6-K - MNDO - Equibles

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

F O R M 6-K

Report of Foreign Private IssuerPursuant to Rule 13a-16 or 15d-16of the Securities Exchange Act of 1934

For the month of August, 2020

Commission File Number: 000-31215

MIND C.T.I. LTD.

(Translation of registrant’s name into English)

HaCarmel 2, Yoqneam2069202, 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 SecondQuarter 2020 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,
Date: August 11, 2020	/s/ Monica Iancu
	Title: Monica Iancu
	President and Chief Executive Officer

EXHIBIT INDEX

Exhibit Number	Description of Exhibit
1.	Press Release: MIND CTI Reports Second Quarter 2020 Results

Exhibit 1

MIND CTI Reports Second Quarter 2020 Results

Yoqneam,Israel, August 11, 2020 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 second quarter ended June 30, 2020.

The following will summarize our major achievements in the second quarter of 2020 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<br>of $5.6 million, compared with $5.7 in the second quarter of 2019.
●	Operating<br>income of $1.4 million, or 25% of total revenues, compared with $1.0 million, or 18% of total revenues in the second quarter of<br>2019.
---	---
●	Net<br>income was $1.4 million, or $0.07 per share, compared with $1.0 million, or $0.05 per share in the second quarter of 2019.
---	---
●	Multiple<br>follow-on orders, including two significant ones.
---	---
●	Cash<br>flow from operating activities in the quarter of $1.3 million, compared with $1.1 million in the second quarter of 2019.
---	---

Six Month Financial Highlights

●	Revenues<br>of $11.6 million, compared with $10.2 million in the first six months of 2019, with the increase attributed to the acquisition<br>of Message Mobile in March 2019 and of GTX in September 2019, which generated revenues of approximately $4.3 million during the<br>first half of 2020, while in 2019 only Message Mobile contributed to the six months revenues with only Q2 revenues of $1.6 million.
●	Operating<br>income of $2.7 million, or 23% of total revenues, compared with $2.5 million or 25 % of total revenues in the first six months<br>of 2019.
---	---
●	Net<br>income of $2.6 million, or $0.13 per share, compared with $2.5 million, or $0.13 per share in the first six months of 2019.
---	---
●	Cash<br> flow from operating activities in the first six months of 2020 was $2.3 million, compared<br> with $3.4 million in the first six months of 2019.
---	---

Monica Iancu, MIND CTI CEO, commented: “The decline in revenues in Q2 2020 was in line with our expectations as previously conveyed. The increase in net income reflects the measures applied in Q2 to reduce cost, such as the temporary part-time work that we enforced for two months in Q2, the low travel expenses as a result of travel limitations as well as the increase in financial income that fluctuates among quarters. We are excited with the latest upgrade of an existing significant customer. We continue to invest in new technologies and expanding our platform to better support digital transformations. While we cannot estimate the impact of COVID-19 for the long term, we expect this year’s dividend to be similar to the previous year’s one, subject to Board approval.”

FinancialIncome and Cash Position

Financial income fluctuates from quarter to quarter. Our financial income (expenses), net consists mainly of interest earned on bank deposits and short-term investments, gains and losses from the change in value and realization of marketable securities, gains and losses from the conversion of monetary balance sheet items denominated in non-dollar currencies into dollars, net of financing costs, and bank charges.

Our cash position, including short and long-term deposits and marketable securities, was $12.8 million as of June 30, 2020, compared with $12.2 million as of June 30, 2019.

As previously announced, the Board declared, on March 11, 2020, a cash dividend of $0.24 per share before withholding tax. The dividend declared and distributed in April 2020 was approximately $4.8 million.

Message Mobile GmbH 2019 Results

As previously announced, after reviewing the revenue recognition methodology for messaging and mobile payment transactions, based on the key principal-versus-agent considerations under ASC 606, Revenues from Contract with Customers, we concluded to recognize revenues from Message Mobile’s mobile payments line of business on a “net basis” instead of a “gross basis”. Consequently, only our share in the processed transactions is recognized as revenues.

As a result of the above, our final consolidated revenues for Q2 2019 were $5.7 million instead of $6.0 million in the preliminary Q2 amounts announced in 2019. (Message Mobile being $1.6 million instead of $1.9 million) and the final consolidated cost of revenues were $2.9 million instead of $3.2 million (Message Mobile being $1.3 million instead of $1.6 million).

All the other metrics, including gross profit, operating income and cash, are unchanged from the preliminary amounts announced in 2019.

Revenue Distribution for Q2 2020

The Americas represented 47%, Europe represented 49% (including the Message Mobile and GTX revenues in Germany that represented 35%) and the rest of the world represented 4% of total revenues.

Customer care and billing software totaled $3.0 million, or 53% of total revenues, enterprise messaging and payment solutions were $2.0 million, or 35% of total revenues and enterprise call accounting software totaled $0.6 million, or 12% of total revenues.

Licenses totaled $0.3 million, or 9% of total revenues, while maintenance and additional services were $5.3 million, or 91% of total revenues.

Follow-on Orders

This quarter’s follow-on orders include a major upgrade of our billing platform at a very important long-term customer. This significant upgrade will be completed around year end. The upgrade substantiates our value proposition for the customer and we believe it indicates continuation of recurring maintenance and professional services revenues for future years. A second significant follow-on order is for specific customizations to be delivered with Agile methodology throughout the year to another important customer.

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." 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 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.

Formore information please contact:

Andrea Dray

MIND CTI Ltd.

Tel: +972-4-993-6666

investor@mindcti.com

MINDC.T.I. LTD.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

	Three<br> Months				Six Months
	Ended<br> June 30,				Ended June 30,
	2020		2019		2020		2019
	U.S.<br> dollars in thousands (except per share data)
REVENUES	$	5,635		*$5,734	$	11,643		*$10,195
COST<br> OF REVENUES		2,599		*2,879		5,477		*4,090
GROSS<br> PROFIT		3,036		2,855		6,166		6,105
OPERATING<br> EXPENSES:
Research<br> and development expenses		928		1,051		1,921		1,990
Selling<br> and marketing expenses		245		243		674		548
General<br> and administrative expenses		455		524		876		1,047
Total<br> operating expenses		1,628		1,818		3,471		3,585
OPERATING<br> INCOME		1,408		1,037		2,695		2,520
FINANCIAL<br> INCOME, net		134		136		126		274
INCOME<br> BEFORE TAXES ON INCOME		1,542		1,173		2,821		2,794
TAXES<br> ON INCOME		129		126		234		253
NET<br> INCOME	$	1,413	$	1,047	$	2,587	$	2,541
EARNINGS<br> PER SHARE - basic and diluted - in U.S. dollars	$	0.07	$	0.05	$	0.13	$	0.13
WEIGHTED<br> AVERAGE NUMBER OF SHARES USED IN COMPUTATION OF EARNINGS PER SHARE - in<br> thousands:
Basic		19,898		19,818		19,898		19,649
Diluted		20,028		19,999		20,083		19,870

* See “Message Mobile GmbH 2019 Results” paragraph in the press release.

MINDC.T.I. LTD.

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited)

	June 30,			December 31,
	2020			2019
	U.S. dollars in thousands
ASSETS
CURRENT ASSETS:
Cash and cash equivalents	$	3,837		$	6,479
Short-term bank deposits		6,865			6,795
Marketable securities		1,969			1,916
Accounts receivable, net:
Trade		2,852			3,082
Other		770			577
Prepaid expenses		264			224
Inventories		4			4
Total current assets		16,561			19,077
INVESTMENTS AND OTHER NON-CURRENT ASSETS:
Marketable securities		118			129
Severance pay fund		1,644			1,725
Deferred income taxes		36			36
PROPERTY AND EQUIPMENT, net of accumulated depreciation<br> and amortization		183			167
RIGHT-OF-USE ASSETS, net of accumulated depreciation		1,151			1,290
INTANGIBLE ASSETS, net of accumulated amortization		706			761
GOODWILL		7,914			7,910
Total assets	$	28,313		$	31,095
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable and accruals:
Trade	$	1,926		$	2,066
Other		1,694			1,818
Current maturities of lease liabilities		255			292
Deferred revenues		1,686			1,892
Total current liabilities		5,561			6,068
LONG-TERM LIABILITIES:
Deferred revenues		90			103
Lease liabilities, net of current maturities		877			983
Employee rights upon retirement		1,696			1,775
Deferred income taxes		212			230
Total liabilities		8,436			9,159
SHAREHOLDERS’ EQUITY:
Share capital		54			54
Additional paid-in capital		27,162			27,050
Accumulated other comprehensive loss		(868	)		(884	)
Accumulated deficit		(5,268	)		(3,080	)
Treasury shares		(1,203	)		(1,204	)
Total shareholders’ equity		19,877			21,936
Total liabilities and shareholders’ equity	$	28,313		$	31,095

MINDC.T.I. LTD.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

	Three Months						Six Months
	Ended June 30,						Ended June 30,
	2020			2019			2020			2019
	U.S. dollars in thousands
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income	$	1,413		$	1,047		$	2,587		$	2,541
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		47			35			93			48
Accrued severance pay		35			71			65			143
Deferred income taxes, net		(18	)		(9	)		(18	)		(9	)
Unrealized gain from marketable securities, net		(78	)		(5	)		(27	)		(19	)
Realized gain on sale of marketable securities, net		(2	)		(39	)		(7	)		(78	)
Employees share-based compensation expenses		57			47			113			94
Changes in operating asset and liability items:
Decrease (increase) in accounts receivable:
Trade		(268	)		(426	)		229			(51	)
Other		(124	)		161			(189	)		167
Decrease (increase) in prepaid expenses		26			294			(40	)		(121	)
Increase (decrease) in accounts payable and accruals:
Trade		197			(104	)		(137	)		396
Other		(54	)		(147	)		(125	)		(316	)
Change in operating lease liability		28			(23	)		(5	)		(11	)
Decrease (increase) in deferred revenues		12			245			(218	)		637
Net cash provided by operating activities		1,271			1,147			2,321			3,421
CASH FLOWS FROM INVESTING ACTIVITIES:
Acquisition of a subsidiary		-			-			-			(2,215	)
Purchase of property and equipment		(41	)		(11	)		(53	)		(12	)
Severance pay funds		(30	)		(58	)		(63	)		(113	)
Proceeds from sale (investment in) of marketable securities		140			536			(8	)		2,213
Proceeds from (investment in) short-term bank deposits		(3,805	)		(285	)		(70	)		2,435
Net cash provided by (used in) investing activities		(3,736	)		182			(194	)		2,308
CASH FLOWS FROM FINANCING ACTIVITIES:
Dividend paid		(4,775	)		(1,012	)		(4,775	)		(5,061	)
Net cash used in financing activities		(4,775	)		(1,012	)		(4,775	)		(5,061	)
Translation adjustments on cash and cash equivalents		61			-			6			-
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS		(7,179	)		317			(2,642	)		668
BALANCE OF CASH AND CASH EQUIVALENTS AT BEGINNING OF<br> PERIOD		11,016			3,154			6,479			*2,803
BALANCE OF CASH AND CASH EQUIVALENTS AT END OF<br> PERIOD	$	3,837		$	3,471		$	3,837		$	3,471

* Includes $2,739 cash and cash equivalents and $64 restricted cash that was presented in other receivables.