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 2008
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-
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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 Item
1. MTS Announces Financial Results for the Three and Nine
Month Periods Ended September 30, 2008
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: November 12, 2008
[MER TELEMANAGEMENT SOLUTIONS LTD LOGO]
MTS Announces Financial Results for the Three and
Nine Month Periods Ended September 30, 2008
Ra'anana, Israel -November 12, 2008 - 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 three and nine
month periods ended September 30, 2008.
Revenues for the third quarter of 2008 were $2.1 million, compared with $2.2
million for the same quarter last year. The Company's operating loss declined to
$224,000 in the third quarter of 2008 compared to an operating loss of $1.5
million for the third quarter of 2007. Revenues for the nine month period ended
September 30, 2008 were $6.9 million, compared with $7.1 million for the
comparable period in 2007.
Net loss for the third quarter was $222,000 or ($0.03) per diluted share,
compared with a net loss of $1.7 million or ($0.29) per diluted share in the
third quarter of 2007. This decrease was mainly attributable to the Company's
focus on reducing its operating expenses. Net loss for the nine months ended
September 30, 2008 quarter was $39,000 or ($0.01) per diluted share, compared
with a net loss of $5.1 million or ($0.88) per diluted share in the comparable
period in 2007.
The Company ended the third quarter with approximately $1.6 million in cash and
cash equivalents, including marketable securities. During the third quarter of
2008 the company had a positive operating cash flow of $268,000 compared to a
negative operating cash flow of $291,000 in the third quarter of 2007.
"MTS made a significant change in the last 12 months by implementing its
restructuring plan, focusing mainly on reducing the Company's operating expenses
and selling its non-core assets for which significant synergies or added values
no longer exist. The results of this process are reflected in the financial
statements of the Company" said Eytan Bar, CEO of MTS. "Even though the economic
environment has entered a period of slowdown and the fluctuations in the
exchange rate between the US dollar and other major currencies has negatively
affected our profit and loss statement, we were able to decrease our operating
expenses significantly and achieve improved financial results."
"We are committed to closely monitoring our operating expenses and reducing our
overall costs as well as achieving revenue growth," continued Mr. Bar. "The
Company has strengthened its main financial indicators and we intend to focus on
our search for new opportunities and on expanding our core business," 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.
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 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.
Forward-Looking and Cautionary Statements
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: +972-9-762-1733
Email: Alon.Mualem@mtsint.com
CONSOLIDATED BALANCE SHEETS
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U.S. dollars in thousands
September 30, December 31,
2008 2007
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Unaudited Audited
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ASSETS
CURRENT ASSETS:
Cash and cash equivalents $ 1,441 $ 1,437
Marketable securities 205 169
Trade receivables (net of allowance for bad debt
of $ 716 and 882 as of September 30, 2008
and December 31, 2007, respectively 1,016 1,172
Unbilled receivables -- 129
Other accounts receivable and prepaid expenses 284 544
Other investments -- 221
Inventories 80 66
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Total current assets 3,026 3,738
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LONG- TERM ASSETS:
Severance pay fund 764 730
Other accounts receivables 41 3
Deferred income taxes 123 123
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Total long-term assets 928 856
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PROPERTY AND EQUIPMENT, NET 201 283
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OTHER ASSETS:
Goodwill 2,796 2,796
Other intangible assets, net 660 805
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Total other assets 3,456 3,601
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Total assets $ 7,611 $ 8,478
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CONSOLIDATED BALANCE SHEETS
--------------------------------------------------------------------------------
U.S. dollars in thousands
September 30, December 31,
2008 2007
------------- -------------
Unaudited Audited
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LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES:
Short term bank credit and
current maturities of bank loan $ 24 $ 606
Trade payables 337 447
Other liabilities and accrued expenses 2,142 3,309
Deferred revenues 1,405 1,390
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Total current liabilities 3,908 5,752
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LONG-TERM LIABILITIES - accrued severance pay 1,175 1,157
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SHAREHOLDERS' EQUITY:
Share capital -
Ordinary shares of NIS 0.01 par value -
Authorized: 12,000,000 shares at
September 30, 2008 and December 31, 2007;
Issued: 6,754,136 at September 30, 2008 and
5,784,645 at December 31, 2007; Outstanding:
6,743,336 at September 30, 2008 and 5,773,845
at December 31, 2007. 20 17
Additional paid-in capital 17,214 16,201
Treasury shares (10,800 Ordinary shares) (29) (29)
Accumulated other comprehensive income (6) 12
Accumulated deficit (14,671) (14,632)
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Total shareholders' equity 2,528 1,569
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Total liabilities and shareholders' equity $ 7,611 $ 8,478
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CONSOLIDATED STATEMENTS OF OPERATIONS
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U.S. dollars in thousands (except share and per share data)
Nine months ended Three months ended
September 30, September 30,
-------------------------- --------------------------
2008 2007 2008 2007
----------- ----------- ----------- -----------
Unaudited Unaudited
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Revenues:
Products sales $ 4,097 $ 4,463 $ 1,179 $ 1,393
Services 2,776 2,675 871 794
----------- ----------- ----------- -----------
6,873 7,138 2,050 2,187
Total revenues
----------- ----------- ----------- -----------
Cost of revenues:
Products sales 959 1,474 236 618
Services 574 697 241 172
----------- ----------- ----------- -----------
Total cost of revenues 1,533 2,171 477 790
----------- ----------- ----------- -----------
Gross profit 5,340 4,967 1,573 1,397
----------- ----------- ----------- -----------
Operating expenses:
Research and development 2,114 2,093 702 645
Selling and marketing 1,346 2,650 330 1,011
General and administrative 2,242 2,712 765 1,193
Impairment of goodwill and other intangible
assets -- 2,312 -- --
----------- ----------- ----------- -----------
Total operating expenses 5,702 9,767 1,797 2,849
----------- ----------- ----------- -----------
Operating loss (362) (4,800) (224) (1,452)
Financial income (expenses), net (59) (31) 2 (18)
Capital gain on sale of other investment 382 -- -- --
----------- ----------- ----------- -----------
Income (loss) before taxes on income (39) (4,831) (222) (1,470)
Taxes on income -- -- -- --
----------- ----------- ----------- -----------
Income (loss) before equity in earnings of
affiliate (39) (4,831) (222) (1,470)
Equity in earnings (loss) of affiliate - (232) -- (206)
----------- ----------- ----------- -----------
Net income (loss) $ (39) $ (5,063) $ (222) $ (1,676)
=========== =========== =========== ===========
Net income (loss) per share:
Basic and diluted net income (loss) per
Ordinary share $ (0.01) $ (0.88) $ (0.03) $ (0.29)
=========== =========== =========== ===========
Weighted average number of Ordinary shares
used in computing basic and diluted net
income (loss) per share 6,408,881 5,773,845 6,523,845 5,773,845
=========== =========== =========== ===========