-----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, VdKVjFxhj+dxsLt/ZSkTK0NUGAePoVLlvLSzMz5uzH0bTW9hptKXmW2kzjA5kGKx 6wY0iWUNxWTyKUl+Iwg74g== 0000910662-04-000056.txt : 20040204 0000910662-04-000056.hdr.sgml : 20040204 20040204122017 ACCESSION NUMBER: 0000910662-04-000056 CONFORMED SUBMISSION TYPE: 6-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20040204 FILED AS OF DATE: 20040204 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: 04565643 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 mts6k020504.txt PRESS RELEASE RE 4TH QUARTER RESULTS - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- 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 -----END PRIVACY-ENHANCED MESSAGE-----