Form 6-K - Report of foreign issuer [Rules 13a-16 and 15d-16]

 

 

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

of the Securities Exchange Act of 1934

 

For the month of November, 2024

Commission File Number: 000-31215

 

MIND C.T.I. LTD.

(Translation of registrant’s name into English)

 

2 HaCarmel St., Yoqneam Illit 2066724, Israel

(Address of principal executive offices)

 

Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F:

 

Form 20-F ☒      Form 40-F ☐

 

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 ☒ 

 

If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): 82- N/A

 

 

 

 

 

 

INCORPORATION BY REFERENCE

 

The Registrant’s GAAP financial statements attached to the press release in Exhibit 1 to this Report on Form 6-K are hereby incorporated by reference into: (i) the Registrant’s Registration Statement on Form S-8, Registration No. 333-181383; (ii) the Registrant’s Registration Statement on Form S-8, Registration No. 333-117054; (iii) the Registrant’s Registration Statement on Form S-8, Registration No. 333-100804; and (iv) the Registrant’s Registration Statement on Form S-8, Registration No. 333-54632.

CONTENTS

 

This report on Form 6-K of the registrant consists of the following Exhibit, which is attached hereto and incorporated by reference herein:

 

MIND CTI Reports Third Quarter 2024 Results

 

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SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

	By Order of the Board of Directors,
	/s/ Monica Iancu
	Title:	Monica Iancu
Date: November 5, 2024		President and Chief Executive Officer

 

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EXHIBIT INDEX

 

Exhibit Number		Description of Exhibit
1.		MIND CTI Reports Third Quarter 2024 Results

 

 

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Exhibit 99.1

 

MIND CTI Reports Third Quarter 2024 Results

 

Yoqneam, Israel, November 5, 2024 MIND C.T.I. LTD. – (NasdaqGM: MNDO), a leading provider of convergent end-to-end prepaid/postpaid billing and customer care product based solutions for service providers, unified communications analytics and call accounting solutions for enterprises as well as enterprise messaging solutions, today announced results for its third quarter ended September 30, 2024.

 

The following will summarize our major achievements in the third quarter of 2024, as well as our business. Full financial results can be found in the Company News section of our website at http://www.mindcti.com/company/news/ and in our Form 6-K.

 

Q3 2024 Financial Highlights

 

●

Revenues were $5.2 million, compared with $5.3 million in the third quarter of 2023.

 

●

Operating income was $0.7 million, compared to $1.2 million in the third quarter of 2023, with the increase in cost of revenues attributed to an infrequent high cost of third-party hardware and licenses supplied as part of our solutions to a customer.

 

●

Net income was $0.9 million, or $0.05 per share, compared to $1.3 million, or $0.06 per share in the third quarter of 2023.

 

●

Cash flow from operating activities was $1.0 million, the same as in the third quarter of 2023.

 

●

One new win with an existing customer and multiple follow-on orders.

 

●

Cash position was $15.5 million as of September 30, 2024.

 

Nine Months Financial Highlights

 

●

Revenues were $16.2 million, compared with $16.0 million in the first nine months of 2023.

 

●

Operating income was $3.1 million, compared to $3.6 million in the first nine months of 2023.

 

●

Net income was $3.4 million, or $0.17 per share, compared to $3.7 million, or $0.19 per share in the first nine months of 2023.

 

●

Cash flow from operating activities in the first nine months of 2024 was $3.8 million, compared to $3.4 million in the first nine months of 2023.

 

Monica Iancu, MIND CTI’s Chief Executive Officer, commented: “Similar to previous quarters, we continue to benefit from the long-term successful relationships with our customers that value our commitment to provide the highest level of support and the best products and services, and from time to time, increase the scope of their solutions. We work with well-designed processes that ensure operating efficiency and productivity. We remain active in our search for suitable acquisitions and continue our ongoing investment to better support digital transformations and 5G networks, and to maintain up-to-date technology and infrastructure with increased security. MIND is a global company, operating from different countries, according to an extensive business continuity plan that ensures resilience, seamless delivery, development, and ongoing support to our customers.

 

“As I hand over the CEO position to Ariel Glassner, I wish to thank our long-term investors, employees, customers, and partners for enabling my long, eventful, and gratifying leadership journey.”

 

Revenue Distribution for Q3 2024

 

Europe represented 53% (including the messaging segment revenues in Germany that represented 34%), the Americas represented 40%, and the rest of the world represented 7% of total revenues.

 

 

 

 

Customer care and billing software totaled $2.9 million, or 56% of total revenues, enterprise messaging and payment solutions were $1.8 million, or 35% of total revenues, and enterprise call accounting software totaled $0.5 million, or 9% of total revenues.

 

Revenue Distribution for Nine Months 2024

 

Europe represented 55% (including the messaging segment revenues in Germany that represented 37%), the Americas represented 39%, and the rest of the world represented 6% of total revenues.

 

Customer care and billing software totaled $8.8 million, or 54% of total revenues, enterprise messaging and payment solutions totaled $6 million, or 37% of total revenues, and enterprise call accounting software totaled $1.4 million, or 9% of total revenues.

 

New Win & Follow-on Orders

 

Our customers, from time to time, increase their licenses and the scope of the solutions we provide to them. This quarter, like in all previous quarters, we received follow-on orders from existing customers for additional functionality and license upgrades.

 

The new win is with an existing customer to enhance and customize the MINDBill platform to support a Hosted Mobile (MVNO) – transforming the existing customer into a full MVNE.  The MVNE platform includes all MINDBill modules, omnichannel ecommerce, mobile app and WEB selfcare for residential and commercial users. The MINDBill platform enables integration with external applications such as ERP, support for multiple languages, branding throughout the applications and communication methods and the customizations include contract layout, invoice layout, receipt layout, and notifications.

 

Active Pursuit of Acquisitions

 

As previously announced, we continue targeting potential acquisitions that could be a source of growth, by focusing on acquisition targets at reasonable valuations that satisfy the criteria we defined: proven revenues, complementary technology or geography and expected accretion to earnings within two to three quarters.

 

About MIND

 

MIND CTI Ltd. is a leading provider of convergent end-to-end billing and customer care product-based solutions for service providers, unified communications analytics and call accounting solutions for enterprises as well as enterprise messaging solutions. MIND provides a complete range of billing applications for any business model (license, SaaS, managed service or complete outsourced billing service) for Wireless, Wireline, Cable, IP Services and Quad-play carriers. A global company, with over twenty-five years of experience in providing solutions to carriers and enterprises, MIND operates from offices in Israel, Romania, Germany and the United States.

 

Cautionary Statement for Purposes of the “Safe Harbor” Provisions of the Private Securities Litigation Reform Act of 1995: All statements other than historical facts included in the foregoing press release regarding the Company’s business strategy are “forward-looking statements”, including estimations relating to the impact of the political situation in Ukraine, expectations of the results of the Company’s business optimization initiative, integration of the company’s acquisitions and its projected outlook and results of operations. These statements are based on management’s beliefs and assumptions and on information currently available to management. Forward-looking statements are not guarantees of future performance, and actual results may materially differ. The forward-looking statements involve risks, uncertainties, and assumptions, including, but not limited to, economic conditions in our key markets, as well as the risks discussed in the Company’s annual report and other filings with the United States Securities Exchange Commission. The Company does not undertake to update any forward-looking information.

 

For more information please contact:

 

Andrea Dray

MIND C.T.I. Ltd.

Tel: [phone]

[e-mail]

 

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MIND C.T.I. LTD.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

 

		Three Months								Nine Months
		Ended September 30,								Ended September 30,
		2024				2023				2024				2023
		U.S. dollars in thousands (except per share data)
REVENUES		$	5,208			$	5,264			$	16,247			$	16,003
COST OF REVENUES			2,952				2,590				8,400				7,912
GROSS PROFIT			2,256				2,674				7,847				8,091
OPERATING EXPENSES:
Research and development			841				865				2,564				2,670
Selling and marketing			331				240				947				804
General and administrative			341				354				1,279				1,022
Total operating expenses			1,513				1,459				4,790				4,496
OPERATING INCOME			743				1,215				3,057				3,595
FINANCIAL INCOME, net			192				142				520				432
INCOME BEFORE TAXES ON INCOME			935				1,357				3,577				4,027
TAXES ON INCOME			6				107				185				294
NET INCOME		$	929			$	1,250			$	3,392			$	3,733
EARNINGS PER SHARE - in U.S. dollars
Basic		$	0.05			$	0.06			$	0.17			$	0.19
Diluted		$	0.04			$	0.06			$	0.16			$	0.18
WEIGHTED AVERAGE NUMBER OF SHARES USED IN COMPUTATION OF EARNINGS PER SHARE - in thousands:
Basic			20,463				20,212				20,279				20,158
Diluted			20,691				20,489				20,568				20,460

 

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MIND C.T.I. LTD.

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited)

 

		September 30,				December 31,
		2024				2023
		U.S. dollars in thousands
ASSETS
CURRENT ASSETS:
Cash and cash equivalents		$	2,734			$	2,958
Short-term bank deposits			12,605				13,464
Marketable securities			192				182
Accounts receivable, net			2,185				2,295
Other current assets			366				538
Prepaid expenses			273				277
Total current assets			18,355				19,714
NON-CURRENT ASSETS:
Accounts receivable, net			448				714
Severance pay fund			2,181				2,051
Deferred income taxes			112				102
Property and equipment, net			173				216
Right-of-use assets, net			502				690
Intangible assets, net			176				266
Goodwill			7,902				7,872
Total assets		$	29,849			$	31,625
LIABILITIES AND SHAREHOLDERS’ EQUITY
CURRENT LIABILITIES:
Accounts payable		$	583			$	989
Other current liabilities and accruals			1,798				1,749
Current maturities of lease liabilities			132				218
Deferred revenues			1,422				1,517
Total current liabilities			3,935				4,473
LONG-TERM LIABILITIES:
Deferred revenues			108				100
Lease liabilities, net of current maturities			327				424
Accrued severance pay			2,181				2,060
Deferred income taxes			53				80
Total liabilities			6,604				7,137
SHAREHOLDERS’ EQUITY:
Share capital			54				54
Additional paid-in capital			27,856				27,776
Accumulated other comprehensive loss			(958	)			(1,001	)
Accumulated deficit			(2,810	)			(1,334	)
Treasury shares			(897	)			(1,007	)
Total shareholders’ equity			23,245				24,488
Total liabilities and shareholders’ equity		$	29,849			$	31,625

 

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MIND C.T.I. LTD.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

 

		Three Months								Nine Months
		Ended September 30,								Ended September 30,
		2024				2023				2024				2023
		U.S. dollars in thousands
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income		$	929			$	1,250			$	3,392			$	3,733
Adjustments to reconcile net income to net cash provided
by operating activities:
Depreciation and amortization			47				47				141				147
Deferred income taxes, net			(15	)			(3	)			(37	)			(25	)
Accrued severance pay			11				9				24				28
Unrealized gain from marketable securities, net			(6	)			(1	)			(10	)			(2	)
Employees share-based compensation expenses			62				72				190				213
Changes in operating asset and liability items:
Decrease (increase) in accounts receivable, net			(40	)			2				376				(137	)
Decrease (increase) in other current assets			222				(51	)			171				(119	)
Decrease (increase) in prepaid expenses			77				(162	)			4				(269	)
Decrease in accounts payable			(154	)			(257	)			(405	)			(152	)
Increase (decrease) in other current liabilities and accruals			301				352				42				(278	)
Change in operating lease liability			10				(12	)			5				(18	)
Increase (decrease) in deferred revenues			(492	)			(269	)			(87	)			268
Net cash provided by operating activities			952				977				3,806				3,389
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of property and equipment			(5	)			(9	)			(7	)			(53	)
Severance pay funds			(11	)			(13	)			(33	)			(41	)
Proceeds from redemption of (investment in) short-term bank deposits			(1,410	)			(4,482	)			859				(1,144	)
Net cash provided by (used in) investing activities			(1,426	)			(4,504	)			819				(1,238	)
CASH FLOWS FROM FINANCING ACTIVITIES:
Dividend paid			-				-				(4,868	)			(4,839	)
Net cash used in financing activities			-				-				(4,868	)			(4,839	)
TRANSLATION ADJUSTMENTS ON CASH AND CASH EQUIVALENTS			38				(22	)			19				(1	)
DECREASE IN CASH AND CASH EQUIVALENTS			(436	)			(3,549	)			(224	)			(2,689	)
BALANCE OF CASH AND CASH EQUIVALENTS AT
BEGINNING OF PERIOD			3,170				6,125				2,958				5,265
BALANCE OF CASH AND CASH EQUIVALENTS AT
END OF PERIOD		$	2,734			$	2,576			$	2,734			$	2,576

 

 

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