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 August, 2019
Commission File Number: 000-31215
MIND C.T.I. LTD.
(Translation of registrant’s name into English)
HaCarmel 2, Yoqneam 2069202, 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.
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 Second Quarter 2019 Results|
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: August 12, 2019||President and Chief Executive Officer|
|Exhibit Number||Description of Exhibit|
|1.||Press Release: MIND CTI Reports Second Quarter 2019 Results|
MIND CTI Reports Second Quarter 2019 Results
Yoqneam, Israel, August 12, 2019 MIND C.T.I. LTD. – (NasdaqGM:MNDO), a leading provider of convergent 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 second quarter ended June 30, 2019.
The following will summarize our major achievements in the second quarter of 2019 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.
|●||Revenues were $6.0 million, a 32.7% increase when compared with $4.6 in the second quarter of 2018, with the increase attributed to the acquisition of Message Mobile GmbH in March 2019, which generated revenues of approximately $1.9 million during the quarter.|
|●||Operating income was $1.0 million, or 17.2% of total revenues, compared with $1.3 million, or 28.4% of total revenues in the second quarter of 2018, with the decrease in operating income margin primarily reflecting the lower margins in the acquired business.|
|●||Net income was $1.0 million, or $0.05 per share, compared with $1.2 million, or $0.06 per share in the second quarter of 2018.|
|●||Cash flow from operating activities in the quarter was $1.1 million, compared with $0.9 million in the second quarter of 2018.|
Six Month Financial Highlights
|●||Revenues were $10.5 million, compared with $9.1 million in the first six months of 2018.|
|●||Operating income was $2.5 million, or 24.0% of total revenues, compared with $2.6 million or 28.1% of total revenues in the first six months of 2018.|
|●||Net income was $2.5 million, or $0.13 per share, compared with $2.3 million or $0.12 per share in the first six months of 2018.|
|●||Cash flow from operating activities in the first six months of 2019 was $3.4 million, compared with $2.3 million in the first six months of 2018.|
As of June 30, 2019, we had 229 employees in our Romania, Israel, Germany and U.S. offices, compared with 216 as of June 30, 2018.
Monica Iancu, MIND CTI CEO, commented: “The financial results reflect the operating activities inclusive of the enterprise messaging solutions acquisition for the full second quarter. We continue to be challenged by the shrinking relevant markets and strong competition in both our billing and our enterprise solutions, as previously announced multiple times. We started to experience the expected continuous negative impact and we continue making the necessary adjustments to our cost structure. Revenue-wise we see the visible impact of the acquisition, while operating margins in the enterprise messaging space are much lower than in our traditional business. As previously mentioned, we expect to focus in the next few quarters on the integration of Message Mobile and on exploring its potential growth, including through additional acquisitions, while striving to find ways to increase margins in this field. At the same time we continue our planned investments aimed at responding to market needs and continue with our dividend policy.”
Financial Income and Cash Position
Our cash position, including short and long-term deposits and marketable securities, was $12.2 million as of June 30, 2019, compared with $14.1 million as of June 30, 2018. The decrease is primarily attributed to the $2.25 million used in the Message Mobile acquisition.
As previously announced, the Board declared on March 4, 2019 a cash dividend of $0.26 per share before withholding tax. The record date was March 18, 2019 and the payment date was March 28, 2019. Tax was withheld at a rate of 20%.
The dividend declared and distributed was approximately $5 million – approximately $4 million was paid to the shareholders in March 2019 and approximately $1 million was paid for the withholding tax to the Israel Tax Authority in April 2019, similar to the process in 2018.
Revenue Distribution for Q2 2019
Revenues in the Americas represented 50%, revenues in Europe represented 43% (including the Message Mobile revenues in Germany that represented 32%) and revenues in the rest of the world represented 7% of our total revenues.
Revenues from customer care and billing software totaled $3.3 million, or 55% of total revenues, revenues from enterprise messaging and payment solutions were $1.9 million, or 32% of total revenues, and revenues from enterprise call accounting software totaled $0.8 million, or 13% of total revenues.
Revenues from licenses were $0.4 million, or 7% of total revenues, while revenues from maintenance and additional services were $5.6 million, or 93% of total revenues.
As previously announced, MIND acquired Message Mobile GmbH, a leading provider of enterprise messaging, communication and payment solutions, based in Lüneburg, Germany with more than 15 years’ experience in the mobile industry. Its messaging platform enables enterprises to easily communicate with clients and partners via text / SMS, voice and instant messaging services like WhatsApp, Facebook Messenger and Telegram. Message Mobile also offers mobile payment solutions that use phone bill charging for a wide range of applications such as mobile parking payment.
The financial results reflect the operating activities inclusive of the acquisition as from April 1, 2019.
The company held its Annual General Meeting of Shareholders on May 26, 2019 and all the proposed resolutions were approved.
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.” 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 the risk that the acquisition will not succeed in achieving its intended goals due to competitive, personnel, technological or other integration issues and the risks discussed in the Company’s filings with the United States Securities Exchange Commission. The Company does not undertake to update any forward-looking information.
For more information please contact:
MIND CTI Ltd.
MIND C.T.I. LTD.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
|Three Months||Six Months|
|Ended June 30,||Ended June 30,|
|U.S. dollars in thousands (except per share data)|
|Cost of revenues||3,189||1,533||4,400||3,293|
|Research and development expenses||1,051||873||1,990||1,710|
|Selling and marketing expenses||243||420||548||725|
|General and administrative expenses||524||434||1,047||817|
|Financial income (expenses), net||136||(24||)||274||(16||)|
|Income before taxes on income||1,173||1,271||2,794||2,536|
|Taxes on income||126||111||253||214|
|Earnings per ordinary share - basic and diluted||$||0.05||$||0.06||$||0.13||$||0.12|
|Weighted average number of shares used in computation of earnings per share - in thousands:|
MIND C.T.I. LTD.
CONDENSED CONSOLIDATED BALANCE SHEETS
|June 30,||December 31,|
|U.S. dollars in thousands|
|Cash and cash equivalents||$||3,471||$||2,739|
|Short-term bank deposits||6,279||8,714|
|Accounts receivable, net:|
|Total current assets||16,421||18,708|
|INVESTMENTS AND OTHER NON-CURRENT ASSETS:|
|Marketable securities - available-for-sale||124||105|
|Severance pay fund||1,574||1,439|
|Deferred income taxes||34||34|
|Long-term bank deposits||-||98|
|RIGHT-OF-USE ASSETS, net of accumulated depreciation||842||-|
|PROPERTY AND EQUIPMENT, net of accumulated depreciation and amortization||157||164|
|GOODWILL AND INTANGIBLE ASSETS, net of accumulated amortization||8,546||5,430|
|Liabilities and shareholders’ equity|
|CURRENT LIABILITIES :|
|Accounts payable and accruals:|
|Current maturities of lease Liabilities||320||-|
|Total current liabilities||6,122||3,436|
|LONG-TERM LIABILITIES :|
|Lease liabilities, net of current maturities||526||-|
|Employee rights upon retirement||1,682||1,517|
|Additional paid-in capital||26,498||26,404|
|Accumulated other comprehensive loss||(875||)||(877||)|
|Total shareholders’ equity||19,315||20,982|
|Total liabilities and shareholders’ equity||$||27,698||$||25,978|
MIND C.T.I. LTD.
CONSOLIDATED STATEMENTS OF CASH FLOWS
|Three Months||Six Months|
|Ended June 30,||Ended June 30,|
|U.S. dollars in thousands|
|Cash flows from operating activities:|
|Adjustments to reconcile net income to net cash provided by operating activities:|
|Depreciation and amortization||35||20||48||44|
|Accrued severance pay||71||27||143||(7||)|
|Deferred income taxes, net||-||-||-||(1||)|
|Financial income from available-for-sale securities||(5||)||(1||)||(19||)||-|
|Unrealized (loss) gain on marketable securities, net||(39||)||11||(78||)||35|
|Employees share-based compensation expenses||47||50||94||101|
|Financial expenses in respect of lease liabilities||(30||)||-||(15||)||-|
|Changes in operating asset and liability items:|
|Decrease (increase) in accounts receivable:|
|Decrease (increase) in prepaid expenses||294||(97||)||(121||)||(185||)|
|Increase (decrease) in accounts payable and accruals:|
|Change in operating lease liability||7||-||4||-|
|Decrease (increase) in deferred revenues||245||(354||)||637||(1,072||)|
|Net cash provided by operating activities||1,147||942||3,421||2,278|
|Cash flows from investing activities:|
|Purchase of property and equipment||(11||)||(3||)||(12||)||(34||)|
|Severance pay funds||(58||)||(25||)||(113||)||21|
|Proceeds from marketable securities||536||410||2,213||688|
|Acquisition of a subsidiary||-||(2,215||)|
|Proceeds from (investment in) short-term bank deposits||(285||)||-||2,435||2,025|
|Net cash provided by investing activities||182||382||2,308||2,700|
|Cash flows from financing activities:|
|Employee stock options exercised and paid||-||1||-||39|
|Net cash used in financing activities||(1,012||)||(1,183||)||(5,061||)||(5,760||)|
|Increase (decrease) in cash and cash equivalents||317||142||668||(781||)|
|Balance of cash and cash equivalents at beginning of period||3,154||4,091||*2,803||5,014|
|Balance of cash and cash equivalents at end of period||$||3,471||$||4,233||$||3,471||$||4,233|
* Includes $2,739 cash and cash equivalents and $64 restricted cash that was presented in other receivables.