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 November 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 Third Quarter 2006 Financial Results
dated November 9, 2006.
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: November 9, 2006
 |
MTS ANNOUNCES THIRD QUARTER 2006 FINANCIAL RESULTS
RA'ANANA, ISRAEL - NOVEMBER 9, 2006 - MTS - MER TELEMANAGEMENT SOLUTIONS LTD.
(NASDAQ CAPITAL MARKET: MTSL), a global provider of business support systems
(BSS) for comprehensive telecommunication management and customer care & billing
(CC&B) solutions, today announced its financial results for the third quarter of
2006, ended September 30, 2006.
Revenues for the third quarter were $2.7 million, compared with revenues of $3.0
million in the third quarter of 2005. Revenues for the nine month period ended
September 30, 2006 were $8.2 million, compared with revenues of $8.6 million for
the 2005 nine month period.
Net loss for the third quarter was $644,000 or $0.11 diluted per share, compared
with a net loss of $698,000 or $0.13 diluted per share, in the third quarter of
2005. Net loss for the nine month period ended September 30, 2006 was $1.6
million, or $0.27 diluted per share, a decline of 60% compared with a net loss
of $3.9 million or $0.79 diluted per share, for the 2005 nine month period.
MTS ended the third quarter with an accumulated backlog of orders of
approximately $1.2 million. The backlog represents orders booked but not yet
recognized as revenue as of September 30, 2006.
"We believe in our growth strategy and are looking to see better results from
our mature CC&B and Interconnect solutions while developing the Invoice
management solutions as an additional growth engine for the coming years" said
Eytan Bar, President & CEO of MTS.
CONFERENCE CALL INFORMATION
MTS will conduct a teleconference to discuss the third quarter results on
Thursday, November 9 at 11:00 a.m Eastern Time/6:00 p.m Israel time.
To access the conference call, please dial +1-877-210-6102 (U.S.),
+1-785-830-1916 (international), at least 10 minutes prior to commencement of
the call. Reference the MTS conference call or conference ID #MULTIVU
A replay of the call will be available from November 9 through 11:59 p.m.
EST on November 16. To access the replay, please dial +1-800-839-5324.
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.
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, MVNO) to rapidly install a full-featured and scaleable
solution. MTS's 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, The Netherlands, and Brazil, 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:
Shlomi Hagai Ronit Weiner
Corporate COO & CFO Communications Managing Director
Tel: +972-9-762-1733 Tel: +972-54-666-4737
Email: shlomi.hagai@mtsint.com Email: ronit.weiner@mtsint.com
-FINANCIALS TABLES FOLLOW-
CONSOLIDATED BALANCE SHEETS
--------------------------------------------------------------------------------
U.S. DOLLARS IN THOUSANDS
SEPTEMBER 30, DECEMBER 31,
--------------------
2006 2005 2005
------- ------- -------
UNAUDITED AUDITED
-------------------- -------
ASSETS
CURRENT ASSETS:
Cash and cash equivalents $ 1,557 $ 3,712 $ 3,191
Marketable securities 153 118 132
Trade receivables, net 2,361 1,620 1,895
Unbilled receivables 220 268 104
Other accounts receivable and prepaid expenses 692 390 491
Inventories 137 161 181
------- ------- -------
TOTAL current assets 5,120 6,269 5,994
------- ------- -------
LONG- TERM INVESTMENTS:
Investment in an affiliate 1,572 1,738 1,615
Long-term loans, net of current maturities - 9 3
Severance pay fund 620 480 478
Other investments 365 387 347
------- ------- -------
TOTAL long-term investments 2,557 2,614 2,443
------- ------- -------
PROPERTY AND EQUIPMENT, NET 461 573 571
------- ------- -------
OTHER ASSETS:
Goodwill 4,069 3,626 3,700
Other intangible assets, net 1,781 1,081 993
Deferred income taxes 115 73 115
------- ------- -------
TOTAL other assets 5,965 4,780 4,808
------- ------- -------
TOTAL assets $14,103 $14,236 $13,816
======= ======= =======
CONSOLIDATED BALANCE SHEETS
--------------------------------------------------------------------------------
U.S. DOLLARS IN THOUSANDS (EXCEPT SHARE AND PER SHARE DATA)
SEPTEMBER 30, DECEMBER 31,
-----------------------
2006 2005 2005
-------- -------- --------
UNAUDITED AUDITED
----------------------- --------
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES:
Current maturities on bank loan $ 167 $ - $ -
Trade payables 620 688 735
Accrued expenses and other liabilities 2,439 2,396 2,306
Deferred revenues 1,082 968 888
-------- -------- --------
TOTAL current liabilities 4,308 4,052 3,929
-------- -------- --------
LONG-TERM LIABILITIES:
Long term bank loan 833 - -
Accrued severance pay 906 685 713
-------- -------- --------
TOTAL long-term liabilities 1,739 685 713
-------- -------- --------
SHAREHOLDERS' EQUITY:
Share capital -
Ordinary shares of NIS 0.01 par value - Authorized:
12,000,000 shares at September 30, 2006 and 2005 and
December 31, 2006; Issued: 5,784,645, 5,734,304 and
5,744,304 shares at September 30, 2006 and 2005 and
December 31,2005, respectively; Outstanding: 5,773,845,
5,723,504 and 5,733,504 shares at September 30, 2006 and
2005 and December 31, 2005 17 17 17
Additional paid-in capital 16,072 15,917 15,966
Treasury shares (10,800 Ordinary shares) (29) (29) (29)
Deferred stock compensation - (159) (142)
Accumulated other comprehensive income (loss) 136 (19) (75)
Accumulated deficit (8,140) (6,228) (6,563)
-------- -------- --------
TOTAL shareholders' equity 8,056 9,499 9,174
-------- -------- --------
TOTAL liabilities and shareholders' equity $ 14,103 $ 14,236 $ 13,816
======== ======== ========
CONSOLIDATED STATEMENTS OF OPERATIONS
--------------------------------------------------------------------------------
U.S. DOLLARS IN THOUSANDS (EXCEPT SHARE AND PER SHARE DATA)
NINE MONTHS ENDED THREE MONTHS ENDED YEAR ENDED
SEPTEMBER 30, SEPTEMBER 30, DECEMBER 31,
--------------------------- ---------------------------
2006 2005 2006 2005 2005
----------- ----------- ----------- ----------- -----------
UNAUDITED AUDITED
----------------------------------------------------------- -----------
Revenues $ 8,170 $ 8,551 $ 2,652 $ 3,013 $ 11,563
Cost of revenues (*)2,641 2,954 (**)813 1,061 3,802
----------- ----------- ----------- ----------- -----------
Gross profit 5,529 5,597 1,839 1,952 7,761
----------- ----------- ----------- ----------- -----------
Operating expenses:
Research and development, net (*)2,873 3,442 (**)915 1,118 4,395
Selling and marketing (*)2,397 3,881 (**)814 984 4,797
General and administrative (*)1,954 2,310 (**)746 588 2,830
----------- ----------- ----------- ----------- -----------
TOTAL operating expenses 7,224 9,633 2,475 2,690 12,022
----------- ----------- ----------- ----------- -----------
Operating loss (1,695) (4,036) (636) (738) (4,261)
Financial income (expenses), net (49) 96 (60) (8) 53
----------- ----------- ----------- ----------- -----------
Loss before taxes on income (1,744) (3,940) (696) (746) (4,208)
Taxes on income 3 - - - 10
----------- ----------- ----------- ----------- -----------
Loss before equity in earnings of
affiliate (1,747) (3,940) (696) (746) (4,218)
Equity in earnings of affiliate 170 59 52 48 2
----------- ----------- ----------- ----------- -----------
Net loss $ (1,577) $ (3,881) $ (644) $ (698) $ (4,216)
=========== =========== =========== =========== ===========
Basic and diluted net loss per Ordinary share $ (0.27) $ (0.79) $ (0.11) $ (0.13) $ (0.83)
=========== =========== =========== =========== ===========
Weighted average number of Ordinary shares used
in computing basic and diluted net loss per
share 5,758,850 4,885,710 5,765,289 5,306,565 5,092,117
=========== =========== =========== =========== ===========
(*) Including stock-based employee compensation in the amounts of $ 20, $ 82, $
14 and $ 59 in cost of revenues, research and development, selling and
marketing and general and administrative, respectively.
(**) Including stock-based employee compensation in the amounts of $5, $22,
$4 and $13 in cost of revenues, research and development, selling and
marketing and general and administrative, respectively.