MNDO 6-K
Mind Cti Ltd (MNDO)
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 May, 2026
Commission File Number: 000-31215
MIND C.T.I. LTD.
(Translation of registrant's name into English)
2 HaCarmel St., Yoqneam Illit 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:
MIND CTI Reports First Quarter 2026 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.
| Date: May 11, 2026 | By Order of the Board of Directors,<br><br> <br><br><br> <br>/s/ Ariel Glassner<br><br> Title: Ariel Glassner<br><br> Chief Executive Officer |
|---|
EXHIBIT INDEX
| Exhibit Number | Description of Exhibit |
|---|---|
| 1. | MIND CTI Reports First Quarter 2026 Results |
| --- | --- |
Exhibit 1
MIND CTI Reports First Quarter 2026 Results
Yoqneam, Israel, May 11, 2026 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 (UC) analytics for enterprises as well as enterprise messaging solutions, today announced results for its first quarter ended March 31, 2026.
The following will summarize our major achievements in the first quarter of 2026, 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 were $5.1 million, compared with $5.0 million in the first quarter of 2025. |
|---|---|
| • | Operating income was $0.9 million, or 18% of total revenues, compared with $0.4 million, or 7% of total revenues in the first quarter of 2025. |
| --- | --- |
| • | Net income was $0.9 million, or $0.04 per share, compared with $0.5 million, or $0.02 per share in the first quarter of 2025. |
| --- | --- |
| • | Cash flow from operating activities was $0.6 million, compared with $0.7 million in the first quarter of 2025. |
| --- | --- |
| • | Cash position was $13.8 million as of March 31, 2026 |
| --- | --- |
Ariel Glassner, MIND CTI’s Chief Executive Officer, commented: “In the first quarter of 2026, our revenues remained at a similar level compared to the first quarter of last year. The higher net income is attributed to an allowance to credit loss that was recorded in the first quarter of 2025. The market environment remains challenging, with increased ongoing price pressures. One of our major customers notified us regarding non-renewal effective March 2027, which is expected to negatively impact our revenues and income. At the same time, we continue to evaluate new opportunities and enhance our offering, including cloud, 5G, and AI capabilities, while maintaining a strong engineering foundation to support our customers.”
Revenue Distribution
Revenues in Europe represented 63% (including the messaging segment revenues in Germany, which represented 34%), the Americas represented 32%, and the rest of the world represented 5% of total revenues.
Revenues from our customer care and billing software were $2.2 million, or 44% of total revenues, enterprise messaging were $1.7 million, or 34%, and enterprise UC analytics software were $1.1 million, or 22% of total revenues. The increase was mainly attributed to significant upgrades with two UC analytics customers.
Revenues from maintenance and additional services were $4.7 million, or 93% of total revenues, while licenses were $0.3 million, or 7% of total revenues.
Buyback Update
As previously announced, MIND’s Board of Directors authorized a new share repurchase plan on November 12, 2025, allowing the Company to repurchase ordinary shares in the open market for up to $2.4 million in cash. As of March 31, 2026, MIND had purchased a total of 278 thousand shares for total consideration of approximately $331 thousand.
Under the repurchase program, share purchases may be made from time to time, depending on market conditions, share price, trading volume, and other factors. The repurchase program may be suspended from time to time or discontinued.
AGM and Board of Directors Update
The company held its Annual General Meeting of Shareholders on May 6, 2026.
The following proposed resolutions were approved:
| • | to re-appoint 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<br> to delegate the Audit Committee thereof to do so; |
|---|---|
| • | to re-elect Mr. Itay Barzilay as a Class II director of the Company until the close of 2029 Annual General Meeting of Shareholders of the Company; and |
| --- | --- |
| • | to elect Mr. Asher Mechlovich as a Class II director of the Company until the close of 2029 Annual General Meeting of Shareholders of the Company. |
| --- | --- |
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 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 thirty 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," 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:
Janice Kaye
MIND C.T.I. Ltd.
Tel: +972-4-993-6666
MIND C.T.I. LTD.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
| Three Months | ||||
|---|---|---|---|---|
| Ended March 31, | ||||
| 2026 | 2025 | |||
| U.S. dollars in thousands (except per share data) | ||||
| REVENUES | $ | 5,085 | $ | 4,996 |
| COST OF REVENUES | 2,345 | 2,487 | ||
| GROSS PROFIT | 2,740 | 2,509 | ||
| OPERATING EXPENSES: | ||||
| Research and development | 992 | 894 | ||
| Selling and marketing | 339 | 356 | ||
| General and administrative | 489 | 889 | ||
| Total operating expenses | 1,820 | 2,139 | ||
| OPERATING INCOME | 920 | 370 | ||
| FINANCIAL INCOME, net | 70 | 174 | ||
| INCOME BEFORE TAXES ON INCOME | 990 | 544 | ||
| TAXES ON INCOME | 122 | 54 | ||
| NET INCOME | $ | 868 | $ | 490 |
| EARNINGS PER SHARE - basic and diluted - in U.S. dollars | $ | 0.04 | $ | 0.02 |
| WEIGHTED AVERAGE NUMBER OF SHARES USED IN COMPUTATION OF EARNINGS PER SHARE - in thousands: | ||||
| Basic | 20,328 | 20,387 | ||
| Diluted | 20,455 | 20,604 |
MIND C.T.I. LTD.
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited)
| March 31, | December 31, | |||||
|---|---|---|---|---|---|---|
| 2026 | 2025 | |||||
| U.S. dollars in thousands | ||||||
| ASSETS | ||||||
| CURRENT ASSETS: | ||||||
| Cash and cash equivalents | $ | 3,691 | $ | 8,116 | ||
| Short-term bank deposits | 10,066 | 5,237 | ||||
| Marketable securities | 200 | 200 | ||||
| Accounts receivable, net | 2,213 | 1,713 | ||||
| Other current assets | 451 | 486 | ||||
| Prepaid expenses | 363 | 330 | ||||
| Total current assets | 16,984 | 16,082 | ||||
| NON-CURRENT ASSETS: | ||||||
| Severance pay fund | 1,414 | 1,596 | ||||
| Deferred income taxes | 140 | 147 | ||||
| Property and equipment, net | 110 | 126 | ||||
| Right-of-use assets, net | 812 | 876 | ||||
| Intangible assets, net | 1,295 | 1,376 | ||||
| Goodwill | 9,865 | 9,963 | ||||
| Total assets | $ | 30,620 | $ | 30,166 | ||
| LIABILITIES AND SHAREHOLDERS' EQUITY | ||||||
| CURRENT LIABILITIES: | ||||||
| Accounts payable | $ | 702 | $ | 546 | ||
| Other current liabilities and accruals | 1,561 | 1,434 | ||||
| Current maturities of lease liabilities | 257 | 255 | ||||
| Deferred revenues | 1,847 | 1,960 | ||||
| Total current liabilities | 4,367 | 4,195 | ||||
| LONG-TERM LIABILITIES: | ||||||
| Deferred revenues | 203 | 239 | ||||
| Lease liabilities, net of current maturities | 597 | 674 | ||||
| Accrued severance pay | 1,414 | 1,596 | ||||
| Deferred income taxes | 388 | 413 | ||||
| Total liabilities | 6,969 | 7,117 | ||||
| SHAREHOLDERS’ EQUITY: | ||||||
| Share capital | 54 | 54 | ||||
| Additional paid-in capital | 28,028 | 28,020 | ||||
| Accumulated other comprehensive loss | (738 | ) | (625 | ) | ||
| Accumulated deficit | (2,602 | ) | (3,470 | ) | ||
| Treasury shares | (1,091 | ) | (930 | ) | ||
| Total shareholders’ equity | 23,651 | 23,049 | ||||
| Total liabilities and shareholders’ equity | $ | 30,620 | $ | 30,166 |
MIND C.T.I. LTD.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
| Three Months | ||||||
|---|---|---|---|---|---|---|
| Ended March 31, | ||||||
| 2026 | 2025 | |||||
| U.S. dollars in thousands | ||||||
| CASH FLOWS FROM OPERATING ACTIVITIES: | ||||||
| Net income | $ | 868 | $ | 490 | ||
| Adjustments to reconcile net income to net cash provided by operating activities: | ||||||
| Depreciation and amortization | 69 | 74 | ||||
| Deferred income taxes, net | (9 | ) | (33 | ) | ||
| Accrued severance pay | 6 | 14 | ||||
| Unrealized gain from marketable securities, net | - | (1 | ) | |||
| Employees share-based compensation expenses | 39 | 58 | ||||
| Changes in operating asset and liability items: | ||||||
| Decrease (increase) in accounts receivable, net | (526 | ) | 672 | |||
| Decrease (increase) in other current assets | 34 | (87 | ) | |||
| Increase in prepaid expenses | (34 | ) | (133 | ) | ||
| Increase (decrease) in accounts payable | 168 | (85 | ) | |||
| Increase (decrease) in other current liabilities and accruals | 140 | (302 | ) | |||
| Change in operating lease liability | (11 | ) | 13 | |||
| Increase (decrease) in deferred revenues | (136 | ) | 5 | |||
| Net cash provided by operating activities | 608 | 685 | ||||
| CASH FLOWS FROM INVESTING ACTIVITIES: | ||||||
| Purchase of property and equipment | (2 | ) | (5 | ) | ||
| Acquisition of a subsidiary | - | (1,533 | ) | |||
| Severance pay funds | (6 | ) | (14 | ) | ||
| Investment in short-term bank deposits | (4,830 | ) | (271 | ) | ||
| Net cash used in investing activities | (4,838 | ) | (1,823 | ) | ||
| CASH FLOWS FROM FINANCING ACTIVITIES: | ||||||
| Purchase of treasury shares | (192 | ) | - | |||
| Net cash used in financing activities | (192 | ) | - | |||
| TRANSLATION ADJUSTMENTS ON CASH AND CASH EQUIVALENTS | (3 | ) | 17 | |||
| DECREASE IN CASH AND CASH EQUIVALENTS | (4,425 | ) | (1,121 | ) | ||
| BALANCE OF CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD | 8,116 | 4,452 | ||||
| BALANCE OF CASH AND CASH EQUIVALENTS AT END OF PERIOD | $ | 3,691 | $ | 3,331 |