SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------------
FORM 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 March 2008
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 Fourth 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
Chief Executive Officer
Date: March 4, 2008
[MTS LOGO]
MTS Announces Fourth Quarter 2007 Financial Results
Ra'anana, Israel -March 4, 2008 - 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 fourth quarter
of 2007 and the year ended December 31, 2007.
Revenues for the fourth quarter of 2007 were $2.2 million, compared with
revenues of $2.3 million in the fourth quarter of 2006. Revenues for the twelve
month period ended December 31, 2007 were $9.3 million, compared with revenues
of $10.5 million for the 2006 twelve month period.
Net loss for the fourth quarter was $760,000 or ($0.13) per diluted share,
compared with a net loss of $669,000 or ($0.12) per diluted share in the fourth
quarter of 2006. Net loss for the twelve month period ended December 31, 2007
increased to $5.8 million or ($1.01) per diluted share, compared with a net loss
of $2.2 million or ($0.39) per diluted share for the 2006 twelve month period.
This increased net loss for the twelve month period ended December 31, 2007 is
mainly attributable to a $2.3 million impairment charge relating to the goodwill
arising from the acquisition of Teleknowledge in 2004, an equity loss of
$197,000 from the sale of our ownership interest in Jusan S.A., an affiliate in
which the Company held a 50% interest, an increase in our bad debts allowance
and a one time sales tax assessment in our U.S. subsidiary.
Mr. Eytan Bar, MTS CEO commented "Although we are disappointed with our revenue
decline in 2007, we believe that we are on the right track as our increased
sales activity generated $2.9 million of new orders during the fourth quarter of
2007. We are working to translate our pipeline of orders into revenues and
improved cash flow."
"On the operational side, we are continuing to improve our implementation
processes while closely monitoring and reducing our overall costs" continued Mr.
Bar. "The sale of our ownership interest in Jusan S.A. during the fourth quarter
and cVidya Networks Inc. in the first quarter of 2008 is the second step of our
restructuring plan and efforts to improve the Company's cash position and
working capital. Together with the $750,000 investment of Mr. Lior Salansky, the
Company has strengthened its main financial indicators and is now able to focus
on its search for new opportunities and in expanding its core business." "We see
the market opportunities and are ready to leverage our solutions. We are looking
forward to improve both our top and bottom line performance," concluded Mr. Bar.
About MTS
Mer Telemanagement Solutions Ltd. (MTS) is a worldwide provider of innovative
solutions for comprehensive telecommunications expense management (TEM) used by
enterprises, and for business support systems (BSS) used by information and
telecommunication service providers.
Since 1984, MTS Telecommunications' expense management solutions have been used
by thousands of enterprises and organizations to ensure that their
telecommunication services are acquired, provisioned, and invoiced correctly. In
addition, the MTS's Application Suite has provided customers with a unified view
of telecommunication usage, proactive budget control, personal call management,
employee cost awareness and more.
MTS's solutions for Information and Telecommunication Service Providers are used
worldwide by wireless and wireline service providers for interconnect billing,
partner revenue management and for charging and invoicing their customers. MTS
has pre-configured solutions to support emerging carriers of focused solutions
(e.g. IPTV, VoIP, MVNO) to rapidly install a full-featured and scaleable
solution. MTS's unique technology reduces integration risks and lessens revenue
leakage by using the very same system to manage retail and wholesale business as
well as supporting multiple business units. Total cost of ownership (TCO) is
reduced by providing web-based customer self-care and provisioning.
Headquartered in Israel, MTS markets its solutions through wholly owned
subsidiaries in the United States, Hong Kong, The Netherlands, and Brazil, as
well as 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:
Alon Mualem
CFO
Tel: +972-9-762-1733
Email: Alon.Mualem@mtsint.com
CONSOLIDATED BALANCE SHEETS
--------------------------------------------------------------------------------
U.S. dollars in thousands
December 31,
-----------------------
2006 2007
---------- ----------
ASSETS
CURRENT ASSETS:
Cash and cash equivalents $ 1,474 $ 1,437
Short term bank deposits 100 --
Marketable securities 159 169
Trade receivables (net of allowance for doubtful accounts of $ 505 and $ 882 at
December 31, 2006 and 2007, respectively) 2,484 1,172
Unbilled receivables 51 129
Other accounts receivable and prepaid expenses 763 544
Investment in other companies -- 221
Inventories 138 66
---------- ----------
Total current assets 5,169 3,738
---------- ----------
LONG-TERM ASSETS:
Investments in an affiliate 1,598 --
Severance pay fund 673 730
Other investments 366 3
Deferred income taxes 112 153
---------- ----------
Total long-term assets 2,749 886
---------- ----------
PROPERTY AND EQUIPMENT, NET 439 283
---------- ----------
OTHER ASSETS:
Goodwill 4,058 2,796
Other intangible assets, net 1,639 805
---------- ----------
Total other assets 5,697 3,601
---------- ----------
Total assets $ 14,054 $ 8,508
========== ==========
CONSOLIDATED BALANCE SHEETS
--------------------------------------------------------------------------------
U.S. dollars in thousands (except share and per share data)
December 31,
------------------------
2006 2007
---------- ----------
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES:
Short term bank credit and current maturities on bank loan $ 421 $ 606
Trade payables 510 447
Accrued expenses and other liabilities 2,507 3,339
Deferred revenues 1,545 1,390
---------- ----------
Total current liabilities 4,983 5,782
---------- ----------
LONG-TERM LIABILITIES:
Long term bank loan 583 --
Accrued severance pay 946 1,157
---------- ----------
Total long-term liabilities 1,529 1,157
---------- ----------
COMMITMENTS AND CONTINGENT LIABILITIES
SHAREHOLDERS' EQUITY:
Share capital -
Ordinary shares of NIS 0.01 par value - Authorized: 12,000,000 shares at
December 31, 2006 and 2007; Issued: 5,784,645 shares at December 31, 2006
and 2007; Outstanding: 5,773,845 shares at December 31, 2006 and 2007 17 17
Additional paid-in capital 16,109 16,201
Treasury shares (10,800 Ordinary shares at December 31, 2006 and 2007) (29) (29)
Accumulated other comprehensive income 254 12
Accumulated deficit (8,809) (14,632)
---------- ----------
Total shareholders' equity 7,542 1,569
---------- ----------
Total liabilities and shareholders' equity $ 14,054 $ 8,508
========== ==========
CONSOLIDATED STATEMENTS OF OPERATIONS
--------------------------------------------------------------------------------
U.S. dollars in thousands (except share and per share data)
Year ended Three months ended
December 31, December 31,
---------------------------- ----------------------------
2006 2007 2006 2007
------------ ------------ ------------ ------------
Revenues:
Product sales $ 7,518 $ 5,760 1,493 $ 1,297
Services 2,966 3,578 821 903
------------ ------------ ------------ ------------
Total revenues 10,484 9,338 2,314 2,200
------------ ------------ ------------ ------------
Cost of revenues:
Product sales 2,631 1,872 549 398
Services 724 864 165 167
------------ ------------ ------------ ------------
Total cost of revenues 3,355 2,736 714 565
------------ ------------ ------------ ------------
Gross profit 7,129 6,602 1,600 1,635
------------ ------------ ------------ ------------
Operating expenses:
Research and development, net of grants from the OCS 3,633 2,640 760 547
Selling and marketing 3,078 3,481 681 831
General and administrative 2,651 3,695 697 983
Impairment of goodwill and other intangible assets 2,312
------------ ------------ ------------ ------------
Total operating expenses 9,362 12,128 2,138 2,361
------------ ------------ ------------ ------------
Operating loss (2,233) (5,526) (538) (726)
Financial income (expenses), net (54) (105) (5) (74)
Capital loss on sale of long-term investment (63) (63)
------------ ------------ ------------ ------------
Loss before taxes on income (2,287) (5,694) (543) (863)
Tax on income (benefit), net 118 (68) 115 (68)
------------ ------------ ------------ ------------
Loss before equity in earnings (loss) of affiliate (2,405) (5,626) (658) (795)
Equity in earnings (loss) of affiliate 159 (197) (11) 35
------------ ------------ ------------ ------------
Net loss $ (2,246) $ (5,823) $ (669) $ (760)
============ ============ ============ ============
Net loss per share:
Basic and diluted net loss per Ordinary share $ (0.39) $ (1.01) $ (0.12) $ (0.13)
============ ============ ============ ============
Weighted average number of Ordinary shares used in computing basic
and diluted net loss per share 5,762,311 5,773,845 5,773,845 5,773,845
============ ============ ============ ============