6-K

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 August, 2010

Commission File Number: 000-31215

MIND C.T.I. LTD.

(Translation of registrant's name into English)

Industrial Park, Building 7, P.O.Box 144, Yoqneam 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 Registrant's 2008 audited consolidated financial statements and the related accountant's consent attached as Exhibits 2 and 3 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 Exhibit, which is attached hereto and incorporated by reference herein:

1. Press Release: MIND CTI Reports Cash Flow from Operating Activities of $1.2 Million in Q2 2010.

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 Eisinger
	Title: Monica Eisinger
	Chairperson of the Board of Directors,
Date August 3, 2010	President and Chief Executive Officer

EXHIBIT INDEX

Exhibit Number Description of Exhibit

1.           Press Release: MIND CTI Reports Cash Flow from Operating Activities of $1.2 Million in Q2 2010.

 

EX-1

MIND CTI Reports Cash Flow from Operating Activities of $1.2 Million

in Q2 2010

*One New Win and One Important Customer Upgrade

Yoqneam, Israel, August 3, 2010 — MIND C.T.I. LTD. (NasdaqGM:MNDO), a leading provider of convergent end-to-end billing and customer care product based solutions for service providers as well as telecom expense management (call accounting) solutions, today announced results for the second quarter 2010.

Key Highlights

· Revenues were $4.9 million, a 10.9 % increase over the second quarter of 2009.

· One new customer and one important version upgrade.

· Operating income, excluding amortization of intangible assets of $82 thousand and equity-based compensation expense of $18 thousand, was $1,483 thousand, or 30.3 % of revenue.

· GAAP operating income was $1,383 thousand, or 28.2 % of revenue.

· GAAP net income was $1,284 thousand or $0.07 per share.

· Cash flow from operating activities was $1,235 thousand.

· Backlog as of June 30, 2010 includes $7.9 million that is expected to be billed by year-end.

· Cash position of $18.0 million on June 30, 2010, after a dividend distribution of $3.7 million in April 2010.

Revenue Distribution for Q2 2010

Sales in the Americas represented 47 % and sales in Europe represented 37 % of total revenue and the rest divided between Israel, Africa and Asia-Pacific.

Revenue from customer care and billing software totaled $4.05 million, while revenue from enterprise call accounting software was $853 thousand.

New Win & Important Upgrade

In the second quarter 2010 MIND secured one new European customer, as well as a solution upgrade with an existing African customer.

The new win is with a telecom vendor that has been awarded the prime contractor role in a project that is financed by the European Union. We are proud to have been chosen, following a lengthy selection process that had started almost two years ago. MIND will provide an end-to-end Billing and Customer Care solution for handling both prepaid and postpaid models.  MIND enables the telecom operator to implement advanced rating schemes for the latest technology infrastructure being installed, based on IMS services: Voice, Video and IM; and Data services based on xDSL and WiMAX.

The upgrade is with a South African carrier providing a full suit of ISP services and VoIP solutions primarily to corporate customers. The rating and billing of voice services have been handled by the MIND system since the launch in 2005, while other solutions were used for data services. Following the decision to expand its service offering as well as consolidate all systems into a single platform, MIND was chosen as the converged platform. Migrating to MINDBill version 7 will enable cost efficiencies, eliminate duplicate roles, increase resource utilization and save on the overall operating expenses. At the same time the carrier will benefit from the flexibility of our product catalog and configurable rating metrics that will enable the swift rollout of competitive new marketing campaigns.

Monica Iancu (formerly Monica Eisinger), Chairperson and CEO, commented: "We are pleased that in these economic conditions we continue with our execution of positive cash flow and that during the quarter we succeeded to close additional business, but unfortunately at the same time we lost one US customer that was under a managed service agreement with our UK acquired entity. While we believe that the market is not strong enough to enable growth, we continue to focus on our targets: satisfied customers, successful project implementations, winning new business and positive cash flow. We continue to believe that as always these targets build our great company culture and the unprecedented spirit and team effort drive towards a successful future."

Conference Call Information

MIND will host a conference call on August 4, 2010 at 10:30 a.m., Eastern Time, to discuss the Company's second quarter 2010 results and other financial and business information. The call will be carried live on the Internet via www.earnings.com and the MIND website, www.mindcti.com. For those unable to listen to the live web cast, a replay will be available.

Full financialresults can be found in the Investors section www.mindcti.com/investor/PressReleases.asp and in our Form 6-K as well.

About MIND

MIND CTI Ltd. is a leading provider of convergent end-to-end billing and customer care product based solutions for service providers as well as telecom expense management (call accounting) solutions. MIND provides a complete range of billing applications for any business model (license, managed service or complete outsourced billing service) for Wireless, Wireline, VoIP and Quad-play carriers in more than 40 countries around the world.

A global company, with over twelve years of experience in providing solutions to carriers and enterprises, MIND operates from offices in the United States, UK, Romania and Israel.

For more information, visit MIND at: www.mindcti.com

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

MIND C.T.I. LTD.

CONDENSED CONSOLIDATED BALANCE SHEETS

	June 30,			December 31,
	2010			2009
	(Unaudited)			(Audited)
	U.S. $ in thousands
Assets
CURRENT ASSETS:
Cash and cash equivalents	$	16,484		$	15,995
Short term bank deposits		1,518			2,183
Accounts receivable:
Trade		1,315			1,246
Other		154			201
Prepaid expenses		100			91
Deferred cost of revenues		103			141
Inventories		34			34
Total current assets		19,708			19,891
INVESTMENTS AND OTHER NON CURRENT ASSETS:
Severance Pay Fund		1,222			1,208
Deferred cost of revenues		251			125
PROPERTY AND EQUIPMENT, net of accumulated depreciation and amortization		944			1,043
INTANGIBLE ASSETS, net of accumulated amortization		449			655
GOODWILL		5,986			6,029
Total assets	$	28,560		$	28,951
Liabilities and shareholders’ equity
CURRENT LIABILITIES :
Accounts payable and accruals:
Trade	$	446		$	450
Other		1,531			1,581
Deferred revenues		3,412			2,545
Total current liabilities		5,389			4,576
LONG TERM LIABILITIES :
Deferred revenues		63			216
Employee rights upon retirement		1,513			1,472
Total liabilities		6,965			6,264
SHAREHOLDERS’ EQUITY:
Share capital		54			54
Additional paid-in capital		39,232			39,105
Differences from translation of foreign currency financial statements of a subsidiary		(1,225	)		(1,052	)
Treasury shares		(2,800	)		(2,800	)
Accumulated deficit		(13,666	)		(12,620	)
Total shareholders’ equity		21,595			22,687
Total liabilities and shareholders’ equity	$	28,560		$	28,951

* Certain comparative figures have been reclassified to conform to the current year presentation.

MIND C.T.I. LTD.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

	Six months						Three months						Year ended
	ended June 30						ended June 30						December 31,
	2010			2009			2010			2009			2009
	(Unaudited)												(Audited)
	U.S. $ in thousands
	(except per share data)
Revenues	$	10,180		$	8,532		$	4,902		$	4,421		$	17,574
Cost of revenues		3,378			3,606			1,704			2,178			6,413
Gross profit		6,802			4,926			3,198			2,243			11,161
Research and development expenses		1,972			2,280			891			1,075			4,448
Selling and marketing expenses		1,120			1,055			503			564			2,220
General and administrative expenses		855			1,237			421			539			2,324
Operating income		2,855			354			1,383			65			2,169
Financial income (expenses):
Auction rate securities settlement														18,500
Impairment of auction rate securities					(886	)					(886	)		(941	)
Other financial income (expenses) – net		(167	)		94			(73	)		122			256
Income (loss) before taxes on income		2,688			(438	)		1,310			(699	)		19,984
Taxes on income		48			104			26			55			197
Net income (loss)	$	2,640		$	(542	)	$	1,284		$	(754	)	$	19,787
Earning (loss) per ordinary share:
Basic and diluted	$	0.14		$	(0.03	)	$	0.07		$	(0.04	)	$	1.04
Weighted average number of ordinary shares used in computation of earnings per ordinary share - in thousands:
Basic		18,442			19,335			18,455			19,233			19,012
Diluted		18,549			19,335			18,594			19,235			19,012

* Certain comparative figures have been reclassified to conform to the current year presentation.

MIND C.T.I. LTD.

CONSOLIDATED STATEMENTS OF CASH FLOWS

	Six months						Three months						Year ended
	ended June 30						ended June 30						December 31,
	2010			2009			2010			2009			2009
	(Unaudited)												(Audited)
	U.S. $ in thousands
Cash flows from operating activities:
Net income (loss)	$	2,640		$	(542	)	$	1,284		$	(754	)	$	19,787
Adjustments to reconcile net income to net cash provided by operating activities:
Auction rate securities settlement														(18,500	)
Depreciation and amortization		348			395			168			195			778
Impairment of auction rate securities					886						886			941
Deferred income taxes, net					65						26			113
Accrued severance pay		111			(6	)		32			(25	)		39
Capital gain on sale of equipment - net		(15	)		(13	)		(11	)		(4	)		(10	)
Employees share-based compensation Expenses		60			71			18			35			143
Changes in operating asset and liability items:
Decrease (increase) in accounts receivable:
Trade		(88	)		634			(436	)		267			2,265
Other		47			(44	)		32			(132	)		(51	)
Decrease (increase) in prepaid expenses and deferred charges		(98	)		330			201			368			270
Decrease in inventories														2
Increase in accounts payable and accruals:
Trade		(2	)		(140	)		71			15			(19	)
Other		(37	)		(145	)		(74	)		(142	)		(169	)
Increase in deferred revenues		715			1,158			(50	)		1,318			677
Net cash provided by operating activities		3,681			2,649			1,235			2,053			6,266
Cash flows from investing activities:
Proceeds from cash settlement														18,500
Purchase of property and equipment		(112	)		(127	)		(77	)		(52	)		(367	)
Severance pay funds		(84	)		(337	)		(38	)		(117	)		(416	)
Proceeds from (investment in) short term bank deposits		665			(3,099	)		(453	)		(1,995	)		(2,183	)
Proceeds from sale of property and equipment		40			91			28			23			194
Net cash provided by (used in) investing activities		509			(3,472	)		(540	)		(2,141	)		15,728
Cash flows from financing activities:
Cost of acquisition of treasury shares					(456	)					(305	)		(1,169	)
Employee stock options exercised and paid		67						67
Dividend paid		(3,686	)					(3,686	)					(14,780	)
Net cash used in financing activities		(3,619	)		(456	)		(3,619	)		(305	)		(15,949	)
Translation adjustments on cash and Cash equivalents		(82	)		260			(3	)		288			228
Increase (decrease) in cash and cash equivalents		489			(1,019	)		(2,927	)		(105	)		6,273
Balance of cash and cash equivalents at beginning of period		15,995			9,722			19,411			8,808			9,722
Balance of cash and cash equivalents at end of  period	$	16,484		$	8,703		$	16,484		$	8,703		$	15,995

* Certain comparative figures have been reclassified to conform to the current year presentation.