RA’ANANA, Israel and POWDER SPRINGS, Ga., May 6, 2021 – Mer Telemanagement Solutions Ltd. (MTS) (Nasdaq Capital Market: MTSL), a global provider of telecommunications expense management (TEM), call accounting and contact center software, today released its financial results for the six and twelve months ended December 31, 2020.
On April 15, 2021, we entered into a definitive agreement and Plan of Merger (the “Merger Agreement”) with SharpLink, Inc., a leading online technology company that works with sports leagues, fantasy sports sites and media companies to connect fans to relevant and timely betting content sourced from its sportsbook partners.
Financial information
The Company recorded revenues of $1.9 million for the six months ended December 31, 2020, compared with $2.6 million for the six months ended December 31, 2019. The Company incurred losses of $(1.2) million for the six months ended December 31, 2020, or $(0.17) per diluted share compared with net income of $85,000, or $0.01 per diluted share, for the comparable period in 2019. On a non-GAAP basis (as described and reconciled below), The Company posted a net loss of
$(224,000) or $(0.03) per diluted share, for the six months ended December 31, 2020 compared with net income of $262,000, or $0.04 per diluted share, for the comparable period in 2019.
The Company recorded revenues of $4 million for the year ended December 31, 2020 compared with $5.2 million for the comparable period in 2019. The Company incurred a net loss of $(1.8) million or $(0.30) per diluted share, for the year ended December 31, 2020 compared with a net loss of $(135,000) or $(0.03) per diluted share for the comparable period 2019. On a non-GAAP basis (as described and reconciled below), the Company posted a net loss of $(376,000), or $(0.06) per diluted share for the year ended December 31, 2020compared with net income of $79,000, or $0.02 per diluted share for the comparable period in 2019.
During the period 2018-2020 an institutional investor invested, $3 million in a newly-created class of convertible preferred shares and $0.2 million in ordinary shares of the Company, at a price per preferred share and ordinary share of $1.14. The preferred shares are convertible into ordinary shares on a one to one basis. The stock purchase agreement with the institutional investor included a green shoe option for future investment of up to $1.5 million in the Company’s preferred shares at a price per preferred share of $1.14. During, 2019 and 2020, the institutional investor fully exercised its green shoe option as part of its $3 million investment.
As previously reported on April 15, 2021, we entered into a definitive agreement and Plan of Merger (the “Merger Agreement”) with SharpLink, Inc. (“SharpLink”), a leading online technology company that works with sports leagues, fantasy sports sites and media companies to connect fans to relevant and timely betting content sourced from its sportsbook partners, and New SL Acquisition Corp., a company incorporated under the laws of the State of Delaware and a wholly-owned subsidiary of the Company (“Merger Sub”). On the terms and subject to the satisfaction of the conditions described in the Merger Agreement, including approval of the transaction by the Company’s shareholders, Merger Sub will be merged with and into SharpLink (the “Merger”) with SharpLink surviving the Merger as a wholly-owned subsidiary of the Company.
Mr. Roy Hess, Chief Executive Officer of MTS, said, “We are excited to achieve this major milestone by signing the definitive merger agreement with SharpLink, a promising leading online technology company that works with sports leagues, fantasy sports sites and media companies. We are also excited about our future growth strategy as well as the current industry’s rapid expansion both in the U.S. and globally. Our results in 2020 reflect the substantial reduction of our ongoing operations which were impacted by the COVID-19 pandemic. During 2020, the Company continued implementing its efficiency plan and reduced its operational expenses which contributed to improved operating margins. Excluding the impact of one-time non-cash impairment charges, our net loss for the second half of 2020 was $(224,000) on a non-GAAP basis. In June 2019, we introduced Omnis – Contact Center Software with “Out-Of-The-Box” capabilities and open channel architecture. During the end of 2019, we started to see initial revenues from this new product, which we consider to be our main growth engine in the coming years. While our marketing of this new product was delayed by the onset of the pandemic we intend to accelerate its introduction in 2021.” Mr. Hess concluded, “we are looking forward to completing the SharpLink transaction in the near future and beginning a new chapter in the life of our company.”
About MTS
Mer Telemanagement Solutions Ltd. (MTS) is focused on innovative products and services for enterprises in the area of telecom expense management (TEM), call accounting and contact center software. Headquartered in Israel, MTS markets its solutions through wholly-owned subsidiaries in Israel, the U.S and Hong Kong, as well as through distribution channels. 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, the Company’s ability to achieve profitable operations, its ability to continue to operate as a going concern, its ability to continue to meet NASDAQ continued listing requirements, the impact of COVID-19 on the Company and its customers, 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, general economic conditions and other risk factors detailed in the Company’s annual report and other filings with the United States Securities and Exchange Commission.
Contacts:
Ofira Bar
CFO
Tel: +972-9-7777-540
Email: ofira.bar@mtsint.com
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CONSOLIDATED BALANCE SHEETS |
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|
U.S. dollars in thousands |
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|
ASSETS |
December 31, |
|||||||||
|
2020 |
2019 |
|||||||||
|
CURRENT ASSETS: |
||||||||||
|
Cash and cash equivalents |
$ 1,504 |
$ 1,732 |
||||||||
|
Restricted cash |
1,003 |
1,464 |
||||||||
|
Trade receivables (net of allowance for credit losses of $69 and $75, at |
407 |
499 |
||||||||
|
Other accounts receivable and prepaid expenses (Note 3) |
399 |
236 |
||||||||
|
Assets of discontinued operations(Note 1b) |
178 |
172 |
||||||||
|
Total current assets |
3,491 |
4,103 |
||||||||
|
NON- CURRENT ASSETS: |
||||||||||
|
Severance pay fund |
252 |
653 |
||||||||
|
Property and equipment, net (Note 4) |
35 |
62 |
||||||||
|
Deferred taxes (Note 7) |
171 |
– |
||||||||
|
Goodwill |
1,502 |
3,225 |
||||||||
|
Total non-current assets |
1,960 |
3,940 |
||||||||
|
Total assets |
$ 5,451 |
$ 8,043 |
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CONSOLIDATED BALANCE SHEETS |
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U.S. dollars in thousands (exceptshare and per share data) |
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|
December 31, |
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|
2020 |
2019 |
|||
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LIABILITIES AND SHAREHOLDERS’ EQUITY |
||||
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CURRENT LIABILITIES: |
||||
|
Trade payables |
$ 114 |
$ 149 |
||
|
Deferred revenues |
745 |
962 |
||
|
Accrued expenses and other liabilities (Note 5) |
1,769 |
2,317 |
||
|
Liabilities of discontinued operations (Note 1b) |
496 |
516 |
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Total current liabilities |
3,124 |
3,944 |
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LONG-TERM LIABILITIES: |
||||
|
Accrued severance pay |
306 |
831 |
||
|
Deferred tax liability (Note 7) |
– |
163 |
||
|
Total long-term liabilities |
306 |
994 |
||
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COMMITMENTS AND CONTINGENT LIABILITIES (Note 6) |
||||
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SHAREHOLDERS’ EQUITY (Note 9): |
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|
Share capital – |
||||
|
Ordinary shares of NIS 0.03 par value: Authorized: 17,000,000 shares at |
37 |
30 |
||
|
Preferred Shares of NIS 0.03 par value: Authorized: 3,000,000 shares at |
15 |
16 |
||
|
Additional paid-in capital |
31,360 |
30,635 |
||
|
Treasury shares at cost (1,800 Ordinary shares at December 31, 2020 and |
(29) |
(29) |
||
|
Accumulated deficit |
(29,362) |
(27,547) |
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|
Total shareholders’ equity |
2,021 |
3,105 |
||
|
Total liabilities and shareholders’ equity |
$ 5,451 |
$ 8,043 |
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CONSOLIDATED STATEMENTS OF OPERATIONS |
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|
U.S. dollars in thousands (except share and per share data) |
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|
Twelve months ended |
Six months ended |
|||||||
|
2020 |
2019 |
2020 |
2019 |
|||||
|
Audited |
Audited |
Unaudited |
Unaudited |
|||||
|
Revenues: |
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|
Services |
$ 3,383 |
$ 4,273 |
$ 1,568 |
$ 2,094 |
||||
|
Product sales |
635 |
920 |
347 |
499 |
||||
|
Total revenues |
4,018 |
5,193 |
1,915 |
2,593 |
||||
|
Cost of revenues: |
||||||||
|
Services |
1,511 |
1,486 |
818 |
701 |
||||
|
Product sales |
284 |
371 |
111 |
175 |
||||
|
Total cost of revenues |
1,795 |
1,857 |
929 |
876 |
||||
|
Gross profit |
2,223 |
3,336 |
986 |
1,717 |
||||
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Operating expenses: |
||||||||
|
Research and development |
– |
545 |
– |
277 |
||||
|
Selling and marketing |
752 |
817 |
293 |
264 |
||||
|
General and administrative |
1,867 |
1,890 |
930 |
912 |
||||
|
Goodwill impairment |
1,723 |
254 |
1,106 |
254 |
||||
|
Total operating expenses |
4,342 |
3,506 |
2,329 |
1,707 |
||||
|
Operating income (loss) |
(2,119) |
(170) |
(1,343) |
10 |
||||
|
Financial income (expenses), net |
16 |
(18) |
8 |
7 |
||||
|
Income (loss) before taxes on income |
(2,103) |
(188) |
(1,335) |
17 |
||||
|
Taxes on income (tax benefit), net |
(325) |
4 |
(217) |
3 |
||||
|
Net Income (loss) from continuing operations |
(1,778) |
(192) |
(1,118) |
14 |
||||
|
Income (loss) from discontinued operations |
(37) |
57 |
(36) |
71 |
||||
|
Net Income (loss) |
$ (1,815) |
$ (135) |
$ (1,154) |
$ 85 |
||||
|
Net loss per share: |
||||||||
|
Basic and diluted net profit (loss) per share from continuing |
$ (0.29) |
$ (0.04) |
$ (0.16) |
$ 0.00 |
||||
|
Basic and diluted net profit (loss) per share from |
( 0.01) |
0.01 |
( 0.01) |
0.01 |
||||
|
Basic and dilutednet loss per share |
$ (0.30) |
$ (0.03) |
$ ( 0.17) |
$ 0.01 |
||||
|
Weighted average number of shares used in computing |
5,954,795 |
5,013,374 |
6,873,156 |
5,864,372 |
||||
|
Weighted average number of shares used in computing |
5,954,795 |
5,081,865 |
6,873,156 |
6,031,193 |
||||
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RECONCILIATION OF GAAP TO NON-GAAP RESULTS |
|||||||||
|
U.S. dollars in thousands (except share and per share data) |
|||||||||
|
Twelve months ended |
Six months ended |
||||||||
|
2020 |
2019 |
2020 |
2019 |
||||||
|
Unaudited |
Unaudited |
Unaudited |
Unaudited |
||||||
|
GAAP net income (loss) from continuing operations |
(1,778) |
(192) |
(1,118) |
14 |
|||||
|
Stock-based compensation expenses |
21 |
47 |
7 |
34 |
|||||
|
Intangible assets amortization, net of tax effects |
– |
21 |
– |
11 |
|||||
|
Goodwill impairment, net of tax effect |
1,381 |
203 |
887 |
203 |
|||||
|
Non-GAAP net Income (loss) |
$ (376) |
$ 79 |
$ (224) |
$ 262 |
|||||
|
Net loss per share: |
|||||||||
|
GAAP basic and diluted net profit (loss) per share |
$ (0.29) |
$ (0.04) |
$ (0.16) |
$ 0.00 |
|||||
|
Non-GAAP basic and diluted net profit (loss) per share |
$ (0.06) |
$ 0.02 |
$ (0.03) |
$ 0.04 |
|||||
|
Weighted average number of shares used in computing |
5,954,795 |
5,013,374 |
6,873,156 |
5,864,372 |
|||||
|
Weighted average number of shares used in computing |
5,954,795 |
5,081,865 |
6,873,156 |
6,031,193 |
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SOURCE Mer Telemanagement Solutions Ltd. (MTS)