6-K - MNDO - Equibles

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-16of the Securities Exchange Act of 1934

For the month of May, 2020

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.

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 First Quarter 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,
	/s/ Monica Iancu
	Title: Monica Iancu
Date: May 14, 2020	President and Chief Executive Officer

EXHIBIT INDEX

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

Exhibit1

MINDCTI Reports First Quarter 2020 Results

Yoqneam,Israel, May 14, 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 first quarter ended March 31, 2020.

The following will summarize our major achievements in the first 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.

FinancialHighlights

●	Revenues<br> were $6.0 million, compared with $4.5 million in the first quarter of 2019, with the increase attributed to the acquisition<br> of Message Mobile in March 2019 and GTX in September 2019, which generated revenues of approximately $2.3 million during the<br> quarter.
●	Operating<br> income was $1.3 million, or 21% of total revenues, compared with $1.5 million, or 33% of total revenues in the first quarter<br> of 2019.
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●	Net<br> income was $1.2 million, or $0.06 per share, compared with $1.5 million, or $0.08 per share in the first quarter of 2019.
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●	Cash<br> flow from operating activities during the quarter was $1.1 million, compared with $2.3 million in the first quarter of 2019.
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●	Cash<br> position was $16.2 million as of March 31, 2020 (before the dividend distribution of $4.8 million on April 16, 2020).
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As of March 31, 2020, we had 204 employees in our Romania, Israel, Germany and U.S. offices, compared with 220 as of March 31, 2019.

Monica Iancu, MIND CTI CEO, commented: “In these unprecedented times, our top priority is to ensure that our employees and customers are safe and that we remain resilient and agile. We have successfully transitioned into a new mode of operations to best support our customers under a firm business continuity program wherein most of our employees are working partially or fully from home using secured access. We informed our customers that as always, they can count on us to tirelessly maintain and strengthen their business.

“As we continue to face the many challenges mentioned in previous press releases and the additional impact caused by the COVID-19 pandemic, we expect a decline in our revenues and income in 2020. Nevertheless, we are encouraged that even in these times of uncertainty we have the experience, the resilience and the cash to weather the storm.”

Impactof COVID-19

We experience the effect of the pandemic in all areas of our business, mainly due to the following reasons:

●	Ongoing<br> project delays: Delays in the pace of ongoing implementation rollouts in all our lines of business, due to lockdowns and other<br> COVID-19 related measures.
●	New<br> opportunities freeze: As much of the population remains homebound, service providers are taking action to ramp up their network<br> infrastructure, but we believe that at the same time they are reluctant to promote billing transformation projects. The Messaging<br> segment is also harmed due to a lack of campaigns and a freeze of new enrollments.
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●	Existing<br> customers reducing budget: Due to the general economic uncertainty, the majority of our customers, both enterprises and carriers,<br> are restricting their budgets. Especially, due to lack of revenues from supplying communication services to tourists, carriers’<br> willingness to invest in enhancements in new features is extremely low.
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RevenueDistribution

The Americas represented 45%, Europe represented 49% (including the Message Mobile and GTX revenues in Germany that represented 38%) and the rest of the world represented 6% of total revenues.

Customer care and billing software totaled $3.0 million, or 50% of total revenues, enterprise messaging and payment solutions were $2.3 million, or 38% of total revenues and enterprise call accounting software totaled $0.7 million, or 12% of total revenues.

Licenses totaled $0.4 million, or 6.5% of total revenues, while maintenance and additional services were $5.6 million, or 93.5% of total revenues.

DividendDistribution

As previously announced, the Board declared on March 11, 2020 a cash dividend of $0.24 per share.

The dividend of approximately $4.8 million, is presented in our March 31, 2020 balance sheet among other payables and was distributed to our shareholders in April 2020 .

AGMUpdate

The Company held its Annual General Meeting of Shareholders on May 12, 2020 and all the proposed resolutions were approved.

Boardof Directors Update

Mr. Meir Nissensohn was appointed as MIND’s new Chairman of the Board of Directors. Mr. Nissensohn has served as an independent director of our company since August 2014. Mr. Nissensohn served as the Chairman of the Board of Directors and Chief Executive Officer of IBM Israel Ltd. from 1996 to 2012. Since his retirement from IBM, he is involved in various business initiatives and serves on the Board of several companies.

AboutMIND

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 C.T.I. Ltd.

Tel: +972-4-993-6666

investor@mindcti.com

MINDC.T.I. LTD.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

	Three Months
	Ended March 31,
	2020			2019
	U.S. dollars in thousands (except per share data)
REVENUES	$	6,008		$	4,461
COST OF REVENUES		2,878			1,211
GROSS PROFIT		3,130			3,250
OPERATING EXPENSES:
Research and development		993			939
Selling and marketing		429			305
General and administrative		421			523
Total operating expenses		1,843			1,767
OPERATING INCOME		1,287			1,483
FINANCIAL INCOME (EXPENSES),<br> net		(8	)		138
INCOME BEFORE TAXES ON INCOME		1,279			1,621
TAXES ON INCOME		105			127
NET INCOME	$	1,174		$	1,494
EARNINGS PER SHARE -<br> basic and diluted - in U.S. dollars	$	0.06		$	0.08
WEIGHTED AVERAGE NUMBER OF SHARES USED IN COMPUTATION<br> OF EARNINGS PER SHARE - in thousands:
Basic		19,898			19,475
Diluted		20,081			19,549

MINDC.T.I. LTD.

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited)

	March<br> 31,			December 31,
	2020			2019
	U.S.<br> dollars in thousands
ASSETS
CURRENT ASSETS:
Cash<br> and cash equivalents	$	11,016		$	6,479
Short-term bank<br> deposits		3,060			6,795
Marketable securities		2,038			1,916
Accounts receivable,<br> net:
Trade		2,536			3,082
Other		635			577
Prepaid expenses		290			224
Inventories		4			4
Total<br> current assets		19,579			19,077
INVESTMENTS AND OTHER<br> NON-CURRENT ASSETS:
Marketable securities		109			129
Severance pay fund		1,639			1,725
Deferred income<br> taxes		36			36
PROPERTY AND EQUIPMENT, net of<br> accumulated depreciation and amortization		161			167
RIGHT-OF-USE ASSETS,<br> net of accumulated depreciation		1,224			1,290
INTANGIBLE ASSETS,<br> net of accumulated amortization		716			761
GOODWILL		7,846			7,910
Total<br> assets	$	31,310		$	31,095
LIABILITIES AND SHAREHOLDERS’<br> EQUITY
CURRENT LIABILITIES:
Accounts payable<br> and accruals:
Trade	$	1,684		$	2,066
Other		6,699			2,048
Current maturities<br> of lease liabilities		271			292
Deferred<br> revenues		1,674			1,892
Total current liabilities		10,328			6,298
LONG-TERM LIABILITIES:
Deferred revenues		91			103
Lease liabilities,<br> net of current maturities		905			983
Employee<br> rights upon retirement		1,686			1,775
Total<br> liabilities		13,010			9,159
SHAREHOLDERS’<br> EQUITY:
Share capital		54			54
Additional paid-in<br> capital		27,106			27,050
Accumulated other<br> comprehensive loss		(975	)		(884	)
Accumulated deficit		(6,681	)		(3,080	)
Treasury<br> shares		(1,204	)		(1,204	)
Total<br> shareholders’ equity		18,300			21,936
Total<br> liabilities and shareholders’ equity	$	31,310		$	31,095

MINDC.T.I. LTD.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

	Three<br> Months
	Ended<br> March 31,
	2020			2019
	U.S.<br> dollars in thousands
CASH FLOWS FROM OPERATING<br> ACTIVITIES:
Net<br> income	$	1,174		$	1,494
Adjustments to reconcile<br> net income to net cash provided by operating activities:
Depreciation and amortization		46			13
Accrued severance pay		30			72
Unrealized loss (gain) from marketable<br> securities, net		51			(29	)
Realized gain on sale of marketable<br> securities, net		(5	)		(24	)
Financial expenses		-			15
Employees share-based compensation expenses		56			47
Changes in operating asset and liability<br> items:
Decrease (increase) in accounts receivable:
Trade		497			385
Other		(65	)		6
Increase prepaid expenses		(66	)		(415	)
Increase (decrease) in accounts payable<br> and accruals:
Trade		(334	)		490
Other		(71	)		(169	)
Change in operating lease liability		(33	)		(3	)
Increase (decrease)<br> in deferred revenues		(230	)		392
Net cash provided<br> by operating activities		1,050			2,274
CASH FLOWS FROM INVESTING<br> ACTIVITIES:
Acquisition of a subsidiary		-			(2,215	)
Purchase of property and equipment		(12	)		(1	)
Severance pay funds		(33	)		(55	)
Proceeds from sale (investment in) of<br> marketable securities		(148	)		1,677
Proceeds from<br> short-term bank deposits		3,735			2,720
Net cash provided<br> by investing activities		3,542			2,126
CASH FLOWS FROM FINANCING<br> ACTIVITIES:
Dividend paid		-			(4,049	)
Net cash used<br> in financing activities		-			(4,049	)
Translation<br> adjustments on cash and cash equivalents		(55	)		-
INCREASE IN CASH<br> AND CASH EQUIVALENTS		4,537			351
BALANCE OF CASH AND<br> CASH EQUIVALENTS AT BEGINNING OF PERIOD		6,479			2,803	*
BALANCE OF CASH AND<br> CASH EQUIVALENTS AT END OF PERIOD	$	11,016		$	3,154
*	Includes $2,739 cash and cash equivalents and $64 restricted<br>cash that was presented in other receivables.
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