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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 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 May, 2023
Commission File Number: 000-31215
MIND C.T.I. LTD.
(Translation of registrant’s name into English)
2 HaCarmel St., Yoqneam Ilit 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 if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): N/A
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): N/A
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 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.
INCORPORATION BY REFERENCE
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:
Press Release: MIND CTI Reports First Quarter 2023 Results
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, | ||
| Date: May 10, 2023 | /s/ Monica Iancu | |
| Title: | Monica Iancu | |
| President and Chief Executive Officer | ||
EXHIBIT INDEX
| Exhibit Number | Description of Exhibit | |
| 1. | MIND CTI Reports First Quarter 2023 Results |
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Exhibit 1
MIND CTI Reports First Quarter 2023 Results
Yoqneam, Israel, May 10, 2023 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, enterprise solutions for unified communications analytics and call accounting solutions as well as enterprise messaging solutions, today announced results for its first quarter ended March 31, 2023.
The following will summarize our major achievements in the first quarter of 2023, as well as our business. The 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.
Financial Highlights
| ● | Revenues were $5.5 million, compared with $5.7 million in the first quarter of 2022. |
| ● | Operating income was $1.3 million, or 24% of total revenues, compared with $1.6 million, or 29% of total revenues in the first quarter of 2022. |
| ● | Net income was $1.3 million, or $0.07 per share, compared with $1.5 million, or $0.07 per share in the first quarter of 2022. |
| ● | Cash flow from operating activities was $0.6 million, compared with $0.5 million in the first quarter of 2022. |
| ● | Multiple follow-on orders. |
| ● | Cash position was $17.9 million as of March 31, 2023 (before the dividend distribution of $4.8 million in April 2023). |
Monica Iancu, MIND CTI’s Chief Executive Officer, commented: “As in previous quarters, we continue to benefit from the long-term successful relationships with our customers that appreciate our commitment to provide the highest level of support and the best products and services. We work with well designed and efficient processes that ensure our operating efficiency and productivity. Our customers, from time to time, increase their licenses and the scope of the solutions we provide to them. We expanded our platforms to better support digital transformations and in Q1 2023 we secured a second customer for the online store / e-commerce module that we developed. We made progress with the implementations for the two new customers we won in 2022. We remain active in our search for suitable acquisitions in order to enhance our market position.”
Revenue Distribution
Europe represented 54% (including the Message Mobile and GTX revenues in Germany that represented 38%), the Americas represented 37%, and the rest of the world represented 9% of total revenues.
Customer care and billing software totaled $2.8 million, or 52% of total revenues, enterprise messaging and payment solutions were $2.1 million, or 38% of total revenues and enterprise solutions totaled $0.6 million, or 10% of total revenues.
Licenses totaled $0.2 million, or 4% of total revenues, while maintenance and additional services were $5.3 million, or 96% of total revenues.
Dividend Distribution
As previously announced, the Board declared on March 8, 2023 a gross dividend of $0.24 per share with tax being withheld at a rate of 22%.
The dividend of approximately $4.8 million, is presented in our balance sheet as of March 31, 2023 among other payables. The net dividend was distributed to our shareholders and withholding taxes were paid in Q2 2023.
AGM and Board of Directors Update
The Company held its Annual General Meeting of Shareholders on May 9, 2023 and all the proposed resolutions were approved.
Mr. Barzilay was appointed Chairman of the Board, replacing Mr. Meir Nissensohn that resigned from our Board of Directors.
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 the United States, Romania, Germany and Israel.
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: +972-4-993-6666
investor@mindcti.com
MIND C.T.I. LTD.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
| Three Months Ended | ||||||||
| March 31, | ||||||||
| 2023 | 2022 | |||||||
| U.S. dollars in thousands (except per share data) | ||||||||
| REVENUES | $ | 5,487 | $ | 5,691 | ||||
| COST OF REVENUES | 2,787 | 2,607 | ||||||
| GROSS PROFIT | 2,700 | 3,084 | ||||||
| OPERATING EXPENSES: | ||||||||
| Research and development | 900 | 944 | ||||||
| Selling and marketing | 265 | 147 | ||||||
| General and administrative | 229 | 369 | ||||||
| Total operating expenses | 1,394 | 1,460 | ||||||
| OPERATING INCOME | 1,306 | 1,624 | ||||||
| FINANCIAL INCOME, net | 148 | 7 | ||||||
| INCOME BEFORE TAXES ON INCOME | 1,454 | 1,631 | ||||||
| TAXES ON INCOME | 109 | 130 | ||||||
| NET INCOME | $ | 1,345 | $ | 1,501 | ||||
| EARNINGS PER SHARE - basic and diluted - in U.S. dollars | $ | 0.07 | $ | 0.07 | ||||
| WEIGHTED AVERAGE NUMBER OF SHARES USED IN COMPUTATION OF EARNINGS PER SHARE - in thousands: | ||||||||
| Basic | 20,131 | 20,066 | ||||||
| Diluted | 20,420 | 20,318 | ||||||
MIND C.T.I. LTD.
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited)
| March 31, | December 31, | |||||||
| 2023 | 2022 | |||||||
| U.S. dollars in thousands | ||||||||
| ASSETS | ||||||||
| CURRENT ASSETS: | ||||||||
| Cash and cash equivalents | $ | 6,835 | $ | 5,265 | ||||
| Short-term bank deposits | 10,987 | 12,040 | ||||||
| Marketable securities | 159 | 174 | ||||||
| Accounts receivable, net | 2,877 | 2,357 | ||||||
| Other current assets | 407 | 293 | ||||||
| Prepaid expenses | 254 | 169 | ||||||
| Total current assets | 21,519 | 20,298 | ||||||
| NON-CURRENT ASSETS: | ||||||||
| Accounts receivable | 81 | 58 | ||||||
| Severance pay fund | 1,897 | 1,914 | ||||||
| Deferred income taxes | 146 | 143 | ||||||
| Property and equipment, net | 250 | 225 | ||||||
| Right-of-use assets, net | 886 | 946 | ||||||
| Intangible assets, net | 351 | 374 | ||||||
| Goodwill | 7,832 | 7,785 | ||||||
| Total assets | $ | 32,962 | $ | 31,743 | ||||
| LIABILITIES AND SHAREHOLDERS’ EQUITY | ||||||||
| CURRENT LIABILITIES: | ||||||||
| Accounts payable | $ | 1,015 | $ | 937 | ||||
| Other current liabilities and accruals | 6,823 | 1,978 | ||||||
| Current maturities of lease liabilities | 275 | 271 | ||||||
| Deferred revenues | 1,715 | 1,986 | ||||||
| Total current liabilities | 9,828 | 5,172 | ||||||
| LONG-TERM LIABILITIES: | ||||||||
| Deferred revenues | 120 | 107 | ||||||
| Lease liabilities, net of current maturities | 549 | 615 | ||||||
| Accrued severance pay | 1,906 | 1,930 | ||||||
| Deferred income taxes | 105 | 112 | ||||||
| Total liabilities | 12,508 | 7,936 | ||||||
| SHAREHOLDERS’ EQUITY: | ||||||||
| Share capital | 54 | 54 | ||||||
| Additional paid-in capital | 27,580 | 27,546 | ||||||
| Accumulated other comprehensive loss | (1,002 | ) | (1,073 | ) | ||||
| Accumulated deficit | (5,155 | ) | (1,662 | ) | ||||
| Treasury shares | (1,023 | ) | (1,058 | ) | ||||
| Total shareholders’ equity | 20,454 | 23,807 | ||||||
| Total liabilities and shareholders’ equity | $ | 32,962 | $ | 31,743 | ||||
MIND C.T.I. LTD.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
| Three Months Ended | ||||||||
| March 31, | ||||||||
| 2023 | 2022 | |||||||
| U.S. dollars in thousands | ||||||||
| CASH FLOWS FROM OPERATING ACTIVITIES: | ||||||||
| Net income | $ | 1,345 | $ | 1,501 | ||||
| Adjustments to reconcile net income to net cash provided by | ||||||||
| operating activities: | ||||||||
| Depreciation and amortization | 49 | 46 | ||||||
| Deferred income taxes, net | (12 | ) | (7 | ) | ||||
| Accrued severance pay | 7 | (6 | ) | |||||
| Unrealized loss from marketable securities, net | 15 | 13 | ||||||
| Employees share-based compensation expenses | 68 | 47 | ||||||
| Changes in operating asset and liability items: | ||||||||
| Increase in accounts receivable, net | (522 | ) | (478 | ) | ||||
| Increase in other current assets | (112 | ) | (64 | ) | ||||
| Increase in prepaid expenses | (84 | ) | (49 | ) | ||||
| Increase in accounts payable | 62 | 268 | ||||||
| Decrease in other current liabilities and accruals | (2 | ) | (463 | ) | ||||
| Change in operating lease liability | (2 | ) | (24 | ) | ||||
| Decrease in deferred revenues | (258 | ) | (295 | ) | ||||
| Net cash provided by operating activities | 554 | 489 | ||||||
| CASH FLOWS FROM INVESTING ACTIVITIES: | ||||||||
| Purchase of property and equipment | (42 | ) | (12 | ) | ||||
| Severance pay funds | (14 | ) | (17 | ) | ||||
| Proceeds from short-term bank deposits | 1,053 | 789 | ||||||
| Net cash provided by investing activities | 997 | 760 | ||||||
| TRANSLATION ADJUSTMENTS ON CASH AND CASH EQUIVALENTS | 19 | (28 | ) | |||||
| INCREASE IN CASH AND CASH EQUIVALENTS | 1,570 | 1,221 | ||||||
| BALANCE OF CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD | 5,265 | 4,182 | ||||||
| BALANCE OF CASH AND CASH EQUIVALENTS AT END OF PERIOD | $ | 6,835 | $ | 5,403 | ||||
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