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 July 2009
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 and 333-127340.
Magal Security Systems Ltd.
6-K Items
1. Press Release re Magal Security Systems Reports Fourth Quarter 2008
and Year-End 2008 Financial Results dated July 13, 2009.
2. Press Release re Magal Security Systems Announces Filing of Annual
Report With the U.S. Securities and Exchange Commission dated July 13,
2009.
ITEM 1
Magal Security Systems Reports Fourth Quarter 2008 and
Year-End 2008 Financial Results
Press Release
Source: Magal Security Systems Ltd
On Monday July 13, 2009, 7:08 am EDT
YAHUD, Israel, July 13 /PRNewswire-FirstCall/ -- Magal Security Systems Ltd.
(NASDAQ GMS: MAGS, TASE: MAGS) today announced its consolidated financial
results for the three and twelve months periods ended December 31, 2008.
Management will hold an investors' conference call later today, at 10am ET Time,
5pm Israel time, to discuss the results.
FOURTH QUARTER 2008 RESULTS
Revenues for the fourth quarter of 2008 totaled US$29.9 million, an increase of
29.1% over the fourth quarter of 2007.
Gross profit for the fourth quarter of 2008 decreased by 22.8% compared with the
fourth quarter of 2007, reaching US$6.4 million, or 21.5% of revenues. Gross
margin for the quarter was negatively impacted by inventory write off of US$ 2.0
million, compared with US$646,000 in 2007 following the cancellation of a
project in Latin America and the write off of certain products and equipment in
the Company's North American R&D and manufacturing activities. Gross margin was
also impacted by the relatively low gross margin generated by the Company's
European system integration subsidiary, consolidated as of September 2007.
Operating loss for the fourth quarter of 2008 was US$21.4 million, compared with
operating income of US$763,000 in the fourth quarter of 2007. The quarterly
operating loss is attributable to the increase in cost of revenues, impairment
of goodwill and other intangible assets amounting to US$12.9 million as well as
one-time post employment and termination benefits expenses of US$2.1 million.
The impairment charges were primarily attributable to the European system
integration subsidiary (acquired in September 2007) and the reduction in the
fair value of our U.S. subsidiary.
Net loss in the fourth quarter of 2008, was US$24.0 million, compared with net
income of US$2.9 million in the fourth quarter of 2007. Loss per share for the
fourth quarter of 2008 was US$2.31, compared with diluted earnings per share of
US$0.28 in the same period last year.
FULL YEAR 2008 RESULTS
Revenues for the year ended December 31, 2008 was US$70.4 million, a 2.8%
decrease compared with the previous year. The decrease is primarily attributable
to the lower revenues generated by our Latin American subsidiary and a reduction
in revenues in the United States.
Gross profit for the year decreased by 26.7% to US$21.2 million, or 30.1% of
revenues, compared with US$28.9 million, or 39.9% of revenues, in 2007. This
decrease is mainly attributable to the afore-mentioned inventory write offs of
US$2.0 million in 2008, the contribution of our European subsidiary as indicated
above, the 12.8% appreciation of the Israeli Shekel ("NIS") during 2008 against
the U.S. dollar which increased the U.S. dollar value of the Company's NIS
denominated expenses as well as a loss provision attributable to two strategic
projects.
Operating loss for 2008 was US$28.6 million, compared with operating income of
US$2.7 million in 2007. The operating loss was primarily attributable to the
one-time impairment of goodwill and other intangible asset charges of US$12.9
million and one-time post employment and termination benefits expenses of US$2.6
million, the majority of which were recorded in the fourth quarter of 2008.
Net loss for 2008 was US$32.6 million compared with net income of US$1.9 million
in 2007. Net Loss per share for the year ended December 31, 2008 was US$3.14,
compared with diluted earnings per share of US$0.18 in the year 2007. Commenting
on the results, Mr. Yaacov Perry, the Chairman of the Board of Directors of the
Company, said: "Magal, a leading international provider of security, safety,
site management and intelligence analysis, has undergone deep refocusing
measures in recent months,. which were undertaken with a view to better equip
the company to continue to grow and expand and meeting the evolving market
demands through its premier portfolio. Looking ahead, Magal is now entering the
next stage of its development, and I wish the incoming CEO, Eitan Livneh, the
best of success in taking the company to the next echelon of growth and
success."
INVESTORS' CONFERENCE CALL INFORMATION:
The Company will host a conference call on July 13, 2009 at 10:00am 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: 03-918-0610
UK Dial-in Number: 0-800-917-5108
International Dial-in Number: +972-3-918-0610
at: 10:00am Eastern Time; 3:00pm UK Time; 5:00pm 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-ssl.com.
About Magal Security Systems Ltd.:
Magal S3i is a leading international solution provider, in the business of
Security, Safety, Site Management and Intelligence analysis. Based on 35 years
of experience and interaction with customers, the company has developed a unique
set of solutions and products optimized for perimeter, outdoor and general
security applications. Magal S3i's turnkey solutions are typically integrated
and managed by single sophisticated modular command and control software,
supported by expert systems for real-time decision support. Magal S3i's broad
portfolio of critical infrastructure and site protection management technologies
includes a variety of smart barriers and fences, fence mounted detectors,
virtual gates, buried and concealed detection systems as well as a sophisticated
protection package for sub-surface intrusion. A world innovator in the
development of CCTV, IVA and motion detection technology for outdoor operation,
Magal S3i has successfully installed customized solutions and products in more
than 75 countries worldwide.
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 December Quarter Ended December
31, 31,
2008 2007 % 2008 2007 %
change change
Revenues 70,355 72,375 (2.8) 29,894 23,155 29.1
Cost of
revenues 49,205 43,510 13.1 23,476 14,837 58.2
Gross profit 21,150 28,865 (26.7) 6,418 8,318 (22.8)
Operating
expenses:
Research and
development,
net 6,195 5,764 7.5 1,418 1,879 (24.5)
Selling and
marketing 17,179 12,930 32.9 6,952 3,399 104.5
General and
administrative 10,888 6,561 66.0 4,378 2,333 87.7
Impairment of
goodwill and
other
intangible
assets 12,887 - 12,887 -
Post
employment and
termination
benefits 2,582 904 185.6 2,144 (56)
Total
operating
expenses 49,731 26,159 90.1 27,779 7,555 267.7
Operating
income (loss) (28,581) 2,706 (21,361) 763
Financial
expenses, net 2,006 2,137 (6.1) 224 710 (68.5)
Income (loss)
from
continuing
operations
before income
taxes (30,587) 569 (21,585) 53
Income tax
(tax benefit) 1,618 373 333.8 2,395 (804)
Net Income
from
continuing
operations (32,205) 196 (23,980) 857
Net Income
(loss) from
discontinued
operations (397) 1,686 (46) 2,022
Net income
(loss) (32,602) 1,882 (24,026) 2,879
Basic net
earnings per
share from
continuing
operations $(3.11) $0.02 $(2.31) $0.08
Basic net
earnings
(loss) per
share from
discontinued
operations $(0.03) $0.16 $(0.00) $0.20
Basic net
earnings
(loss) per
share $(3.14) $0.18 $(2.31) $0.28
Weighted average
number of shares
outstanding used
in computing
basic net
earnings per
share (in
thousands) 10,397 10,395 10,397 10,397
Diluted net
earnings per
share from
continuing
operations $(3.11) $0.02 $(2.31) $0.08
Diluted net loss
per share
from
discontinued
operations $(0.03) $0.16 $(0.00) $0.20
Diluted net
earnings
(loss) per
share $(3.14) $0.18 $(2.31) $0.28
Weighted average
number of
shares
outstanding
used in computing
diluted net
earnings per
share (in
thousands) 10,397 10,431 10,397 10,398
CONDENSED CONSOLIDATED QUARTERLY STATEMENTS
OF INCOME
(All numbers except EPS expressed in thousands of US$)
2008
Mar. Jun. Sept. Dec.
31, 30, 30, 31,
(In thousands
Revenues $13,735 $11,319 $15,407 $29,894
Cost of revenues 8,900 5,897 10,932 23,476
Gross profit 4,835 5,422 4,475 6,418
Operating expenses:
Research and development, net 1,625 1,529 1,623 1,418
Selling and marketing, net 3,142 3,432 3,653 6,952
General and administrative 2,095 2,467 1,948 4,378
Impairment of goodwill and other
intangible assets - - - 12,887
Post employment and termination
benefits 438 - - 2,144
Total operating expenses 7,300 7,428 7,224 27,779
Operating income (loss) (2,465) (2,006) (2,749) (21,361)
Financial expenses, net 984 415 383 224
Income (loss) before income taxes (3,449) (2,421) (3,132) (21,585)
Income taxes (tax benefit) (661) (374) 258 2,395
Income (loss) from continuing
operations (2,788) (2,047) (3,390) (23,980)
Loss from discontinued operations,
net (248) (61) (42) (46)
Net income (loss) (3,036) (2,108) (3,432) (24,026)
Management decided to change the accounting method applied to certain projects
to the completed-contracts method and to revise the results of operations
previously reported for the first three quarters of 2008.
CONDENSED CONSOLIDATED BALANCE SHEETS
(All numbers expressed in thousands of US$)
December 31, December 31,
2008 2007
CURRENT ASSETS:
Cash and cash equivalents $ 16,835 $ 9,205
Marketable securities 1,000 9,464
Short term bank deposits 1,228 11,220
Restricted deposit 3,223 -
Trade receivables 15,800 26,775
Unbilled accounts receivable 5,055 4,053
Other accounts receivable and prepaid expenses 5,214 5,753
Deferred income taxes 714 1,936
Inventories 12,728 23,785
Cost incurred on long term contracts 7,646 -
Total current assets 69,443 92,191
Long term investments and receivables:
Long-term trade receivables 1,839 2,019
Long-term loans 519 808
Long-term bank deposits 1,826 1,846
Escrow deposit 860 4,442
Severance pay fund 2,763 2,765
Total long-term investments and receivables 7,807 11,880
PROPERTY AND EQUIPMENT, NET 8,441 8,429
OTHER ASSETS, NET 2,925 7,803
GOODWILL 1,874 5,610
ASSETS ATRIBUTED TO DISCONTINUED OPERATION 47 244
Total assets $90,537 $126,157
CURRENT LIABILITIES:
Short-term bank credit $ 23,182 $ 16,434
Current maturities of long-term bank debt 813 4,303
Trade payables 13,145 7,344
Customer advances 1,735 11,703
Other accounts payable and accrued expenses 14,189 10,,881
Total current liabilities 53,064 50,665
LONG-TERM LIABILITIES:
Long-term bank debt 2,282 3,095
Deferred income taxes 482 2,097
Accrued severance pay 3,823 3,873
Total long-term liabilities 6,587 9,065
LIABILITIES ATRIBUTED TO DISCONTINUED OPERATION 168 849
SHAREHOLDERS' EQUITY 30,718 65,578
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $90,537 $126,157
For more information:
Magal Security Systems Ltd.
Zev Morgenstern, CFO
Tel: +972-3-539-1444
E-mail: zevm@magal-ssl.com.
Web: http://www.magal-ssl.com
GK Investor Relations
Ehud Helft/Kenny Green
Tel: (US) +1-646-201-9246
Int'l dial: +972-3-607-4717
E-mail: info@gkir.com.
ITEM 2
Magal Security Systems Announces Filing of Annual Report With the U.S.
Securities and Exchange Commission
Press Release
Source: Magal Security Systems Ltd
On Monday July 13, 2009, 9:35 am EDT
YAHUD, Israel, July 13 /PRNewswire-FirstCall/ -- Magal Security Systems Ltd.
(NASDAQ GMS: MAGS, TASE: MAGS), today announced that its annual report on Form
20-F containing audited consolidated financial statements for the year ended
December 31, 2008 has been filed with the U.S. Securities and Exchange
Commission. The annual report is available on the Company's website at
www.magal-ssl.com as well as on the SEC's website on www.sec.gov. Shareholders
may receive a hard copy of the annual report, free of charge, upon request.
About Magal Security Systems Ltd.:
Magal S3i is a leading international solution provider, in the business of
Security, Safety, Site Management and Intelligence analysis. Based on 35 years
of experience and interaction with customers, the company has developed a unique
set of solutions and products optimized for perimeter, outdoor and general
security applications. Magal S3i's turnkey solutions are typically integrated
and managed by single sophisticated modular command and control software,
supported by expert systems for real-time decision support. Magal S3i's broad
portfolio of critical infrastructure and site protection management technologies
includes a variety of smart barriers and fences, fence mounted detectors,
virtual gates, buried and concealed detection systems as well as a sophisticated
protection package for sub-surface intrusion. A world innovator in the
development of CCTV, IVA and motion detection technology for outdoor operation,
Magal S3i has successfully installed customized solutions and products in more
than 75 countries worldwide.
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.
For more information:
Magal Security Systems Ltd.
Zev Morgenstern, CFO
Tel: +972-(3)-539-1444
E-mail: zevm@magal-ssl.com
Web: http://www.magal-ssl.com
GK Investor Relations
Ehud Helft/Kenny Green
Tel: (US) +1-646-201-9246
Int'l dial: +972-3-607-4717
E-mail: info@gkir.com
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/Zeev Morgenstern
-------------------
Zeev Morgensten
Vice President - Finance,
Chief Financial Officer and Secretary
Date: July 14, 2009