-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, BUeXi4R2G/A0kW2Dk3u5P3+KKsTz4V0s4C0PvBZ4dzumzv0ZDiAMoUf6kW5I2qRG ycYWZG4xEMhHjI3z8KZTdA== /in/edgar/work/20000815/0000028365-00-000008/0000028365-00-000008.txt : 20000922 0000028365-00-000008.hdr.sgml : 20000921 ACCESSION NUMBER: 0000028365-00-000008 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20000814 ITEM INFORMATION: FILED AS OF DATE: 20000815 FILER: COMPANY DATA: COMPANY CONFORMED NAME: DETECTION SYSTEMS INC CENTRAL INDEX KEY: 0000028365 STANDARD INDUSTRIAL CLASSIFICATION: [3669 ] IRS NUMBER: 160958589 STATE OF INCORPORATION: NY FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 000-08125 FILM NUMBER: 702490 BUSINESS ADDRESS: STREET 1: 130 PERINTON PKWY CITY: FAIRPORT STATE: NY ZIP: 14450 BUSINESS PHONE: 7162234060 MAIL ADDRESS: STREET 1: 130 PERINTON PARKWAY CITY: FAIRPORT STATE: NY ZIP: 14450 8-K 1 0001.txt CURRENT REPORT SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 ______________ FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 ______________ Date of Report: August 14, 2000 (Date of earliest event reported) DETECTION SYSTEMS, INC. (Exact Name of Registrant as Specified in Charter) New York State 0-8125 27-069690 (State or Other Jurisdiction (Commission (IRS Employer of Incorporation) File Number) Identification No.) 130 Perinton Parkway, Fairport, New York 14450 (Address of Principal Executive Offices) (716) 223-4060 (Registrant's telephone number, including area code) Item 5. Other Events. On August 14, 2000, the registrant disseminated a press release announcing its Fiscal 2001 first quarter earnings. A copy of the press release is filed herewith as Exhibit 99. EXHIBITS 99 Fiscal 2001 First Quarter Earnings Press Release SIGNATURES Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. DETECTION SYSTEMS, INC. By: /s/ Frank J. Ryan Frank J. Ryan Vice President, Secretary, and Treasurer Dated: August 15, 2000 EX-99 2 0002.txt NEWS RELEASE DETECTION SYSTEMS, INC. 130 Perinton Parkway, Fairport, NY 14450 FOR IMMEDIATE RELEASE August 14, 2000 DETECTION SYSTEMS REPORTS RESULTS FOR THE FIRST QUARTER OF FISCAL 2001 Fairport, N.Y.-- Detection Systems, Inc., (Nasdaq: DETC) today reported results for its fiscal 2001 first quarter, which ended June 30, 2000. Net sales for fiscal 2001's first quarter were $33.8 million, as compared to $34.8 million for fiscal 2000. Net income for the quarter was $678,000, or $0.10 per diluted share, compared to $1.4 million, or $0.21 per diluted share a year ago. Excluding the impact of foreign currency losses, net income for the first quarter was $876,000, or $0.13 per diluted share. Gross margin reached 42.4% during the quarter as compared to 39.7% last year. The increase in gross margin reflects the continued effect of manufacturing efficiency gains. Operating income for the quarter was $1.7 million compared to $2.5 million a year ago. Operating income was impacted by an increase in research and development costs for new technology and expenses related to the recent opening of distribution offices in Argentina and Spain. Operating expenses also increased from the addition of Caetec S.r.l., the Company's Italian-based fire control technology subsidiary, which was acquired in the second quarter of fiscal 2000. As part of its continuing share repurchase program, Detection Systems purchased $530,000 of its common stock during the first quarter. The Company has repurchased $1.3 million, or 142,500 shares, of its common stock since the program's inception in August 1999. Despite a significant devaluation of foreign currencies, international sales were consistent with the prior year. Sales in the Asia-Pacific market were $5.6 million compared to $5.7 million last year. European operations reported quarterly sales of $8.0 million compared to $7.9 million last year. Sales in the North American market were $20.2 million for the first quarter compared to $21.2 million a year ago. Karl Kostusiak, Chairman and CEO of Detection Systems, commented, "While this quarter had its challenges, our long-term outlook has never been stronger. Our gross margin continued to improve, reflecting the many efficiencies we have made in our manufacturing processes. Our quarterly results were affected by a planned increase in research and development and higher market development costs. We firmly believe that these investments are necessary to maintain our technology leadership position and are integral to our long-term growth strategy. "Although we will continue to monitor the effects of industry consolidation on our revenues during the next few quarters, we believe that it will ultimately work in our favor. Many companies in the trade have expressed to us their concern about being too dependent on a single vendor and their desire to diversify their supply sources. Consequently, they are increasingly turning to us. We believe that we are uniquely positioned to capitalize on this opportunity because of our technology leadership, broad product offerings, reputation for quality, and international distribution capabilities." Mr. Kostusiak continued, "Our enthusiastic outlook is supported by recent commitments from ADT Security Services (a unit of Tyco International Ltd.), SecurityLink (a unit of SBC Communications, Inc.) and Motorola, to add our leading technologies to their product offerings. ADT will be adding our new NetCom technology and our Security Escort(R) system to their product offerings for certain applications. In connection with this, Security Escort's capabilities will be further enhanced for use in assisted living facility applications. SecurityLink has added NetCom, Security Escort and our line of fire control and communication equipment to the many products they currently purchase from us. Motorola has added our Security Escort system for use in their Caribbean region. These technologies are also available through many other dealers, including AFA Protection, Checkpoint Security, Diebold, Greater Alarm, Honeywell, Simplex, Vector Security, and members of Security Network of America. "Regarding our new product initiatives, NetCom, which provides the capability for signaling, monitoring, and programming functions over local-area and wide-area networks, or the Internet, continues to generate tremendous interest in the marketplace," said Mr. Kostusiak. "We have a number of nationally recognized retailers and financial institutions that are evaluating this product for installation by our dealers. This offers significant sales growth opportunities over the next several years. Our other initiatives, such as in-building wireless systems, closed circuit television products, commercial fire products, and our new, intelligent detectors, are also progressing well. The promise shown through these new products is not limited to the U.S. market. We see similar potential with major companies in international markets. These opportunities give us added confidence in our long-term growth prospects," concluded Mr. Kostusiak. The Company also announced that it has retained the investment banking firm of FleetBoston Robertson Stephens to explore a wide range of strategic alternatives designed to enhance shareholder value. Detection Systems is a leading supplier of equipment to the electronic protection industry, with facilities in New York, California, Argentina, Australia, Belgium, China, France, Hong Kong, Hungary, Italy, New Zealand, Norway, Spain, Sweden and the United Kingdom. The Company designs, manufactures and markets electronic detection, control and communication equipment for security, fire protection, access control, and closed circuit television applications. FINANCIAL RESULTS - ----------------------------------------------------------------- SUMMARY CONSOLIDATED FINANCIAL DATA - ----------------------------------------------------------------- - ----------------------------------------------------------------- (in thousands, except per share data) - ----------------------------------------------------------------- Three Months Ended June 30, (unaudited) 2000 1999 -------------------- Net sales $ 33,842 $ 34,766 Costs and expenses Production 19,507 20,964 Research and development 2,800 2,293 Marketing, admin. & general 9,851 9,059 -------- -------- Operating income 1,684 2,450 Net interest expense (271) (220) Foreign exchange gain (loss) (318) 8 Other income (expense) (5) 32 -------- -------- Income before taxes 1,090 2,270 Provision for taxes 412 849 ======== ======== Net income $ 678 $ 1,421 ======== ======== Earnings per share Basic $ 0.11 $ 0.22 Diluted $ 0.10 $ 0.21 Weighted average shares outstanding (basic) 6,369 6,336 Weighted average shares outstanding (diluted) 6,778 6,818 - ---------------------------------------------------------------- SELECTED BALANCE SHEET DATA (in thousands) - ---------------------------------------------------------------- (unaudited) 6/30/00 3/31/00 ---------- ---------- Assets Cash and cash equivalents $ 3,254 $ 7,799 Accounts receivable, net 23,032 22,505 Inventories, net 37,014 32,594 Other current assets 5,233 5,822 ---------- ---------- Total current assets 68,533 68,720 Total assets $ 95,442 $ 95,618 ========== ========== Current liabilities 17,949 17,591 Long-term debt 16,074 16,583 Total liabilities 36,917 37,154 Shareholders' equity 58,525 58,464 Total liabilities and $ 95,442 $ 95,618 shareholders' equity ========== ========== for additional information, contact: DETECTION SYSTEMS, INC. Investor Relations Counsel: Frank J. Ryan, Vice President - OR - SM Berger & Company Christopher P. Gerace, Vice President Steve Warcholak (716) 223-4060 Website: www.dsworld.com (216) 464-6400 - ---------------------------------------------------------------------------- This release contains forward-looking information which involves expressions of management's current expectations. All forward-looking information is subject to various risks and uncertainties that may be beyond the Company's control and may cause results to differ from management's current expectations. Information concerning factors that could cause actual results to differ materially from management's current expectations are set forth on pages 9 - 13 of the Company's 2000 Annual Report on Form 10-K. - ---------------------------------------------------------------------------- -----END PRIVACY-ENHANCED MESSAGE-----