SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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
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Eytan Bar
President and
Chief Executive Officer
Date: May 11, 2006