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 November, 2017
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   ☒         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 Third Quarter 2017 Results.

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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
Date: November 6, 2017	Title: Monica Iancu
	President and Chief Executive Officer

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EXHIBIT INDEX

Exhibit Number	Description of Exhibit
1.	Press Release: MIND CTI Reports Third Quarter 2017 Results.

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EX-99.1

Exhibit 1

MIND CTI Reports Third Quarter 2017 Results

Yoqneam, Israel, November 6, 2017 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 as well as unified communications analytics and call accounting solutions for enterprises, today announced results for its third quarter ended September 30, 2017.

The following will summarize our major achievements in the third quarter of 2017, as well as our business. Full 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.

Q3 2017 Financial Highlights

● Revenues were $4.6 million, compared to $4.5 million in the third quarter of 2016 and $4.6 million in the second quarter of 2017.

● Operating income was $1.4 million, or 31% of total revenues, compared to $1.3 million, or 29% of total revenues in the third quarter of 2016 and $1.2 million, or 27% of total revenues in the second quarter of 2017.

● Net income was $1.2 million, or $0.06 per share, compared to $1.1 million, or $0.06 per share in the third quarter of 2016.

● Multiple follow-on orders.

● Cash flow from operating activities was $1.7 million.

● Cash position was $16.9 million as of September 30, 2017.

Nine Months Financial Highlights

● Revenues were $13.6 million, compared to $13.4 million in the first nine months of 2016.

● Operating income was $3.6 million, or 26% of total revenues, compared to $3.4 million, or 26% of total revenues in the first nine months of 2016.

● Net income was $4.0 million, or $0.21 per share, compared to $3.3 million, or $0.17 per share in the first nine months of 2016 (net income in the nine months period includes a one-time net capital gain of $0.9 million)

● Cash flow from operating activities in the first nine months of 2017 was $2.0 million.

As of September 30, 2017 we had 248 employees, compared with 267 as of September 30, 2016 and 248 as of June 30, 2017.

Monica Iancu, MIND CTI CEO, commented: “For the last few years, communications service providers encounter major challenges as the economics of running a network remain complex and increased data traffic does not necessarily translate into increased profits. Operators continue to develop new service offerings to improve revenues and at the same time attempt to reduce cost, both capex and opex, in order to increase profitability. Our customers, tier 2 and 3 carriers, are under severe pressure as they compete against larger operators, with hefty advertising budgets. Planning ahead for this expected market shift, we had improved our operating efficiency and productivity. In parallel, we invested in developing the next versions of our platforms and we will continue to invest in expanding our offering.”

Revenue Distribution for Q3 2017

Revenues in the Americas represented 76.3%, revenues in Europe represented 15.2% and revenues in the rest of the world represented 8.5% of our total revenues.

Revenues from customer care and billing software totaled $3.8 million, or 82% of total revenues, while revenues from enterprise call accounting software totaled $0.8 million, or 18% of our total revenues.

Revenues from licenses were $0.6 million, or 13% of total revenues, while revenues from maintenance and additional services were $4.0 million, or 87% of our total revenues.

Follow-on Orders

We always strive to maintain the highest support level possible and to have happy customers. With this in mind, we adopted the Agile methodology where we assign a dedicated team to customization tasks. This methodology enables us to better serve our customers and as always, our follow-on orders reconfirm their satisfaction.

This quarter’s follow-on orders include an upgrade to our latest Version 8 (third customer to upgrade to our new version), agreements to support enhancements related to deployment of Voice over LTE (VoLTE), support for EMV (credit card payments, cards with chip), mobile payments, IMS integration for billing and provisioning as well as specific customizations and additional professional services.

Fluctuation in Taxes

As previously mentioned, on a quarterly basis we incurred high fluctuation in taxes. Taxes include provisions for income taxes paid in our different locations at very different tax rates.

Also, as previously mentioned, there is a change in the Israeli tax legislation, starting 2017. We have applied for a significantly lower income tax rate, based on incentive plans approved in 2017 under the Encouragement of Capital Investments Law. In case we obtain a tax pre-ruling that classifies us in Israel as a Preferred Technological Enterprise, we expect that our tax expenses will be significantly lower and that the influence on our results for the first nine months of 2017 might be up to $0.5 million less in taxes on income expense.

The third quarter financial results do not reflect our expectations of a lower tax rate, as there is no certainty that we will obtain such a pre-ruling.

Update on Pursuit of Acquisitions

As we previously announced, given our strong cash position and our experienced organization, we believe that we are well positioned and have the required resources to respond to market needs and at the same time focus on targeting potential acquisitions that could benefit the company’s growth. Our active pursuit is focused on acquisition targets at reasonable valuations that satisfy the criteria we defined: proven revenues, complementary technology, geography and expected accretion to earnings within two to three quarters.

In the last two years, when evaluating acquisition targets, we faced increased competition from cash-rich corporations as well as the private equity industry, both sectors having high liquidity that they allocate to M&A activities.  

The excess of demand for deals has pushed valuations to highs, making it ever more challenging for us to find attractive deals.

About MIND

MIND C.T.I. Ltd. is a leading provider of convergent end-to-end billing and customer care product based solutions for service providers as well as unified communications analytics and call accounting solutions for enterprises. MIND provides a complete range of billing applications for any business model (license, 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 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 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 C.T.I. Ltd.

Tel: +972-4-993-6666

investor@mindcti.com

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MIND C.T.I. LTD.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	2017		2016		2017		2016
	U.S. dollars in thousands (except per share data)
Revenues	$	4,557	$	4,478	$	13,570	$	13,372
Cost of revenues		1,415		1,661		5,230		5,298
Gross profit		3,142		2,817		8,340		8,074
Research and development expenses		977		867		2,594		2,760
Selling and marketing expenses		348		374		944		846
General and administrative expenses		422		263		1,244		1,051
Operating income		1,395		1,313		3,558		3,417
Gain on disposal of a subsidiary		-		-		893		-
Financial income - net		116		44		563		383
Income before taxes on income		1,511		1,357		5,014		3,800
Taxes on income		270		240		976		474
Net income	$	1,241	$	1,117	$	4,038	$	3,326
Earnings per share:
Basic and diluted	$	0.06	$	0.06	$	0.21	$	0.17
Weighted average number of shares used in computation of earnings per share in thousands:
Basic		19,298		19,233		19,291		19,226
Diluted		19,312		19,297		19,521		19,287

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MIND C.T.I. LTD.

CONDENSED CONSOLIDATED BALANCE SHEETS

	September 30,			December 31,
	2017			2016
	Unaudited			Audited
	U.S. dollars in thousands
Assets
CURRENT ASSETS:
Cash and cash equivalents	$	5,306		$	9,165
Short-term bank deposits		5,433			5,033
Marketable securities		5,505			4,784
Accounts receivable, net:
Trade		827			1,098
Other		507			176
Prepaid expenses		475			319
Deferred cost of revenues		36			-
Inventory		5			5
Total current assets		18,094			20,580
INVESTMENTS AND OTHER NON CURRENT ASSETS:
Marketable securities - available-for-sale		552			832
Long-term deposits		101			-
Severance pay fund		1,651			1,565
Deferred income taxes		95			95
PROPERTY AND EQUIPMENT, net of accumulated depreciation and amortization		181			498
GOODWILL		5,430			5,430
Total assets	$	26,104		$	29,000
Liabilities and shareholders’ equity
CURRENT LIABILITIES:
Accounts payable and accruals:
Trade	$	153		$	51
Other		1,397			1,233
Deferred revenues		2,904			4,079
Total current liabilities		4,454			5,363
LONG TERM LIABILITIES:
Deferred revenues		441			665
Employee rights upon retirement		1,798			1,687
Total liabilities		6,693			7,715
SHAREHOLDERS’ EQUITY:
Share capital		54			54
Additional paid-in capital		26,132			25,998
Accumulated other comprehensive loss		(793	)		(867	)
Treasury shares		(1,554	)		(1,607	)
Accumulated deficit		(4,428	)		(2,293	)
Total shareholders’ equity		19,411			21,285
Total liabilities and shareholders’ equity	$	26,104		$	29,000

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MIND C.T.I. LTD.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2017			2016			2017			2016
	U.S. dollars in thousands
Cash flows from operating activities:
Net income	$	1,241		$	1,117		$	4,038		$	3,326
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		26			33			78			116
Accrued severance pay		39			(81	)		(29	)		(47	)
Realized loss from marketable securities available-for-sale		-			-			27			-
Unrealized loss (gain) on marketable securities, net		41			12			27			(25	)
Share-based compensation expenses		47			38			135			91
Gain on disposal of a subsidiary		-			-			(893	)		-
Changes in operating asset and liability items:
Decrease (increase) in accounts receivable:
Trade		28			153			271			1,584
Other		(304	)		(132	)		(345	)		(443	)
Decrease (increase) in prepaid expenses and deferred cost of revenues		(12	)		124			(192	)		42
Increase (decrease) in accounts payable and accruals:
Trade		123			(144	)		102			(98	)
Other		463			76			164			(942	)
Increase (decrease) in deferred revenues		26			935			(1,399	)		788
Net cash provided by operating activities		1,718			2,131			1,984			4,392
Cash flows from investing activities:
Purchase of property and equipment		(12	)		(2	)		(24	)		(24	)
Severance pay funds		(37	)		74			54			21
Proceeds from (Investment in) marketable securities		198			151			(748	)		58
Proceeds from marketable securities – available-for-sale		-			270			326			84
Investment in bank deposits		(2,756	)		(1,370	)		(500	)		(2,028	)
Proceeds from sale of subsidiary		-			-			1,169			-
Net cash provided by (used in) investing activities		(2,607	)		(877	)		277			(1,889	)
Cash flows from financing activities:
Employee stock options exercised and paid		-			29			53			60
Dividend paid		-			-			(6,173	)		(5,192	)
Net cash provided by (used in) financing activities		-			29			(6,120	)		(5,132	)
Increase (decrease) in cash and cash equivalents		(889	)		1,283			(3,859	)		(2,629	)
Balance of cash and cash equivalents at beginning of period		6,195			7,563			9,165			11,475
Balance of cash and cash equivalents at end of period	$	5,306		$	8,846		$	5,306		$	8,846

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