-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, E/9b9cnPl3FFDQ5GC+6qbnJqygtjtkyEh9M1A3p6hGzZ4jFzdtxhDe5pZ+EgQxkY Jbe8/iIao/PtLkHe1V65Tg== 0000910662-03-000251.txt : 20030804 0000910662-03-000251.hdr.sgml : 20030804 20030804104743 ACCESSION NUMBER: 0000910662-03-000251 CONFORMED SUBMISSION TYPE: 6-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20030804 FILED AS OF DATE: 20030804 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MER TELEMANAGEMENT SOLUTIONS LTD CENTRAL INDEX KEY: 0001025561 STANDARD INDUSTRIAL CLASSIFICATION: TELEPHONE & TELEGRAPH APPARATUS [3661] IRS NUMBER: 000000000 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 6-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-28950 FILM NUMBER: 03819419 BUSINESS ADDRESS: STREET 1: 10 HAKISHON ST STREET 2: BNEI BRAK CITY: ISRAEL STATE: L3 ZIP: 00000 MAIL ADDRESS: STREET 1: 40 ALUF DAVID STREET STREET 2: RAMAT GAN CITY: ISRAEL STATE: L3 ZIP: 52232 6-K 1 frm6kaugust4.txt FORM 6-K WITH RELEASE W/2Q EARNINGS ================================================================================ 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 2003 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 Telemangement Solutions Ltd. 6-K Items 1. Press Release re MTS Reports Break Even for First Six Months of 2003, Cash on Hand up to $10.3 Million dated August 4, 2003. ITEM 1 Press Release Source: Mer Telemanagement Solutions Ltd. MTS Reports Break Even for First Six Months of 2003, Cash on Hand up to $10.3 Million Monday August 4, 8:31 am ET RAMAT GAN, Israel, August 4 /PRNewswire-FirstCall/ -- Mer Telemanagement Solutions Ltd. (Nasdaq: MTSL - News), a leader in the enterprise communications management market, today reported that it broke even for the six-month period ended June 30, 2003. Second quarter revenues declined 12 percent to $2.19 million from $2.49 million for the period in 2002, and decreased 2 percent from $2.24 million for 1Q03. Revenues for the first six months decreased 13 percent to $4.43 million from $5.075 million for the same period last year. Second quarter 2003 net loss was $10,000, compared to net income of $119,000 for the quarter in 2002. Net income for the first six months was $4,000, compared with net income of $110,000 for the same period in 2002. President and Chief Executive Officer Mr. Shai Levanon said: "We are heartened that our revenues from Europe for the six months of 2003 increased by approximately 30 percent compared to the same period last year. At the same time revenues from the US market decreased by approximately 28 percent compared to the same period in 2002. MTS IntegraTRAK contributed approximately 53 percent of MTS's total second quarter revenues, compared with 65 percent in 2002." Mr. Levanon said the decline in revenue contribution by the Company's US subsidiary was the principal reason for the decline in total revenues. "In addition, the SARS outbreak reduced revenues coming from our Hong Kong subsidiary. Our 50 percent Spanish affiliate Jusan S.A contributed a profit of $49,000 in the second quarter 2003 and $187,000 for the six-months compared to $84,000 and $122,000 for the same periods in 2002 respectively," Mr. Levanon added. Second quarter 2003 gross profit decreased 15 percent to $1.78 million compared with $2.09 million for the second quarter of 2002. Six-month gross profit decreased 15 percent to $3.48 million compared with $4.1 million for the same period last year. Second quarter operating loss was $88,000, compared with operating income of $4,000 for the quarter in 2002. Operating loss for the first six-months came to $229,000 against an operating loss of $63,000 for the same period in 2002. Total operating expenses decreased from $2.08 million for second quarter of 2002 to $1.87 million for second quarter of 2003. Operating expenses decreased from $4.16 million for the first six months of 2002 to $3.71 million for the current year period. To date, the Company has purchased a total of 384,610 shares as part of its stock repurchase program resulting in 4,565,138 shares being outstanding as of June 30, 2003. Mr. Levanon said, "We are optimistic about our long-term prospects as the company continues to invest in R&D and maintains its relationships with OEMs in Europe and in the US." Mr.Yossi Brikman, General Manager of MTS's Israeli Operations & CFO, said "MTS Asia revenues declined $70,000 from the second quarter forecast as a result of the SARS virus. The decline in revenues impacted our profitability for the quarter. MTS's net cash from operating activities in the first half of 2003 came to $64,000 compared to net cash used in operating activities of $107,000 for the same period last year. "Our cash and cash equivalents, including marketable securities, were $10.307 million at June 30, 2003, compared with $10.215 million at December 31, 2002 an increase of $92,000," Mr. Brikman declared. The Company will conduct a teleconference today at 11:00 am US Eastern. To participate please dial (719) 457-2625 about 5 minutes prior to start. MTS is a leader in the enterprise communications management market. MTS's web-based management 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 the PC into telemanagement solutions, and sold over 55,000 of its flagship TABS solution (Telephone Accounting & Billing System) in 22 languages in more than 60 countries. MTS's FaciliTRAK is a comprehensive software system that greatly simplifies the day-to-day task of maintaining and managing the physical layer details for any network. FaciliTRAK gives MTS's customers cable management and disaster recovery, tools to reduce costs, provide better service and enhances employee productivity. MTS supports its products worldwide through its own sales and support offices, local dealers and OEM contracts with market leaders such as Siemens, Ericsson, Philips, Lucent EMEA etc. MTS IntegraTRAK, Inc., the Company's North American subsidiary, Ltd. has been in the business of building exceptional telemanagement software and earning a reputation for superior customer support since 1985. Today MTS IntegraTRAK is leading the evolution of traditional telemanagement toward VoIP, IP, and converged usage applications. 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 June 30, December 31, 2003 2002 2002 Unaudited ASSETS CURRENT ASSETS: Cash and cash equivalents $ 8,775 $ 7,046 $ 9,062 Marketable securities 1,532 2,738 1,153 Trade receivables, net 1,097 1,187 1,259 Other accounts receivable and prepaid expenses 528 938 511 Inventories 228 280 240 Total current assets 12,160 12,189 12,225 LONG-TERM INVESTMENTS: Investments in an affiliate 1,528 1,157 1,335 Long-term loans, net of current maturities 109 112 86 Severance pay fund 607 563 545 Other investments 376 370 368 Total long-term investments 2,620 2,202 2,334 PROPERTY AND EQUIPMENT, NET 552 726 602 OTHER ASSETS: Goodwill 2,025 2,025 2,025 Other intangible assets, net 283 438 360 Deferred income taxes 173 81 161 Total other assets 2,481 2,544 2,546 Total assets $ 17,813 $ 17,661 $ 17,707 CONSOLIDATED BALANCE SHEETS U.S. dollars in thousands (except share data) June 30, December 31, 2003 2002 2002 Unaudited LIABILITIES AND SHAREHOLDERS' EQUITY CURRENT LIABILITIES: Current maturities of long-term loans $ 8 $ 33 $ 8 Trade payables 400 651 350 Accrued expenses and other liabilities 1,372 1,523 1,439 Deferred revenues 1,173 815 1,184 Total current liabilities 2,953 3,022 2,981 LONG-TERM LIABILITIES: Long-term loans, net of current maturities 4 -- 8 Accrued severance pay 785 718 705 Total long-term liabilities 789 718 713 SHAREHOLDERS' EQUITY: Share capital -- Ordinary shares of NIS 0.01 par value -- Authorized: 12,000,000 shares; Issued: 4,565,138, 4,882,748 and 4,949,748 shares at June 30, 2003 and 2002 and December 31, 2002, respectively; Outstanding: 4,565,138, 4,682,048 and 4,621,648 shares at June 30, 2003 and 2002 and December 31, 2002, respectively 14 15 15 Additional paid-in capital 12,450 12,846 12,846 Treasury shares -- (278) (330) Accumulated other comprehensive loss (90) (335) (211) Retained earnings 1,697 1,673 1,693 Total shareholders' equity 14,071 13,921 14,013 Total liabilities and shareholders' equity $17,813 $17,661 $17,707 CONSOLIDATED STATEMENTS OF OPERATIONS U.S. dollars in thousands Six months ended Three months ended Year ended June 30, June 30, December 31, 2003 2002 2003 2002 2002 Unaudited Revenues from products and services $4,433 $5,075 $2,193 $2,494 $9,787 Cost of revenues from products and services 951 976 411 407 1,896 Gross profit 3,482 4,099 1,782 2,087 7,891 Operating expenses: Research and development, net 827 1,144 387 539 2,127 Selling and marketing, net 1,979 2,085 1,061 1,071 3,954 General and administrative 905 933 422 473 1,858 Total operating expenses 3,711 4,162 1,870 2,083 7,939 Operating income (loss) (229) (63) (88) 4 (48) Financial income, net 38 104 21 101 134 Other income (expenses), net 6 12 6 (5) (140) Income (loss) before taxes on income (185) 53 (61) 100 (54) Taxes on income (2) 65 (2) 65 52 (183) (12) (59) 35 (106) Equity in earnings of affiliate 187 122 49 84 236 Net income (loss) $ 4 $ 110 $ (10) $ 119 $ 130 Basic and diluted net earnings per share $ -- $ 0.02 $ -- $ 0.03 $ 0.03 Weighted average number of shares used in computing basic and diluted net earnings per share 4,634 4,761 4,620 4,727 4,710 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/ Shai Levanon ----------------- Shai Levanon, President and Chief Executive Officer Date: August 4, 2003 -----END PRIVACY-ENHANCED MESSAGE-----