-----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, MrGftsok95pqSZQO30+u2QATjU4FCXKOGJNw3otstrzyZD2AJRSiVd/1w8ngQmT6 Y+tbiG2Urj8Ha9GeQoFtBw== 0000910662-10-000158.txt : 20100412 0000910662-10-000158.hdr.sgml : 20100412 20100412111434 ACCESSION NUMBER: 0000910662-10-000158 CONFORMED SUBMISSION TYPE: 6-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20100412 FILED AS OF DATE: 20100412 DATE AS OF CHANGE: 20100412 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MAGAL SECURITY SYSTEMS LTD CENTRAL INDEX KEY: 0000896494 STANDARD INDUSTRIAL CLASSIFICATION: COMMUNICATIONS EQUIPMENT, NEC [3669] IRS NUMBER: 000000000 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 6-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-21388 FILM NUMBER: 10744188 BUSINESS ADDRESS: STREET 1: P O BOX 70 STREET 2: INDUSTRIAL ZONE CITY: YAHUD ISRAEL STATE: L3 ZIP: 5600 MAIL ADDRESS: STREET 1: P.O. BOX 70, STREET 2: INDUSTRIAL ZONE CITY: YAHUD STATE: L3 ZIP: 56100 6-K 1 mags6k.txt SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 F O R M 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of April 2010 MAGAL SECURITY SYSTEMS LTD. (Name of Registrant) P.O. Box 70, Industrial Zone, Yahud 56100 Israel (Address of Principal Executive Office) Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F. Form 20-F [X] Form 40-F [ ] Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): [ ] Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): [ ] Indicate by check mark whether by furnishing the information contained in this Form, the registrant is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934. Yes [ ] No [X] If "Yes" is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): 82- _________ This Report on Form 6-K is incorporated by reference into the Registrant's Form S-8 Registration Statements File Nos. 333-96929, 333-127340 and 333-164696. Magal Security Systems Ltd. EXPLANATORY NOTE The following exhibit is attached: 99.1 Press Release re Magal Security Systems Reports Fourth Quarter 2009 and Year-End 2009 Financial Results dated April 12, 2010. SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. MAGAL SECURITY SYSTEMS LTD. (Registrant) By: /s/Eitan Livneh --------------- Eitan Livneh President and Chief Executive Officer Date: April 12, 2010 EXHIBIT INDEX EXHIBIT NO. DESCRIPTION - ---------- ----------- 99.1 Press Release re Magal Security Systems Reports Fourth Quarter 2009 and Year-End 2009 Financial Results dated April 12, 2010. EX-99.1 2 ex99_1.txt EXHIBIT 99.1 Magal Security Systems Reports Fourth Quarter 2009 and Year-End 2009 Financial Results Press Release Source: Magal Security Systems Ltd On Monday April 12, 2010, 6:00 am EDT YAHUD, Israel, April 12, 2010 /PRNewswire-FirstCall/ -- Magal Security Systems Ltd. (NASDAQ GMS: MAGS, TASE: MAGS) today announced its consolidated financial results for the three and twelve month periods ended December 31, 2009. Management will hold an investors' conference call later today, at 9am ET Time, 4pm Israel time, to discuss the results. In September 2009, Magal's Board of Directors resolved to discontinue the operation of the European integration subsidiary that was, acquired in September 2007. The subsidiary was sold in December 2009. The results for the three and the twelve month periods ended December 31, 2009 and 2008, as well as the capital gain resulting from the sale, were reclassified to disclose the results of that subsidiary as discontinued operations. FOURTH QUARTER 2009 RESULTS Revenues for the fourth quarter of 2009 totaled US$15.0 million, a decrease of 10.1% compared to the fourth quarter of 2008. The revenue decrease is mostly attributable to revenue shortfall in the North and Latin American markets compared with the comparable period in 2008. Gross profit for the fourth quarter of 2009 was US$5.7 million, or 38.3% of revenues, compared to 35.4% of revenues as reported for the fourth quarter of 2008. Gross margin in the quarter increased despite the lower revenue, due to a more favorable mix of products and projects and a more favorable currency exchange rate environment for Magal in 2009 compared with 2008. Gross margin also benefited from the rationalization of costs and consolidation of the North American business into one unit. Operating loss for the fourth quarter of 2009 was US$0.9 million, compared with an operating loss of US$8.3 million for the fourth quarter of 2008. Financing expenses in the three months ended December 31, 2009 amounted to US$0.5 million compared to financing income of US$0.2 million in the fourth quarter of 2008. Income from discontinued operations was US$4.3 million in the fourth quarter of 2009 compared with a loss of US$12.0 million in the same period last year. Net income attributable to Magal's shareholders for the fourth quarter of 2009, was US$2.0 million, compared with a net loss of US$24 million for the fourth quarter of 2008. Net earnings per share in the fourth quarter of 2009 was US$0.19, compared with a net loss per share of US$(2.31) in the same period last year. FULL YEAR 2009 RESULTS Revenues for the year ended December 31, 2009 was US$54.5 million, a 4.5% decrease compared with the previous year. The decrease is primarily attributable to the lower revenues generated by the Company's Canadian subsidiary and a reduction in revenues in the European market. Gross profit for the year increased by 8.4% to US$21.2 million, representing 38.9% of revenues, compared with US$19.5 million, representing 34.2% of revenues in 2008. This increase is mainly attributable to the previously-mentioned more favorable currency exchange rate environment for Magal in 2009 compared with 2008 as well as a more favorable mix of products and projects. Gross margin also benefited from the rationalization of costs and consolidation of the North American business into one unit. Operating loss for 2009 was US$2.7 million, compared with an operating loss of US$14.6 million in 2008. The operating loss in 2009 was primarily attributable to the lower volume of revenues resulting from the global economic crisis in 2009. Net loss attributable to Magal's shareholders for 2009 was US$0.9 million compared with a net loss of US$32.6 million in 2008. Net loss per share for the year ended December 31, 2009 was US$0.08, compared with a net loss per share of US$3.14 in 2008. MANAGEMENT COMMENT Commenting on the results, Mr. Eitan Livneh, President and CEO of Magal, said, "2009 was a turnaround year for Magal. I believe that the changes initiated by the new management team provide a solid foundation for improvements in 2010 and beyond. Over the past year, we have focused on improving every area of the business. This has included making some key management changes, rationalizing all costs, as well as consolidating our North American business into one unit, realizing significant cost savings. The improvement in our margins over the past year, is a clear testament to our success in this regard." "Looking ahead, in 2010 we intend to continue to develop and sell new advanced security sensors, continue to build on our success with Fortis in the Municipal Control and Command field, and improve our capabilities in the Intelligent Video Analytics space. While the past year has seen many changes for Magal, I believe that they were for the better and together with the whole management team at Magal, we remain enthusiastic about Magal's future," concluded Mr. Livneh. INVESTORS' CONFERENCE CALL INFORMATION: The Company will host a conference call on April 12, 2010 at 9am ET. On the call, management will review and discuss the results and will be available to answer investor questions. To participate, please call one of the following teleconferencing numbers. Please begin placing your calls at least 10 minutes before the conference call commences. If you are unable to connect using the toll-free numbers, please try the international dial-in number. US Dial-in Number: 1-888-668-9141 Israel Dial-in Number: 03-918-0609 UK Dial-in Number: 0-800-917-5108 International Dial-in Number: +972-3-918-0609 at 9:00 am Eastern Time; 6:00 am Pacific Time; 2:00pm UK Time; 4:00 pm Israel Time. A replay of the call will be available from the day after the call. The link to the replay will be accessible from Magal's website at: http://www.magal-s3.com. About Magal S3 Magal S3 is a leading international provider of security, safety and site management solutions and products (NASDAQ:MAGS - News). Over the past 40 years, Magal S3 has delivered tailor-made solutions to hundreds of satisfied customers in over 80 countries. Magal S3 offers a broad portfolio of unique products used to protect sensitive installations in some of the world's most demanding locations and harshest climates. This portfolio covers the following three categories: - Perimeter Intrusion Detection Systems (PIDS) - a variety of smart barriers and fences, fence mounted detectors, virtual gates, buried and concealed detection systems - Close Circuit TV (CCTV) - a comprehensive management platform with a leading Intelligent Video Analysis (IVA) and Video Motion Detection (VMD) engine - Physical Security Information Management (PSIM) - a proprietary site management system that enhances command, control and decision making during both routine operations and crisis situations This press release contains forward-looking statements, which are subject to risks and uncertainties. Such statements are based on assumptions and expectations which may not be realized and are inherently subject to risks and uncertainties, many of which cannot be predicted with accuracy and some of which might not even be anticipated. Future events and actual results, financial and otherwise, may differ from the results discussed in the forward-looking statements. A number of these risks and other factors that might cause differences, some of which could be material, along with additional discussion of forward- looking statements, are set forth in the Company's Annual Report on Form 20-F filed with the Securities and Exchange Commission. CONDENSED CONSOLIDATED STATEMENTS OF INCOME (All numbers except EPS expressed in thousands of US$) Year Ended Quarter Ended December 31, December 31, 2009 2008 % 2009 2008 % change change Revenues 54,518 57,105 (4.5) 14,966 16,645 (10.1) Cost of 33,331 37,559 (11.3) 9,230 10,748 (14.1) revenues Gross profit 21,187 19,546 8.4 5,736 5,897 (2.7) Operating expenses: Research and 4,816 5,556 (13.3) 1,361 1,275 6.7 development, net Selling and 10,876 12,953 (16.0) 3,027 3,838 (21.1) marketing General and 8,216 10,243 (19.8) 2,235 4,157 (46.2) administrative Impairment of goodwill and other - 2,772 - 2,772 intangible assets Post employment - 2,582 - 2,144 and termination benefits Total operating 23,908 34,106 (29.9) 6,623 14,186 (53.3) expenses Operating loss (2,721) (14,560) (887) (8,289) Financial 1,568 1,314 19.3 503 (228) expenses, net Income (loss) (4,289) (15,874) (1,390) (8,061) from continuing operations before income taxes Income tax 728 3,066 (76.3) 877 3,988 (78.0) Net Income from (5,017) (18,940) (2,267) (12,049) continuing operations Net Income 4,216 (13,662) 4,313 (11,979) (loss) from discontinued operations Net income (801) (32,602) 2,046 (24,028) (loss) Less: net income attributable to non-controlling interest 54 - 54 - Net income (loss) attributable to Magal Ltd. shareholders (855) (32,602) 1,992 (24,028) Basic net earnings per share from continuing operations $(0.49) $(1.82) $(0.22) $(1.16) Basic net earnings (loss) per share from discontinued operations $ 0.41 $(1.32) $ 0.41 $(1.15) Basic net earnings (loss) per share $(0.08) $(3.14) $ 0.19 $(2.31) Weighted average number of shares outstanding used in computing basic net earnings per share 10,397 10,397 10,397 10,397 Diluted net profit per share from discontinued operations 0.41 - 0.41 - Weighted average number of shares outstanding used in computing diluted net earnings per share 10,398 - 10,400 - MAGAL SECURITY SYSTEMS LTD. FINANCIAL RATIOS Twelve Months Ended Three months Ended Dec. 31, Dec. 31, 2009 2008 2009 2008 % % % % Gross margin 38.9 34.2 38.3 35.4 Research and development, net as a % of revenues 8.8 9.7 9.1 7.7 Selling and marketing as 19.9 22.7 20.2 23.1 a % of revenues General and administrative as a % of revenues 15.1 17.9 14.9 25.0 Special post employment - 4.5 - 12.9 benefit Operating margin (5.0) (25.5) (5.9) (49.8) Net margin before (9.2) (33.2) (15.1) (72.4) discontinued operations Net income (loss) on discontinued operations as a % of revenues 7.7 (23.9) 28.8 (72.0) Net margin after (1.5) (57.1) 13.7 (144.4) discontinued operations CONDENSED CONSOLIDATED BALANCE SHEETS (All numbers expressed in thousands of US$) December December 31, 31, 2009 2008 CURRENT ASSETS: Cash and cash equivalents $ 11,869 $ 16,835 Marketable securities 1,000 Short term bank deposits 1,807 1,228 Restricted deposit 3,223 Trade receivables 12,328 15,800 Unbilled accounts receivable 5,892 5,055 Other accounts receivable and prepaid 1,416 4,607 expenses Deferred income taxes 272 1,321 Inventories 10,912 12,728 Cost incurred on long term contracts 7,646 Total current assets 44,496 69,443 Long term investments and receivables: Long-term trade receivables 1,753 1,839 Long-term loan 200 519 Long-term deposits 40 1,826 Escrow deposit 860 Severance pay fund 2,476 2,763 Total long-term investments and 4,469 7,807 receivables PROPERTY AND EQUIPMENT, NET 9,178 8,441 OTHER ASSETS, NET 269 2,925 GOODWILL 2,053 1,874 ASSETS ATTRIBUTABLE TO DISCONTINUED 28 47 OPERATIONS Total assets $60,493 $90,537 CURRENT LIABILITIES: Short-term bank credit $ 8,234 $ 23,182 Current maturities of long-term bank debt 1,824 813 Trade payables 4,018 13,145 Other accounts payable and accrued 9,918 15,924 Expenses Total current liabilities 23,994 53,064 LONG-TERM LIABILITIES: Long-term bank debt 548 2,282 Deferred income taxes 35 482 Accrued severance pay 3,562 3,823 Total long-term liabilities 4,145 6,587 LIABILITIES ATTRIBUTABLE TO DISCONTINUED 45 168 OPERATIONS SHAREHOLDERS' EQUITY 32,309 0,718 TOTAL LIABILITIES AND SHAREHOLDERS' $60,493 90,537 EQUITY Total bank debt to total 0.33 0.86 capitalization Current ratio 1.85 1.31 For more information: Magal Security Systems Ltd. Ilan Ovadia, CFO Tel: +972-(3)-539-1444 E-mail: ilano@magal-s3.com Web: http://www.magal-s3.com CCG Investor Relations Ehud Helft/Kenny Green Tel: (US) +1-646-201-9246 Int'l dial: +972-3-607-4717 E-mail: magal@ccgisrael.com -----END PRIVACY-ENHANCED MESSAGE-----