which HOMI Israel Ltd has installed at the Leonardo Plaza Hotel, located in Jerusalem, Israel and which HOMI Israel will operate for that hotel under an outsource operation agreement which HOMI Israel signed with the hotel.  Loan repayments will be computed on the basis of outsource operation revenues net of operational payments, allocated amongst the parties in accordance with the terms detailed in the loan agreement.
 
On December 16-20, 2011, HOMI entered into three additional loans with related parties, as follows:  Daniel Cohen, HOMI’s president - $48,000; Jacob Ronnel, HOMI’s CEO - $20,000; Ariel Almog, CEO of HOMI’s US subsidiary - $12,000.  Each loan is for a period of four years, including two years’ grace on the principal, and with each lender being entitled during such grace period to convert each loan into shares of HOMI’s common stock at $.03 per share or the price per share in a rights offering if HOMI conducts a rights offering prior to full repayment of these loans.  These loans are all in US Dollars and bear 8% annual interest,
 
On January 8, 2012, Hotel Outsource Management International, Inc. (“HOMI”) entered into a new loan agreement with Bahry Business & Finance (1994) Ltd., which is a company controlled by Avraham Bahry, chairman of HOMI’s board of directors. Pursuant to such loan agreement, Bahry Business & Finance (1994) Ltd. loaned to HOMI the sum of NIS 850,000 (c. $220,000).  The loan is in Israeli Shekels and is linked to Israel’s CPI and bears 6% annual interest.  The loan is for a period of four years, including two years’ grace on the principal, and the lender is entitled during such grace period to convert the loan into shares of HOMI’s common stock at $.03 per share or the price per share in a rights offering if HOMI conducts a rights offering prior to full repayment of the loan.
 
On March 11, 2012, HOMI Industries Ltd, a wholly owned subsidiary of HOMI, entered into a loan agreement with Globetrip Ltd., a company of which Daniel Cohen, HOMI’s President, owns 45.45%.  Pursuant to this agreement, Globetrip agreed to loan to HOMI Industries the sum of $90,000. The agreement was dated February 7, 2012, but the signing process was not completed until March 11, 2012.
  
As security and collateral for repayment of this loan, HOMI Industries agreed to encumber in lender’s favor a computerized minibar systems, including 192 used HOMI® 330/336 computerized minibars, 96 used Bartech™ computerized minibars, a central unit and a license to HOMI® software, of which the 96 Bartech™ Units are already installed and operational at the Carlton Tel-Aviv Hotel and the 192 HOMI® Units are scheduled to be installed at such hotel between May and September 2012, and which HOMI Israel Ltd has undertaken to operate under an outsource operation agreement which was signed and entered into as of Feb. 2, 2012.    Loan repayments will be computed on the basis of outsource operation revenues net of operational payments, allocated amongst the parties in accordance with the terms detailed in the loan agreement.
 
Loans repayments for these related party loans will be computed on the basis of revenues net of operational payments, allocated amongst the parties, in accordance with the terms detailed in the loans agreements.
 
During the years ended December 31, 2011, HOMI incurred various related party expenses for the following:
 
Description
 
2011
Directors’ fees and liability insurance
$
 38,869
Consulting fees
$
  531,128
Interest Payments
$
  67,324
Totals
$
    637,321
 

 
50 

 

Director Independence
 
Our current Board members consist of Daniel Cohen, Avraham Bahry, Jacob Ronnel, Ariel Almog, Yoav Ronen, and Kalman Huber. The Board has determined that Messrs. Ronen and Huber are independent applying the definition of independence under the listing standards of the American Stock Exchange. Messrs. Cohen, Bahry, Ronnel and Almog are not independent.

ITEM 14:
  PRINCIPAL ACCOUNTANT FEES AND SERVICES.
 
Audit Fees
 
The aggregate fees billed for the year ended December 31, 2011 for professional services rendered by Barzily & Company for the audit of the December 31, 2010 and 2011 financial statements approximated $ $ 83,000 and $72,000, respectively.
 
All services provided by independent accountants were approved by the audit committee of HOMI. Other than income tax preparation, Barzily and Company does not provide any non-audit services to the Company.
 
Audit Related Fees
 
In 2010 and 2011, we paid $ 29,000 and $11,000 respectively, for assurance and related services reasonably related to the performance of the audit.
 
Tax Fees
 
In 2010 and 2011 we paid, $0 for professional services rendered for tax compliance, tax advice and tax planning.
 
All Other Fees
 
In 2010 and 2011, we paid $29,000 and $11,000, respectively, for other products and services.
 
Audit Committee Pre-Approval Policies and Procedures
 
The Audit Committee is directly and solely responsible for oversight, engagement and termination of any independent auditor employed by the company for the purpose of preparing or issuing an audit report or related work.
 
The Committee discusses the planning and staffing of the audit and approves in advance the engagement of the independent auditor for all audit services and non-audit services and approve the fees and other terms of any such engagement and obtains periodically from the independent auditor communications of various matters required to be discussed by various Statements on Auditing Standards, Sarbanes Oxley and other standards. The communications include a description of all relationships between the auditor and the Company that may impact auditor objectivity and independence.
 
 
 
 

 
51 

 

PART IV
 
ITEM 15:
EXHIBITS AND FINANCIAL STATEMENT SCHEDULES (a) (3)
 
(a)
Exhibits required by Item 601 of Regulation S-K
 
2.1
Acquisition Agreement between Benjamin Acquisitions, Inc. and Bartech Mediterranean International, Ltd. (1)   (2)
3.1
Certificate of Incorporation (1)  (2)
3.1A
Certificate of Amendment to Certificate of Incorporation (1)  (2)
3.2
By-Laws (1)  (2)
10.1
HOMI Israel-BSI Agreement for Israel, Jordan and Turkey (1)  (3)
10.2
HOMI Israel-BSI Agreement for South Africa (1)  (3)
10.3
HOS-BSI Stock Purchase Agreement (1) (3)
10.4
HOS-BSI Stockholders' Agreement (1)  (3)
10.5
HOS-BSI Option (1)  (3)
10.6
HOS Purchase Option Agreement (1)  (3)
10.7
Bank Leumi Credit Agreement (1)  (3)
10.8
Bank Leumi Promissory Note (1)  (3)
10.9
Bank Leumi Security Agreement (1)  (3)
10.10
Assignment by HOMI Israel to Protel Bilgisayar Limited Sirketi (1)  (3)
10.11
Agreement between HOMI Israel and Intercontinental Hotels Corporation (1)  (4)
10.12
Strategic Alliance between Bartech E.M.E.A SARL and HOMI (1)  (6)
10.13
Consulting Agreement between HOMI Israel and Muscum Holding Corp. (1)  (5)
10.14
Employment Agreement between HOS and Ariel Almog (1)  (5)
10.15
Employment Agreement between HOS and Jacob Ronnel (1)  (5)
10.16
Agreement with Rodia Mihali (1)  (6)
10.17
Loan Agreement by and between HOMI and Jacky Ronnel dated December 1, 2003 (1) (7)
10.18
Loan Agreement by and between HOMI and Ariel Almog dated December 1, 2003 (1) (7)
10.19
Loan Agreement by and between HOMI and Avraham Bahry and Rodia Mihali dated March 1, 2003 (1) (7)
10.20
Financing Agreement between HOMI and Solog Mifalelei Srigah Ltd. dated February 28, 2005 (1)(9)
10.21
Financing Agreement between HOMI and Solog Mifalelei Srigah Ltd., as amended on May 17, 2005 (1)(10)
10.22
Loan Agreement by and between HOMI and Avraham Bahry and Rodia Mihali dated November 2004.
10.23
Loan Agreement between HOMI and Daniel Cohen and Avraham Bahry dated November 11, 2008 (1)(11)
10.24
Loan Agreement between HOMI and Jacob Ronnel and Aryeh Reif dated December 8, 2008 (1)(12)
10.25
Employment Agreement between HOMI Israel and Jacob Ronnel(13)
10.26
Employment Agreement between HOMI Israel and Daniel Cohen (14)
10.27
Loan Agreement between HOMI and Daniel Cohen dated April 17, 2009 (15)
10.28
Loan Agreement between HOMI and Avraham Bahry dated May 12, 2009 (16)
10.29
Loan Agreement between HOMI and Jacob Ronnel, Ariel Almog and William and Pai-wen Buckley dated June 23, 2009 (17)
10.30
Agreement between HOMI and subsidiaries dated June 30, 2009 (18)
10.31
Agreement between HOMI Israel and Globetrip Ltd. dated July 20, 2009 (19)
10.32
Agreements between HOMI and Avraham Bahry, and HOMI and Daniel Cohen dated August 3, 2009 (20)
10.33
Agreement between HOMI and Dry Tongues Ltd dated October 12, 2009 (21)
10.34
Loan Agreements between HOMI Industries Ltd. And Moise Laurent Elkrief and Sonia Elkrief dated November 12, 2009 (22)
10.35
Loan Agreements between HOMI Israel and Bahry Business & Finance (1994) Ltd, and HOMI and Daniel Cohen dated January 28, 2010 (23)
10.36
Loan Agreement between HOMI Israel and Ilan Bahry, Amir Schechtman and Oded Yeoshoua dated February 24, 2010 (24)
14.0
Code of Ethics (8)
21.0
Subsidiaries (3)
31.1
Certification of Jacob Ronnel pursuant to Rule 13q-14(a) of the Securities Exchange Act of 1934
32.1
Certification required by Rule 13a-14(b) under the Securities Exchange Act of 1934 and Section 1350 of Chapter 63 of Title 18 of the United States Code (18 U.S.C. 1350)
 
 
52

 
 
 
(1)
Incorporated by reference.
 
 
(2)
Incorporated by reference from initial filing of registration statement on Form SB-2 filed July 7, 2002.
 
 
(3)
Incorporated by reference from Amendment No. 1 to registration statement on Form SB-2 filed October 15, 2002.
 
 
(4)
Incorporated by reference from Amendment No. 2 to registration statement on Form SB-2 filed January 21, 2003.
 
 
(5)
Incorporated by reference from Amendment No. 3 to registration statement on Form SB-2 filed July 3, 2003.
 
 
(6)
Incorporated by reference from Amendment No. 4 to registration statement on Form SB-2 filed August 6, 2003.
 
 
(7)
Incorporated by reference from Form 8-K filed April 8, 2004.
 
 
(8)
Incorporated by reference from Form 10-KSB filed on April 16, 2004.
 
 
(9)
Incorporated by reference from Form 8-k filed March 1, 2005
 
 
(10)
Incorporated by reference from Form 8-k filed May 19, 2005
     
 
(11)
Incorporated by reference from Form 8-K filed November 12, 2008.
     
 
(12)
Incorporated by reference from Form 8-K filed December 12, 2008
     
 
(13)
Incorporated by reference from Form 8-K filed January 28, 2009
     
 
(14)
Incorporated by reference from Form 8-K filed February 5, 2009
     
 
(15)
Incorporated by reference from Form 8-K filed April 21, 2009
     
 
(16)
Incorporated by reference from Form 8-K filed May 15, 2009
     
 
(17)
Incorporated by reference from Form 8-K filed June 25, 2009
     
 
(18)
Incorporated by reference from Form 8-K filed June 7, 2009
     
 
(19)
Incorporated by reference from Form 8-K filed July 29, 2009
     
 
(20)
Incorporated by reference from Form 8-K filed August 7, 2009
     
 
(21)
Incorporated by reference from Form 8-K filed October 14, 2009
     
 
(22)
Incorporated by reference from Form 8-K filed November 17, 2009
     
 
(23)
Incorporated by reference from Form 8-K filed February 2, 2010
     
 
(24)
Incorporated by reference from Form 8-K filed February 26, 2010
     
 
 
 
 
53 

 
 
SIGNATURES
 
 
In accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereto duly authorized.
 
 
HOTEL OUTSOURCE MANAGEMENT INTERNATIONAL, INC.
     
Dated:  March 28, 2012
By:
 /S/ Daniel Cohen
   
Daniel Cohen, President
     
     
 
In accordance with the requirements of the Exchange Act, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated:
 
 
   /S/ Daniel Cohen    /S/ Jacob Ronnel
 
Daniel Cohen, President, Principal Executive Officer, Director
 
Jacob Ronnel, Chief Executive Officer, Chief Financial Officer, Principal Accounting Officer, Director
Dated:
March 28, 2012 
Dated:
March 28, 2012 
       
   /s/ Ariel Almog    /s/ Avraham Bahry
 
Ariel Almog, Director
 
Avraham Bahry, Director
Dated:
March 28, 2012 
Dated:
March 28, 2012 
       
       
 
Jacob Faigenbaum, Director
 
Kalman Huber, Director
Dated:
 
Dated:
 
       
       
 
Yoav Ronen, Director
   
Dated: