-----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, Aq/2srzc3KoCZN1iWbGW7NU3p4T8DXupOtJprfyvEg81sUmZkyPA8S9hr7taX3RY z0KjwrUieqgNPWgbCbNITA== 0000910662-06-000197.txt : 20060511 0000910662-06-000197.hdr.sgml : 20060511 20060511134055 ACCESSION NUMBER: 0000910662-06-000197 CONFORMED SUBMISSION TYPE: 6-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20060511 FILED AS OF DATE: 20060511 DATE AS OF CHANGE: 20060511 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: 06829214 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 mts6k051106.txt PRESS RELEASE WITH 1Q 2006 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 May 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 First Quarter 2006 Financial Results dated May 11, 2006. ITEM 1 Press Release Source: Mer Telemanagement Solutions Ltd. MTS Announces First Quarter 2006 Financial Results Thursday May 11, 7:30 am ET RA'ANANA, Israel, May 11 /PRNewswire-FirstCall/ -- MTS - Mer Telemanagement Solutions Ltd. (Nasdaq: MTSL - News), a global provider of business support systems for comprehensive telecommunication management and customer care & billing solutions, today reported its financial results for the first quarter of 2006, ended March 31, 2006. Revenues for the first quarter were $2.8 million, which represents a 3% increase over the $2.7 million reported in the first quarter of 2005. Net loss for the quarter was $485,000 ($0.08 basic and diluted net loss per ordinary share), which compares to the net loss of $2.0 million ($0.44 basic and diluted net loss per ordinary share), reported for the first quarter of 2005. The net loss narrowed year-over-year due to a reduction in total operating expenses. MTS ended the first quarter with a solid, accumulated backlog of orders of approximately $2.7 million. The backlog represents orders booked but not yet recognized as revenue as of March 31, 2006. Eytan Bar, President and Chief Executive Officer commented, "During the first quarter, MTS once again executed on its business strategy and capitalized on new opportunities. We continued to cultivate business relationships and added new partners in Europe, as well as gained market recognition with our customer care and billing solution. "MTS also continued to invest significantly in its future according to the company's strategy. We continue to believe this investment is crucial to the success of MTS, as these enhancements and new products will give us leverage in market share and sales, and ultimately drive toward sustainable growth." At the end of the first quarter of fiscal year 2006, MTS implemented the Statement of Financial Accounting Standard No. 123(R), "Share-based Payments," which requires expensing the fair value of grants made under stock option programs over the vesting period of the options beginning on January 1, 2006. Shlomi Hagai, Corporate COO & CFO, noted, "We continued to deliver solid top line performance in the first quarter despite unanticipated extended sales cycles in some of the markets in which we participate. We believe that our commitment to monitor and maintain expenses will allow us to continue to improve our bottom line performance going forward." Conference Call Information MTS will conduct a teleconference to discuss the first quarter results on Thursday, May 11, at 11:00 a.m. Eastern Time (18:00 Israel Time). To access the call, please dial +1-877-270-4109 from the US or Canada (toll-free), +1- 809 457 877 from Israel (toll-free), or +1-706-679-0560 from other locations, at least 10 minutes prior to the commencement of the call. Reference the MTS conference call or conference ID #7723230. A replay of the call also will be available from 2:00 PM ET on Thursday, May 11, 2006, until 11:59 PM ET on Thursday, May 18/ (06:59 Israel Time on Friday, May 19). To access the replay please, dial +1-800-642-1687 from the US or Canada (toll-free), +1-809 458 731 from Israel (toll-free), or +1-706- 645-9291 from other locations and enter conference ID#7723230. 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 Application Suite has provided customers with a unified view of telecommunication usage, proactive budget control, personal call management, employee cost awareness and more. MTS' 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 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, Holland, and Brazil, and 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: 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 Deputy Managing Director MTS - MER Telemanagement Solutions The Global Consulting Group Tel: +972-9762-1733 Tel: +1-646-284-9430 Email: Shlomi.Hagai@mtsint.com Email: kprice@hfgcg.com CONSOLIDATED STATEMENTS OF OPERATIONS U.S. dollars in thousands (except share and per share data) Three months ended Year ended March 31, December 31, 2006 2005 2005 Unaudited Audited Revenues $2,814 $2,726 $11,563 Cost of revenues (*) 934 887 3,802 Gross profit 1,880 1,839 7,761 Operating expenses: Research and development, net (*) 1,060 1,294 4,395 Selling and marketing (*) 830 1,527 4,797 General and administrative (*) 578 1,045 2,830 Total operating expenses 2,468 3,866 12,022 Operating loss (588) (2,027) (4,261) Financial income, net 37 19 53 Other income, net - 2 - Loss before taxes on income (551) (2,006) (4,208) Taxes on income 3 - 10 Loss before equity in earnings (losses) of affiliate (554) (2,006) (4,218) Equity in earnings (losses) of affiliate 69 (28) 2 Net loss $ (485) $ (2,034) $(4,216) Basic and diluted net loss per Ordinary share $(0.08) $(0.44) $(0.83) Weighted average number of Ordinary shares used in computing basic and diluted net loss per share 5,744,864 4,638,004 5,092,117 (*) Including stock-based employee compensation in the amounts of $10, $15, $13 and $25 in cost of revenues, research and development, selling and marketing and general and administrative, respectively. The accompanying notes are an integral part of the consolidated financial statements. CONSOLIDATED BALANCE SHEETS U.S. dollars in thousands March 31, December 31, 2006 2005 2005 Unaudited Audited ASSETS CURRENT ASSETS: Cash and cash equivalents $2,438 $2,581 $3,191 Marketable securities 134 695 132 Trade receivables, net 2,298 1,441 1,895 Unbilled receivables 146 - 104 Other accounts receivable and prepaid expenses 425 453 491 Inventories 169 192 181 Total current assets 5,610 5,362 5,994 LONG-TERM INVESTMENTS: Investment in an affiliate 1,795 1,987 1,615 Long-term loans, net of current maturities - 36 3 Severance pay fund 514 604 478 Other investments 365 373 347 Total long-term investments 2,674 3,000 2,443 PROPERTY AND EQUIPMENT, NET 544 604 571 OTHER ASSETS: Goodwill 3,787 3,446 3,700 Other intangible assets, net 905 1,268 993 Deferred income taxes 115 73 115 Total other assets 4,807 4,787 4,808 Total assets $13,635 $13,753 $13,816 The accompanying notes are an integral part of the consolidated financial statements. CONSOLIDATED BALANCE SHEETS U.S. dollars in thousands (except share and per share data) March 31, December 31, 2006 2005 2005 Unaudited Audited LIABILITIES AND SHAREHOLDERS' EQUITY CURRENT LIABILITIES: Trade payables $665 $841 $735 Accrued expenses and other liabilities 2,402 2,237 2,306 Deferred revenues 868 1,309 888 Total current liabilities 3,935 4,387 3,929 LONG-TERM LIABILITIES: Accrued severance pay 770 754 713 Total long-term liabilities 770 754 713 SHAREHOLDERS' EQUITY: Share capital - Ordinary shares of NIS 0.01 par value - Authorized: 12,000,000 shares at March 31, 2006 and 2005 and December 31, 2006; Issued: 5,774,645, 4,648,804 and 5,744,304 shares at March 31, 2006 and 2005 and December 31,2005, respectively; Outstanding: 5,763,845, 4,638,004 and 5,733,504 shares at March 31, 2006 and 2005 and December 31, 2005 17 14 17 Additional paid-in capital 15,964 12,966 15,966 Treasury shares (10,800 Ordinary shares) (29) (29) (29) Deferred stock compensation - (191) (142) Accumulated other comprehensive income (loss) 26 233 (75) Accumulated deficit (7,048) (4,381) (6,563) Total shareholders' equity 8,930 8,612 9,174 Total liabilities and shareholders' equity $13,635 $13,753 $13,816 The accompanying notes are an integral part of the consolidated financial statements. 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: May 11, 2006 -----END PRIVACY-ENHANCED MESSAGE-----