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, 2022

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.

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 2022 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
		President and Chief Executive Officer

Date: November 8, 2022

EXHIBIT INDEX

Exhibit Number		Description of Exhibit
1.		Press Release: MIND CTI Reports Third Quarter 2022 Results

Exhibit 99.1

MIND CTI Reports Third Quarter 2022 Results

Yoqneam, Israel, November 8, 2022 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, 2022.

The following will summarize our major achievements in the third quarter of 2022, 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 2022 Financial Highlights

	●	Revenues were $5.3 million, compared to $7.0 million in the third quarter of 2021, and $5.2 million in the second quarter of 2022.

	●	Operating income was $1.4 million, compared to $1.7 million in the third quarter of 2021, and $1.3 million in the second quarter of 2022.

	●	Net income was $1.3 million, or $0.06 per share, compared to $1.4 million, or $0.07 per share in the third quarter of 2021, and $1.2 million, or $0.06 per share in the second quarter of 2022.

	●	Cash flow from operating activities was $1.0 million, compared to $0.6 million in the third quarter of 2021, and $1.6 million in the second quarter of 2022.

	●	Multiple follow-on orders.

●

Cash position was $16.0 million as of September 30, 2022.

Nine Months Financial Highlights

	●	Revenues were $16.2 million, compared to $20.4 million in the first nine months of 2021, with the decrease mainly attributed to the messaging segment.

	●	Operating income was $4.3 million, compared to $5.2 million in the first nine months of 2021.

	●	Net income was $4.0 million, or $0.20 per share, compared to $4.4 million, or $0.22 per share in the first nine months of 2021.

●

Cash flow from operating activities in the first nine months of 2022 was $3.1 million, compared to $4.4 million in the first nine months of 2021.

Monica Iancu, MIND CTI’s Chief Executive Officer, commented: “While we operate in a challenging business environment, we benefit from the long-term successful relationships with our customers. We continue to invest in new technologies, mainly cloud related. We fully support our customers’ 5G deployments and have expanded our platforms to support digital transformations. The online store / e-commerce module that we developed over the last two years was already implemented successfully at our first customer. Our ongoing investment in maintaining up-to-date technology and infrastructure ensures increased security for the customers running our platforms.

“Exchange rate fluctuations impact our financial results. Currently, the majority of our revenues and of our expenses are denominated in Euros and both were affected by the depreciation of the Euro.”

Revenue Distribution for Q3 2022

Europe represented 55% (including the Message Mobile and GTX revenues in Germany that represented 33%), the Americas represented 38%, and the rest of the world represented 7% of total revenues.

Customer care and billing software totaled $2.9 million, or 56% of total revenues, enterprise messaging and payment solutions were $1.8 million, or 33% of total revenues, and enterprise call accounting software totaled $0.6 million, or 11% of our total revenues.

Revenue Distribution for Nine Months 2022

Europe represented 52% (including the Message Mobile and GTX revenues in Germany that represented 35%), the Americas represented 42%, and the rest of the world represented 6% of total revenues.

Customer care and billing software totaled $8.7 million, or 54% of total revenues, enterprise messaging and payment solutions were $5.7 million, or 35% of total revenues, and enterprise call accounting software totaled $1.8 million, or 11% of our 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 recent political situation in Ukraine, 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

MIND C.T.I. LTD.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

	Three Months Ended					Nine Months Ended
	September 30,					September 30,
	2022		2021			2022			2021
	U.S. dollars in thousands (except per share data)

REVENUES	$	5,254	$	7,001		$	16,183		$	20,365
COST OF REVENUES		2,470		3,549			7,455			9,781
GROSS PROFIT		2,784		3,452			8,728			10,584
OPERATING EXPENSES:
Research and development		866		1,133			2,658			3,108
Selling and marketing		188		199			621			1,049
General and administrative		348		400			1,134			1,229
Total operating expenses		1,402		1,732			4,413			5,386
OPERATING INCOME		1,382		1,720			4,315			5,198
FINANCIAL INCOME (EXPENSES), net		4		(32	)		(57	)		18
INCOME BEFORE TAXES ON INCOME		1,386		1,688			4,258			5,216
TAXES ON INCOME		96		261			243			793
NET INCOME	$	1,290	$	1,427		$	4,015		$	4,423


EARNINGS PER SHARE - in U.S. dollars
Basic	$	0.06	$	0.07		$	0.20		$	0.22
Diluted	$	0.06	$	0.07		$	0.20		$	0.22

WEIGHTED AVERAGE NUMBER OF SHARES USED IN COMPUTATION OF EARNINGS PER SHARE - in thousands:
Basic		20,107		20,008			20,093			19,995
Diluted		20,359		20,240			20,388			20,259

MIND C.T.I. LTD.

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited)

	September 30,			December 31,
	2022			2021
	U.S. dollars in thousands
ASSETS
CURRENT ASSETS:
Cash and cash equivalents	$	3,658		$	4,182
Short-term bank deposits		12,140			14,071
Marketable securities		175			208
Accounts receivable, net:
Trade		2,233			1,803
Other		280			145
Prepaid expenses		161			124
Total current assets		18,647			20,533

INVESTMENTS AND OTHER NON-CURRENT ASSETS:
Severance pay fund		1,895			2,325
Deferred income taxes		177			184
Property and equipment, net of accumulated depreciation and amortization		234			175
Right-of-use assets, net of accumulated depreciation		992			1,463
Intangible assets, net of accumulated amortization		372			522
Goodwill		7,603			7,929
Total assets	$	29,920		$	33,131

LIABILITIES AND SHAREHOLDERS’ EQUITY
CURRENT LIABILITIES:
Accounts payable and accruals:
Trade	$	1,099		$	839
Other		1,645			2,265
Current maturities of lease liabilities		254			376
Deferred revenues		1,898			2,155
Total current liabilities		4,896			5,635

LONG-TERM LIABILITIES:
Deferred revenues		171			154
Lease liabilities, net of current maturities		649			1,098
Employee rights upon retirement		1,908			2,361
Deferred income taxes		112			157
Total liabilities		7,736			9,405

SHAREHOLDERS’ EQUITY:
Share capital		54			54
Additional paid-in capital		27,477			27,324
Accumulated other comprehensive loss		(1,355	)		(836	)
Accumulated deficit		(2,934	)		(1,722	)
Treasury shares		(1,058	)		(1,094	)
Total shareholders’ equity		22,184			23,726
Total liabilities and shareholders’ equity	$	29,920		$	33,131

MIND C.T.I. LTD.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2022			2021			2022			2021
	U.S. dollars in thousands
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income	$	1,290		$	1,427		$	4,015		$	4,423
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		43			46			132			147
Accrued severance pay		13			-			23			68
Deferred income taxes, net		9			(31	)		(20	)		(59	)
Unrealized loss (gain) from marketable securities, net		1			(4	)		32			(19	)
Realized gain on sale of marketable securities, net		9			-			9			10
Realized gain on sale of property and equipment		-			(3	)		-			(3	)
Employees share-based compensation expenses		74			49			189			132
Changes in operating asset and liability items:
Decrease (increase) in accounts receivable:
Trade		241			1,039			(563	)		(177	)
Other		54			69			(139	)		1
Decrease (increase) in prepaid expenses		(23	)		16			(38	)		69
Increase (decrease) in accounts payable and accruals:
Trade		191			(303	)		380			150
Other		56			(34	)		(561			756
Change in operating lease liability		4			(16	)		(100	)		(58	)
Increase in deferred revenues		(938	)		(1,652	)		(240	)		(1,019	)
Net cash provided by operating activities		1,024			603			3,119			4,421

CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of property and equipment		(45	)		-			(113	)		(33	)
Severance pay funds		(14	)		(2	)		(46	)		(68	)
Proceeds from sale of (investment in) marketable securities		789			-			(8	)		1,369
Proceeds from sale of property and equipment		-			3			-			3
Proceeds from (investment in) short-term bank deposits		(2951	)		(1,061	)		1,931			(2,161	)
Net cash provided by (used in) investing activities		(2221	)		(1,060	)		1,764			(890	)

CASH FLOWS FROM FINANCING ACTIVITIES:
Dividend paid		-			-			(5,227	)		(5,197	)
Net cash used in financing activities		-			-			(5,227	)		(5,197	)

TRANSLATION ADJUSTMENTS ON CASH AND CASH EQUIVALENTS		(63	)		11			(180	)		(74	)

INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS		(1,260			(446	)		(524	)		(1,740	)
BALANCE OF CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD		4,918			6,966			4,182			8,260
BALANCE OF CASH AND CASH EQUIVALENTS AT END OF PERIOD	$	3,658		$	6,520		$	3,658		$	6,520