================================================================================ 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 May 2004 MER TELEMANAGEMENT SOLUTIONS LTD. (Name of Registrant) 40 Aluf David Street, Ramat-Gan 52232 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- ____________ ================================================================================ MER Telemangement Solutions Ltd. 6-K Items 1. Press Release re MTS Reports First Quarter 2004 Results dated May 11, 2004. ITEM 1 Press Release Source: MTS - Mer Telemanagement Solutions Ltd. MTS Reports First Quarter 2004 Results Tuesday May 11, 8:31 am ET - Company increases investment in sales, marketing and R&D in execution of turnaround plan - RA'ANANA, Israel, May 11 /PRNewswire-FirstCall/ -- MTS - Mer Telemanagement Solutions Ltd. (Nasdaq: MTSL - News), a global provider of Operations Support Systems (OSS) for comprehensive Telecommunication Management and Customer Care & Billing solutions, today reported its financial results for the first quarter of 2004. Revenues for the first quarter were $2.4 million, an increase of 5% compared with $2.2 million for the first quarter of 2003. Revenues for the fourth quarter of 2003 were $2.5 million. Net loss for the quarter was $197,000, or $(0.04) per share, compared with net income of $14,000, or $0.00 per share, for the first quarter of 2003. Net income for the fourth quarter of 2003 was $80,000, or $0.02 per share. Commenting on the results, Mr. Eytan Bar, MTS's President and Chief Executive Officer, said, "During the first quarter, we began executing a comprehensive turnaround plan aimed at revenue growth and profitability. Our focus during the first half of this year is to improve our sales and professional services capabilities and to invest in our product offerings. To this end, we have recently appointed Mr. Jeff Holden, a successful industry veteran, as Vice President of Sales for North America, a strategic region for MTS. In addition, to expand our business analysis and project implementation capabilities, we have appointed Mr. Zvika Kupper, an experienced executive from the service provider billing industry, as Vice President of Professional Services." The Company's gross profit for the first quarter increased by 7% to $1.82 million from $1.7 million in the first quarter of 2003. During the first quarter, the Company's investment in R&D was $534,000, an increase of 21% compared with $441,000 for the first quarter of 2003 and a decrease of 5% compared with $564,000 for the fourth quarter of 2003. In parallel, the Company increased its investment in sales and marketing by 23% to $1.1 million compared to the first quarter of 2003 and 13% compared to the fourth quarter of 2003. Both increases reflect the steps being taken by management as part of the Company's turnaround plan. Operating loss for the quarter totaled $238,000 compared with $142,000 for the first quarter 2003. Yossi Brikman, Corporate COO & CFO, added, "We are pleased to have recorded $145,000 in cash flow from operating activities for the quarter despite the net loss. As of March 31, 2004, our cash and cash equivalents, including marketable securities, reached $10.6 million compared with $10.3 million at the end of 2003." Mr. Bar concluded, "Taken as a whole, we are satisfied with our accomplishments during the first quarter. We are on track in the execution of our strategic plan and confident as we look ahead." The Company will conduct a teleconference to discuss the results today, Tuesday, May 11th, at 11:00 AM Eastern Daylight Time (18:00 Israel Time). To participate please dial 1-800-572-9813 from the US or Canada (toll free), 1-800-945-7877 from Israel (toll free), or +1-706-679-7713 from other locations approximately 5 minutes prior to the starting time. A replay of the call will be available from 2:00pm EDT on Tuesday, May 11, 2004, until 11:00pm EDT on Monday, February 18. To access the replay please dial 1-800-642-1687 from the US or Canada (toll free), 1-800-945-8731 from Israel (toll free), or +1-706-645-9291 from other locations. About MTS Mer Telemanagement Solutions Ltd. is a global provider of operations support systems (OSS) for comprehensive telecommunication management and customer care & billing solutions. MTS' OSS is a full-featured customized solution for telecommunications management and customer care & billing. Its telecommunications enterprise resource planning (ERP) application suite is used by corporations and organizations to improve the efficiency and performance of all telecommunication and information technology (IT) operations, and to significantly reduce associated costs. Its affordable customer care and billing (CC&B) solutions are used by service providers and operators to support sophisticated billing, web-based self-provisioning and other revenue-generating applications. Headquartered in Israel, MTS markets through wholly owned subsidiaries in the U.S., Hong Kong, Holland, and Brazil, and through OEM partnerships with Siemens, Phillips, and other PABX vendors. Its legacy call accounting solutions have been installed by over 60,000 customers in 60 countries. MTS' shares are traded on the NASDAQ stock exchange (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: Investor Relations: Yossi Brikman Rachel Levine Corporate COO & CFO The Anne McBride Company, Inc. MTS - MER Telemanagement Solutions, Ltd. Tel : 212-983-1702 ext. 207 Tel: +972-9-762-1733 E-mail: rlevine@annemcbride.com Email: yossi.brikman@mtsint.com MER TELEMANAGEMENT SOLUTIONS LTD. AND ITS SUBSIDIARIES CONSOLIDATED BALANCE SHEETS U.S. dollars in thousands March 31, December 31, 2004 2003 2003 Unaudited ASSETS CURRENT ASSETS: Cash and cash equivalents $8,896 $8,935 $8,684 Marketable securities 1,683 1,340 1,644 Trade receivables, net 1,340 1,211 1,391 Other accounts receivable and prepaid expenses 503 563 566 Inventories 199 256 193 Total current assets 12,621 12,305 12,478 LONG-TERM INVESTMENTS: Investment in an affiliate 1,722 1,519 1,859 Long-term loans, net of current maturities 83 73 95 Severance pay fund 560 533 564 Other investments 368 375 368 Total long-term investments 2,733 2,500 2,886 PROPERTY AND EQUIPMENT, NET 456 593 482 OTHER ASSETS: Goodwill 2,025 2,025 2,025 Other intangible assets, net 167 322 206 Deferred income taxes 105 162 105 Total other assets 2,297 2,509 2,336 Total assets $18,107 $17,907 $18,182 CONSOLIDATED BALANCE SHEETS U.S. dollars in thousands (except share data) March 31, December 31, 2004 2003 2003 Unaudited LIABILITIES AND SHAREHOLDERS' EQUITY CURRENT LIABILITIES: Current maturities of long-term loans $6 $8 $8 Trade payables 502 449 393 Accrued expenses and other liabilities 1,440 1,410 1,421 Deferred revenues 1,198 1,266 1,219 Total current liabilities 3,146 3,133 3,041 LONG-TERM LIABILITIES: Long-term loans, net of current maturities -- 6 -- Accrued severance pay 668 701 677 Total long-term liabilities 668 707 677 SHAREHOLDERS' EQUITY: Share capital - Ordinary shares of NIS 0.01 par value - Authorized: 12,000,000 shares; Issued: 4,632,137 and 4,631,471 shares at March 31, 2004 and December 31,2003, respectively; Outstanding: 4,625,137 and 4,624,471 shares at March 31, 2004 and December 31, 2003, respectively 14 15 14 Additional paid-in capital 12,622 12,906 12,603 Treasury shares (20) (344) (20) Accumulated other comprehensive income (loss) 94 (217) 87 Retained earnings 1,583 1,707 1,780 Total shareholders' equity 14,293 14,067 14,464 Total liabilities and shareholders' equity $18,107 $17,907 $18,182 CONSOLIDATED STATEMENTS OF OPERATIONS U.S. Dollars in thousands (except share data) Three months ended Year ended March 31, December 31, 2004 2003 2003 Unaudited Revenues from products and services $2,359 $2,240 $9,230 Cost of revenues from products and services 541 540 1,849 Gross profit 1,818 1,700 7,381 Operating expenses: Research and development 534 441 1,825 Selling and marketing 1,125 918 3,916 General and administrative 397 483 1,830 Total operating expenses 2,056 1,842 7,571 Operating loss (238) (142) (190) Financial income, net 27 17 124 Other income (expenses), net (32) -- 6 Loss before taxes on income (243) (125) (60) Taxes on income -- -- 198 (243) (125) (258) Equity in earnings of affiliate 46 139 345 Net income (loss) $(197) $14 $87 Net earnings (loss) per share: Basic and diluted net earnings (loss) per Ordinary share $(0.04) $-- $0.02 Weighted average number of Ordinary shares used in computing basic net earning (loss) per share 4,624,804 4,647,793 4,617,099 Weighted average number of Ordinary shares used in computing diluted net earning (loss) per share 4,624,804 4,647,793 4,628,249 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/Yossi Brikman ---------------- Yossi Brikman Chief Financial Officer Date: May 11, 2004