エドガーで原本を確認する
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 November, 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 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 Third 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.
| Date: November 8, 2023 | By Order of the Board of Directors, | |
| /s/ Monica Iancu | ||
| Title: | Monica Iancu | |
| President and Chief Executive Officer | ||
EXHIBIT INDEX
| Exhibit Number |
Description of Exhibit | |
| 1. | MIND CTI Reports Third Quarter 2023 Results |
Exhibit 1
MIND CTI Reports Third Quarter 2023 Results
Yoqneam, Israel, November 8, 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, 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, 2023.
The following will summarize our major achievements in the third quarter of 2023, 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 2023 Financial Highlights
| ● | Revenues were $5.3 million, same as in the third quarter of 2022. |
| ● | Operating income was $1.2 million, compared to $1.4 million in the third quarter of 2022. |
| ● | Net income was $1.3 million, or $0.06 per share, same as in the third quarter of 2022. |
| ● | Cash flow from operating activities was $1.0 million, same as in the third quarter of 2022. |
| ● | Multiple follow-on orders. |
| ● | Cash position was $15.9 million as of September 30, 2023. |
Nine Months Financial Highlights
| ● | Revenues were $16.0 million, compared to $16.2 million in the first nine months of 2022. |
| ● | Operating income was $3.6 million, compared to $4.3 million in the first nine months of 2022. |
| ● | Net income was $3.7 million, or $0.19 per share, compared to $4.0 million, or $0.20 per share in the first nine months of 2022. |
| ● | Cash flow from operating activities in the first nine months of 2023 was $3.4 million, compared to $3.1 million in the first nine months of 2022. |
Monica Iancu, MIND CTI’s Chief Executive Officer, commented: “These are sad and challenging times for Israel, but we continue to operate as usual and support our customers worldwide. MIND is a global company, operating from different countries, according to an extensive business continuity plan that ensures seamless delivery, development, and ongoing support to our customers.
“We continue to experience healthy demand from existing customers. We are pleased with our timely completion of milestones in ongoing projects and the recurrent revenue stream.
“We thank our customers and partners for their care, kind words and support for the State of Israel.”
Revenue Distribution for Q3 2023
Europe represented 49% (including the messaging segment revenues in Germany that represented 35%), the Americas represented 38%, and the rest of the world represented 13% of total revenues.
Customer care and billing software totaled $2.9 million, or 55% of total revenues, enterprise messaging and payment solutions were $1.9 million, or 35% of total revenues, and enterprise call accounting software totaled $0.5 million, or 10% of total revenues.
Revenue Distribution for Nine Months 2023
Europe represented 51% (including the messaging segment revenues in Germany that represented 36%), the Americas represented 38%, and the rest of the world represented 11% of total revenues.
Customer care and billing software totaled $8.6 million, or 54% of total revenues, enterprise messaging and payment solutions were $5.8 million, or 36% of total revenues, and enterprise call accounting software totaled $1.6 million, or 10% of total revenues.
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 | Nine Months | |||||||||||||||
| Ended September 30, | Ended September 30, | |||||||||||||||
| 2023 | 2022 | 2023 | 2022 | |||||||||||||
| U.S. dollars in thousands (except per share data) | ||||||||||||||||
| REVENUES | $ | 5,264 | $ | 5,254 | $ | 16,003 | $ | 16,183 | ||||||||
| COST OF REVENUES | 2,590 | 2,470 | 7,912 | 7,455 | ||||||||||||
| GROSS PROFIT | 2,674 | 2,784 | 8,091 | 8,728 | ||||||||||||
| OPERATING EXPENSES: | ||||||||||||||||
| Research and development | 865 | 866 | 2,670 | 2,658 | ||||||||||||
| Selling and marketing | 240 | 188 | 804 | 621 | ||||||||||||
| General and administrative | 354 | 348 | 1,022 | 1,134 | ||||||||||||
| Total operating expenses | 1,459 | 1,402 | 4,496 | 4,413 | ||||||||||||
| OPERATING INCOME | 1,215 | 1,382 | 3,595 | 4,315 | ||||||||||||
| FINANCIAL INCOME (EXPENSES), net | 142 | 4 | 432 | (57 | ) | |||||||||||
| INCOME BEFORE TAXES ON INCOME | 1,357 | 1,386 | 4,027 | 4,258 | ||||||||||||
| TAXES ON INCOME | 107 | 96 | 294 | 243 | ||||||||||||
| NET INCOME | $ | 1,250 | $ | 1,290 | $ | 3,733 | $ | 4,015 | ||||||||
| EARNINGS PER SHARE - in U.S. dollars | ||||||||||||||||
| Basic | $ | 0.06 | $ | 0.06 | $ | 0.19 | $ | 0.20 | ||||||||
| Diluted | $ | 0.06 | $ | 0.06 | $ | 0.18 | $ | 0.20 | ||||||||
| WEIGHTED AVERAGE NUMBER OF SHARES USED IN COMPUTATION OF EARNINGS PER SHARE - in thousands: | ||||||||||||||||
| Basic | 20,212 | 20,107 | 20,158 | 20,093 | ||||||||||||
| Diluted | 20,489 | 20,359 | 20,460 | 20,388 | ||||||||||||
MIND C.T.I. LTD.
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited)
| September 30, | December 31, | |||||||
| 2023 | 2022 | |||||||
| U.S. dollars in thousands | ||||||||
| ASSETS | ||||||||
| CURRENT ASSETS: | ||||||||
| Cash and cash equivalents | $ | 2,576 | $ | 5,265 | ||||
| Short-term bank deposits | 13,184 | 12,040 | ||||||
| Marketable securities | 176 | 174 | ||||||
| Accounts receivable, net | 1,782 | 2,357 | ||||||
| Other current assets | 411 | 293 | ||||||
| Prepaid expenses | 439 | 169 | ||||||
| Total current assets | 18,568 | 20,298 | ||||||
| NON-CURRENT ASSETS: | ||||||||
| Accounts receivable | 766 | 58 | ||||||
| Severance pay fund | 1,906 | 1,914 | ||||||
| Deferred income taxes | 141 | 143 | ||||||
| Property and equipment, net | 221 | 225 | ||||||
| Right-of-use assets, net | 750 | 946 | ||||||
| Intangible assets, net | 284 | 374 | ||||||
| Goodwill | 7,771 | 7,785 | ||||||
| Total assets | $ | 30,407 | $ | 31,743 | ||||
| LIABILITIES AND SHAREHOLDERS’ EQUITY | ||||||||
| CURRENT LIABILITIES: | ||||||||
| Accounts payable | $ | 782 | $ | 937 | ||||
| Other current liabilities and accruals | 1,700 | 1,978 | ||||||
| Current maturities of lease liabilities | 253 | 271 | ||||||
| Deferred revenues | 2,279 | 1,986 | ||||||
| Total current liabilities | 5,014 | 5,172 | ||||||
| LONG-TERM LIABILITIES: | ||||||||
| Deferred revenues | 82 | 107 | ||||||
| Lease liabilities, net of current maturities | 419 | 615 | ||||||
| Employee rights upon retirement | 1,909 | 1,930 | ||||||
| Deferred income taxes | 85 | 112 | ||||||
| Total liabilities | 7,509 | 7,936 | ||||||
| SHAREHOLDERS’ EQUITY: | ||||||||
| Share capital | 54 | 54 | ||||||
| Additional paid-in capital | 27,713 | 27,546 | ||||||
| Accumulated other comprehensive loss | (1,089 | ) | (1,073 | ) | ||||
| Accumulated deficit | (2,769 | ) | (1,662 | ) | ||||
| Treasury shares | (1,011 | ) | (1,058 | ) | ||||
| Total shareholders’ equity | 22,898 | 23,807 | ||||||
| Total liabilities and shareholders’ equity | $ | 30,407 | $ | 31,743 | ||||
MIND C.T.I. LTD.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
| Three Months | Nine Months | |||||||||||||||
| Ended September 30, | Ended September 30, | |||||||||||||||
| 2023 | 2022 | 2023 | 2022 | |||||||||||||
| U.S. dollars in thousands | ||||||||||||||||
| CASH FLOWS FROM OPERATING ACTIVITIES: | ||||||||||||||||
| Net income | $ | 1,250 | $ | 1,290 | $ | 3,733 | $ | 4,015 | ||||||||
| Adjustments to reconcile net income to net cash provided | ||||||||||||||||
| by operating activities: | ||||||||||||||||
| Depreciation and amortization | 47 | 43 | 147 | 132 | ||||||||||||
| Deferred income taxes, net | (3 | ) | 9 | (25 | ) | (20 | ) | |||||||||
| Accrued severance pay | 9 | 13 | 28 | 23 | ||||||||||||
| Unrealized loss (gain) from marketable securities, net | (1 | ) | 1 | (2 | ) | 32 | ||||||||||
| Realized gain on sale of marketable securities, net | - | 9 | - | 9 | ||||||||||||
| Employees share-based compensation expenses | 72 | 74 | 213 | 189 | ||||||||||||
| Changes in operating asset and liability items: | ||||||||||||||||
| Decrease (increase) in accounts receivable, net | 2 | 241 | (137 | ) | (563 | ) | ||||||||||
| Decrease (increase) in other current assets | (51 | ) | 54 | (119 | ) | (139 | ) | |||||||||
| Increase in prepaid expenses | (162 | ) | (23 | ) | (269 | ) | (38 | ) | ||||||||
| Increase (decrease) in accounts payable | (257 | ) | 191 | (152 | ) | 380 | ||||||||||
| Increase (decrease) other current liabilities and accruals | 352 | 56 | (278 | ) | (561 | ) | ||||||||||
| Change in operating lease liability | (12 | ) | 4 | (18 | ) | (100 | ) | |||||||||
| Increase (decrease) in deferred revenues | (269 | ) | (938 | ) | 268 | (240 | ) | |||||||||
| Net cash provided by operating activities | 977 | 1,024 | 3,389 | 3,119 | ||||||||||||
| CASH FLOWS FROM INVESTING ACTIVITIES: | ||||||||||||||||
| Purchase of property and equipment | (9 | ) | (45 | ) | (53 | ) | (113 | ) | ||||||||
| Severance pay funds | (13 | ) | (14 | ) | (41 | ) | (46 | ) | ||||||||
| Proceeds from sale of (investment in) marketable securities | - | 789 | - | (8 | ) | |||||||||||
| Proceeds from (investment in) short-term bank deposits | (4,482 | ) | (2,951 | ) | (1,144 | ) | 1,931 | |||||||||
| Net cash provided by (used in) investing activities | (4,504 | ) | (2,221 | ) | (1,238 | ) | 1,764 | |||||||||
| CASH FLOWS FROM FINANCING ACTIVITIES: | ||||||||||||||||
| Dividend paid | - | - | (4,839 | ) | (5,227 | ) | ||||||||||
| Net cash used in financing activities | - | - | (4,839 | ) | (5,227 | ) | ||||||||||
| TRANSLATION ADJUSTMENTS ON CASH AND CASH EQUIVALENTS | (22 | ) | (63 | ) | (1 | ) | (180 | ) | ||||||||
| DECREASE IN CASH AND CASH EQUIVALENTS | (3,549 | ) | (1,260 | ) | (2,689 | ) | (524 | ) | ||||||||
| BALANCE OF CASH AND CASH EQUIVALENTS AT | ||||||||||||||||
| BEGINNING OF PERIOD | 6,125 | 4,918 | 5,265 | 4,182 | ||||||||||||
| BALANCE OF CASH AND CASH EQUIVALENTS AT | ||||||||||||||||
| END OF PERIOD | $ | 2,576 | $ | 3,658 | $ | 2,576 | $ | 3,658 | ||||||||
5