MIND CTI (NASDAQ: MNDO) grows Q2 profit and receives Nasdaq warnings
Rhea-AI Filing Summary
MIND C.T.I. Ltd. reported second‑quarter 2026 revenues of $4,611 thousand versus $4,752 thousand a year earlier and net income of $775 thousand versus $483 thousand, or $0.04 basic and diluted EPS versus $0.02. For the first six months, revenues were $9,696 thousand and net income $1,643 thousand versus $9,748 thousand and $973 thousand, respectively. Maintenance and services contributed 94% of Q2 revenues, with Europe accounting for 60%.
Cash, short‑term deposits and marketable securities totaled $13.5 million as of June 30, 2026, up from $11.4 million a year earlier after acquisition payments of $261 thousand, a $288 thousand intra‑group dividend withholding tax and share repurchases. The company bought back 617 thousand shares for approximately $674 thousand under its $2.4 million authorization. Management highlighted strong cash generation but also competitive pricing pressure and an anticipated mid‑term revenue decline, with plans to accelerate commercial efforts and optimize its structure.
MIND disclosed two Nasdaq letters: on June 23, 2026 for non‑compliance with the minimum bid price requirement, triggering a 180‑day cure period to December 21, 2026, and on August 3, 2026 for audit committee non‑compliance, with a cure period until the earlier of the next annual shareholders’ meeting or August 1, 2027. The company intends to regain compliance, and its shares continue trading on Nasdaq under the symbol MNDO during these periods.
Positive
- Q2 and six‑month profitability improved, with net income rising to $775 thousand from $483 thousand in Q2 2025 and to $1,643 thousand from $973 thousand for the first half, while revenues remained broadly stable.
- Cash, short‑term deposits and marketable securities increased to $13.5 million as of June 30, 2026 from $11.4 million a year earlier, supporting continued capital returns through repurchases of 617 thousand shares for approximately $674 thousand.
Negative
- Nasdaq notified the company on June 23, 2026 that it is not in compliance with the minimum bid price requirement, granting a 180‑day period to December 21, 2026 to regain compliance or face potential delisting.
- A second Nasdaq letter dated August 3, 2026 reported non‑compliance with audit committee composition rules after a director’s resignation, with a cure deadline at the next annual shareholders’ meeting or August 1, 2027, after which delisting procedures could be initiated.
Filing Explained
As a Form 6-K, this filing furnishes interim company information. The company incorporates its GAAP financial statements into four existing Form S-8 registration statements, updating the disclosure linked to those statements; the filing does not report shares being issued or sold.
Key Figures
Q2 2026 Revenue: $4,611 thousand
Q2 2026 Net Income: $775 thousand
Six Months 2026 Net Income: $1,643 thousand
+5 more
8 metrics
Q2 2026 Revenue
$4,611 thousand
Consolidated revenues for the three months ended June 30, 2026
Q2 2026 Net Income
$775 thousand
Net income for the three months ended June 30, 2026
Six Months 2026 Net Income
$1,643 thousand
Net income for the six months ended June 30, 2026
Cash, deposits and securities
$13.5 million
Cash position including short-term deposits and marketable securities as of June 30, 2026
Shares repurchased to date
617 thousand
Ordinary shares repurchased under the $2.4 million program as of June 30, 2026
Total assets
$30,050 thousand
Consolidated total assets as of June 30, 2026
Net cash from operations H1 2026
$732 thousand
Net cash provided by operating activities for six months ended June 30, 2026
Nasdaq bid-price compliance deadline
December 21, 2026
End of initial 180-day period to regain minimum bid price compliance
Key Terms
minimum bid price requirement, audit committee requirement, deferred revenues, treasury shares, +2 more
6 terms
minimum bid price requirement regulatory
"no longer in compliance with the minimum bid price requirement"
A minimum bid price requirement is a rule that a stock must trade above a set price for a specified period to stay listed on an exchange. It matters to investors because falling below that threshold can trigger warnings or removal from the exchange, which can cut liquidity, reduce visibility, and often lead to sharper declines in share value—think of it like a venue’s minimum dress code that, if not met, can bar a performer from the stage.
audit committee requirement regulatory
"no longer complies with Nasdaq’s audit committee requirement"
deferred revenues financial
"Deferred revenues | 1,589 | 1,960"
Deferred revenues are cash a company has received up front for goods or services it has not yet delivered; the company records this as a promise to fulfill an obligation later rather than as current earned sales. Investors care because deferred revenues show how much future work a firm must complete before that cash counts as profit, similar to buying a prepaid subscription or gift card that the seller still needs to honor.
forward-looking statements regulatory
"All statements other than historical facts ... are "forward-looking statements""
Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.
AI-generated analysis. How Rhea-AI works. Not financial advice.
FAQ
How did MIND CTI (MNDO) perform financially in Q2 2026?
MIND CTI reported Q2 2026 revenues of $4,611 thousand versus $4,752 thousand a year earlier and net income of $775 thousand versus $483 thousand. Basic and diluted EPS were $0.04, up from $0.02. Six‑month net income reached $1,643 thousand.
What Nasdaq minimum bid price notice did MIND CTI (MNDO) receive?
On June 23, 2026, Nasdaq informed MIND CTI it no longer meets the minimum bid price requirement. The company has 180 calendar days, until December 21, 2026, to regain compliance, with possible additional time, or its ordinary shares could become subject to delisting.
Why is MIND CTI (MNDO) not compliant with Nasdaq audit committee rules?
On August 3, 2026, Nasdaq notified MIND CTI that, following Ms. Orly Sorokin’s resignation from the Board and Audit Committee, it no longer complies with Listing Rule 5605(c)(2). Nasdaq granted a cure period until the earlier of the next annual shareholders’ meeting or August 1, 2027.
How is MIND CTI’s (MNDO) revenue mix structured in 2026?
In Q2 2026, Europe generated 60% of revenues (including 32% from German messaging), the Americas 30%, and the rest of the world 10%. Customer care and billing software contributed $2.4 million, messaging $1.5 million, UC analytics $0.7 million, and 94% came from maintenance and services.
What strategic outlook did MIND CTI’s (MNDO) interim CEO provide?
Interim CEO Monica Iancu emphasized reinforcing customer relationships, maximizing the technology roadmap and optimizing the organization. She noted intense competition and pricing pressure and an anticipated mid‑term revenue decline, aiming to offset it by accelerating commercial efforts while maintaining high‑quality support and execution.
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
Pursuant to Rule 13a-16 or 15d-16
of the Securities Exchange Act of 1934
For the month of August, 2026
Commission File Number: 000-31215
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:
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Yes ☐ No ☒
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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 Second Quarter 2026 Results
* MIND Receives Nasdaq Notifications
* MIND Receives Nasdaq Notifications
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.
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Date: Aug 6, 2026
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By Order of the Board of Directors,
/s/ Monica Iancu Title: Monica Iancu Interim Chief Executive Officer |
EXHIBIT INDEX
| Exhibit Number |
Description of Exhibit
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| 1. |
MIND CTI Reports Second Quarter 2026 Results
* MIND Receives Nasdaq Notifications
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Exhibit 1
MIND CTI Reports Second Quarter 2026 Results
* MIND Receives Nasdaq Notifications
Yoqneam, Israel, August 6, 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 second quarter ended June 30, 2026.
The following will summarize our major developments in the second 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 $4.6 million, compared with $4.8 million in the second quarter of 2025, with the decrease mainly attributed to the messaging segment.
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Operating income was $0.7 million, or 15% of total revenues, compared with $0.3 million, or 6% of total revenues in the second quarter of 2025, with the increase mainly attributed to a different revenue mix with improved margins.
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Net income was $0.8 million, or $0.04 per share, compared with $0.5 million, or $0.02 per share in the second quarter of 2025.
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Cash flow from operating activities was $0.1 million, compared with $0.9 million in the second quarter of 2025.
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Six Months Financial Highlights
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Revenues were $9.7 million, same as in the first six months of 2025.
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Operating income of $1.6 million, or 17% of total revenues, compared with $0.6 million or 7% of total revenues in the first six months of 2025 (that included an allowance for credit loss of a specific customer, as well as acquisition
related costs)
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Net income of $1.6 million, or $0.08 per share, compared with $1.0 million, or $0.05 per share in the first six months of 2025.
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Cash flow from operating activities in the first six months of 2026 was $0.7 million, compared with $1.6 million in the first six months of 2025.
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Monica Iancu, MIND CTI’s interim CEO, commented: “As I step back into the leadership role at MIND, my primary focus is to reinforce our foundational customer relationships and maximize the value of
our technology roadmap. Alongside our newly appointed Chief Business Officer, Orly Sorokin, we are implementing proactive measures to pursue new opportunities, strengthen the Company’s long-term stability, and create sustainable value for our
shareholders. The telecommunications and enterprise messaging spaces remain highly competitive, placing ongoing price pressures on our core segments. Our strong cash position and ongoing long-term profitability give us the flexibility to navigate
these market challenges. We will continue to optimize our organizational structure while maintaining the high-quality support and execution that our global customers expect from MIND. Our immediate priority is to offset the anticipated mid-term
revenue decline by accelerating commercial efforts."
Cash Position and Buyback Update
Our cash position, including short-term deposits and marketable securities, was $13.5 million as of June 30, 2026, compared with $11.4 million as of June 30, 2025.
The increase in the cash position, resulting from ongoing positive cash flow, was partially offset by three events.
As previously announced, we completed the acquisition of Aurenz in the first quarter of 2025. An initial cash payment of $1.7 million was made in the first quarter of 2025 and the remaining amount of
approximately $261 thousand, was paid in the second quarter of 2026, completing the acquisition related payments.
In addition, the cash position was also impacted by a withholding tax of approximately $288K related to a dividend distributed between subsidiaries within the MIND group that is expected to be
recovered in future years.
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 June 30, 2026, MIND had repurchased a total of 617 thousand shares for total consideration of approximately $674 thousand, out of which $350 thousand during the second quarter of 2026.
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.
Revenue Distribution for Q2 2026
Revenues in Europe represented 60% (including the messaging segment revenues in Germany, which represented 32%), the Americas represented 30%, and the rest of the world represented 10% of total
revenues.
Revenues from our customer care and billing software were $2.4 million, or 52% of total revenues, enterprise messaging and payment solutions were $1.5 million, or 32% of total revenues and enterprise
UC analytics software were $0.7 million or 16% of total revenues.
Revenues from maintenance and additional services were $4.3 million, or 94% of total revenues, while licenses were $0.3 million, or 6% of total revenues.
Revenue Distribution for the First Six Months of 2026
Revenues in Europe represented 62% (including the messaging segment revenues in Germany, which represented 33%), the Americas represented 31%, and the rest of the world represented 7% of total
revenues.
Revenues from our customer care and billing software were $4.6 million, or 48% of total revenues, enterprise messaging and payment solutions were $3.2 million, or 33% of total revenues and enterprise
UC analytics software were $1.9 million, or 19% of total revenues.
Revenues from maintenance and additional services were $9.1 million, or 94% of total revenues, while licenses were $0.6 million, or 6% of total revenues.
Nasdaq Letters
On June 23, 2026, we received a letter from Nasdaq indicating that the Company is no longer in compliance with the minimum bid price requirement for continued listing. We were provided a compliance
period of 180 calendar days, or until December 21, 2026, to regain compliance with the minimum bid price requirement. In the event the Company does not regain compliance by the end of the compliance period, the Company may then be eligible for an
additional period to regain compliance. If it appears to Nasdaq’s staff that the Company will not be able to cure the deficiency by the end of the compliance period, or if the Company is otherwise not eligible for an additional compliance period,
Nasdaq’s staff will notify the Company that its ordinary shares will be subject to delisting.
The Company intends to actively monitor the closing bid price of its ordinary shares and will consider available options to resolve the deficiency and regain compliance with the minimum bid price
rule. However, there can be no assurance that the Company will be able to regain compliance with the minimum bid price rule.
On August 3, 2026, we received a letter from Nasdaq indicating that, due to the resignation of Ms. Orly Sorokin from the Company’s Board of Directors and Audit Committee, the Company no longer
complies with Nasdaq’s audit committee requirement as set forth in Listing Rule 5605(c)(2).
However, consistent with Listing Rule 5605(c)(4), Nasdaq will provide the Company with a cure period to regain compliance until the earlier of the Company’s next annual shareholders’ meeting or
August 1, 2027. The Company must submit documentation to Nasdaq, including biographies of any new directors, evidencing compliance with the rules no later than this date. In the event the Company does not regain compliance by this date, Nasdaq rules
require Nasdaq staff to provide written notification to the Company that its securities will be delisted. At that time, the Company may appeal the delisting determination to a Hearings Panel.
The Company intends to correct this deficiency and regain compliance at the annual general meeting to be held in May 2027.
These letters have no immediate effect on the listing of the Company’s ordinary shares. During the applicable compliance periods, as may be extended, the Company’s ordinary shares will continue to
trade on Nasdaq under the symbol “MNDO.”
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 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-five 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", including estimations relating to the impact of the political situation in Ukraine, 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
investor@mindcti.com