--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
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 February 2004
MER TELEMANAGEMENT SOLUTIONS LTD.
(Name of Registrant)
40 Aluf David Street, Ramat-Gan 52232 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
Company's Form F-3 Registration Statement File No.333-16444.
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
MER Telemanagement Solutions Ltd.
6-K Items
1. Press Release dated February 4, 2004 re fourth quarter results.
ITEM 1
Press Release Source: MTS - Mer Telemanagement Solutions Ltd.
MTS Reports 9.8 Percent Revenue Gain for Fourth Quarter 2003, EPS $0.02;
Cash on Hand $10.3 Million
Wednesday February 4, 8:31 am ET
RA'ANANA, Israel, Feb. 4 /PRNewswire-FirstCall/ -- MTS - Mer Telemanagement
Solutions Ltd. (Nasdaq: MTSL - News), a leader in the enterprise communications
management market, today reported results for the fourth quarter and year-end
2003.
Fourth quarter revenues increased 9.8 percent to $2.511 million from $2.286
million in the third quarter 2003. Revenues for the fourth quarter 2002 were
$2.516 million. For the full year ended December 31, 2003, MTS reported revenues
of $9.23 million compared with revenues of $9.787 million for 2002.
Fourth quarter 2003 net income came to $80,000 compared with a net income of
$119,000 for the same quarter in 2002. Net income for the full year was $87,000,
or $0.02 per share compared with net income of $130,000 or $0.03 per share for
2002.
Eytan Bar, MTS president and chief executive officer, said of the results: "We
are pleased to announce a profitable quarter and a profitable year in a
difficult environment. The increase in revenues in the fourth quarter clearly
shows the first signs of recovery in the telecom market.
"During the fourth quarter we defined the company's growth strategy and the
business plan for 2004. We believe that the new strategy will open new
opportunities for MTS in its traditional markets and in the service provider
market. We are currently exploring several opportunities in Telecommunication
Management and CC&B (Customer Care & Billing) Solutions, which reinforced the
market demand to our existing and new offerings," Mr. Bar continued.
Fourth quarter 2003 gross profit came to $2.07 million, unchanged from the year
ago quarter, while 13 percent ahead of gross profit for the third quarter 2003.
Gross profit for full year 2003 came in at $7.381 million compared with $7.891
million for 2002. Full year gross profit was approximately 80 percent of the
total revenues, unchanged from 2002 gross profit.
Fourth quarter operating profit was reduced to $44,000, from an operating profit
of $220,000 for the quarter in 2002. Operating loss for 2003 was $190,000
compared with an operating loss of $48,000 in 2002.
Operating expenses for 2003 were reduced to $7.571 million down 4.6 percent from
$7.939 million for the year 2002.
The Company's stock buyback program during 2003 resulted in the purchase of
135,100 shares in open market transactions. At December 31, 2003, 4,624,471
shares were outstanding.
Mr. Yossi Brikman Corporate COO & CFO said of the results: "We continue to
improve our cash flows from operating activities. MTS's net cash provided by
operating activities came to $163,000 for 2003, and $185,000 for the fourth
quarter.
"In addition, our 50 percent Spanish affiliate, Jusan S.A., contributed a profit
of $41,000 for the fourth quarter, and $345,000 for the full year, compared to
$30,000 and $236,000 for the same periods in 2002 respectively," Mr. Brikman
added.
"Our cash and cash equivalents, including marketable securities, totaled $10.328
million at December 31, 2003, compared with $10.215 million at December 31,
2002," Mr. Brikman, concluded.
The Company will conduct a conference call today at 11:00 AM US ET. To
participate please dial: US participants: 1-866-860-9642 and
International/Israel participants: 011-972-3-918-0610, about 5 minutes prior to
start.
MTS is a leader in the enterprise communications management market. MTS's
Telecommunication solutions for Converged Voice, VoIP, Data, and Video answer
the needs of IT professionals, systems integrators and solutions providers. The
Company pioneered the integration of telemanagement solutions, which is being
sold to over 55,000 customers around the globe. MTS supports its products
worldwide through its own sales and support offices, local dealers and OEM
contracts.
For more information please visit the MTS web site at http://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.
CONSOLIDATED BALANCE SHEETS
U.S. dollars in thousands
December 31,
2002 2003
ASSETS
CURRENT ASSETS:
Cash and cash equivalents $ 9,062 $ 8,684
Marketable securities 1,153 1,644
Trade receivables (net of allowance for doubtful
accounts of $ 356 and $ 350 as of December 31,
2002 and 2003, respectively) 1,259 1,391
Other accounts receivable and prepaid expenses 511 566
Inventories 240 193
Total current assets 12,225 12,478
LONG-TERM INVESTMENTS:
Investments in an affiliate 1,335 1,859
Long-term loans, net of current maturities 86 95
Severance pay fund 545 564
Other investments 368 368
Total long-term investments 2,334 2,886
PROPERTY AND EQUIPMENT, NET 602 482
OTHER ASSETS:
Goodwill 2,025 2,025
Other intangible assets, net 360 206
Deferred income taxes 161 105
Total other assets 2,546 2,336
Total assets $17,707 $18,182
The accompanying note is an integral part of the consolidated financial
statements.
CONSOLIDATED BALANCE SHEETS
U.S. dollars in thousands (except share data)
December 31,
2002 2003
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES:
Current maturities of long-term loans $ 8 $ 8
Trade payables 350 393
Accrued expenses and other liabilities 1,439 1,421
Deferred revenues 1,184 1,219
Total current liabilities 2,981 3,041
LONG-TERM LIABILITIES:
Long-term loans, net of current maturities 8 --
Accrued severance pay 705 677
Total long-term liabilities 713 677
SHAREHOLDERS' EQUITY:
Share capital -
Ordinary shares of NIS 0.01 par value -
Authorized: 12,000,000 shares as of December
31, 2002 and 2003; Issued: 4,882,748 and
4,631,471 shares as of December 31, 2002 and
2003, respectively; Outstanding: 4,621,648 and
4,624,471 shares as of December 31, 2002 and
2003, respectively 15 14
Additional paid-in capital 12,846 12,603
Treasury shares (330) (20)
Accumulated other comprehensive income (loss) (211) 87
Retained earnings 1,693 1,780
Total shareholders' equity 14,013 14,464
Total liabilities and shareholders' equity $17,707 $18,182
The accompanying note is an integral part of the consolidated financial
statements.
CONSOLIDATED STATEMENTS OF OPERATIONS
U.S. dollars in thousands (except share and per share data)
Year ended December 31,
2001 2002 2003
Revenues $10,725 $9,787 $9,230
Cost of revenues 2,552 1,896 1,849
Gross profit 8,173 7,891 7,381
Operating expenses:
Research and development, net 3,562 2,127 1,825
Selling and marketing 4,911 3,954 3,916
General and administrative 1,943 1,858 1,830
Total operating expenses 10,416 7,939 7,571
Operating loss (2,243) (48) (190)
Financial income, net 138 134 124
Other income (expenses), net (654) (140) 6
Loss before taxes on income (2,759) (54) (60)
Taxes on income 16 52 198
(2,775) (106) (258)
Equity in earnings of affiliates 221 236 345
Net income (loss) $(2,554) $130 $87
Basic net earnings (loss) per share $(0.53) $0.03 $0.02
Diluted net earnings (loss) per share $(0.53) $0.03 $0.02
Weighted average number of shares used
in computing basic net earning
(loss) per share 4,826,126 4,709,796 4,617,099
Weighted average number of shares used
in computing diluted net earnings
(loss) per share 4,826,126 4,709,796 4,628,249
The accompanying note is an integral part of the consolidated financial
statements.
NOTE 1:- MATERIAL EVENTS
In April 2000, the tax authorities in Israel issued to the
Company a demand for a tax payment, for the period of 1997 -
1999, in the amount of approximately NIS 6,000 thousand ($ 1,350
thousand).
The Company has appealed to the Israeli district court in respect
of the abovementioned tax demand. Based on the opinion of its tax
counsel, the Company believes that certain defenses can be raised
against the demand of the tax authorities. The Company believes
that the outcome of this matter will not have a material adverse
effect on its financial position or results of operations and the
company provided a provision, based on the current evidence and
on the basis of the said opinion of its tax consultants, which in
the opinion of company is an adequate provision.
[GRAPHIC OMITTED]
Source: MTS - Mer Telemanagement Solutions Ltd.
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/Yossi Brikman
-----------------------------
Yossi Brikman
Chief Financial Officer
Date: February 4, 2004