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 February 2007
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 Fourth Quarter 2006 and Annual
Financial Results, dated February 7, 2007.
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: February 7, 2007
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MTS ANNOUNCES FOURTH QUARTER 2006 AND ANNUAL FINANCIAL RESULTS
RA'ANANA, ISRAEL - FEBRUARY 7, 2007 - 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 fourth quarter
of 2006 and the year ended December 31, 2006.
Revenues for the fourth quarter of 2006 were $2.9 million, compared with
revenues of $3.0 million in the fourth quarter of 2005. Revenues for the twelve
month period ended December 31, 2006 were $11.0 million, compared with revenues
of $11.6 million for the 2005 twelve month period.
Operating income for the fourth quarter of 2006 was $17,000 compared with a loss
of $225,000 in the fourth quarter of 2005. Operating loss for the twelve month
period ended December 31, 2006 decrease 61% to $1.7 million, compared with a
loss of $4.3 million for the 2005 twelve month period.
Net profit for the fourth quarter was $50,000 or $0.01 per diluted share,
compared with a net loss of $335,000 or ($0.06) per diluted share in the fourth
quarter of 2005. Net loss for the twelve month period ended December 31, 2006
decline by 64% to $1.5 million, or ($0.27) per diluted share, compared with a
net loss of $4.2 million or ($0.83) per diluted share for the 2005 twelve month
period.
MTS ended the fourth quarter with an accumulated backlog of orders of
approximately $1.3 million. The backlog represents orders booked but not yet
recognized as revenue as of December 31, 2006.
Mr. Eytan Bar, President and CEO of MTS said "In the last few years MTS invested
in its growth strategy plan which relies on our telecom expense management (TEM)
and billing solutions. In 2006, we successfully established new partnerships
with NEC to provide our TEM solution and with an additional major network vendor
to provide our IPTV and convergent billing solutions.
In the last two years we successfully implemented our new billing and
interconnect solutions worldwide and we started to gain market recognition which
exposes us to new market opportunities and increases our chances of closing new
contracts. We started implementations of our TEM solution for several customers
in the US and Europe in 2006 and we are about to complete them during 2007.
In 2006, we expanded our presence in the US telemanagement market by acquiring
TelSoft Solutions, a California based telemanagement solutions company. We
believe that their large customer installed base in the US is a key to our
success with our new TEM offerings.
"We see the market opportunities and are ready to leverage our solutions.
We are looking forward to improve both our top and bottom line performance,"
concluded Mr. Bar.
CONFERENCE CALL INFORMATION
MTS will conduct a teleconference to discuss the fourth quarter results on
Wednesday, February 7 at 11:00 a.m Eastern Time/6:00 p.m Israel time.
To access the conference call, please dial +1-800-896-8445 (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 February 7 through 11:59 p.m.
EST on February 14. To access the replay, please dial +1-800-753-5575.
ABOUT MTS
Mer Telemanagement Solutions Ltd. (MTS) is a global provider of business support
systems for comprehensive telecommunication management and customer care &
billing solutions. MTS' business support system is a full-featured customized
solution for telecommunications management, Interconnect and customer care &
billing. Its telecommunications expense management solution is used by
corporations and organizations to improve the efficiency and performance of all
telecommunication and information technology operations, and to significantly
reduce associated costs. Its service providers and carriers solutions are used
to support sophisticated billing, web-based self-provisioning, partners
management and interconnect billing.
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, 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
Corporate COO & CFO
Tel: +972-9-762-1733
Email: shlomi.hagai@mtsint.com
CONSOLIDATED BALANCE SHEETS
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U.S. DOLLARS IN THOUSANDS
DECEMBER 31,
------------------
2005 2006
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ASSETS
CURRENT ASSETS:
Cash and cash equivalents $ 3,191 $ 1,474
Short term bank deposits - 100
Marketable securities 132 159
Trade receivables (net of allowance for doubtful accounts
of $ 402 and $ 505 at December 31, 2005 and 2006,
respectively) 1,895 2,876
Unbilled receivables 104 214
Other accounts receivable and prepaid expenses 491 763
Inventories 181 138
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TOTAL current assets 5,994 5,724
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LONG-TERM ASSETS:
Investments in an affiliate 1,615 1,598
Long-term loans, net of current maturities 3 -
Severance pay fund 478 673
Other investments 347 366
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TOTAL long-term assets 2,443 2,637
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PROPERTY AND EQUIPMENT, NET 571 439
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OTHER ASSETS:
Goodwill 3,700 4,119
Other intangible assets, net 993 1,639
Deferred income taxes 115 166
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TOTAL other assets 4,808 5,924
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TOTAL assets $13,816 $14,724
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CONSOLIDATED BALANCE SHEETS
--------------------------------------------------------------------------------
U.S. DOLLARS IN THOUSANDS (EXCEPT SHARE AND PER SHARE DATA)
DECEMBER 31,
---------------------
2005 2006
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LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES:
Short term bank credit $ - $ 4
Current maturities on bank loan - 417
Trade payables 735 510
Accrued expenses and other liabilities 2,306 2,458
Deferred revenues 888 1,545
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TOTAL current liabilities 3,929 4,934
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LONG-TERM LIABILITIES:
Long term bank loan - 583
Accrued severance pay 713 946
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TOTAL long-term liabilities 713 1,529
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SHAREHOLDERS' EQUITY:
Share capital -
Ordinary shares of NIS 0.01 par value - Authorized: 12,000,000 shares at
December 31, 2005 and 2006; Issued: 5,744,304 and 5,784,645 shares at
December 31, 2005 and 2006, respectively; Outstanding: 5,733,504 and
5,773,645 shares at December 31, 2005 and 2006, respectively 17 17
Additional paid-in capital 15,966 16,109
Treasury shares (10,800 Ordinary shares at December 31, 2005 and 2006) (29) (29)
Deferred stock compensation (142) -
Accumulated other comprehensive income (loss) (75) 254
Accumulated deficit (6,563) (8,090)
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TOTAL shareholders' equity 9,174 8,261
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TOTAL liabilities and shareholders' equity $ 13,816 $ 14,724
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CONSOLIDATED STATEMENTS OF OPERATIONS
--------------------------------------------------------------------------------
U.S. DOLLARS IN THOUSANDS (EXCEPT SHARE AND PER SHARE DATA)
YEAR ENDED THREE MONTHS ENDED
DECEMBER 31, DECEMBER 31,
--------------------------- ---------------------------
2005 2006 2005 2006
----------- ----------- ----------- -----------
Revenues $ 11,563 $ 11,039 $ 3,012 $ 2,869
Cost of revenues 3,802 (*)3,355 848 (**)714
----------- ----------- ----------- -----------
Gross profit 7,761 7,684 2,164 2,155
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Operating expenses:
Research and development, net 4,395 (*)3,633 953 (**)760
Selling and marketing 4,797 (*)3,078 916 (**)681
General and administrative 2,830 (*)2,651 520 (**)697
----------- ----------- ----------- -----------
TOTAL operating expenses 12,022 9,362 2,389 2,138
----------- ----------- ----------- -----------
Operating income (loss) (4,261) (1,678) (225) 17
Financial income (expenses), net 53 (54) (43) (5)
----------- ----------- ----------- -----------
Income (loss) before taxes on income (4,208) (1,732) (268) 12
Taxes on income (10) 46 (10) 49
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Loss before equity in earnings of affiliate (4,218) (1,686) (278) 61
Equity in earnings (losses) of affiliate 2 159 (57) (11)
----------- ----------- ----------- -----------
Net income (loss) $ (4,216) $ (1,527) $ (335) $ 50
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Net earnings (loss) per share:
Basic and diluted net earnings (loss) per
Ordinary share $ (0.83) $ (0.27) $ (0.06) $ 0.01
=========== =========== =========== ===========
Weighted average number of Ordinary shares used
in computing basic net earnings (loss) per
share 5,092,117 5,762,311 5,724,504 5,773,845
=========== =========== =========== ===========
Weighted average number of Ordinary shares used
in computing diluted net earnings (loss) per
share 5,092,117 5,762,311 5,724,504 5,800,192
=========== =========== =========== ===========
(*) Including stock-based employee compensation in the amounts of $ 21, $
101, $ 17 and $ 71 in cost of revenues, research and development,
selling and marketing and general and administrative, respectively.
(**) Including stock-based employee compensation in the amounts of $1, $19,
$3 and $12 in cost of revenues, research and development, selling and
marketing and general and administrative, respectively.