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 May, 2024
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:
MIND CTI Reports First Quarter 2024 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, | ||
| /s/ Monica Iancu | ||
| Title: | Monica Iancu | |
| Date: May 8, 2024 | President and Chief Executive Officer | |
EXHIBIT INDEX
| Exhibit Number | Description of Exhibit | |
| 1. | MIND CTI Reports First Quarter 2024 Results |
Exhibit 99.1
MIND CTI Reports First Quarter 2024 Results
Yoqneam, Israel, May 8, 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, 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, 2024.
The following will summarize our major achievements in the first quarter of 2024, 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 $5.8 million, compared with $5.5 million in the first quarter of 2023. |
| ● | Operating income was $1.2 million, or 22% of total revenues, compared with $1.3 million, or 24% of total revenues in the first quarter of 2023. |
| ● | Net income was $1.3 million, or $0.07 per share, same as in the first quarter of 2023. |
| ● | Cash flow from operating activities was $0.9 million, compared with $0.6 million in the first quarter of 2023. |
| ● | Multiple follow-on orders. |
| ● | Cash position was $17.4 million as of March 31, 2024 (before the dividend distribution of $4.9 million in April 2024). |
Monica Iancu, MIND CTI’s Chief Executive Officer, commented: “Our messaging segment was favorably impacted this quarter by larger than usual customer campaigns. In our billing segment, we continue to invest in new technologies, mainly to support the 5G and IoT, and to expand our platforms to better support digital transformations. This quarter we released the first version of our SIM OTA (Over-The-Air) provisioning platform that helps our customers to remotely manage the SIM card resources, mainly the encryption keys, the applications on the SIMs and the preferred PLMN (Public Land Mobile Network).
“The situation in Israel is still tense, 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 resilience, seamless delivery, development, and ongoing support to our customers.”
Revenue Distribution
Revenues in Europe represented 60% (including the messaging segment revenues in Germany that represented 41%), revenues in the Americas represented 34%, and revenues in the rest of the world represented 6% of total revenues.
Revenues from our customer care and billing software were $2.9 million, or 51% of total revenues, revenues from our enterprise messaging and payment solutions were $2.4 million, or 41% of total revenues, and revenues from our enterprise call accounting software were $0.5 million, or 8% of total revenues.
Revenues from maintenance and additional services were $5.7 million, or 99% of total revenues, while revenues from licenses were $0.1 million, or 1% of total revenues.
Dividend Distribution
As previously announced, the Board declared on March 6, 2024 a gross dividend of $0.24 per share with tax being withheld at a rate of 20%.
The dividend of approximately $4.9 million, is presented in our balance sheet as of March 31, 2024 among other payables. The distrubution and the impact on cash position occur in Q2 2024.
AGM and Board of Directors Update
The Company held its Annual General Meeting of Shareholders on May 6, 2024 and all the proposed resolutions were approved.
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: +972-4-993-6666
investor@mindcti.com
MIND C.T.I. LTD.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
| Three Months Ended | ||||||||
| March 31, | ||||||||
| 2024 | 2023 | |||||||
| U.S. dollars in thousands (except per share data) |
||||||||
| REVENUES | $ | 5,765 | $ | 5,487 | ||||
| COST OF REVENUES | 2,974 | 2,787 | ||||||
| GROSS PROFIT | 2,791 | 2,700 | ||||||
| OPERATING EXPENSES: | ||||||||
| Research and development | 882 | 900 | ||||||
| Selling and marketing | 315 | 265 | ||||||
| General and administrative | 351 | 229 | ||||||
| Total operating expenses | 1,548 | 1,394 | ||||||
| OPERATING INCOME | 1,243 | 1,306 | ||||||
| FINANCIAL INCOME, net | 188 | 148 | ||||||
| INCOME BEFORE TAXES ON INCOME | 1,431 | 1,454 | ||||||
| TAXES ON INCOME | 97 | 109 | ||||||
| NET INCOME | $ | 1,334 | $ | 1,345 | ||||
| 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 | 20,205 | 20,131 | ||||||
| Diluted | 20,520 | 20,420 | ||||||
MIND C.T.I. LTD.
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited)
| March 31, | December 31, | |||||||
| 2024 | 2023 | |||||||
| U.S. dollars in thousands | ||||||||
| ASSETS | ||||||||
| CURRENT ASSETS: | ||||||||
| Cash and cash equivalents | $ | 4,744 | $ | 2,958 | ||||
| Short-term bank deposits | 12,531 | 13,464 | ||||||
| Marketable securities | 183 | 182 | ||||||
| Accounts receivable, net | 2,569 | 2,295 | ||||||
| Other current assets | 624 | 538 | ||||||
| Prepaid expenses | 391 | 277 | ||||||
| Total current assets | 21,042 | 19,714 | ||||||
| NON-CURRENT ASSETS: | ||||||||
| Accounts receivable | 648 | 714 | ||||||
| Severance pay fund | 2,090 | 2,051 | ||||||
| Deferred income taxes | 106 | 102 | ||||||
| Property and equipment, net | 197 | 216 | ||||||
| Right-of-use assets, net | 618 | 690 | ||||||
| Intangible assets, net | 230 | 266 | ||||||
| Goodwill | 7,817 | 7,872 | ||||||
| Total assets | $ | 32,748 | $ | 31,625 | ||||
| LIABILITIES AND SHAREHOLDERS’ EQUITY | ||||||||
| CURRENT LIABILITIES: | ||||||||
| Accounts payable | $ | 1,101 | $ | 989 | ||||
| Other current liabilities and accruals | 6,504 | 1,749 | ||||||
| Current maturities of lease liabilities | 185 | 218 | ||||||
| Deferred revenues | 1,397 | 1,517 | ||||||
| Total current liabilities | 9,187 | 4,473 | ||||||
| LONG-TERM LIABILITIES: | ||||||||
| Deferred revenues | 74 | 100 | ||||||
| Lease liabilities, net of current maturities | 381 | 424 | ||||||
| Accrued severance pay | 2,094 | 2,060 | ||||||
| Deferred income taxes | 69 | 80 | ||||||
| Total liabilities | 11,805 | 7,137 | ||||||
| SHAREHOLDERS’ EQUITY: | ||||||||
| Share capital | 54 | 54 | ||||||
| Additional paid-in capital | 27,775 | 27,776 | ||||||
| Accumulated other comprehensive loss | (1,077 | ) | (1,001 | ) | ||||
| Accumulated deficit | (4,868 | ) | (1,334 | ) | ||||
| Treasury shares | (941 | ) | (1,007 | ) | ||||
| Total shareholders’ equity | 20,943 | 24,488 | ||||||
| Total liabilities and shareholders’ equity | $ | 32,748 | $ | 31,625 | ||||
MIND C.T.I. LTD.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
| Three Months Ended | ||||||||
| March 31, | ||||||||
| 2024 | 2023 | |||||||
| U.S. dollars in thousands | ||||||||
| CASH FLOWS FROM OPERATING ACTIVITIES: | ||||||||
| Net income | $ | 1,334 | $ | 1,345 | ||||
| Adjustments to reconcile net income to net cash provided by operating activities: | ||||||||
| Depreciation and amortization | 48 | 49 | ||||||
| Deferred income taxes, net | (13 | ) | (12 | ) | ||||
| Accrued severance pay | 6 | 7 | ||||||
| Unrealized loss (gain) from marketable securities, net | (1 | ) | 15 | |||||
| Employees share-based compensation expenses | 64 | 68 | ||||||
| Changes in operating asset and liability items: | ||||||||
| Increase in accounts receivable, net | (237 | ) | (522 | ) | ||||
| Increase in other current assets | (87 | ) | (112 | ) | ||||
| Increase in prepaid expenses | (114 | ) | (84 | ) | ||||
| Increase in accounts payable | 133 | 62 | ||||||
| Decrease in other current liabilities and accruals | (106 | ) | (2 | ) | ||||
| Change in operating lease liability | (4 | ) | (2 | ) | ||||
| Decrease in deferred revenues | (146 | ) | (258 | ) | ||||
| Net cash provided by operating activities | 877 | 554 | ||||||
| CASH FLOWS FROM INVESTING ACTIVITIES: | ||||||||
| Purchase of property and equipment | - | (42 | ) | |||||
| Severance pay funds | (11 | ) | (14 | ) | ||||
| Proceeds from redemption of short-term bank deposits | 933 | 1,053 | ||||||
| Net cash provided by investing activities | 922 | 997 | ||||||
| TRANSLATION ADJUSTMENTS ON CASH AND CASH EQUIVALENTS | (13 | ) | 19 | |||||
| INCREASE IN CASH AND CASH EQUIVALENTS | 1,786 | 1,570 | ||||||
| BALANCE OF CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD | 2,958 | 5,265 | ||||||
| BALANCE OF CASH AND CASH EQUIVALENTS AT END OF PERIOD | $ | 4,744 | $ | 6,835 | ||||
5