FORM 6-K
SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
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, 2005
Commission File Number: 000-31215
MIND C.T.I. LTD.
(Translation of registrant's name into English)
Industrial Park, Building 7, Yokneam 20692 , 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 X 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 X
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 financial statements included in the press release attached as 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. 333-117054; (ii) the Registrant's Registration Statement on Form S-8, Registration No. 333-100804; and (iii) 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 document, which is attached hereto and incorporated by reference herein:
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: November 16, 2005
|
MIND CTI Ltd.
/s/ Monica Eisinger
|
EXHIBIT INDEX
| Exhibit Number | Description of Exhibit |
| 1. | Press Release: MIND CTI Reports Sequential Revenue Growth and Increased Visibility Dated November 15, 2005. |
Yoqneam, Israel, November 15, 2005- MIND CTI Ltd. (NASDAQ: MNDO), a leading provider of convergent end-to-end billing and customer care solutions for VoIP, Mobile, 3G and Triple-play carriers worldwide, today announced results for the third quarter ended September 30, 2005.
Monica Eisinger, MIND chairperson and chief executive officer, commented: "We had an exciting quarter, full of activity and achievements. One major event influenced our activity in the third quarter, the acquisition of Sentori, a US based provider of customer care and billing solutions to wireless carriers and mobile virtual network operators (MVNO's). Through the acquisition we added experienced professionals to our team and increased the customer base, with customers in Scandinavia, the Caribbean and the US. With our combined, stronger team, focused on the wireless space, we are able to enhance support to all our customers and are prepared to supply their future needs.
As previously estimated, the acquisition was neutral to earnings per share in the third quarter, excluding acquisition related costs and the financial income was lower this quarter due to a decrease in interest gained on our cash. We expect to reach again the level of 20% operating margins in the near future.
The valuable customer base, well supported by our devoted professional team; the ongoing investment in development of enhanced functionality and state-of-the-art technology; and the talented team in sales and business development are the basis for our expected continuous growth. The larger deals we secured and the long term contracts add to our visibility."
Revenue Distribution for Q3 2005
The geographic revenue breakdown, as a percentage of total revenues, was as follows: sales in the Americas represented 41%, Europe represented 40%, Africa and APAC represented 12% and Israel represented 7%.
Revenue from our customer care and billing software totaled $3.10 million, while revenue from our enterprise call management software was $954 thousand. The revenue breakdown from our business lines of products was $1.56 million, or 39%, from licenses, $1.44 million, or 35%, from maintenance and $1.05 million, or 26%, from services.
As of September 30, 2005, we had 270 employees in our offices in Israel, Romania, the United States and China.
Conference Call Information
MIND will host a conference call on November 16, at 8:30 a.m., Eastern Time, to discuss the Company's third quarter results and other financial and business information, including trends and guidance for the near future. The call will be carried live on the Internet via www.fulldisclosure.com and the MIND website, www.mindcti.com. For those unable to listen to the live web cast, a replay will be available.
About MIND
MIND CTI Ltd. (http://www.mindcti.com) is a leading global provider of real-time billing and customer care solutions for pre-paid and post-paid voice, data and video. Since 1997 MIND has been a pioneer in enabling the VoIP technology for emerging and incumbent service providers. MIND solutions include "best-in-class" solutions for Service Enabling of IP services in the wireless arena, end-to-end convergent billing solutions and internal billing for large enterprises. MIND operates from offices in Europe, Israel, the United States and China.
For financial information, reports and presentations, please visit the Investor Relations site: http://www.mindcti.com/ir
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 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
| September 30 | December 31 | ||
| 2005 | 2004 | 2004 | |
| (Unaudited) | (Audited) | ||
| U.S. $ in thousands | |||
| A s s e t s | |||
| CURRENT ASSETS: | |||
Cash and cash equivalents |
$10,984 | $7,870 | $18,687 |
Accounts receivable: |
|||
Trade |
3,694 | 3,071 | 3,418 |
Interest accrued on long-term bank deposits |
1,511 | 242 | |
Other |
716 | 800 | 773 |
Inventories |
18 | 11 | 18 |
T o t a l current assets |
15,415 | 13,263 | 23,138 |
| LONG-TERM BANK DEPOSITS | 30,000 | 47,000 | 30,000 |
| OTHER ASSESTS | 437 | 485 | 538 |
| PROPERTY AND EQUIPMENT, net of accumulated depreciation and amortization | 2,057 | 1,768 | 1,790 |
| GOODWILL AND OTHER INTANGIBLE ASSETS, net of accumulated amortization | 8,800 | 300 | 250 |
T o t a l assets |
$56,706 | $62,816 | $55,716 |
| Liabilities and shareholders' equity | |||
| CURRENT LIABILITIES - | |||
Accounts payable and accruals: |
|||
Trade |
$809 | $322 | $466 |
Deferred revenues |
4,614 | *1,675 | 1,680 |
Other |
1,912 | *1,944 | 2,124 |
T o t a l current liabilities |
7,335 | 3,941 | 4,270 |
| BANK LOANS | 10,000 | ||
| OTHER LONG TERM LIABILITIES | 97 | ||
| EMPLOYEE RIGHTS UPON RETIREMENT | 1,098 | 1,117 | 1,200 |
T o t a l liabilities |
8,530 | 15,058 | 5,470 |
| SHAREHOLDERS' EQUITY: | |||
Share capital |
53 | 53 | 53 |
Additional paid-in capital |
59,399 | 58,728 | 59,079 |
Accumulated deficit |
(11,276) | (11,023) | (8,886) |
T o t a l shareholders' equity |
48,176 | 47,758 | 50,246 |
To t a l liabilities and shareholders' equity |
$56,706 | $62,816 | $55,716 |
* Reclassified
| Nine months ended September 30 | Three months ended September 30 | Year ended December 31, | ||||
| 2005 | 2004 | 2005 | 2004 | 2004 | ||
| (Unaudited) | (Unaudited) | (Audited) | ||||
| U.S. $ in thousands (except per share data) | ||||||
| REVENUES | $10,562 | $12,926 | $4,058 | $4,602 | $17,806 | |
| COST OF REVENUES | 2,691 | 3,189 | 1,084 | 1,102 | 4,394 | |
| GROSS PROFIT | 7,871 | 9,337 | 2,974 | 3,500 | 13,412 | |
| RESEARCH AND DEVELOPMENT EXPENSES - net | 3,561 | 2,870 | 1,452 | 1,024 | 3,833 | |
| SELLING, GENERAL AND ADMINISTRATIVE EXPENSES: | ||||||
Selling |
1,566 | 3,460 | 546 | 1,130 | 4,517 | |
General and administrative |
1,143 | 1,243 | 390 | 537 | 1,864 | |
| OPERATING INCOME | 1,601 | 2,164 | 586 | 809 | 3,198 | |
| FINANCIAL AND OTHER INCOME - net | 1,186 | 2,697 | 165 | 1,044 | 3,841 | |
| INCOME BEFORE TAXES ON INCOME | 2,787 | 4,861 | 751 | 1,853 | 7,039 | |
| TAXES ON INCOME | 34 | 121 | 9 | 44 | 162 | |
| NET INCOME | $2,753 | $4,740 | $742 | $1,809 | $6,877 | |
| EARNING PER SHARE: | ||||||
| Basic | $0.13 | $0.23 | $0.03 | $0.09 | $0.33 | |
| Diluted | $0.13 | $0.22 | $0.03 | $0.08 | $0.32 | |
| WEIGHTED AVERAGE NUMBER OF ORDINARY SHARES USED IN COMPUTATION OF EARNINGS PER ORDINARY SHARE - IN THOUSANDS: | ||||||
Basic |
21,438 | 21,056 | 21,477 | 21,089 | 21,089 | |
Diluted |
21,579 | 21,511 | 21,582 | 21,486 | 21,468 | |
| Nine months ended September 30 | Three months ended September 30 | Year ended December 31, | ||||
| 2005 | 2004 | 2005 | 2004 | 2004 | ||
| (Unaudited) | (Unaudited) | (Audited) | ||||
| U.S. $ in thousands | ||||||
| CASH FLOWS FROM OPERATING ACTIVITIES: | ||||||
Net Income |
$2,753 | $4,740 | $742 | $1,809 | $6,877 | |
Adjustments to reconcile net income to net cash provided by or used in operating activities: |
||||||
Depreciation and amortization |
668 | 520 | 330 | 172 | 680 | |
Accrued severance pay - net |
(8) | 119 | (20) | 62 | 202 | |
Capital gain on sale of property and equipment - net |
(39) | (12) | (9) | (18) | (7) | |
Changes in operating asset and liability items: |
||||||
Decrease (increase) in accounts receivable: |
||||||
Trade |
(109) | (890) | (1,009) | (720) | (1,237) | |
Interest accrued on long-term bank deposits |
242 | (1,029) | 29 | (628) | 240 | |
Other |
71 | 64 | 24 | 27 | 93 | |
Increase (decrease) in accounts payable and accruals: |
||||||
Trade |
(574) | (396) | (446) | (999) | (252) | |
Deferred Revenues |
(86) | 79 | ||||
Other |
(1,240) | 896 | (837) | 176 | 1,081 | |
Decrease (increase) in Inventories |
1 | (7) | ||||
Net cash provided by (used in) operating activities |
1,678 | 4,012 | (1,116) | (119) | 7,670 | |
| CASH FLOWS FROM INVESTING ACTIVITIES: | ||||||
Purchase of property and equipment |
(543) | (1,030) | (122) | (328) | (1,226) | |
Acquisition of subsidiary (a) |
(4,233) | (4,233) | ||||
Amounts withdrawal (funded) in respect of accrued severance pay |
43 | (67) | 2 | (37) | (120) | |
Investments in long-term bank deposits |
(10,000) | (10,000) | (40,000) | |||
Withdrawal of long-term bank deposits |
10,000 | 3,000 | 10,000 | 50,000 | ||
Proceeds from sale of property and equipment |
175 | 86 | 57 | 79 | 145 | |
Net cash provided by (used in) investing activities |
(4,558) | (8,011) | 5,704 | (286) | 8,799 | |
| CASH FLOWS FROM FINANCING ACTIVITIES: | ||||||
Bank loans received |
10,000 | |||||
Employee stock options exercised and paid |
320 | 214 | 42 | 94 | 563 | |
Dividend paid |
(5,143) | (2,736) | (2,736) | |||
| Net cash provided by (used in) financing activities | (4,823) | 7,478 | 42 | 94 | (2,173) | |
| NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS | (7,703) | 3,479 | 4,630 | (311) | 14,296 | |
| BALANCE OF CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD | 18,687 | 4,391 | 6,354 | 8,181 | 4,391 | |
| BALANCE OF CASH AND CASH EQUIVALENTS AT END OF PERIOD | $10,984 | $7,870 | $10,984 | $7,870 | $18,687 | |
|
Nine months ended September 30, 2005 | |
|
U.S. $ in thousands | |
| (a) Acquisition of subsidiary: | ||
| Assets and liabilities of the subsidiary upon acquisition: | ||
| Working capital (excluding cash and cash Equivalents) | (4,761) | |
| Long-lived assets | 277 | |
| Intangible assets | 1,871 | |
| Long-term loans and other liabilities | (120) | |
| Goodwill arising on acquisition | 6,966 | |
| Cash paid- net | 4,233 | |