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, 2021
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
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.
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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 2021 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 8, 2021 | President and Chief Executive Officer | |
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EXHIBIT INDEX
|
Exhibit
Number |
Description of Exhibit | |
| 1. | Press Release: MIND CTI Reports Third Quarter 2021 Results |
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Exhibit 1
MIND CTI Reports Third Quarter 2021 Results
Yoqneam, Israel, November 8, 2021 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, 2021.
The following will summarize our major achievements in the third quarter of 2021, 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 2021 Financial Highlights
| ● | Revenues were $7.0 million, compared to $5.9 million in the third quarter of 2020, with the increase attributed to the messaging segment. |
| ● | Operating income was $1.7 million, compared to $1.4 million in the third quarter of 2020. |
| ● | Net income was $1.4 million, or $0.07 per share, compared to $1.4 million, or $0.07 per share in the third quarter of 2020. |
| ● | Cash flow from operating activities was $0.6 million, compared to $1.9 million in the third quarter of 2020. |
| ● | One new small win. |
| ● | Cash position was $16.1 million as of September 30, 2021. |
Nine Months Financial Highlights
| ● | Revenues were $20.4 million, compared to $17.6 million in the first nine months of 2020, with the increase attributed to the messaging segment. |
| ● | Operating income was $5.2 million, compared to $4.1 million in the first nine months of 2020. |
| ● | Net income was $4.4 million, or $0.22 per share, compared to $4.0 million, or $0.20 per share in the first nine months of 2020. |
| ● | Cash flows from operating activities in the first nine months of 2021 was $4.4 million, compared to $4.2 million in the first nine months of 2020. |
Monica Iancu, MIND CTI CEO, commented: “Our business environment remains challenging as described in previous press releases. To succeed in the age of digital services, both carriers and enterprises need fast and agile ways of digital transformation. Our ongoing investment in maintaining up-to-date technology and infrastructure ensures increased security for the customers running our platforms. We understand our customers’ businesses, as well as their needs and challenges. We have the teams and the expertise to provide timely upgrades and customizations required to support our customers in the ever-changing marketplace and are pleased with our execution of ongoing projects.”
Revenue Distribution for Q3 2021
Europe represented 56% (including the Message Mobile and GTX revenues in Germany that represented 48%), the Americas represented 37%, and the rest of the world represented 7% of total revenues.
Customer care and billing software totaled $3.1 million, or 45% of total revenues, enterprise messaging and payment solutions were $3.4 million, or 48% of total revenues, and enterprise call accounting software totaled $0.5 million, or 7% of our total revenues.
Maintenance and additional services were $6.8 million, or 97% of total revenues, while licenses totaled $0.2 million, or 3% of total revenues.
Revenue Distribution for Nine Months 2021
Europe represented 57% (including the Message Mobile and GTX revenues in Germany that represented 46%), the Americas represented 35%, and the rest of the world represented 8% of total revenues.
Customer care and billing software totaled $9.3 million, or 46% of total revenues, enterprise messaging and payment solutions were $9.5 million, or 46% of total revenues, and enterprise call accounting software totaled $1.6 million, or 8% of our total revenues.
Maintenance and additional services were $19.4 million, or 95% of total revenues, while licenses totaled $1.0 million, or 5% of total revenues.
New Win
The new win is MIND’s first IoT project. MIND will support the deployment of smart electricity meters on top of a new cellular private network delivered by Ericsson. The MINDBill platform will be used for SIM activation. MIND’s platform includes also management of the devices, mediation, processing and reporting on the devices data usage.
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.
The excess of demand for acquisition targets increased the challenge to find attractive deals.
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 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 COVID-19 pandemic and mitigation measures in connection thereto, 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, the impact of the COVID-19 pandemic on our customers and 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 CTI Ltd.
Tel: +972-4-993-6666
investor@mindcti.com
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MIND C.T.I. LTD.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
|
Three Months Ended
September 30, |
Nine Months Ended
September 30, |
|||||||||||||||
| 2021 | 2020 | 2021 | 2020 | |||||||||||||
| U.S. dollars in thousands (except per share data) | ||||||||||||||||
| REVENUES | $ | 7,001 | $ | 5,912 | $ | 20,365 | $ | 17,555 | ||||||||
| COST OF REVENUES | 3,549 | 2,857 | 9,781 | 8,334 | ||||||||||||
| GROSS PROFIT | 3,452 | 3,055 | 10,584 | 9,221 | ||||||||||||
| OPERATING EXPENSES: | ||||||||||||||||
| Research and development | 1,133 | 1,015 | 3,108 | 2,936 | ||||||||||||
| Selling and marketing | 199 | 185 | 1,049 | 859 | ||||||||||||
| General and administrative | 400 | 424 | 1,229 | 1,300 | ||||||||||||
| Total operating expenses | 1,732 | 1,624 | 5,386 | 5,095 | ||||||||||||
| OPERATING INCOME | 1,720 | 1,431 | 5,198 | 4,126 | ||||||||||||
| FINANCIAL INCOME (EXPENSES), net | (32 | ) | 69 | 18 | 195 | |||||||||||
| INCOME BEFORE TAXES ON INCOME | 1,688 | 1,500 | 5,216 | 4,321 | ||||||||||||
| TAXES ON INCOME | 261 | 94 | 793 | 328 | ||||||||||||
| NET INCOME | $ | 1,427 | $ | 1,406 | $ | 4,423 | $ | 3,993 | ||||||||
| EARNINGS PER SHARE - basic and diluted - in U.S. dollars | $ | 0.07 | $ | 0.07 | $ | 0.22 | $ | 0.20 | ||||||||
|
WEIGHTED AVERAGE NUMBER OF SHARES USED IN COMPUTATION OF EARNINGS PER SHARE - in thousands: |
||||||||||||||||
| Basic | 20,008 | 19,899 | 19,995 | 19,898 | ||||||||||||
| Diluted | 20,240 | 20,111 | 20,259 | 20,109 | ||||||||||||
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MIND C.T.I. LTD.
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited)
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MIND C.T.I. LTD.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
| Three Months Ended | Nine Months Ended | |||||||||||||||
| September 30, | September 30, | |||||||||||||||
| 2021 | 2020 | 2021 | 2020 | |||||||||||||
| U.S. dollars in thousands | ||||||||||||||||
| CASH FLOWS FROM OPERATING ACTIVITIES: | ||||||||||||||||
| Net income | $ | 1,427 | $ | 1,406 | $ | 4,423 | $ | 3,993 | ||||||||
| Adjustments to reconcile net income to net cash provided | ||||||||||||||||
| by operating activities: | ||||||||||||||||
| Depreciation and amortization | 46 | 61 | 147 | 154 | ||||||||||||
| Accrued severance pay | - | 16 | 68 | 81 | ||||||||||||
| Deferred income taxes, net | (31 | ) | (80 | ) | (59 | ) | (98 | ) | ||||||||
| Unrealized gain from marketable securities, net | (4 | ) | (9 | ) | (19 | ) | (35 | ) | ||||||||
| Realized loss (gain) on sale of marketable securities, net | - | (18 | ) | 10 | (25 | ) | ||||||||||
| Realized gain on sale of property and equipment | (3 | ) | (3 | ) | ||||||||||||
| Employees share-based compensation expenses | 49 | 58 | 132 | 171 | ||||||||||||
| Changes in operating asset and liability items: | ||||||||||||||||
| Decrease (increase) in accounts receivable: | ||||||||||||||||
| Trade | 1,039 | 94 | (177 | ) | 323 | |||||||||||
| Other | 69 | 173 | 1 | (16 | ) | |||||||||||
| Decrease (increase) in prepaid expenses: | 16 | 38 | 69 | (2 | ) | |||||||||||
| Increase (decrease) in accounts payable and accruals: | ||||||||||||||||
| Trade | (303 | ) | 10 | 150 | (127 | ) | ||||||||||
| Other | (34 | ) | 69 | 756 | (58 | ) | ||||||||||
| Change in operating lease liability | (16 | ) | 44 | (58 | ) | 40 | ||||||||||
| Decrease (increase) in deferred revenues | (1,652 | ) | 2 | (1,019 | ) | (216 | ) | |||||||||
| Net cash provided by operating activities | 603 | 1,864 | 4,421 | 4,185 | ||||||||||||
| CASH FLOWS FROM INVESTING ACTIVITIES: | ||||||||||||||||
| Purchase of property and equipment | 1 | (7 | ) | (33 | ) | (60 | ) | |||||||||
| Severance pay funds | (3 | ) | (32 | ) | (68 | ) | (95 | ) | ||||||||
| Proceeds from sale of marketable securities | - | 502 | 1,369 | 494 | ||||||||||||
| Proceeds from sale of property and equipment | 3 | - | 3 | - | ||||||||||||
| Proceeds from redemption of (investment in) short-term bank deposits | (1,061 | ) | 1,765 | (2,161 | ) | 1,695 | ||||||||||
| Net cash provided by (used in) investing activities | (1,060 | ) | 2,228 | (890 | ) | 2,034 | ||||||||||
| CASH FLOWS FROM FINANCING ACTIVITIES: | ||||||||||||||||
| Dividend paid | - | - | (5,197 | ) | (4,775 | ) | ||||||||||
| Net cash used in financing activities | - | - | (5,197 | ) | (4,775 | ) | ||||||||||
| Translation adjustments on cash and cash equivalents | 11 | 31 | (74 | ) | 37 | |||||||||||
| INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS | (446 | ) | 4,123 | (1,740 | ) | 1,481 | ||||||||||
| BALANCE OF CASH AND CASH EQUIVALENTS AT | ||||||||||||||||
| BEGINNING OF PERIOD | 6,966 | 3,837 | 8,260 | 6,479 | ||||||||||||
| BALANCE OF CASH AND CASH EQUIVALENTS AT | ||||||||||||||||
| END OF PERIOD | $ | 6,520 | $ | 7,960 | $ | 6,520 | $ | 7,960 | ||||||||
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