-----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, LBAJdGfc9bV2M39p72rF+IdegSOUy3ufBD1BNts7Ui5S/Be/7D8ozYqlnG9Dpblh 5nCR6fAfFq0oBCGQEEUzjw== <SEC-DOCUMENT>0001144204-10-043008.txt : 20100812 <SEC-HEADER>0001144204-10-043008.hdr.sgml : 20100812 <ACCEPTANCE-DATETIME>20100812080019 ACCESSION NUMBER: 0001144204-10-043008 CONFORMED SUBMISSION TYPE: 6-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20100812 FILED AS OF DATE: 20100812 DATE AS OF CHANGE: 20100812 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: 101009471 BUSINESS ADDRESS: STREET 1: 22 ZARHIN STREET CITY: RA'ANANA STATE: L3 ZIP: 43662 BUSINESS PHONE: 972 9 7621 733 MAIL ADDRESS: STREET 1: 22 ZARHIN STREET CITY: RA'ANANA STATE: L3 ZIP: 43662 </SEC-HEADER> <DOCUMENT> <TYPE>6-K <SEQUENCE>1 <FILENAME>v193479_6k.txt <TEXT> SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ----------------------- FORM 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 2010 MER TELEMANAGEMENT SOLUTIONS LTD. (Name of Registrant) 14 Hatidhar Street, Ra'anana 43665, 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. <PAGE> MER Telemanagement Solutions Ltd. 6-K Item 1. MTS Announces Second Quarter 2010 Financial Results <PAGE> SIGNATURE 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: -------------------------------- Eytan Bar Chief Executive Officer Date: August 12, 2010 </TEXT> </DOCUMENT> <DOCUMENT> <TYPE>EX-99.1 <SEQUENCE>2 <FILENAME>v193479_ex99-1.txt <TEXT> [MTS LOGO] MTS Announces Second Quarter 2010 Financial Results --------------------------------------------------- Ra'anana, Israel -August 12, 2010 - MTS - Mer Telemanagement Solutions Ltd. (Nasdaq Capital Market: MTSL), a global provider of business support systems (BSS) for comprehensive telecommunication management, telecommunications expense management (TEM) solutions and customer care & billing (CC&B) solutions, today announced its financial results for the second quarter of 2010. Revenues for the second quarter of 2010 were $3.1 million, compared with $2.9 million in revenues during the same quarter last year and revenues of $2.9 million in the first quarter of 2010. The Company's operating profit was $42,000 in the second quarter of 2010 compared to an operating loss of $394,000 for the second quarter of 2009. Net income for the second quarter was $47,000 or $0.01 per diluted share, compared with a net loss of $414,000 or $(0.09) per diluted share in the second quarter of 2009. Revenues for the six month period ended June 30, 2010 were $5.7 million, compared with $4.8 million for the comparable period in 2009. Net income for the six months ended June 30, 2009 was $45,000 or $0.01 per diluted share, compared with a net loss of $678,000 or ($0.15) per diluted share in the comparable period in 2009. All numbers relating to our ordinary shares and earnings per share have been adjusted to reflect the reverse stock split that became effective on March 2, 2010. "Our second quarter results were in line with our expectations for improved operating results. They reflect the focus we placed on improving our implementation processes while closely monitoring our overall costs," said Eytan Bar, CEO of MTS. "The Company continues to see market opportunities as we leverage our solutions and our strategy to grow our Telecom Expense Management business through partners. In addition, the Company's MVNE activity has grown. Our billing software is being provided to Mobile Virtual Network Operator's (MVNO) as a licensed software offering internationally, and as a managed service in the U.S." concluded Mr. Bar. 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. <PAGE> AnchorPoint TEM solutions enable enterprises to gain visibility and control of strategic assets that drive key business processes and crucial competitive advantage. The AnchorPoint's software, consulting and managed services solutions - -- including integrated Invoice, Asset, and Usage Management and Business Analytics tools -- provide professionals at every level of the organization with rapid access to concise, actionable data. 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, WiMAX, MVNO) to rapidly install a full-featured and scaleable solution. Headquartered in Israel, MTS markets its solutions through wholly owned subsidiaries in the United States, Hong Kong and The Netherlands 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: Company: Alon Mualem CFO Tel: +972-9-7777-540 Email: Alon.Mualem@mtsint.com <PAGE> CONSOLIDATED BALANCE SHEETS - -------------------------------------------------------------------------------- U.S. dollars in thousands June 30, December 31, ------------ ------------ 2010 2009 ------------ ------------ ASSETS CURRENT ASSETS: Cash and cash equivalents $ 1,853 $ 2,173 Restricted marketable securities 110 227 Trade receivables, net 842 771 Unbilled receivables 10 10 Other accounts receivable and prepaid expenses 296 376 Inventories 29 39 ------------ ------------ Total current assets 3,140 3,596 ------------ ------------ LONG-TERM ASSETS: Severance pay fund 715 767 Other investments 30 31 Deferred income taxes 35 35 ------------ ------------ Total long-term assets 780 833 ------------ ------------ PROPERTY AND EQUIPMENT, NET 154 175 ------------ ------------ OTHER ASSETS: Goodwill 3,479 3,479 Other intangible assets, net 1,603 1,807 ------------ ------------ Total other assets 5,082 5,286 ------------ ------------ Total assets $ 9,156 $ 9,890 ============ ============ <PAGE> CONSOLIDATED BALANCE SHEETS - -------------------------------------------------------------------------------- U.S. dollars in thousands (except share and per share data) June 30, December 31, ------------ ------------ 2010 2009 ------------ ------------ LIABILITIES AND SHAREHOLDERS' EQUITY CURRENT LIABILITIES: Trade payables $ 494 $ 432 Accrued expenses and other liabilities 2,221 2,531 Deferred revenues 2,318 2,741 ------------ ------------ Total current liabilities 5,033 5,704 ------------ ------------ LONG-TERM LIABILITIES - Accrued severance pay 968 1,071 ------------ ------------ COMMITMENTS AND CONTINGENT LIABILITIES SHAREHOLDERS' EQUITY: Share capital 13 13 Additional paid-in capital 19,629 19,577 Treasury shares (29) (29) Accumulated other comprehensive income (34) 23 Accumulated deficit (16,424) (16,469) ------------ ------------ Total shareholders' equity 3,155 3,115 ------------ ------------ Total liabilities and shareholders' equity $ 9,156 $ 9,890 ============ ============ <PAGE> CONSOLIDATED STATEMENTS OF OPERATIONS - -------------------------------------------------------------------------------- U.S. dollars in thousands (except share and per share data) <TABLE> <CAPTION> Six months ended Three months ended June 30, June 30, ---------------------------- --------------------------- 2010 2009 2010 2009 ------------ ------------ ------------ ------------ <S> <C> <C> <C> <C> Revenues: Product sales $ 2,387 $ 2,741 $ 1,270 $ 1,442 Services 3,546 2,977 1,785 1,484 ------------ ------------ ------------ ------------ Total revenues 5,933 5,718 3,055 2,926 ------------ ------------ ------------ ------------ Cost of revenues: Product sales 930 1,005 526 531 Services 1,674 1,003 830 538 ------------ ------------ ------------ ------------ Total cost of revenues 2,604 2,008 1,356 1,069 ------------ ------------ ------------ ------------ Gross profit 3,329 3,710 1,699 1,857 ------------ ------------ ------------ ------------ Operating expenses: Research and development, net of grants from the OCS 671 1,047 346 527 Selling and marketing 886 1,517 449 740 General and administrative 1,697 1,862 862 984 ------------ ------------ ------------ ------------ Total operating expenses 3,254 4,426 1,657 2,251 ------------ ------------ ------------ ------------ Operating profit (loss) 75 (716) 42 (394) Financial income (expenses), net (18) 38 15 (20) Capital gain on sale of investment -- -- -- -- ------------ ------------ ------------ ------------ Income (loss) before taxes on income 57 (678) 57 (414) Tax on income, net 12 -- 10 -- ------------ ------------ ------------ ------------ Net income (loss) $ 45 $ (678) $ 47 $ (414) ============ ============ ============ ============ Net Income (loss) per share: Basic and diluted net income (loss) per Ordinary share $ 0.01 $ (0.15) $ 0.01 $ (0.09) ============ ============ ============ ============ Weighted average number of Ordinary shares used in computing basic and diluted net loss per share 4,458,975 4,458,975 4,458,975 4,458,975 ============ ============ ============ ============ </TABLE> </TEXT> </DOCUMENT> </SEC-DOCUMENT> -----END PRIVACY-ENHANCED MESSAGE-----