0001178913-20-002395.txt : 20200813 0001178913-20-002395.hdr.sgml : 20200813 20200813144657 ACCESSION NUMBER: 0001178913-20-002395 CONFORMED SUBMISSION TYPE: 6-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20200813 FILED AS OF DATE: 20200813 DATE AS OF CHANGE: 20200813 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MAGAL SECURITY SYSTEMS LTD CENTRAL INDEX KEY: 0000896494 STANDARD INDUSTRIAL CLASSIFICATION: COMMUNICATIONS EQUIPMENT, NEC [3669] IRS NUMBER: 000000000 STATE OF INCORPORATION: L3 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 6-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-21388 FILM NUMBER: 201098864 BUSINESS ADDRESS: STREET 1: P O BOX 70 STREET 2: INDUSTRIAL ZONE CITY: YAHUD ISRAEL STATE: L3 ZIP: 5600 BUSINESS PHONE: 972-3-5391444 MAIL ADDRESS: STREET 1: P.O. BOX 70, STREET 2: INDUSTRIAL ZONE CITY: YAHUD STATE: L3 ZIP: 56100 6-K 1 zk2024817.htm 6-K


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 August 2020

MAGAL SECURITY SYSTEMS LTD.
(Name of Registrant)

P.O. Box 70, Industrial Zone, Yahud 5610001 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 ☒       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

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 F-3 Registration Statement File No. 333-217063 and Form S-8 Registration Statements File Nos. 333-127340, 333-164696, 333-174127 and 333-190469.


Magal Security Systems Ltd.

EXPLANATORY NOTE

The following exhibit is attached:

99.1
Press Release: Magal Security Systems Ltd. Reports Second Quarter 2020 Financial Results dated August 13, 2020.



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/ Doron Kerbel
 
       Doron Kerbel
 
       V.P. General Counsel & Company Secretary

Date:  August 13, 2020


EXHIBIT INDEX

EXHIBIT NO.
DESCRIPTION
   


EX-99.1 2 exhibit_99-1.htm EXHIBIT 99.1

Exhibit 99.1
 
Magal Security Systems Ltd. Reports
Second Quarter 2020 Financial Results
 
YEHUD, ISRAEL, August 13, 2020 -- Magal Security Systems, Ltd. (NASDAQ: MAGS) today announced its financial results for the three and six months ended June 30, 2020. Management will hold a conference call later today (at 10 a.m. Eastern Time) to discuss the results.

Second Quarter 2020 Results Summary (all comparisons are to the second quarter of 2019)
 
Revenue of $16.4 million compared to $19.7 million
Gross margin 44.2% compared to 42.6%
Operating income of $0.8 million compared to $0.2 million
Net income attributable to Magal’s shareholders of $0.2 million compared to a net loss of ($0.2) million
EBITDA of $1.3 million, or EBITDA margin of 7.8% compared to $0.7 million, or EBITDA margin of 3.6%
$56.4 million, or $2.44 per share, of cash and cash equivalents, short-term deposits and restricted cash and deposits, net of short-term credit, compared to $52.2 million, or $2.26 per share
Mr. Dror Sharon, Chief Executive Officer of Magal, commented, “During this time of economic uncertainty we are achieving our strategic goals while managing our costs and maintaining profitability. COVID-19 impacted revenue and new order bookings in the second quarter by limiting travel and face-to-face meetings with prospects and existing clients, crucial for closing new business. Moreover, COVID-19 limitations delayed delivery of orders and execution of some of our projects. Our diversified offering, serving numerous vertical markets in various geographies, has offset the economic disruption in our target verticals of Oil and Gas, Logistics, and Corrections. Despite the COVID-19 impact on the top line this quarter, Magal delivered positive net income and grew EBITDA by 78% on a revenue decrease of 17%. We improved our margin mix by increasing sales of higher-margin Senstar products in the second quarter, which lifted gross margin by almost 20 basis points. Furthermore, our operating income improved due to effective cost controls and lower sales and marketing expenses. We continue to invest in R&D and recently launched Safe Spaces, a new solution that was developed during the second quarter to address the unique public safety and enforcement needs arising from the spread of COVID-19. Magal’s strong balance sheet provides a sound platform to execute our long-term strategy to grow revenue, improve profitability and close new M&A opportunities.”


Second Quarter 2020 Results
 
Revenue was $16.4 million compared with revenue of $19.7 million in the second quarter of 2019. Revenue from Magal’s Integrated Solutions division (projects) represented approximately 53% of total revenue, while external revenue from the Senstar Products division represented approximately 47% of total revenue. The decline in revenue was primarily due to the impact of COVID-19 on projects execution and delivery, as well as a slowdown in product and software orders in certain territories. Revenues, not including inter-company revenues, from Magal’s Integrated Solutions (projects) division and Senstar Products division decreased by 26% and 4%, respectively, compared to the second quarter of 2019.
 
Gross profit was $7.2 million, or 44.2% of revenue in the second quarter of 2020 compared with gross profit of $8.4 million, or 42.6% of revenue, in the in the year-ago period. The increase in gross margin in the quarter was driven by Senstar product sales with a product mix favoring higher margin IP-based products and services, partially offset by an impact of the reduction in Magal Integrated Solutions division revenue and gross profitability.
 
Operating expense decreased 21.5% to $6.4 million in the second quarter of 2020 compared to $8.2 million in the prior-year period. The decline in operating expense was primarily due to deferred new hiring, reduction in travel expenses and lower expenses related to sales and marketing, as well as to cost efficiency measures taken in the quarter.
 
Operating income was $0.8 million in the second quarter of 2020 compared to $0.2 million in the in the year-ago period.
 
Financial loss, which is a non-cash expense, as a result of the end of period valuation of monetary assets and liabilities, was $0.5 million in the second quarter of 2020 compared to a financial loss of $0.4 million in the year-ago period.
 
Net income attributable to Magal shareholders was $0.2 million, or $0.01 per share, compared with a net loss of $(0.2) million, or $(0.01) per share in the second quarter of 2019.
 
EBITDA for the second quarter was $1.3 million compared with $0.7 million in the second quarter of 2019.
 
Cash and cash equivalents, short term deposits and restricted cash and deposits, net of short-term credit as of June 30, 2020, was $56.4 million, or $2.44 per share, compared with cash and short-term deposits of $51.6 million, or $2.23 per share, at December 31, 2019.
 
Investors’ Conference Call Information:
The Company will host a conference call later today, August 13, 2020. The call will begin promptly at: 10:00 am Eastern Time; 5:00 pm Israel Time; 3:00 pm UK Time.

To participate, please call one of the following teleconferencing numbers:
US: 1-877-407-9716
Israel: 1-809-406-247
UK: 0-800-756-3429
International: 1-201-493-6779
A replay of the call will be available on the Company’s website for three months from the day after the call. The link to the replay will be accessible at www.magalsecurity.com. The replay pin number is 13706111.

About Magal Security Systems Ltd.
 
Magal is a leading international provider of physical and video security solutions and products, as well as site management. Since 1969, Magal has delivered its products as well as tailor-made security solutions and turnkey projects to hundreds of satisfied customers in over 100 countries – under the most challenging conditions.

Magal offers comprehensive integrated solutions for critical sites, managed by Fortis4G – our 4th generation, cutting-edge physical security information management system (PSIM). The solutions leverage our broad portfolio of home-grown solutions including, PIDS (Perimeter Intrusion Detection Systems) and Symphony, our advanced VMS (Video Management Software) with native IVA (Intelligent Video Analytics) security solutions.

Forward Looking Statements
 
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. In addition, there is uncertainty about the impact of the spread of the COVID19 virus and its effect on the Company’s operations, the demand for Company’s products, global supply chains and economic activity in general.
 
For more information:
 
Magal Security Systems Ltd.
Diane Hill, Assistant to the CEO
Tel: +972-3-539-1421
E-mail: dianeh@magal-s3.com
Web:  www.magalsecurity.com
IR Contact:
Brett Maas
Managing Partner
Hayden IR
+1 646-536-7331
Brett@HaydenIR.com

* Tables to follow *


MAGAL SECURITY SYSTEMS LTD.
 UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(All numbers except EPS expressed in thousands of US$)

   
Three Months
Ended June 30,
         
Six Months
Ended June 30,
       
   
2020
   
2019
   
% change
   
2020
   
2019
   
% change
 
Revenue
   
16,367
     
19,697
     
(17)

   
33,810
     
40,887
     
(17)

Cost of revenue
   
9,137
     
11,305
     
(19)

   
18,587
     
23,524
     
(21)

                                                 
Gross profit
   
7,230
     
8,392
     
(14)

   
15,223
     
17,363
     
(12)

Operating expenses:
                                               
   Research and development, net
   
1,316
     
1,694
     
(22)

   
2,933
     
3,548
     
(17)

   Selling and marketing
   
2,855
     
4,238
     
(33)

   
6,838
     
8,508
     
(20)

   General and administrative
   
2,263
     
2,265
     
(0)

   
4,419
     
4,641
     
(5)

Total operating expenses
   
6,434
     
8,197
     
(22)

   
14,190
     
16,697
     
(15)

                                                 
Operating income
   
796
     
195
             
1,033
     
666
         
Financial income (expenses), net
   
(457
)
   
(363
)
           
13
     
(1,094
)
       
                                                 
Income (loss) before income taxes
   
339
     
(168
)
           
1,046
     
(428
)
       
                                                 
Taxes on income
   
185
     
134
             
383
     
537
         
                                                 
Net income (loss)
   
154
     
(302
)
           
663
     
(965
)
       
                                                 
Income (loss) attributable to redeemable non-controlling interests and non-controlling interests
   
1
     
(66
)
           
71
     
(176
)
       
                                                 
Net income (loss) attributable to Magal’s shareholders
   
153
     
(236
)
           
592
     
(789
)
       
                                                 
Basic and diluted net income (loss) per share
 
$
0.01
   
(0.01
)
         
$
0.03
   
(0.03
)
       
                                                 
Weighted average number of shares used in computing basic and diluted net income (loss) per share
   
23,153,985
     
23,146,823
             
23,153,985
     
23,104,160
         

   
Three Months
Ended June 30,
   
Six Months
Ended June 30,
 
   
2020
%
   
2019
%
   
2020
%
   
2019
%
 
                         
Gross margin
   
44.2
     
42.6
     
45.0
     
42.5
 
Research and development, net as a % of revenues
   
8.0
     
8.6
     
8.7
     
8.7
 
Selling and marketing as a % of revenues
   
17.4
     
21.5
     
20.2
     
20.8
 
General and administrative as a % of revenues
   
13.8
     
11.5
     
13.1
     
11.4
 
Operating margin
   
4.9
     
1.0
     
3.1
     
1.6
 
Net margin
   
0.9
     
-
     
1.8
     
-
 




MAGAL SECURITY SYSTEMS LTD.
 RECONCILLATION OF EBITDA TO NET INCOME (LOSS)
(All numbers expressed in thousands of US$)

   
Three Months
Ended June 30,
   
Six Months
Ended June 30,
 
   
2020
   
2019
   
2020
   
2019
 
                         
GAAP Net income
   
154
     
(302
)
   
663
     
(965
)
   Less:
                               
   Financial income (expenses), net
   
(457
)
   
(363
)
   
13
     
(1,094
)
   Taxes on income
   
185
     
134
     
383
     
537
 
   Depreciation and amortization
   
(481
)
   
(521
)
   
(967
)
   
(1,049
)
EBITDA
   
1,277
     
716
     
2,000
     
1,715
 



MAGAL SECURITY SYSTEMS LTD.
UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS
(All numbers expressed in thousands of US$)

   
June 30,
   
December 31,
 
   
2020
   
2019
 
CURRENT ASSETS:
           
Cash and cash equivalents
 
$
53,802
   
$
34,531
 
Short-term bank deposits
   
2,885
     
16,749
 
Restricted cash and deposits
   
242
     
324
 
Trade receivables, net
   
11,644
     
18,697
 
Unbilled accounts receivable
   
7,075
     
8,897
 
Other accounts receivable and prepaid expenses
   
4,194
     
4,510
 
Inventories
   
13,119
     
12,605
 
                 
Total current assets
   
92,961
     
96,313
 
                 
LONG TERM INVESTMENTS AND RECEIVABLES:
               
                 
Long-term deposits, restricted bank deposits and other long-term accounts receivable and prepaid expenses
   
124
     
134
 
Severance pay fund
   
1,385
     
1,363
 
Deferred tax assets
   
3,888
     
4,215
 
Operating lease right-of-use assets
   
2,962
     
3,492
 
                 
Total long-term investments and receivables
   
8,359
     
9,204
 
                 
PROPERTY AND EQUIPMENT, NET
   
5,968
     
6,256
 
                 
GOODWILL AND INTANGIBLE ASSETS, NET
   
14,286
     
15,276
 
                 
TOTAL ASSETS
 
$
121,574
   
$
127,049
 



MAGAL SECURITY SYSTEMS LTD.
UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS
(All numbers expressed in thousands of US$)

   
June 30,
   
December 31,
 
   
2020
   
2019
 
             
CURRENT LIABILITIES:
           
             
Short-term credit
 
$
529
   
$
-
 
Trade payables
   
5,056
     
5,438
 
Customer advances
   
4,462
     
5,587
 
Deferred revenues
   
2,254
     
2,558
 
Other accounts payable and accrued expenses
   
13,044
     
14,609
 
Short-term operating lease liabilities
   
780
     
919
 
                 
Total current liabilities
   
26,125
     
29,111
 
                 
LONG-TERM LIABILITIES:
               
Deferred revenues
   
1,193
     
1,769
 
Deferred tax liabilities
   
191
     
178
 
Accrued severance pay
   
2,236
     
2,251
 
Long-term operating lease liabilities
   
2,124
     
2,515
 
Other long-term liabilities
   
334
     
371
 
                 
Total long-term liabilities
   
6,078
     
7,084
 
                 
Redeemable non-controlling interest
   
2,998
     
3,048
 
                 
SHAREHOLDERS' EQUITY
               
Share Capital: Ordinary shares of NIS 1 par value -
               
Authorized: 39,748,000 shares at June 30, 2020 and December 31, 2019; Issued and outstanding: 23,153,985 shares at June 30, 2020 and 23,153,985 shares at December 31, 2019
   
6,750
     
6,750
 
Additional paid-in capital
   
94,790
     
94,696
 
Accumulated other comprehensive loss
   
(2,730
)
   
(627
)
Foreign currency translation adjustments (stand-alone financial statements)
   
5,796
     
5,924
 
Accumulated deficit
   
(18,369
)
   
(18,961
)
                 
Total shareholders' equity
   
86,237
     
87,782
 
Non-controlling interest
   
136
     
24
 
                 
TOTAL SHAREHOLDERS' EQUITY
   
86,373
     
87,806
 
                 
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY
 
$
121,574
   
$
127,049