MNDO MIND C T I Ltd

 

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 March, 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

 

 

 

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 Fourth Quarter and Full Year 2023 Results

 

*Board Declares Cash Dividend

* MIND CTI to Host Annual Meeting of Shareholders

 

 

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: March 6, 2024	President and Chief Executive Officer

 

 

EXHIBIT INDEX

 

Exhibit Number		Description of Exhibit
1.		MIND CTI Reports Fourth Quarter and Full Year 2023 Results

 

*Board Declares Cash Dividend

* MIND CTI to Host Annual Meeting of Shareholders

 

 

4

Exhibit 99.1

 

MIND CTI Reports Fourth Quarter and Full Year 2023 Results

*Board Declares Cash Dividend

* MIND CTI to Host Annual Meeting of Shareholders

 

Yoqneam, Israel, March 6, 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 fourth quarter of 2023 and its full year ended December 31, 2023.

 

The following will summarize our business in the fourth quarter of 2023 and provide a more detailed review of the financial results for the quarter and for the full year. 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.

 

Financial Highlights of Q4 2023

 

	●	Revenues of $5.6 million, compared to $5.4 million in the fourth quarter of 2022.
	●	Operating income of $ 1.2 million, or 21% of total revenue, compared to $1.2 million, or 23% of revenue in the fourth quarter of 2022.
	●	Net income of $1.4 million, or $0.06 per share, compared to $1.3 million, or $0.06 per share in the fourth quarter of 2022.
	●	Cash flow from operating activities of $0.7 million, compared to $1.4 million in the fourth quarter of 2022.

 

Financial Highlights of Full Year 2023

 

	●	Revenues of $21.6 million, compared to $21.5 million in 2022.
	●	Operating income of $4.7 million, or 22% of total revenue, compared to $5.5 million, or 26% of total revenue in 2022.
	●	Net income of $5.2 million, or $0.26 per share, compared to $5.3 million, or $0.26 per share in 2022.
	●	Cash flow from operating activities of $4.1 million, compared to $4.5 million in 2022.
	●	Cash position of approximately $16.6 million as of December 31, 2023.

 

Monica Iancu, MIND CTI’s Chief Executive Officer, commented: “The revenue mix between the billing segment and the messaging segment led to lower operating margins in 2023. The Euro appreciation to the U.S. dollar had a positive impact on our total revenues, but it also led to increased personnel expenses. The decrease in cash flow from operating activities in 2023 compared to 2022 is mainly due to extended payment terms, uncommon to us, in one of our projects.

 

“In our billing segment, we experienced some revenue decline, mainly due to the delay in completion of a project for the implementation of our MINDBill convergent BSS and the migration from incumbent systems to the MINDBill platform, for reasons that are not in our control. The messaging segment’s business results are difficult to predict, as external factors have a strong impact on both revenues and margins. We expect our business results to present volatility in revenues, margins and cash flows.

 

“We continue to pursue M&A opportunities that could be a source of growth and at the same time we continue to invest in new technologies to enhance our offering, to support 5G technologies, to migrate to native cloud solutions and to support carriers’ digital transformation.”

 

 

Revenue Distribution for Q4 2023

 

Revenues in Europe represented 62% (including the messaging segment revenues in Germany that represented 39%), revenues in the Americas represented 33%, and revenues in the rest of the world represented 5% of our total revenues.

 

Revenues from our customer care and billing software were $2.9 million, or 52% of total revenues, revenues from enterprise messaging and payment solutions were $2.2 million, or 39% of our total revenues, and revenues from our enterprise call accounting software were $0.5 million, or 9% of total revenues.

 

Revenues from maintenance and additional services were $5.5 million, or 98% of our total revenues, while revenues from licenses were $0.1 million, or 2% of our total revenues.

 

Revenue Distribution for Full Year 2023

 

Revenues in Europe represented 54% (including the messaging segment revenues in Germany that represented 37%), revenues in the Americas represented 37%, and revenues in the rest of the world represented 9% of our total revenues.

 

Revenues from our customer care and billing software were $11.5 million, or 53% of total revenues, revenues from enterprise messaging and payment solutions were $7.9 million, or 37% of our total revenues, and revenues from enterprise call accounting software were $2.2 million, or 10% of our total revenues.

 

Revenues from maintenance and additional services were $21 million, or 97% of our total revenues, compared to $20.9 million or 97% of our total revenues in 2022, while revenues from licenses were $0.6 million, or 3% of our total revenues, compared to $0.6 million, or 3% of total revenues in 2022.

 

Follow-on Orders and New Win in 2023

 

Throughout 2023, we had multiple follow-on orders and one new win.

 

The win was with a European customer, early in the third quarter of 2023. The project completion is expected during the third quarter of 2024.

 

The follow-on orders from longtime existing customers mainly included license upgrades, based on number of subscribers, enhancements of scope with additional functionality and implementations of our online store / e-commerce module that we developed.

 

Dividend Distribution

 

We first adopted a dividend policy in 2003 and we continue to believe that our annual dividends enhance shareholder value.

 

Taking into consideration our dividend policy and the remaining cash after the distribution, on March 6, 2024, our Board of Directors declared a gross dividend of $0.24 per share. The record date for the dividend will be March 20, 2024, and the payment date will be April 4, 2024. Tax will be withheld at a rate of 20%.

 

AGM

 

MIND also announced today that its 2024 Annual General Meeting of Shareholders will be held on May 6, 2024, at 10:00 A.M. (Israel time), at the offices of the Company, 2 HaCarmel Street, Yoqneam 2066724, Israel.

 

Shareholders of record at the close of business on April 3, 2024 are entitled to vote at the Meeting. All shareholders are cordially invited to attend the Meeting in person. Proxy statements and proxy cards for use by shareholders that cannot attend the meeting in person will be sent by mail.

 

 

The agenda of the meeting is as follows:

 

(i)

to reappoint Fahn Kanne & Co. Grant Thornton Israel as the Company’s independent auditor until the close of the following Annual General Meeting and to authorize the Board of Directors of the Company to determine its remuneration or to delegate the Audit Committee thereof to do so;

 

(ii)

to elect Ms. Orly Sorokin as a Class III director of the Company until the 2027 Annual General Meeting; and

 

(iii)

to discuss the Company’s audited financial statements for the year ended December 31, 2023.

 

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								Year Ended
		December 31,								December 31,
		2023				2022				2023				2022
		U.S. dollars in thousands (except per share data)
REVENUES		$	5,609			$	5,368			$	21,612			$	21,551
COST OF REVENUES			2,834				2,589				10,746				10,044
GROSS PROFIT			2,775				2,779				10,866				11,507
OPERATING EXPENSES:
Research and development			868				837				3,538				3,495
Selling and marketing			358				344				1,162				965
General and administrative			395				389				1,417				1,523
Total operating expenses			1,621				1,570				6,117				5,983
OPERATING INCOME			1,154				1,209				4,749				5,524
FINANCIAL INCOME, net			345				150				777				93
INCOME BEFORE TAXES ON INCOME			1,499				1,359				5,526				5,617
TAXES ON INCOME			65				87				359				330
NET INCOME		$	1,434			$	1,272			$	5,167			$	5,287
EARNINGS PER SHARE - in U.S. dollars:
Basic		$	0.06			$	0.06			$	0.26			$	0.26
Diluted		$	0.06			$	0.06			$	0.25			$	0.26
WEIGHTED AVERAGE NUMBER OF SHARES USED IN COMPUTATION OF EARNINGS PER SHARE - in thousands:
Basic			20,218				20,170				20,163				20,099
Diluted			20,501				20,404				20,471				20,397

 

 

MIND C.T.I. LTD.

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited)

 

		December 31,
		2023				2022
		U.S. dollars in thousands
ASSETS
CURRENT ASSETS:
Cash and cash equivalents		$	2,958			$	5,265
Short-term bank deposits			13,464				12,040
Marketable securities			182				174
Accounts receivable, net			2,295				2,357
Other current assets			538				293
Prepaid expenses			277				169
Total current assets			19,714				20,298
NON-CURRENT ASSETS:
Accounts receivable			714				58
Severance pay fund			2,051				1,914
Deferred income taxes			102				143
Property and equipment, net			216				225
Right-of-use assets, net			690				946
Intangible assets, net			266				374
Goodwill			7,872				7,785
Total assets		$	31,625			$	31,743
LIABILITIES AND SHAREHOLDERS’ EQUITY
CURRENT LIABILITIES:
Accounts payable		$	989			$	937
Other current liabilities and accruals			1,749				1,978
Current maturities of lease liabilities			218				271
Deferred revenues			1,517				1,986
Total current liabilities			4,473				5,172
LONG-TERM LIABILITIES:
Deferred revenues			100				107
Lease liabilities, net of current maturities			424				615
Accrued severance pay			2,060				1,930
Deferred income taxes			80				112
Total liabilities			7,137				7,936
SHAREHOLDERS’ EQUITY:
Share capital			54				54
Additional paid-in capital			27,776				27,546
Accumulated other comprehensive loss			(1,001	)			(1,073	)
Accumulated deficit			(1,334	)			(1,662	)
Treasury shares			(1,007	)			(1,058	)
Total shareholders’ equity			24,488				23,807
Total liabilities and shareholders’ equity		$	31,625			$	31,743

 

 

MIND C.T.I. LTD.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

 

		Three Months Ended								Year Ended
		December 31,								December 31,
		2023				2022				2023				2022
		U.S. dollars in thousands
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income		$	1,434			$	1,332			$	5,167			$	5,287
Adjustments to reconcile net income to net cash provided
by operating activities:
Depreciation and amortization			49				61				196				193
Deferred income taxes, net			31				27				6				7
Accrued severance pay			18				18				46				41
Unrealized loss (gain) from marketable securities, net			(6	)			2				(8	)			34
Realized loss on sale of marketable securities, net			-				2				-				11
Employees share-based compensation expenses			68				69				281				258
Changes in operating asset and liability items:
Increase in accounts receivable, net			(412	)			(103	)			(549	)			(666	)
Increase in other current assets			(125	)			(10	)			(244	)			(149	)
Decrease (increase) in prepaid expenses			161				(7	)			(108	)			(45	)
Increase (decrease) in accounts payable			172				(241	)			20				139
Increase (decrease) in other current liabilities and accruals			35				296				(243	)			(265	)
Change in operating lease liability			30				29				12				(71	)
Increase (decrease) in deferred revenues			(744	)			24				(476	)			(216	)
Net cash provided by operating activities			711				1,439				4,100				4,558
CASH FLOWS FROM INVESTING ACTIVITIES:
Investment in marketable securities			-				(3	)			-				(11	)
Purchase of property and equipment			(11	)			(17	)			(64	)			(130	)
Severance pay funds			(12	)			(15	)			(53	)			(61	)
Proceeds from (investment in) short-term bank deposits			(280	)			100				(1,424	)			2,031
Net cash provided by (used in) investing activities			(303	)			65				(1,541	)			1,829
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			(26	)			103				(27	)			(77	)
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS			382				1,607				(2,307	)			1,083
BALANCE OF CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD			2,576				3,658				5,265				4,182
BALANCE OF CASH AND CASH EQUIVALENTS AT END OF PERIOD		$	2,958			$	5,265			$	2,958			$	5,265

 

 

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