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 2006
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 2006 financial results,
dated August 10, 2006.
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 10, 2006
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MTS ANNOUNCES SECOND QUARTER 2006 FINANCIAL RESULTS
NET LOSS DECLINES BY MORE THAN 60% YEAR-OVER-YEAR
RA'ANANA, ISRAEL - AUGUST 10, 2006 - 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 announces its financial results for the second quarter
of 2006, ended June 30, 2006.
Revenues for the second quarter were $2.7 million, compared with revenues of
$2.8 million in the second quarter of 2005. Revenues for the six month period
ended June 30, 2006 were $5.52 million, compared with revenues of $5.54 for the
2005 six month period.
Net loss for the second quarter was $448,000 or $0.08 diluted per share, a
significant decline of more than 60% compared with a net loss of $1.15 million
or $0.24 diluted per share, in the second quarter of 2005. Net loss for the six
month period ended June 30, 2006 was $933,000, or $0.16 diluted per share, a
significant decline, as well, of more than 70% compared with a net loss of $3.18
million or $0.68 diluted per share, for the 2005 six month period.
The considerable improvement in the company's operating results is primarily
attributable to the precise execution of a long-term strategic plan. The key
element is the constant monitoring of and reduction in expenses in order to
achieve sustainable growth.
MTS ended the second quarter with an accumulated backlog of orders of
approximately $2.0 million. The backlog represents orders booked but not yet
recognized as revenue as of June 30, 2006.
At the end of July, 2006, MTS acquired certain telecom expense management software assets of TelSoft Solutions, Inc. as well as assuming a certain amount of their liabilities. The acquisition expands MTS' US market share, as well as, broadens its customer base and marketing channels. EYTAN BAR, PRESIDENT AND CHIEF EXECUTIVE OFFICER, commented, "We continued to execute according to our strategic plan, to achieve profitability through organic growth and acquisitions, which will better position us for the future." CONFERENCE CALL INFORMATION MTS will conduct a teleconference to discuss the second quarter results on Thursday, August 10 at 11:00 a.m Eastern Time/6:00 p.m Israel time. To access the conference call, please dial +1-877-707-9628 (U.S.), +1-785-832-0301 (international), at least 10 minutes prior to commencement of the call. Reference the MTS conference call or conference ID #MTS. A replay of the call will be available from August 10 through 11:59 p.m. EST on August 17. To access the replay, please dial +1-800-283-8520. 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: Shlomi Hagai Ronit Weiner Corporate COO & CFO Communications Managing Director Tel: +972-9-762-1733 Tel: +972-54-666-4737 Email: shlomi.hagai@mtsint.com Email: ronit.weiner@mtsint.com
CONSOLIDATED STATEMENTS OF OPERATIONS
--------------------------------------------------------------------------------
U.S. DOLLARS IN THOUSANDS (EXCEPT SHARE AND PER SHARE DATA)
SIX MONTHS ENDED THREE MONTHS ENDED
JUNE 30, JUNE 30, YEAR ENDED
----------------------------- ----------------------------- DECEMBER 31,
2006 2005 2006 2005 2005
----------- ----------- ----------- ----------- -----------
UNAUDITED
----------------------------------------------------------------
Revenues $ 5,518 $ 5,538 $ 2,704 $ 2,812 $ 11,563
Cost of revenues (*) 1,828 1,893 (**) 894 1,006 3,802
----------- ----------- ----------- ----------- -----------
Gross profit 3,690 3,645 1,810 1,806 7,761
----------- ----------- ----------- ----------- -----------
Operating expenses:
Research and development, net (*) 1,958 2,324 (**) 898 1,030 4,395
Selling and marketing (*) 1,583 2,897 (**) 753 1,370 4,797
General and administrative (*) 1,208 1,722 (**) 630 677 2,830
----------- ----------- ----------- ----------- -----------
TOTAL operating expenses 4,749 6,943 2,281 3,077 12,022
----------- ----------- ----------- ----------- -----------
Operating loss (1,059) (3,298) (471) (1,271) (4,261)
Financial income (expenses), net 11 104 (26) 83 53
----------- ----------- ----------- ----------- -----------
Loss before taxes on income (1,048) (3,194) (497) (1,188) (4,208)
Taxes on income 3 - - - 10
----------- ----------- ----------- ----------- -----------
Loss before equity in earnings
(losses) of affiliate (1,051) (3,194) (497) (1,188) (4,218)
Equity in earnings (losses) of
affiliate 118 11 49 39 2
----------- ----------- ----------- ----------- -----------
Net loss $ (933) $ (3,183) $ (448) $ (1,149) $ (4,216)
=========== =========== =========== =========== ===========
Basic and diluted net loss per share $ (0.16) $ (0.68) $ (0.08) $ (0.24) $ (0.83)
=========== =========== =========== =========== ===========
Weighted average number of Ordinary
shares used in computing basic and
diluted net loss per share 5,754,186 4,675,283 5,763,845 4,712,561 5,092,117
=========== =========== =========== =========== ===========
(*) Including stock-based employee compensation in the amounts of $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 $5, $45, $(3)
and $21 in cost of revenues, research and development, selling and
marketing and general and administrative, respectively.
CONSOLIDATED BALANCE SHEETS
--------------------------------------------------------------------------------
U.S. DOLLARS IN THOUSANDS (EXCEPT SHARE AND PER SHARE DATA)
JUNE 30,
-------------------- DECEMBER 31,
2006 2005 2005
------- ------- -------
UNAUDITED
-------------------
ASSETS
CURRENT ASSETS:
Cash and cash equivalents $ 1,635 $ 1,750 $ 3,191
Marketable securities 142 126 132
Trade receivables, net 2,280 1,853 1,895
Unbilled receivables 448 - 104
Other accounts receivable and prepaid expenses 690 408 491
Inventories 152 180 181
------- ------- -------
TOTAL current assets 5,347 4,317 5,994
------- ------- -------
LONG- TERM INVESTMENTS:
Investment in an affiliate 1,777 1,707 1,615
Long-term loans, net of current maturities - 26 3
Severance pay fund 607 518 478
Other investments 365 373 347
------- ------- -------
TOTAL long-term investments 2,749 2,624 2,443
------- ------- -------
PROPERTY AND EQUIPMENT, NET 500 583 571
------- ------- -------
OTHER ASSETS:
Goodwill 3,877 3,511 3,700
Other intangible assets, net 817 1,169 993
Deferred income taxes 115 73 115
------- ------- -------
TOTAL other assets 4,809 4,753 4,808
------- ------- -------
TOTAL assets $13,405 $12,277 $13,816
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CONSOLIDATED BALANCE SHEETS
--------------------------------------------------------------------------------
U.S. DOLLARS IN THOUSANDS (EXCEPT SHARE AND PER SHARE DATA)
JUNE 30,
----------------------- DECEMBER 31,
2006 2005 2005
-------- -------- --------
UNAUDITED
-----------------------
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES:
Trade payables $ 605 $ 727 $ 735
Accrued expenses and other liabilities 2,395 2,197 2,306
Deferred revenues 891 1,144 888
-------- -------- --------
TOTAL current liabilities 3,891 4,068 3,929
-------- -------- --------
LONG-TERM LIABILITIES:
Accrued severance pay 876 660 713
-------- -------- --------
TOTAL long-term liabilities 876 660 713
-------- -------- --------
SHAREHOLDERS' EQUITY:
Share capital -
Ordinary shares of NIS 0.01 par value - Authorized:
12,000,000 shares at June 30, 2006 and 2005 and
December 31, 2005; Issued: 5,774,645, 4,796,304 and
5,744,304 shares at June 30, 2006 and 2005 and December
31, 2005; Outstanding: 5,763,845, 4,785,504 and 5,733,504
shares at June 30, 2006 and 2005 and December 31, 2005 17 15 17
Additional paid-in capital 16,016 13,267 15,966
Treasury shares (10,800 Ordinary shares) (29) (29) (29)
Deferred stock compensation - (176) (142)
Accumulated other comprehensive income (loss) 130 2 (75)
Accumulated deficit (7,496) (5,530) (6,563)
-------- -------- --------
TOTAL shareholders' equity 8,638 7,549 9,174
-------- -------- --------
TOTAL liabilities and shareholders' equity $ 13,405 $ 12,277 $ 13,816
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