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 2007
MER TELEMANAGEMENT SOLUTIONS LTD.
(Name of Registrant)
22 Zarhin Street, Ra'anana 43662, 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 Form 6-K is being incorporated by reference into the Registrant's Form F-3
Registration Statement File No. 333-128225 and Form S-8 Registration Statements
File Nos. 333-12014 and 333-123321.
MER Telemanagement Solutions Ltd.
6-K Items
1. Press release re MTS Announces Second Quarter 2007 Financial Results
SIGNATURES
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.
MER TELEMANAGEMENT SOLUTIONS LTD.
(Registrant)
By: /s/ Eytan Bar
-----------------
Eytan Bar
President and
Chief Executive Officer
Date: August 8, 2007
 |
MTS ANNOUNCES SECOND QUARTER 2007 FINANCIAL RESULTS
RA'ANANA, ISRAEL - AUGUST 8, 2007 - MTS - MER TELEMANAGEMENT SOLUTIONS LTD.
(NASDAQ CAPITAL MARKET: MTSL), a global provider of business support systems
(BSS) for comprehensive telecommunication management and customer care &
billing (CC&B) solutions, today announced its financial results for the
second quarter of 2007.
Revenues for the second quarter of 2007 were $2.5 million, compared with
revenues of $2.7 million in the second quarter of 2006.
Operating loss for the second quarter of 2007 was $2.7 million compared with an
operating loss of $471,000 in the second quarter of 2006. The increase was due
to a $2.3 million impairment of goodwill and other intangible assets in
accordance with FAS 142 -"Goodwill and other Intangible Assets" with respect to
the Company's investment in Teleknowledge Ltd..
Net loss for the second quarter was $2.8 million or ($0.49) per diluted share,
compared with a net loss of $448,000 or ($0.08) per diluted share in the second
quarter of 2006.
MTS ended the second quarter with approximately $1.6 million in cash and cash
equivalents, including marketable securities. The company is continuing to
monitor its cash expenditures and is seeking to improve its working capital by
year end. Additionally, MTS ended the quarter with an accumulated backlog of
orders exceeding $1.0 million. The backlog represents orders booked but not yet
recognized as revenue (excluding deferred maintenance revenues) as of June 30,
2007.
Mr. Eytan Bar, President and CEO of MTS said, "Our acquisition of Telsoft in
2006 is paying off. Telsoft showed very good results this quarter, and has
exceeded its target expectations as it sold its traditional Telsoft Call
Accounting products as well as the new MTS offerings and solutions to its
customer base."
"In the area of Telecommunications Expense Management (TEM), we concluded a
successful showing of our solution at the TEM show in San Francisco with very
good responses and interest in our solution. We will follow-up on these leads
which were indeed most promising."
"During the second quarter of 2007, we also consolidated our two offices on
the West Coast, and our operations extend from our offices on both coasts. We
will continue to leverage our solutions and explore new market opportunities,"
concluded Mr. Bar.
CONFERENCE CALL INFORMATION
MTS will conduct a teleconference to discuss the second quarter results on
Wednesday, August 8 at 11:00 a.m Eastern Time/6:00 p.m Israel time.
To access the conference call, please dial +1-800-860-2442 (U.S.),
+1-412-858-4600 (international), at least 10 minutes prior to commencement of
the call. Reference the MTS conference call or conference ID #408733.
A replay of the call will be available from August 8 through 11:59 p.m. EST
on August 15. To access the replay, please dial +1-877-344-7529.
ABOUT MTS
Mer Telemanagement Solutions Ltd. (MTS) is a global provider of business support
systems for comprehensive telecommunication management and customer care &
billing solutions. MTS' business support system is a full-featured customized
solution for telecommunications management, Interconnect and customer care &
billing. Its telecommunications expense management solution is used by
corporations and organizations to improve the efficiency and performance of all
telecommunication and information technology operations, and to significantly
reduce associated costs. Its service providers and carriers solutions are used
to support sophisticated billing, web-based self-provisioning, partners
management and interconnect billing.
Headquartered in Israel, MTS markets through wholly owned subsidiaries in the
United States, Hong Kong, Holland, and Brazil, and through OEM partnerships with
Siemens, Phillips, NEC and other vendors. MTS' shares are traded on the NASDAQ
Capital Market (symbol MTSL). For more information please visit the MTS web
site: www.mtsint.com
CERTAIN MATTERS DISCUSSED IN THIS NEWS RELEASE ARE FORWARD-LOOKING STATEMENTS
THAT INVOLVE A NUMBER OF RISKS AND UNCERTAINTIES INCLUDING, BUT NOT LIMITED TO,
RISKS IN PRODUCT DEVELOPMENT PLANS AND SCHEDULES, RAPID TECHNOLOGICAL CHANGE,
CHANGES AND DELAYS IN PRODUCT APPROVAL AND INTRODUCTION, CUSTOMER ACCEPTANCE OF
NEW PRODUCTS, THE IMPACT OF COMPETITIVE PRODUCTS AND PRICING, MARKET ACCEPTANCE,
THE LENGTHY SALES CYCLE, PROPRIETARY RIGHTS OF THE COMPANY AND ITS COMPETITORS,
RISK OF OPERATIONS IN ISRAEL, GOVERNMENT REGULATIONS, DEPENDENCE ON THIRD
PARTIES TO MANUFACTURE PRODUCTS, GENERAL ECONOMIC CONDITIONS AND OTHER RISK
FACTORS DETAILED IN THE COMPANY'S FILINGS WITH THE UNITED STATES SECURITIES AND
EXCHANGE COMMISSION.
CONTACTS:
COMPANY:
Shlomi Hagai
Corporate COO & CFO
Tel: +972-9-762-1733
Email: shlomi.hagai@mtsint.com
-FINANCIALS TABLES FOLLOW-
CONSOLIDATED BALANCE SHEETS
--------------------------------------------------------------------------------
U.S. DOLLARS IN THOUSANDS
JUNE 30,
DECEMBER 31, ---------------------
2006 2006 2007
------- ------- -------
AUDITED UNAUDITED
------- ---------------------
ASSETS
CURRENT ASSETS:
Cash and cash equivalents $ 1,474 $ 1,635 $ 1,432
Short-term bank deposits 100 - -
Marketable securities 159 142 160
Trade receivables, net 2,484 2,280 1,955
Unbilled receivables 51 448 59
Other accounts receivable and prepaid expenses 763 690 630
Inventories 138 152 138
------- ------- -------
TOTAL current assets 5,169 5,347 4,374
------- ------- -------
LONG- TERM INVESTMENTS:
Investment in an affiliate 1,598 1,777 1,468
Severance pay fund 673 607 726
Other investments 366 365 369
Deferred income taxes 112 115 105
------- ------- -------
TOTAL long-term investments 2,749 2,864 2,668
------- ------- -------
PROPERTY AND EQUIPMENT, NET 439 500 332
------- ------- -------
OTHER ASSETS:
Goodwill 4,058 3,877 2,635
Other intangible assets, net 1,639 817 933
------- ------- -------
TOTAL other assets 5,697 4,694 3,568
------- ------- -------
TOTAL assets $14,054 $13,405 $10,942
======= ======= =======
CONSOLIDATED BALANCE SHEETS
--------------------------------------------------------------------------------
U.S. DOLLARS IN THOUSANDS (EXCEPT SHARE AND PER SHARE DATA)
JUNE 30,
DECEMBER 31, ------------------------
2006 2006 2007
-------- -------- --------
AUDITED UNAUDITED
-------- ------------------------
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES:
Short term bank credit and current maturities of bank loan $ 421 $ - $ 920
Trade payables 510 605 531
Accrued expenses and other liabilities 2,507 2,395 2,770
Deferred revenues 1,545 891 1,253
-------- -------- --------
TOTAL current liabilities 4,983 3,891 5,474
-------- -------- --------
LONG-TERM LIABILITIES:
Long-term bank loan 583 - 83
Long-term loan from related party - - 134
Accrued severance pay 946 876 1,002
-------- -------- --------
TOTAL long-term liabilities 1,529 876 1,219
-------- -------- --------
SHAREHOLDERS' EQUITY:
Share capital -
Ordinary shares of NIS 0.01 par value - Authorized:
12,000,000 shares at December 31, 2006 and June 30, 2006
and 2007; Issued: 5,784,645, 5,774,645 and 5,784,645
shares at December 31, 2006 and June 30, 2006 and 2007,
respectively; Outstanding: 5,773,845, 5,763,845 and
5,773,845 shares at December 31, 2006 and June 30, 2006
and 2007, respectively 17 17 17
Additional paid-in capital 16,109 16,016 16,163
Treasury shares (10,800 Ordinary shares) (29) (29) (29)
Accumulated other comprehensive income 254 130 294
Accumulated deficit (8,809) (7,496) (12,196)
-------- -------- --------
TOTAL shareholders' equity 7,542 8,638 4,249
-------- -------- --------
TOTAL liabilities and shareholders' equity $ 14,054 $ 13,405 $ 10,942
======== ======== ========
INTERIM CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
--------------------------------------------------------------------------------
U.S. DOLLARS IN THOUSANDS (EXCEPT SHARE AND PER SHARE DATA)
THREE MONTHS ENDED SIX MONTHS ENDED
YEAR ENDED JUNE 30, JUNE 30,
DECEMBER 31, ------------------------------ ------------------------------
2006 2006 2007 2006 2007
----------- ----------- ----------- ----------- -----------
AUDITED UNAUDITED
----------- --------------------------------------------------------------------
Revenues $ 10,484 $ 2,704 $ 2,505 $ 5,518 $ 4,951
Cost of revenues *) 3,355 **) 894 **) 753 *) 1,828 *) 1,381
----------- ----------- ----------- ----------- -----------
Gross profit 7,129 1,810 1,752 3,690 3,570
----------- ----------- ----------- ----------- -----------
Operating expenses:
Research and development, net *) 3,633 **) 898 **) 562 *) 1,958 *) 1,448
Selling and marketing *) 3,078 **) 753 **) 803 *) 1,583 *) 1,639
General and administrative *) 2,651 **) 630 **) 821 *) 1,208 *) 1,519
Impairment of goodwill and other
intangible assets - - 2,312 - 2,312
----------- ----------- ----------- ----------- -----------
TOTAL operating expenses 9,362 2,281 4,498 4,749 6,918
----------- ----------- ----------- ----------- -----------
Operating loss (2,233) (471) (2,746) (1,059) (3,348)
Financial income (expenses), net (54) (26) 2 11 (13)
----------- ----------- ----------- ----------- -----------
Loss before taxes on income (2,287) (497) (2,744) (1,048) (3,361)
Taxes on income 118 - - 3 -
----------- ----------- ----------- ----------- -----------
Loss before equity in earnings of
affiliate (2,405) (497) (2,744) (1,051) (3,361)
Equity in earnings of affiliate 159 49 (58) 118 (26)
----------- ----------- ----------- ----------- -----------
Net loss $ (2,246) $ (448) $ (2,802) $ (933) $ (3,387)
=========== =========== =========== =========== ===========
Net loss per share:
Basic and diluted net loss per
Ordinary share $ (0.39) $ (0.08) $ (0.49) $ (0.16) $ (0.59)
=========== =========== =========== =========== ===========
Weighted average number of
Ordinary shares used in
computing basic and diluted net
loss per share 5,762,311 5,763,845 5,773,845 5,754,186 5,773,845
=========== =========== =========== =========== ===========
*) Including stock-based employee compensation in the amounts of $ 8, $ 21, $
7 and $ 18 (December 31, 2006 - $ 21, $ 101, $ 17 and $ 71 and six months
ended June 30, 2006 - $ 15, $ 60, $ 10 and $ 46) in cost of revenues,
research and development, selling and marketing and general and
administrative, respectively.
**) Including stock-based employee compensation in the amounts of $ 4, $ 14, $
4 and $ 8 (three months ended June 30, 2006 - $ 5, $ 45, $ (3) and $ 21 in
cost of revenues, research and development, selling and marketing and
general and administrative, respectively.