SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ------------------------ FORM 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 2009 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 Item 1. MTS Reports Operating Cash Flow of $247,000 in the First Quarter of 2009. 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: /s/ Eytan Bar ---------------------------- Eytan Bar Chief Executive Officer Date: May 14, 2009 [logo] MTS Reports Operating Cash Flow of $247,000 in the First Quarter of 2009 Ra'anana, Israel -May 14, 2009 - MTS - Mer Telemanagement Solutions Ltd. (Nasdaq Capital Market: MTSL), a global provider of business support systems (BSS) for comprehensive telecommunication management, telecommunications expense management (TEM) solutions and customer care & billing (CC&B) solutions, today announced its financial results for the first quarter of 2009. Revenues for the first quarter of 2009 were $2.8 million, compared with revenues of $1.9 million in the fourth quarter of 2008 and $2.4 million at the same quarter last year. The results of the first quarter of 2009 include the operations of the AnchorPoint business that was acquired in December 2008. The Company's operating loss was $322,000 in the first quarter of 2009 compared to an operating loss of $25,000 for the first quarter of 2008. Net loss for the first quarter was $264,000 or $(0.03) per diluted share, compared with a net profit of $339,000 or $0.05 per diluted share in the first quarter of 2008. The results of the first quarter of 2008 include a capital gain of approximately $382,000 from the sale of our ownership interest in cVidya Networks Inc. "Although we are disappointed with our operating loss, MTS was able to generate positive cash flow for the third consecutive quarter. The gap between our operating loss and positive cash flow is mainly due to the delay we are facing in revenue recognition due to our product implementation processes in connection with our sales. We are working diligently to translate our pipeline of orders into revenues this year," said Mr. Lior Salansky, MTS President. "This quarter's results also reflect the impact of the integration of the AnchorPoint operations and the resulting higher amortization of intangible assets. We believe that our significant backlog at March 31, 2009 will assist us to overcome the unstable economic environment," concluded Mr. Salansky. 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. AnchorPoint TEM solutions that MTS acquired on December 2008 enable enterprises to gain visibility and control of strategic assets that drive key business processes and crucial competitive advantage. The AnchorPoint's software, consulting and managed services solutions -- including integrated Invoice, Asset, and Usage Management and Business Analytics tools -- provide professionals at every level of the organization with rapid access to concise, actionable data. 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, WiMAX, MVNO) to rapidly install a full-featured and scaleable solution. 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: Alon Mualem CFO Tel: +972-9-7777-540 Email: Alon.Mualem@mtsint.com ---------------------- CONSOLIDATED BALANCE SHEETS -------------------------------------------------------------------------------- U.S. dollars in thousands March 31, December 31, ---------- ----------- 2009 2008 ---------- ----------- ASSETS CURRENT ASSETS: Cash and cash equivalents $ 2,053 $ 2,009 Restricted Marketable securities 182 196 Trade receivables, net 1,378 1,223 Unbilled receivables 147 133 Other accounts receivable and prepaid expenses 417 318 Inventories 135 112 ---------- ---------- Total current assets 4,312 3,991 ---------- ---------- LONG-TERM ASSETS: Severance pay fund 665 682 Other investments 33 5 Deferred income taxes 40 40 ---------- ---------- Total long-term assets 738 727 ---------- ---------- PROPERTY AND EQUIPMENT, NET 270 227 ---------- ---------- OTHER ASSETS: Goodwill 3,479 3,479 Other intangible assets, net 2,101 2,198 ---------- ---------- Total other assets 5,580 5,677 ---------- ---------- Total assets $ 10,900 $ 10,622 ========== ========== CONSOLIDATED BALANCE SHEETS -------------------------------------------------------------------------------- U.S. dollars in thousands (except share and per share data) March 31, December 31, ---------- ---------- 2009 2008 ---------- ---------- LIABILITIES AND SHAREHOLDERS' EQUITY CURRENT LIABILITIES: Short term bank credit $ 45 $ 45 Trade payables 821 712 Accrued expenses and other liabilities 2,575 2,638 Deferred revenues 2,870 2,323 ---------- ---------- Total current liabilities 6,311 5,718 ---------- ---------- LONG-TERM LIABILITIES - Accrued severance pay 1,045 1,105 ---------- ---------- COMMITMENTS AND CONTINGENT LIABILITIES SHAREHOLDERS' EQUITY: Share capital 26 26 Additional paid-in capital 19,430 19,410 Treasury shares (29) (29) Accumulated other comprehensive income (27) (16) Accumulated deficit 15,856) 15,592) ---------- ---------- Total shareholders' equity 3,544 3,799 ---------- ---------- Total liabilities and shareholders' equity $ 10,900 $ 10,622 ========== ========== CONSOLIDATED STATEMENTS OF OPERATIONS -------------------------------------------------------------------------------- U.S. dollars in thousands (except share and per share data) Three months ended March 31, ---------------------------- 2009 2008 ------------- ------------- Revenues: Product sales $ 1,299 $ 1,527 Services 1,493 881 ------------- ------------- Total revenues 2,792 2,408 ------------- ------------- Cost of revenues: Product sales 474 396 Services 465 130 ------------- ------------- Total cost of revenues 939 526 ------------- ------------- Gross profit 1,853 1,882 ------------- ------------- Operating expenses: Research and development, net of grants from the OCS 520 724 Selling and marketing 777 534 General and administrative 878 649 ------------- ------------- Total operating expenses 2,175 1,907 ------------- ------------- Operating loss (322) (25) Financial income (expenses), net 58 (18) Capital gain (loss) on sale investment - 382 ------------- ------------- Income (loss) before taxes on income (264) 339 Tax on income, net - - ------------- ------------- Income (loss) before equity in earnings (loss) of affiliate (264) 339 ------------- ------------- Net income (loss) $ (264) $ 339 ============= ============= Net Income (loss) per share: Basic and diluted net income (loss) per Ordinary share $ (0.03) $ 0.05 ============= ============= Weighted average number of Ordinary shares used in computing basic and diluted net loss per share 8,917,950 6,326,043 ============= =============