-----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, PqA7hg2Y0xxlZx2i60UHTdrEnRP3fuTC2i+SA1d5WTn1spEMfezjoc5KYVk1GfZp jMoUdApsqd6rDhnMSSssDg== 0000910662-05-000440.txt : 20050811 0000910662-05-000440.hdr.sgml : 20050811 20050811104930 ACCESSION NUMBER: 0000910662-05-000440 CONFORMED SUBMISSION TYPE: 6-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20050811 FILED AS OF DATE: 20050811 DATE AS OF CHANGE: 20050811 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: 051015459 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 mts6k081105.txt PRESS RELEASE 2Q 2005 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 August 2005 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 S-8 Registration Statements File Nos. 333-12014 and 333-123321. MER Telemanagement Solutions Ltd. 6-K Items 1. Press Release re MTS Reports Second Quarter 2005 Financial Results dated August 11, 2005. ITEM 1 Press Release Source: Mer Telemanagement Solutions Ltd. MTS Reports Second Quarter 2005 Financial Results Thursday August 11, 8:30 am ET - - Revenues Rise 41% Year-Over-Year - RA'ANANA, Israel, Aug. 11 /PRNewswire-FirstCall/ -- MTS -- Mer Telemanagement Solutions Ltd. (Nasdaq SmallCap: MTSL - News), a global provider of Operations Support Systems (OSS) for comprehensive Telecommunication Management and Customer Care & Billing solutions, today reported its financial results for the quarter ended June 30, 2005. Revenues for the second quarter were $2.8 million, compared to $2.0 million reported in the second quarter of 2004, an increase of 41%. Net loss for the quarter was $1.15 million ($0.24 basic and diluted net loss per ordinary share), compared to a net loss of $929,000 ($0.20 basic and diluted net loss per ordinary share) for the second quarter of 2004. Eytan Bar, President and Chief Executive Officer of MTS, commented, "We continued to experience revenue and backlog growth in the second quarter, driven by increased sales of our billing solutions to the service provider and carrier markets. In addition, we increased our penetration of the enterprise market, and launched our latest suite of telemanagement products, the Invoice Management Solution, as part of the total Telecommunications Expense Management Solution for Enterprises." "MTS' overall business continues to expand and we are executing our growth strategy as planned," continued Mr. Bar. "Our pipeline of orders is developing nicely and we are expanding our sales channels through strategic partnerships with market leading companies. Furthermore, the investments we made in R&D and sales and marketing over the past year are now supporting our expansion initiatives." Gross profit for the second quarter rose 31% to $1.94 million as a result of increased sales of products and services. This compares to gross profit of $1.49 million reported in the second quarter of 2004 and $ 1.89 million in the first quarter of 2005. Research and development expenses doubled to $1.17 million compared to the $569,000 reported in the second quarter of 2004, but declined 13% compared to the $1.34 million reported in the first quarter of this year. The sharp year- over-year increase in R&D expenses relates primarily to the continued integration of TeleKnowledge's R&D group, as well as to the Company's continuing investment in product development. Selling and marketing expenses were $1.37 million in the second quarter, reflecting a modest decline year-over-year, compared to $1.40 million reported in the second quarter of 2004, and a 10% decline compared to the first quarter of 2005. The continued reduction in selling and marketing demonstrates MTS' commitment to focus on the growing areas of its business. Shlomi Hagai, Corporate COO & CFO, stated, "MTS ended the second quarter with a healthy, accumulated backlog of orders of approximately $2 million, compared to $1 million at the end of the first quarter. In addition, this marks the third consecutive quarter in which we have grown our order backlog. Moreover, it is the fourth consecutive quarter in which we have experienced revenue growth. We believe that our commitment to bring spending more in line with revenue generation positions us well for the future." MTS' cash and cash equivalents, including marketable securities, were $1.88 million as of June 30, 2005. The Company improved its cash position on August 10, 2005 when it entered into definitive agreements with institutional and private investors for a private placement of ordinary shares and warrants that raised $2.8 million. If the warrants are exercised in full the Company will raise an additional $1.5 million. "We plan to use the proceeds from this financing to execute our growth strategy and to fund expanding activities in R&D and sales and marketing. We believe that our investment in these operational activities will drive future growth and ultimately improve our operating results," concluded Mr. Hagai. Six Months Results Revenues for the first six months of FY 2005 were $5.5 million, compared to $4.3 million reported in the first six months of FY 2004, an increase of 27%. Net loss for the period was $3.2 million ($0.68 basic and diluted net loss per ordinary share), compared to the net loss of $1.1 million ($0.24 basic and diluted net loss per ordinary share) for comparable period of FY 2004. Conference Call Information MTS will conduct a teleconference to discuss the second quarter results on Thursday, August 11, at 11:00 AM Eastern Time (18:00 Israel Time). To access the call, please dial 1-877-270-4109 from the US or Canada (toll free), 1-809- 315-341 from Israel (toll free), or 1-706-679-0560 from other locations approximately 5-10 minutes prior to the starting time. A replay of the call also will be available from 2:00 PM ET on Thursday, August 11, 2005, until 11:59 PM ET on Thursday, August 18. To access the replay please, dial 1-800-642-1687 from the US or Canada (toll free), 1-809- 315-356 from Israel (toll free), or 1-706-645-9291 from other locations and enter conference ID#7748694. About MTS Mer Telemanagement Solutions Ltd. is a global provider of operations support systems (OSS) for comprehensive telecommunication management and customer care & billing solutions. MTS' OSS is a full-featured customized solution for telecommunications management and customer care & billing. Its telecommunications enterprise resource planning (ERP) application suite is used by corporations and organizations to improve the efficiency and performance of all telecommunication and information technology (IT) operations, and to significantly reduce associated costs. Its affordable customer care and billing (CC&B) solutions are used by service providers and operators to support sophisticated billing, web-based self-provisioning and other revenue-generating applications. Headquartered in Israel, MTS markets through wholly owned subsidiaries in the United States, Hong Kong, Holland, and Brazil, and through OEM partnerships with Siemens, Phillips, and other PABX vendors. Its legacy call accounting solutions have been installed by over 60,000 customers in 60 countries. MTS' shares are traded on the Nasdaq SmallCap Market (symbol MTSL). For more information please visit the MTS web site: 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. Contacts: Company Investor Relations: Shlomi Hagai Kathy Price Corporate COO & CFO Managing Director MTS - MER Telemanagement Solutions The Anne McBride Company, Inc. Tel: +972-9762-1733 Tel: 212-983-1702 ext. 212 Email: Shlomi.Hagai@mtsint.com Email: kprice@annemcbride.com CONSOLIDATED STATEMENTS OF OPERATIONS U.S. Dollars in thousands (except share data) Three months ended Six months ended Year ended June 30, June 30, December 31, 2005 2004 2005 2004 2004 Unaudited Revenues from products and services $2,812 $1,992 $5,538 $4,351 $9,413 Cost of revenues from products and services 869 506 1,707 1,047 2,814 Gross profit 1,943 1,486 3,831 3,304 6,599 Operating expenses: Research and development 1,167 569 2,510 1,103 2,362 Selling and marketing 1,370 1,397 2,897 2,522 6,300 General and administrative 677 490 1,722 887 2,101 Total operating expenses 3,214 2,456 7,129 4,512 10,763 Operating loss (1,271) (970) (3,298) (1,208) (4,164) Financial income, net 11 (8) 30 19 78 Other income (expenses), net 72 2 74 (30) -- Loss before taxes on income (1,188) (976) (3,194) (1,219) (4,086) Taxes on income -- 2 -- 2 266 (1,188) (978) (3,194) (1,221) (4,352) Equity in earnings of affiliate 39 49 11 95 225 Net loss $(1,149) $(929) $(3,183) $(1,126) $(4,127) Net loss per share: Basic and diluted net loss per Ordinary share $ (0.24) $(0.20) $(0.68) $(0.24) $(0.89) Weighted average number of Ordinary shares used in computing basic and diluted net loss per share 4,712,561 4,633,471 4,675,283 4,629,082 4,634,413 CONSOLIDATED BALANCE SHEETS U.S. Dollars in thousands (except share data) June 30, December 31, 2005 2004 2004 Unaudited ASSETS CURRENT ASSETS: Cash and cash equivalents $1,750 $8,461 $3,814 Marketable securities 126 1,498 1,057 Trade receivables, net 1,853 1,069 1,348 Other accounts receivable and prepaid expenses 408 580 391 Inventories 180 193 178 Total current assets 4,317 11,801 6,788 LONG- TERM INVESTMENTS: Investment in an affiliate 1,707 1,760 2,119 Long-term loans, net of current maturities 26 73 45 Severance pay fund 518 565 535 Other investments 373 371 373 Total long-term investments 2,624 2,769 3,072 PROPERTY AND EQUIPMENT, NET 583 460 581 OTHER ASSETS: Goodwill 3,511 2,025 3,415 Other intangible assets, net 1,169 128 1,394 Deferred income taxes 73 105 73 Total other assets 4,753 2,258 4,882 Total assets $12,277 $17,288 $15,323 CONSOLIDATED BALANCE SHEETS U.S. Dollars in thousands (except share data) June 30, December 31, 2005 2004 2004 Unaudited LIABILITIES AND SHAREHOLDERS' EQUITY CURRENT LIABILITIES: Current maturities of long-term loans $- $4 $- Trade payables 727 311 719 Accrued expenses and other liabilities 2,197 1,722 2,042 Deferred revenues 1,144 1,218 1,254 Total current liabilities 4,068 3,255 4,015 LONG-TERM LIABILITIES: Accrued severance pay 660 647 651 Total long-term liabilities 660 647 651 SHAREHOLDERS' EQUITY: Share capital - Ordinary shares of NIS 0.01 par value - Authorized: 12,000,000 shares; Issued: 4,796,304 shares at June 30, 2005 and 4,648,804 shares at December 31,2004; Outstanding: 4,785,504 shares at June 30, 2005 and 4,638,004 at December 31, 2004 15 14 14 Additional paid-in capital 13,267 12,638 12,879 Treasury shares (29) (20) (29) Deferred stock compensation (176) - (208) Accumulated other comprehensive income 2 100 348 Retained earnings (accumulated deficit) (5,530) 654 (2,347) Total shareholders' equity 7,549 13,386 10,657 Total liabilities and shareholders' equity $12,277 $17,288 $15,323 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 11, 2005 -----END PRIVACY-ENHANCED MESSAGE-----