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MIND CTI LTD

MIND CTI LTDMNDO決算レポート

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MIND CTI Ltd. is a global provider of billing and customer care solutions and messaging services for voice, data, video and content services. Headquartered in Yokneam, Israel; the company also has offices in the United States of America, Iaşi in Romania and in Germany.

What changed in MIND CTI LTD's 20-F — 2023 vs 2024

Top changes in MIND CTI LTD's 2024 20-F

125 paragraphs added · 116 removed · 94 edited across 5 sections

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

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If this market segment fails to grow, the demand for our billing and customer care software would diminish substantially. Our billing and customer care products target small to medium size carriers. Our growth in this field depends on continued growth of carriers of this size.
If this market segment fails to grow, the demand for our billing and customer care software would diminish substantially. Our billing and customer care products target small to medium-sized carriers. Our growth in this field depends on continued growth of carriers of this size.
Any damage or failure that interrupts or delays our operations could result in material harm to our business and expose us to material liabilities. 9 The customer base for our billing and customer care products is characterized by small to medium size communication service providers, or CSPs.
Any damage or failure that interrupts or delays our operations could result in material harm to our business and expose us to material liabilities. 9 The customer base for our billing and customer care products is characterized by small to medium-sized communication service providers, or CSPs.
Approximately 12% of our expenses are incurred in New Israeli Shekel, or NIS, and approximately 74% in Euro or linked to the Euro. At the same time, the majority of our cash reserves and investments are denominated in dollars, and our financial statements are denominated in dollars.
Approximately 12% of our expenses are incurred in New Israeli Shekel, or NIS, and approximately 71% in Euro or linked to the Euro. At the same time, the majority of our cash reserves and investments are denominated in dollars, and our financial statements are denominated in dollars.
We have derived benefits from various programs, including Israeli tax benefits relating to our “Approved and Preferred Enterprise” programs, and the “Preferred Technological Enterprise” program under the Israel Law for the Encouragement of Capital Investment, 1959. To be eligible for tax benefits as a “Preferred Technological Enterprise,” we must continue to meet certain conditions.
We have derived benefits from various programs, including Israeli tax benefits relating to our “Preferred Technological Enterprise” program under the Israel Law for the Encouragement of Capital Investment, 1959. To be eligible for tax benefits as a “Preferred Technological Enterprise,” we must continue to meet certain conditions.
Iancu or other members of the senior management team are unable or unwilling to continue their employment with us, our business may be harmed. If we become subject to a claim of intellectual property infringement, our business may be materially adversely affected.
Glassner or members of the senior management team are unable or unwilling to continue their employment with us, our business may be harmed. If we become subject to a claim of intellectual property infringement, our business may be materially adversely affected.
Risk Factors We believe that the occurrence of any one or some combination of the following factors would have a material adverse effect on our business, financial condition and results of operations. 1 Risks Relating to our Business and Industry If we are unable to compete effectively in the marketplace, we may suffer a decrease in market share, revenues and profitability.
Risk Factors We believe that the occurrence of any one or some combination of the following factors would have a material adverse effect on our business, financial condition and results of operations. 1 Risks Relating to our Business and Industry If we are unable to compete effectively in the marketplace, it will be difficult to retain existing customers and obtain new customers and we may suffer a decrease in market share, revenues and profitability.
It is part of our strategy to pursue acquisitions of business, products and technologies, or the establishment of joint venture arrangements in order to offer new products or services or otherwise enhance our market position or strategic strengths, and we are actively evaluating potential acquisition opportunities.
It is part of our strategy to pursue acquisitions of business, products and technologies, or the establishment of joint venture arrangements in order to offer new products or services or otherwise enhance our market position or strategic strengths.
The success of our business depends in large part upon the continuing contributions of our senior management, specifically on the managerial and technical skills of our founder, President and Chief Executive Officer, Ms. Monica Iancu, and other members of our senior management. If either Ms.
The success of our business depends in large part upon the continuing contributions of our senior management, specifically on the managerial and technical skills of our Chief Executive Officer, Mr. Ariel Glassner, and other members of our senior management. If either Mr.
Qualified personnel in these areas are in great demand worldwide and are likely to remain a limited resource. We cannot assure you that we will be able to retain the skilled employees we require. In addition, the resources required to retain such personnel may adversely affect our operating margins. The failure to retain qualified personnel may harm our business.
We cannot assure you that we will be able to retain the skilled employees we require. In addition, the resources required to retain such personnel may adversely affect our operating margins. The failure to retain qualified personnel may harm our business.
It may be difficult to enforce a U.S. judgment against us, our officers and directors or to assert U.S. securities laws claims in Israel. We are incorporated in the State of Israel.
We have back-up IT systems and remote work ability that we expect will enable our operations to function well in the event of an emergency. It may be difficult to enforce a U.S. judgment against us, our officers and directors or to assert U.S. securities laws claims in Israel. We are incorporated in the State of Israel.
If we fail to attract and retain qualified personnel, we will not be able to implement our business strategy or operate our business effectively. Our products require sophisticated software development, sales, professional services and technical customer support. Our success depends on our ability to attract, train, motivate and especially retain highly skilled personnel within each of these areas of expertise.
Our products require sophisticated software development, sales, professional services and technical customer support. Our success depends on our ability to attract, train, motivate and especially retain highly skilled personnel within each of these areas of expertise. Qualified personnel in these areas are in great demand worldwide and are likely to remain a limited resource.
Any armed conflicts or political instability in the region, including an increase in the degree of violence between Israel and the Palestinians, could negatively affect business conditions and harm our results of operations.
Iran is also believed to have a strong influence among actors hostile to Israel, such as Hamas in Gaza, Hezbollah in Lebanon and the Houthis in Yemen. Any armed conflicts or political instability in the region, including an increase in the degree of violence between Israel and the Palestinians, could negatively affect business conditions and harm our results of operations.
As a result, Israel declared war against Hamas, called up hundreds of thousands of reserve soldiers and launched an extensive military campaign against them. In parallel, border clashes between Israel and the Hezbollah terrorist group on Israel’s northern border with Lebanon have intensified and may escalate into a greater regional conflict.
As a result, Israel declared war against Hamas, called up hundreds of thousands of reserve soldiers and launched an extensive military campaign against them. In parallel, there were hostilities with the Hezbollah terror organization in Lebanon and with the Houthi movement in Yemen.
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Iran is also believed to have a strong influence among parties hostile to Israel in areas that neighbor Israel, such as the Syrian government, Hamas in Gaza and Hezbollah in Lebanon.
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Such pricing pressure has been particulary acute in recent years. In particular, we were unable to recruit any new customers in 2024. We are exposed to general global economic and market conditions, particularly those impacting the communications industry.
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To date, our business and operations have not been adversely affected by the war. We have back-up IT systems and remote work ability that we expect will enable our operations to function well in the event of an emergency.
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We provide software and services primarily to service providers in the communications industry, and our business is therefore highly dependent upon conditions in that industry.
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Developments in the communications industry, such as the impact of global economic conditions, industry consolidation, emergence of new competitors and new technologies, commoditization of voice, video and data services and changes in the regulatory environment, at times have had, and could continue to have, a material adverse effect on our existing or potential customers.
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These conditions have reduced, and may continue to reduce, the growth rates that the communications industry had previously experienced and caused the capital spending levels of many communications companies to decline or degrade. For example, in recent years, telcos have reduced investment in billing platforms to prioritize the significant infrastructure costs required for 5G deployment.
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Industry consolidation involving our customers, which has been significant in recent years, may place us at risk of losing business to the incumbent provider, to one of the parties, to the consolidation or to new competitors.
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In particular, over the past few years, consolidation and intense competition in the communications industry had a negative effect on our business, resulting in several long-term customers closing or selling their business.
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Downturns in the business climate for communications companies have in the past resulted, and may in the future result, in slower customer buying decisions and price pressures that adversely affected, and may continue to adversely affect, our ability to generate revenue.
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The current macro-economic conditions, including as a result of geopolitical events or other global or regional events, and the effects of these conditions on our customers’ businesses and the resulting spending decisions of our customers, have had and may continue to have a negative impact on our business by decreasing our new customer engagements and the size of initial or ongoing spending commitments under those engagements, as well as decreasing the level of demand and expenditures by existing customers.
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In addition, a slowdown in buying decisions may extend our sales cycle period and may limit our ability to forecast our flow of new contracts. If such adverse business conditions continue, our business may be harmed. If we fail to attract and retain qualified personnel, we will not be able to implement our business strategy or operate our business effectively.
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In January 2025, we acquired Aurenz GmbH, a provider of unified communications (UC) analytics and call accounting solutions in Germany, and we are actively evaluating other potential acquisition opportunities.
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In addition, in April and October 2024, Iran launched directs attack on Israel involving hundreds of drones and missiles each time. There can be no assurance that the ceasefire signed between Israel and Lebanon in November 2024 will last or that the downfall of the Assad regime in Syria in December 2024 will lead to peace or stability.
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It is possible that hostilities with Hamas, Iran, Hezbollah, the Houthis and Syria will escalate, and that other terrorist organizations, including Palestinian military organizations in the West Bank, will join the hostilities. To date, our business and operations have not been adversely affected by the war.

Item 4. Mine Safety Disclosures

Mine Safety Disclosures — required of mining issuers

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PhonEX ONE security management includes user authentication, security group restrictions, event log monitoring and encryption methodology of data base entries. This management tool enables a secure and easy control over the system; ● Modular architecture supporting high scalability . The PhonEX ONE’s scalable system architecture supports an unlimited number of sites and extensions; ● Guard and Alerter.
PhonEX ONE security management includes user authentication, security group restrictions, event log monitoring and encryption methodology of database entries. This management tool enables a secure and easy control over the system; ● Modular architecture supporting high scalability . The PhonEX ONE’s scalable system architecture supports an unlimited number of sites and extensions; ● Guard and Alerter.
Principal Capital Expenditures During 2023, 2022 and 2021, the aggregate cash amount of our capital expenditures was $64 thousand, $130 thousand, and $82 thousand, respectively. These expenditures were mainly for the purchase of equipment and licenses for software tools to be used by our engineering teams. We currently have no material commitments for capital expenditures. 17 B.
Principal Capital Expenditures During 2024, 2023 and 2022, the aggregate cash amount of our capital expenditures was $10 thousand, $64 thousand, and $130 thousand, respectively. These expenditures were mainly for the purchase of equipment and licenses for software tools to be used by our engineering teams. We currently have no material commitments for capital expenditures. 17 B.
As part of our offering, we provide professional services, primarily to our billing and customer care customers, consisting of turnkey project delivery, customer support and maintenance services, integration, customizations and project management. Our professional services also include enhanced support options, known as managed services, which are performed from our offices.
As part of our offering, we provide professional services, primarily to our billing and customer care customers, consisting of turnkey project delivery, customer support and maintenance services, integration, customizations and project management. Our professional services also include enhanced support options, known as managed services, which are performed from our offices. These managed services include performing day-to-day billing operational tasks.
Our Strategy Our objective is to be a leader in the market for convergent billing and customer care software for tier 2 and tier 3 service providers, to increase our presence in mobile messaging and to remain as profitable as possible in an increasingly competitive environment. We introduced our billing and customer care software in 1997.
Our Strategy Our objective is to be a leader in the market for convergent billing and customer care software for tier 2 and tier 3 service providers and in the market of UC analytics for enterprises, to increase our presence in mobile messaging and to remain as profitable as possible in an increasingly competitive environment.
Organizational Structure Set forth below is a list of our significant subsidiaries: ● MIND Software Limited, a wholly owned subsidiary, incorporated in the United Kingdom; ● MIND Software, Inc., a wholly owned subsidiary, incorporated in the State of Delaware; ● MIND Software SRL., a wholly owned subsidiary of MIND Software Limited, incorporated in Romania; ● MIND CTI GmbH, a wholly owned subsidiary, incorporated in Germany; and ● Message Mobile GmbH (with which our subsidiary GTX GmbH was merged in 2023), a wholly owned subsidiary of MIND CTI GmbH, incorporated in Germany.
Organizational Structure Set forth below is a list of our significant subsidiaries: ● MIND Software Limited, a wholly owned subsidiary, incorporated in the United Kingdom; ● MIND Software, Inc., a wholly owned subsidiary, incorporated in the State of Delaware; ● MIND Software SRL., a wholly owned subsidiary of MIND Software Limited, incorporated in Romania; ● MIND CTI GmbH, a wholly owned subsidiary, incorporated in Germany; ● Message Mobile GmbH, a wholly owned subsidiary of MIND CTI GmbH, incorporated in Germany; and ● Aurenz GmbH, a wholly owned subsidiary of MIND CTI GmbH, incorporated in Germany.
Also, from time to time, new providers surface and introduce new offering to the market or try to attract a specific targeted customer base. They build new infrastructure or resell traffic and initiate searches for billing solutions.
Also, from time to time, new providers surface and introduce new offering to the market or try to attract a specific targeted customer base. They build new infrastructure or resell traffic and initiate searches for billing solutions. Mobile Messaging The global messaging market, via SMS and IP messaging, is unpredictable.
Years Ended December 31, 2023 2022 2021 (dollars in thousands) The Americas (total) $ 7,897 $ 8,536 $ 9,421 Sale of Licenses 158 64 72 Services 7,739 8,472 9,349 Asia Pacific and Africa (total) 1,162 808 838 Sale of Licenses 33 139 88 Services 1,129 669 750 Europe (total) 11,633 11,382 14,702 Sale of Licenses 249 297 792 Services 11,384 11,085 13,910 Israel (total) 920 825 1,366 Sale of Licenses 118 111 596 Services 802 714 770 Total 21,612 21,551 26,331 Sale of Licenses 558 611 1,548 Services 21,054 20,940 24,783 Customers Billing and Customer Care Solutions Our billing and customer care solutions have been installed for a large base of customers worldwide, including: ● Traditional telephony providers that evolved into quad-play providers, offering wireless, wireline, cable, IPTV, content and internet services, such as Moldtelecom, Belize Telemedia and Docomo Pacific; ● Internet services providers that offer a triple play of broadband data, VoIP and video, such as Iskon, Vodafone Net and MSTelcom; ● Wireless telephony providers, LTE operators and MVNO’s, such as KDDI America, Inc. and Chat Mobility; ● Cable providers that also offer voice services, such as EastLink; and ● Mobile Virtual Network Enablers (MVNEs), such as Pelephone Communications Ltd. 23 Enterprise Software Our enterprise software products have been installed for a large base of customers worldwide, including international banking firms, global technology leaders, government agencies and other thousands of small to very large organizations.
Years Ended December 31, 2024 2023 2022 (dollars in thousands) The Americas (total) $ 8,508 $ 7,897 $ 8,536 Sale of Licenses 157 158 64 Services 8,351 7,739 8,472 Asia Pacific and Africa (total) 475 1,162 808 Sale of Licenses 36 33 139 Services 439 1,129 669 Europe (total) 11,402 11,633 11,382 Sale of Licenses 186 249 297 Services 11,216 11,384 11,085 Israel (total) 1,061 920 825 Sale of Licenses 349 118 111 Services 712 802 714 Total 21,446 21,612 21,551 Sale of Licenses 728 558 611 Services 20,718 21,054 20,940 Customers Billing and Customer Care Solutions Our billing and customer care solutions have been installed for a large base of customers worldwide, including: ● Traditional telephony providers that evolved into quad-play providers, offering wireless, wireline, cable, IPTV, content and internet services, such as Moldtelecom, Belize Telemedia and Docomo Pacific; ● Internet services providers that offer a triple play of broadband data, VoIP and video, such as Iskon, Vodafone Net and MSTelcom; ● Cable providers that also offer voice services, such as EastLink; and ● Mobile Virtual Network Enablers (MVNEs), such as Pelephone Communications Ltd. 23 Enterprise Software Our enterprise software products have been installed for a large base of customers worldwide, including international banking firms, global technology leaders, government agencies and other thousands of small to very large organizations.
We believe that our customer base, high customer satisfaction and our reputation for offering high quality, reliable platform provide us with brand name recognition. We continually invest in research and development to enhance our products with additional modules to address the digitalization of the telecom industry.
One element of our strategy is to increase our presence through acquisitions. We intend to continue targeting potential acquisitions that could benefit our growth. We believe that our customer base, high customer satisfaction and our reputation for offering high quality, reliable platform provide us with brand name recognition.
Mobile Messaging The global messaging market, via SMS and IP messaging, is growing, with new use cases added every year and enterprises moving their operation and marketing activities from traditional mail and email channels to mobile messaging technologies.
Enterprises are moving marketing activities to mobile messaging technologies, with new use cases added every year. At the same time, there is an increase in the use of apps that do not require third party messaging solutions.
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These managed services include performing day to day billing operational tasks. In addition to our billing and customer care solutions, we offer unified communications analytics solutions and call accounting systems, which we call PhonEX ONE. PhonEX ONE is used by organizations around the world for call accounting, telecom expense management, traffic analysis and fraud detection.
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In addition to our billing and customer care solutions, we offer UC analytics solutions and call accounting systems. UC analytics provides organizations with the data-driven insights necessary to optimize their communication strategies and with real-time feedback, to help identify and quickly resolve issues. UC analytics may also be used to enhance customer service interactions.
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PhonEX ONE delivers a full-management solution including real-time and historical data dashboards, providing in-depth analysis of every session type specific to unified communications as well as traditional/VoIP PBXs, for monitoring and optimizing telephony communication networks and unified communications platforms.
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By analyzing this data, companies can improve response times, identify common customer issues, and refine support processes to provide a better customer experience. In today’s competitive environment, UC analytics helps to enrich operational efficiency and to achieve superior customer satisfaction.
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The flexible and scalable architecture of PhonEX ONE meets the needs of large enterprises, supporting an unlimited number of extensions, users and sites, it provides full functionality through a web browser, based on Microsoft SQL database and the advanced ASP.NET technology.
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We continually invest in development to enhance our offering and keep our platforms up-to-date.
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Application to person, or A2P, messaging continues to grow as the most effective way for businesses to engage with consumers and is also believed to be the most trusted form of communication.
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As competition in our relevant markets is fierce and telecommunications spending is shrinking, we intend to explore new geographies and build new partnerships. 19 Our Products and Services Billing and Customer Care Solutions The key functionalities of our billing and customer care solutions are as follows: ● Mediation .
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The key elements of our strategy to increase our presence in mobile messaging include: ● Expand through acquisitions. We believe that A2P messaging needs are increasing worldwide, be it in SMS or in IP messaging. This market is consolidating, as most of our competitors are very active and successful in executing their acquisition strategy.
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We intend to continue targeting potential acquisitions that could benefit our growth; ● Provide multi-channel messaging solutions.
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We intend to continue to develop our platform to support multiple messaging channels such as SMS, WhatsApp, RCS, Telegram and others in order to provide to our customers multiple messaging options for personal mobile communication; and 19 Billing and Customer Care Solutions The key functionalities of our billing and customer care solutions are as follows: ● Mediation .

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

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Taxes on Income. Taxes on income are comprised of current and deferred taxes. On a regular basis, we estimate our actual current tax exposures and assess temporary differences resulting from differing treatment of items for tax and accounting purposes. These differences result in deferred taxes, which are included in our consolidated balance sheet.
Taxes on income are comprised of current and deferred taxes. On a regular basis, we estimate our actual current tax exposures and assess temporary differences resulting from differing treatment of items for tax and accounting purposes. These differences result in deferred taxes, which are included in our consolidated balance sheet.
In 2023, financial income mainly consisted of interest income on short-term bank deposits and marketable securities in the aggregate amount of $737 thousand and gains from currency exchange rate fluctuations in the aggregate amount of $50 thousand, offset by bank charges in an aggregate amount of $27 thousand.
In 2023, financial income mainly consisted of interest income on short-term bank deposits and on marketable securities in the aggregate amount of $737 thousand and gains from currency exchange rate fluctuations in the aggregate amount of $50 thousand, offset by bank charges in an aggregate amount of $27 thousand. Taxes on Income.
Net cash provided by operating activities in 2023 was $4.1 million, attributable to our net income of $5.2 million, non-cash related items, net, in the amount of $0.5 million, a net decrease in operating assets and liabilities items in the amount of $1.6 million.
Net cash provided by operating activities in 2023 was $4.1 million, attributable to our net income of $5.2 million, non-cash related items, net, in the amount of $0.5 million, offset by a net decrease in operating assets and liabilities items in the amount of $1.6 million.
Service providers are facing many challenges, including the need to reduce cost and offer new services. Wireline telephony is diminishing. Mobile operators, after incurring high investment expenses in deploying 5G networks, need to monetize on the high-speed connectivity and rich content offering.
Trend Information Service providers are facing many challenges, including the need to reduce cost and offer new services. Wireline telephony is diminishing. Mobile operators, after incurring high investment expenses in deploying 5G networks, need to monetize on the high-speed connectivity and rich content offering.
Research and Development, Patents and Licenses, etc. We believe that investment in research and development is essential for maintaining and expanding our technological expertise in the market for billing and customer care software and to our strategy of being a leading provider of new and innovative convergent billing products. Our customers provide significant feedback for product development and innovation.
We believe that investment in research and development is essential for maintaining and expanding our technological expertise in the market for billing and customer care software and to our strategy of being a leading provider of new and innovative convergent billing products. Our customers provide significant feedback for product development and innovation.
For a comparison of the year ended December 31, 2022 to the year ended December 31, 2021, please refer to Item 5 in our annual report on Form 20-F for the year ended December 31, 2022, filed with the SEC on March 14, 2023.
For a comparison of the year ended December 31, 2023 to the year ended December 31, 2022, please refer to Item 5 in our annual report on Form 20-F for the year ended December 31, 2023, filed with the SEC on March 18, 2024.
Net cash provided by operating activities in 2022 was $4.6 million, attributable to our net income of $5.3 million, non-cash related items, net, in the amount of $0.5 million, a net decrease in operating assets and liabilities items in the amount of $1.3 million.
Net cash provided by operating activities in 2024 was $4.1 million, attributable to our net income of $4.6 million, non-cash related items, net, in the amount of $0.4 million, offset by a net decrease in operating assets and liabilities items in the amount of $1.0 million.
As of December 31, 2023, we had $3.0 million in cash and cash equivalents and $13.6 million in short-term bank deposits and marketable securities, and our working capital was $15.2 million. In our opinion, our working capital is sufficient for our requirements for the foreseeable future.
As of December 31, 2024, we had $4.4 million in cash and cash equivalents and $11.3 million in short-term bank deposits and marketable securities, and our working capital was $15.6 million. In our opinion, our working capital is sufficient for our requirements for the foreseeable future.
The following table presents the geographic distribution of our revenues: Years Ended December 31, 2023 2022 (% of revenues) The Americas 36.5 % 39.6 % Europe 53.8 52.8 Asia Pacific and Africa 5.3 3.8 Israel 4.4 3.8 Total 100 % 100.0 % Our revenues in the Americas decreased from $8.5 million in 2022 to $7.9 million in 2023.
The following table presents the geographic distribution of our revenues: Years Ended December 31, 2024 2023 (% of revenues) The Americas 39.7 % 36.5 % Europe 53.2 53.8 Asia Pacific and Africa 2.2 5.3 Israel 4.9 4.4 Total 100 % 100 % Our revenues in the Americas increased from $7.9 million in 2023 to $8.5 million in 2024.
Operating Results The following discussion of our results of operations for the years ended December 31, 2023 and 2022, including the percentage data in the following table, is based upon our statements of operations contained in our consolidated financial statements for those years, and the related notes thereto, included in Item 18: Years Ended December 31, 2023 2022 (% of revenues) Revenues 100.0 % 100.0 % Cost of revenues 49.7 46.6 Gross profit 50.3 53.4 Operating expenses: Research and development 16.3 16.2 Selling and marketing 5.4 4.5 General and administrative 6.6 7.1 Total operating expenses 28.3 27.8 Operating income 22.0 25.6 Financial income, net 3.6 0.4 Income before taxes on income 25.6 26.1 Taxes on income 1.6 1.5 Net income 24.0 % 24.5 % 27 Comparison of the Year Ended December 31, 2023 to the Year Ended December 31, 2022 Revenues Years Ended December 31, 2023 2022 (dollars in millions) % Change License sales $ 0.6 $ 0.6 (8.7 )% Services 21.0 20.9 0.5 % Total revenues $ 21.6 $ 21.5 0.3 % Total revenues increased from $21.5 million in 2022 to $21.6 million in 2023, attributable to an increase in revenues in our messaging segment, from $7.7 million in 2022 to $8.0 million in 2023, offset by a decrease in enterprise products that are part of our billing and related services segment from $2.3 million in 2022 to $2.1 million in 2023.
Operating Results The following discussion of our results of operations for the years ended December 31, 2024 and 2023, including the percentage data in the following table, is based upon our statements of operations contained in our consolidated financial statements for those years, and the related notes thereto, included in Item 18: Years Ended December 31, 2024 2023 (% of revenues) Revenues 100.0 % 100.0 % Cost of revenues 49.9 49.7 Gross profit 50.1 50.3 Operating expenses: Research and development 15.8 16.3 Selling and marketing 6.0 5.4 General and administrative 7.8 6.6 Total operating expenses 29.6 28.3 Operating income 20.5 22.0 Financial income, net 2.7 3.6 Income before taxes on income 23.2 25.6 Taxes on income 1.5 1.6 Net income 21.7 % 24.0 % 27 Comparison of the Year Ended December 31, 2024 to the Year Ended December 31, 2023 Revenues Years Ended December 31, 2024 2023 (dollars in millions) % Change License sales $ 0.7 $ 0.6 30.4 % Services 20.7 21.0 (1.6 )% Total revenues $ 21.4 $ 21.6 (0.7 % Total revenues decreased from $21.6 million in 2023 to $21.4 million in 2024, due to a decrease in revenues in our messaging segment from $8.0 million in 2023 to $7.8 million in 2024.
There is a need to replace outdated billing systems that are not secure due to old technologies and that require high costs to operate. Most telcos in our relevant segment are reluctant to heavily invest in transformation projects and are turning to low-cost solutions. This buying behavior results in lower demand for our comprehensive and sophisticated end-to-end solutions.
There is a need to replace outdated billing systems that are not secure due to old technologies and that require high costs to operate. Most telcos in our relevant segment are reluctant to heavily invest in transformation projects and are turning to low-cost solutions.
Since 2003, our cash dividends amount to approximately $5.78 per share (including the dividend declared in March 2024 in respect of 2023). The amount per share that we distributed in 2023 was $0.24, in 2022 was $0.26, and a dividend of $0.24 per share was declared in March 2024.
Since 2003, our cash dividends amount to approximately $6.0 per share (including the dividend declared in March 2025 in respect of 2024). The amount per share that we distributed in each of 2024 and 2023 was $0.24, and a dividend of $0.22 per share was declared in March 2025.
Operating Expenses Years Ended December 31, 2023 2022 (dollars in millions) % Change Research and development $ 3.5 $ 3.4 1.2 % Selling and marketing 1.1 1.0 20.4 % General and administrative 1.4 1.5 (7.0 )% Total operating expenses $ 6.1 $ 5.9 2.2 % Research and Development .
Operating Expenses Years Ended December 31, 2024 2023 (dollars in millions) % Change Research and development $ 3.4 $ 3.5 (4.1 )% Selling and marketing 1.3 1.1 10.7 % General and administrative 1.7 1.4 18.8 % Total operating expenses $ 6.4 $ 6.1 3.9 % Research and Development .
Selling and marketing expenses increased from $1.0 million in 2022 to $1.1 million in 2023, mainly attributable to an increase in expenses for customer acquisition costs. Selling and marketing expenses as a percentage of total revenues increased from 4.5% in 2022 to 5.4% in 2023, mainly due to the abovementioned increase. General and Administrative Expenses .
Selling and marketing expenses increased from $1.1 million in 2023 to $1.3 million in 2024, mainly due to an increase in personnel costs. Selling and marketing expenses as a percentage of total revenues increased from 5.4% in 2023 to 6.0% in 2024, mainly due to the abovementioned increase. General and Administrative Expenses .
Since 2003, we have distributed aggregate cash dividends of $5.78 per share to our shareholders, including $0.26 per share in April 2022, $0.24 per share in March 2023, and the dividend of $0.24 per share that we declared in March 2024. For information about our dividend policy, please see Item 8 “Financial Information - Dividend Policy.” 31 C.
Since 2003, we have distributed aggregate cash dividends of $6.0 per share to our shareholders, including $0.24 per share in March 2024, and the dividend of $0.22 per share that we declared in March 2025. For information about our dividend policy, please see Item 8 “Financial Information - Dividend Policy.” 31 C. Research and Development, Patents and Licenses, etc.
The increase in our research and development expenses by 1.2% in 2023, compared to 2022 was primarily due to an increase in personnel expenses. Research and development expenses as a percentage of total revenues slightly increased from 16.2% in 2022 to 16.3% in 2023, due to the abovementioned increase in personnel expenses. Selling and Marketing Expenses .
The decrease in our research and development expenses by 4.1% in 2024 compared to 2023 was primarily due to a decrease in personnel expenses. Research and development expenses as a percentage of total revenues slightly decreased from 16.3% in 2023 to 15.8% in 2024, due to the abovementioned decrease in personnel expenses. Selling and Marketing Expenses .
Revenues from services increased from $20.9 million in 2022 to $ 21.0 million in 2023, primarily as a result of the increase in revenues in our messaging segment discussed above.
Revenues from licenses increased from $0.6 million in 2023 to $0.7 million in 2024. Revenues from services decreased from from $21.0 million in 2023 to $20.7 in 2024, primarily as a result of the decrease in revenues in our messaging segment discussed above.
We invested in research and development $3.5 million (or 16.3% of total revenues) in 2023 and $3.4 million (or 16.2% of total revenues) in 2022. The increase in 2023 was mainly due to an increase in personnel expenses, required in order to retain talent. Our engineering department comprised approximately 82 employees as of December 31, 2023. D.
We invested in research and development $3.4 million (or 15.8% of total revenues) in 2024 and $3.5 million (or 16.3% of total revenues) in 2023. The decrease in 2024 was mainly due to a decrease in personnel expenses. Our engineering department comprised approximately 84 employees as of December 31, 2024. D.
In 2023, services represented 97% of our total revenues and license fees represented 3% of our total revenues. In 2023 and 2022, one customer accounted for approximately 12% of our total revenues. In 2021, no customer accounted for more than 10% of our total revenues. We expect to continue to derive sizeable revenues from a small number of changing customers.
In 2024, 2023 and 2022, one customer accounted for approximately 11%, 12% and 12% of our total revenues, respectively. We expect to continue to derive sizeable revenues from a small number of changing customers.
These expenditures were principally for the purchase of equipment, mainly for the upgrade of our hosted platform that services the messaging segment, vehicles and for our engineering teams.
The aggregate cash amount of our capital expenditures was $10 thousand and $64 thousand in 2024 and 2023, respectively. These expenditures were principally for the purchase of equipment, mainly for the upgrade of our hosted platform that services the messaging segment, vehicles and for our engineering teams.
The decrease was primarily due to the loss of a few customers in this region during 2022. We expect this trend to continue. Our revenues in Europe increased from $11.3 million in 2022 to $11.6 million in 2023. The increase was primarily attributed to the increase in revenues in our messaging segment.
The increase was primarily attributed to the abovementioned hardware replacement. Due to the loss of a few customers in this region during the last few years, we expect revenues to decrease. Our revenues in Europe decreased from $11.6 million in 2023 to $11.4 million in 2024.
Marketable Securities As of December 31, 2023, we held marketable securities of approximately $182 thousand. Net Cash Used in Investing Activities . In 2023, we increased our investments in short-term bank deposits by $1.4 million. In 2022, we decreased our investments in short-term bank deposits by $2.0 million. Net Cash Used in Financing Activities .
Cash Deposits As of December 31, 2024, we had approximately $11.1 million in bank deposits with maturities of between three and twelve months. Marketable Securities As of December 31, 2024, we held marketable securities of approximately $193 thousand. Net Cash Used in Investing Activities . In 2024, we decreased our investments in short-term bank deposits by $2.4 million.
Consolidation in the telecom markets was not favorable to us in the last years, and we closed fewer deals than in previous years. Accordingly, we expect challenges in maintaining our revenues and our profitability levels in the near term.
Consolidation in the telecom markets was not favorable to us in the last years, and we lost a few customers each year and, at the same time, closed fewer deals and at lower values than in previous years. Accordingly, we expect we will not be able to maintain our revenues and our profitability levels in the near term.
All transaction gains and losses from remeasurement of monetary balance sheet items denominated in non-dollar currencies are reflected in the statements of operations as financial income or expenses, as appropriate.
Non-dollar transactions and balances have been remeasured to dollars in accordance with Accounting Standards Codification, or ASC, 830, “Foreign Currency Matters.” All transaction gains and losses from remeasurement of monetary balance sheet items denominated in non-dollar currencies are reflected in the statements of operations as financial income or expenses, as appropriate.
Thus, the functional currency of the Company and certain subsidiaries is the dollar. The Company and certain subsidiaries’ transactions and balances denominated in dollars are presented at their original amounts. Non-dollar transactions and balances have been remeasured to dollars in accordance with Accounting Standards Codification, or ASC, 830, “Foreign Currency Matters”.
Thus, the functional currency of the Company and certain subsidiaries is the dollar. The Company and certain subsidiaries’ transactions and balances denominated in dollars are presented at their original amounts.
In 2022, financial income consisted of interest income on short-term bank deposits and marketable securities in the aggregate amount of $262 thousand and interest income on a long-term trade receivable in the amount of $58 thousand, offset by a loss from currency exchange rate fluctuations in the aggregate amount of $99 thousand, interest on tax assessments in the aggregate amount of $60 thousand, realized and unrealized loss from marketable securities in the aggregate amount of $45 thousand and bank charges in an aggregate amount of $23 thousand.
In 2024, financial income mainly consisted of interest income on short-term bank deposits and on marketable securities in the aggregate amount of $750 thousand, offset by losses from currency exchange rate fluctuations in the aggregate amount of $159 thousand and bank charges in an aggregate amount of $24 thousand.
In 2023, 53% of our total revenues were derived from providing our billing and customer care software, 37% of our total revenues were derived from enterprise messaging and payment solutions and 10% of our total revenues were derived from providing our enterprise software.
In 2024, 55% of our total revenues were derived from providing our billing and customer care software, 37% of our total revenues were derived from enterprise messaging and 8% of our total revenues were derived from providing our enterprise software. In 2024, services represented 97% of our total revenues and license fees represented 3% of our total revenues.
The decrease was primarily attributed to a few one-time major upgrades to the latest version at existing customers in 2022. We continue to expect that this market will generally decline. Revenues from licenses were $0.6 million in each of 2022 and 2023.
Revenues from our enterprise products decreased from $2.1 million in 2023 to $1.9 million in 2024. The decrease was primarily due to a few one-time license sales at existing customers in 2023 and the loss of one significant customer in 2024. We continue to expect that this market will generally decline.
The increase of $0.1 million is mainly due to a decrease in our cash position, offset by a decrease of $0.4 million in deferred revenues and increase of $0.3 million in prepaid expenses and other current assets. Cash Deposits As of December 31, 2023, we had approximately $13.4 million in bank deposits with maturities of between three and twelve months.
The increase of $0.4 million is mainly due to a decrease of $0.7 million in deferred revenues and $0.2 million in accounts payable and $0.3 million in other current liabilities and accruals and an increase of $0.2 million in accounts receivable, offset by a decrease of $0.9 million in our cash position and a decrease of $0.1 million in prepaid expenses.
In 2022, our taxes on income in the amount of $330 thousand included current taxes on income, mainly in Israel, in the amount of $335 thousand and deferred taxes in the amount of $7 thousand, offset by a net refund outside of Israel in the amount of $12 thousand.
In 2024, our taxes on income in the amount of $334 thousand included current taxes on income, mainly in Israel, in the amount of $252 thousand and deferred taxes income in the amount of $43 thousand.
In 2023, GTX was merged with Message Mobile to form one legal entity that operates in the messaging segment.
In 2023, GTX was merged with Message Mobile to form one legal entity that operates in the messaging segment. On January 9, 2025, we acquired Aurenz GmbH (aurenz), a leading provider of UC analytics and call accounting solutions in Germany.
Accordingly, our new customers in 2022 and in 2023 provided lower initial proceeds. Also, the telecommunication market is undergoing consolidation and intensifying competition, and we have lost a few customers. We expect that these trends will continue to negatively impact our revenues and profitability in 2024.
However, we have not yet completed the development of our native cloud-based solutions, and this has harmed our competitive position. The telecommunication market is undergoing consolidation and intensifying competition, and we have lost a few customers during each of the last few years. We expect that these trends will continue to negatively impact our revenues and profitability in 2025.
Impairment of Goodwill . No impairment of goodwill was required following the annual assessment performed during each of 2022 and 2023. 29 Financial Income, net.
General and administrative expenses as a percentage of total revenues increased from 6.6% in 2023 to 7.8% in 2024, mainly due to the abovementioned increase in expenses. Impairment of Goodwill . No impairment of goodwill was required following the annual assessment performed during each of 2023 and 2024. 29 Financial Income, net.
Our revenues in Israel increased from $0.8 million in 2022 to $0.9 million in 2023, mainly due to a significant follow-on order for customizations from an existing customer, an Israeli carrier, in 2023. 28 Cost of Revenues Years Ended December 31, 2023 2022 (dollars in millions) % Change Cost of sales of license $ 0.1 $ 0.1 6.5 % Cost of services 10.6 9.9 7.0 % Total cost of revenues $ 10.7 $ 10.0 7.0 % Total cost of revenues in 2023 increased by $0.7 million, or 7%, compared with 2022, primarily due to the increase in our messaging segment revenues and the increase in personnel expenses.
Our revenues in Israel increased from $0.9 million in 2023 to $1.0 million in 2024, mainly attributed to the sale of licenses to one of our customers in Israel, in 2024. 28 Cost of Revenues Years Ended December 31, 2024 2023 (dollars in millions) % Change Cost of sales of license $ 0.1 $ 0.1 1.7 % Cost of services 10.6 10.6 (0.3 )% Total cost of revenues $ 10.7 $ 10.7 (0.3 % Total cost of revenues and gross profit as a percentage of total revenues in 2024 remained the same as in 2023.
Trend Information Our billing and customer care solutions target tier 2 and tier 3 service providers. Some service providers seek solutions that are implemented upon a native cloud architecture. However, we have not yet completed the development of our native cloud-based solutions, and this has harmed our competitive position.
This buying behavior results in lower demand for our comprehensive and sophisticated end-to-end solutions, and we had no new customers in 2024. Our billing and customer care solutions target tier 2 and tier 3 service providers. Some service providers seek solutions that are implemented upon a native cloud architecture.
Revenues from our billing and customer care solutions for service providers were $11.5 million in each of 2022 and 2023. We expect a future trend of market decline due to shrinking relevant telecom markets and strong competition. Revenues from our messaging segment were substantially positively impacted by translation differences as a result of appreciation of the Euro against the dollar.
We expect a future trend of revenues decline due to shrinking relevant telecom markets and strong competition, the loss of a few customers and a decrease in maintenance revenues. Revenues from our messaging segment decreased from $8.0 million in 2023 to $7.8 million in 2024 due to a decline in the volume of messages used by customers.
General and administrative expenses decreased from $1.5 million in 2022 to $1.4 million in 2023, mainly due to a collection of doubtful debt from one customer and decrease in administrative personnel expenses. General and administrative expenses as a percentage of total revenues decreased from 7.1% in 2022 to 6.6% in 2023, mainly due to the abovementioned decrease in expenses.
General and administrative expenses increased from $1.4 million in 2023 to $1.7 million in 2024, mainly due to changes in provisioning for credit losses and a one-time increase in administrative personnel expenses caused by the replacement of our CEO.
The decrease in net cash provided by operating activities of $0.5 million from 2022 to 2023 is mainly due to extended payment terms for one of our customers. Net Operating Working Capital As of December 31, 2023, net operating working capital was $15.2 million, compared to $15.1 million as of December 31, 2022.
Net Operating Working Capital As of December 31, 2024, net operating working capital was $15.6 million, compared to $15.2 million as of December 31, 2023.
In 2023, our financing activities included a cash dividend of $4.9 million. In 2022, our financing activities included a cash dividend of $5.2 million. Capital Expenditures . The aggregate cash amount of our capital expenditures was $64 thousand and $130 thousand in 2023 and 2022, respectively.
In 2023, we increased our investments in short-term bank deposits by $1.4 million. Net Cash Used in Financing Activities . In 2024, our financing activities included a cash dividend of $4.9 million. In 2023, our financing activities included a cash dividend of $4.8 million. Capital Expenditures .
Removed
Our revenues in Euro increased from €7.3 million in 2022 to €7.4 million in 2023, while in dollars the increase is from $7.7 million in 2022 to $8.0 million in 2023. Revenues from our enterprise products decreased from $2.3 million in 2022 to $2.1 million in 2023.
Added
Founded in 1983, aurenz maintains a leading position in the field of call accounting and, in recent years, in UC analytics. aurenz’s solutions provide essential added value for unified communication systems, easily and quickly integrating into every UC implementation. aurenz prides itself on delivering outstanding service to ensure seamless installations and integrations.
Removed
The percentage of total revenues in Europe increased from 52.8% in 2022 to 53.8% in 2023, due to the same reason.
Added
Revenues from our billing and customer care solutions for service providers increased from $11.5 million in 2023 to $11.8 million in 2024. The increase was primarily attributed to hardware replacements at two existing customers.
Removed
Gross profit as a percentage of total revenues decreased from 53.4% in 2022 to 50.3% in 2023. The decrease was primarily due to the increase in our messaging segment which operates with significantly lower gross margins and the increase in personnel expenses.
Added
The decrease was primarily due to the abovementioned decrease of $0.2 million in our messaging segment revenues.
Removed
Our solutions reduce the Total Cost of Ownership (TCO) with its end-to-end capabilities, its built-in mediation, provisioning, point-of-sale and automated business processes. MIND enhanced its solutions with e-commerce, Mobile App and Self-service modules that enable high quality service with Omnichannel architecture.
Added
The increase in cost of revenues in the billing and related services segment, which is attributed to an infrequent high cost of third-party hardware and licenses supplied as part of our solutions to a customer, was offset by higher gross margins in our messaging segment in 2024.

Item 6. [Reserved]

Selected Financial Data — reserved (removed by SEC in 2021)

28 edited+10 added−8 removed48 unchanged
At the meeting our shareholders also approved that the remuneration of those of our external directors who our Board classifies as “expert external directors” (as such term is defined in the Israeli Companies Law) will be 20% more than the remuneration of non-expert external directors. 35 C.
At the meeting our shareholders also approved that the remuneration of those of our directors who our Board classifies as “expert directors” (as such term is defined in the Israeli Companies Law) will be 20% more than the remuneration of non-expert directors. 35 C.
To the best of our knowledge, there is no arrangement or understanding with major shareholders, customers, suppliers or others, pursuant to which any person referred to above was selected as a director or member of senior management . B.
To the best of our knowledge, there is no arrangement or understanding with major shareholders, customers, suppliers or others, pursuant to which any person referred to above was selected as a director or member of senior management . 34 B.
Iancu adopted a Rule 10b5-1 Sale Plan in order to establish a systematic program by which Oppenheimer & Co. Inc. is instructed to sell on Nasdaq up to 1,800,000 ordinary shares held by her pursuant to the guidelines set forth therein. As of March 1, 2024, 195,098 shares had been sold under this plan.
Iancu adopted a Rule 10b5-1 Sale Plan in order to establish a systematic program by which Oppenheimer & Co. Inc. is instructed to sell on Nasdaq up to 1,800,000 ordinary shares held by her pursuant to the guidelines set forth therein. As of March 1, 2025, 195,098 shares had been sold under this plan.
Marian holds a B.Sc. degree in Computer Science from Gheorghe Asachi Technical University of Iași and an M.B.A. from Alexandru Ioan Cuza University of Iasi. Liviu Serea . Mr. Serea has served as General Manager of our Romania office since January 2001. Before joining MIND, for over five years Mr.
Marian holds a B.Sc. degree in Computer Science from Gheorghe Asachi Technical University of Iasi and an M.B.A. from Alexandru Ioan Cuza University of Iasi. Liviu Serea . Mr. Serea has served as General Manager of our Romania office since January 2001. Before joining MIND, for over five years Mr.
Share Ownership As of March 1, 2024, Monica Iancu beneficially owned 3,121,527, or 15.5% of our ordinary shares. None of our other directors or members of senior management beneficially owns 1% or more of our ordinary shares. We have established stock option plans to provide for the issuance of options to our directors, officers and employees.
Share Ownership As of March 1, 2025, Monica Iancu beneficially owned 3,121,527, or 15.3% of our ordinary shares. None of our other directors or members of senior management beneficially owns 1% or more of our ordinary shares. We have established stock option plans to provide for the issuance of options to our directors, officers and employees.
Board Practices Board of Directors Our board is divided into three classes of directors, denominated Class I, Class II and Class III. The term of Class I will expire in 2025, Class II in 2026 and Class III in 2024.
Board Practices Board of Directors Our board is divided into three classes of directors, denominated Class I, Class II and Class III. The term of Class I will expire in 2025, Class II in 2026 and Class III in 2027.
Monica Iancu is a member of Class I, Itay Barzilay and Joseph Tenne are members of Class II and Amnon Neubach is a member of Class III. At each annual general meeting of shareholders, directors will be elected by a simple majority of the votes cast for a three-year term to succeed the directors whose terms then expire.
Monica Iancu is a member of Class I, Itay Barzilay and Joseph Tenne are members of Class II and Orly Sorokin is a member of Class III. At each annual general meeting of shareholders, directors will be elected by a simple majority of the votes cast for a three-year term to succeed the directors whose terms then expire.
He joined MIND in 2002 as a testing engineer. Between 2004 and 2006, he served as Subject Matter Expert at Amdocs (NASDAQ:DOX) and in 2006, he returned to MIND as a software developer. He was promoted within the organization to Team Leader in 2007, Group Leader in 2013 and Director of Engineering in 2019. Mr.
Between 2004 and 2006, he served as Subject Matter Expert at Amdocs (NASDAQ:DOX) and in 2006, he returned to MIND as a software developer. He was promoted within the organization to Team Leader in 2007, Group Leader in 2013 and Director of Engineering in 2019. Mr.
Compensation of Directors and Executive Officers The aggregate direct remuneration paid to all persons who served in the capacity of director or executive officer during 2023 was $1.5 million, including $0.08 million that was set aside for pension and retirement benefits.
Compensation of Directors and Executive Officers The aggregate direct remuneration paid to all persons who served in the capacity of director or executive officer during 2024 was $1.6 million, including $0.08 million that was set aside for pension and retirement benefits.
Balteanu holds a B.A. degree in Automatic Control and Industrial Informatics from Gheorghe Asachi Technical University of Iași. Marian Scurtu. Marian Scurtu joined MIND in 2001 as a support engineer.
Balteanu holds a B.A. degree in Automatic Control and Industrial Informatics from Gheorghe Asachi Technical University of Iasi. Marian Scurtu. Marian Scurtu joined MIND in 2001 as a support engineer.
Serea managed a local company involved in hardware assembly, distribution and support. Mr. Serea holds a M.Sc. degree in Electronics and Telecommunications from the Politechnic Institute of Iasi. Joseph Tenne. Mr. Tenne has served as a director of our company since August 2014. . Mr. Tenne serves as a director at AudioCodes Ltd. (NASDAQ), at OPC Energy Ltd.
Serea managed a local company involved in hardware assembly, distribution and support. Mr. Serea holds a M.Sc. degree in Electronics and Telecommunications from the Politechnic Institute of Iasi. Joseph Tenne. Mr. Tenne has served as an independent director of our company since August 2014. Mr. Tenne serves as a director at AudioCodes Ltd.
Barzilay has served as the CFO of Personetics. From 2010 to 2019, Mr. Barzilay held a number of finance leadership positions at Amdocs and most recently served as Vice President Finance for Amdocs Technology & Media and for Amdocs Global Services (NASDAQ: DOX). From 2008 to 2010, Mr. Barzilay was the CFO of MIND. From 2004 to 2008, Mr.
Barzilay has served as the CFO of Elementor. From 2019 to 2024, Mr. Barzilay served as the CFO at Personetics. From 2010 to 2019, Mr. Barzilay held a number of finance leadership positions at Amdocs and most recently served as Vice President Finance for Amdocs Technology & Media and for Amdocs Global Services (Nasdaq: DOX). From 2008 to 2010, Mr.
Audit Committee Under the Companies Law, our board of directors is required to appoint an audit committee, comprised of at least three directors. The members of the audit committee must satisfy certain independence standards under the Companies Law. Our audit committee consists of Mr. Joseph Tenne (Chairman of the audit committee), Mr. Itay Barzilay and Mr. Amnon Neubach.
Audit Committee Under the Companies Law, our board of directors is required to appoint an audit committee, comprised of at least three directors. The members of the audit committee must satisfy certain independence standards under the Companies Law. Our audit committee consists of Mr. Joseph Tenne (Chairman of the audit committee), Mr. Itay Barzilay and Ms. Orly Sorokin.
The numbers and breakdowns of our employees as of the end of the past three years are set forth in the following table: As of December 31, 2023 2022 2021 Approximate numbers of employees by geographic location Israel 23 24 23 Romania 110 116 124 Germany 11 13 13 Total workforce 144 153 160 Approximate numbers of employees by category of activity General and administration 15 15 14 Research and development 90 97 103 Professional services and customer support 31 32 32 Sales and marketing 8 9 11 Total workforce 144 153 160 E.
The numbers and breakdowns of our employees as of the end of the past three years are set forth in the following table: As of December 31, 2024 2023 2022 Approximate numbers of employees by geographic location Israel 24 23 24 Romania 104 110 116 Germany 8 11 13 Total workforce 136 144 153 Approximate numbers of employees by category of activity General and administration 15 15 15 Research and development 84 90 97 Professional services and customer support 29 31 32 Sales and marketing 8 8 9 Total workforce 136 144 153 E.
Unless otherwise is determined by our Board, any award granted under the 2011 Share Incentive Plan will have a four-year vesting schedule, such that 50% of the award will vest on the second anniversary of the commencement date and 25% of the award will vest on each of the third and fourth anniversaries of the commencement date. 39 As of March 1, 2024, options to purchase 501,000 ordinary shares were outstanding and options for 2,395,790 ordinary shares had been exercised.
Unless otherwise is determined by our Board, any award granted under the 2011 Share Incentive Plan will have a four-year vesting schedule, such that 50% of the award will vest on the second anniversary of the commencement date and 25% of the award will vest on each of the third and fourth anniversaries of the commencement date. 39 As of March 1, 2025, options to purchase 489,500 ordinary shares were outstanding and options for 2,577,290 ordinary shares had been exercised.
Arie Abramovich. Mr. Abramovich rejoined MIND in December 2022 as Chief Financial Officer. Prior to rejoining MIND, Arie served as Corporate Assistant Controller at Albaad Massuot Yitzhak Ltd. (TASE: ALBA). From 2020 until 2021, Arie served as MIND’s Assistant Controller and prior to that as Senior Accountant at KPMG from 2017 until 2020. Mr.
Prior to rejoining MIND, Arie served as Corporate Assistant Controller at Albaad Massuot Yitzhak Ltd. (TASE: ALBA). From 2020 until 2021, Arie served as MIND’s Assistant Controller and prior to that as Senior Accountant at KPMG from 2017 until 2020. Mr.
(TASE) from 2021 to 2024 . Mr. Tenne holds a B.A. degree in Accounting and Economics and an M.B.A. degree from Tel Aviv University, and he is a Certified Public Accountant in Israel. Itay Barzilay. Mr. Barzilay has served as Chairman of the Board since 2023 and a director of our company since May 2020. Since 2019 Mr.
Tenne was a partner in PwC Israel. Mr. Tenne holds a B.A. degree in Accounting and Economics and an M.B.A. degree from Tel Aviv University. Mr. Tenne is also a Certified Public Accountant in Israel. Itay Barzilay. Mr. Barzilay has served as a director of our company since May 2020. Since 2024, Mr.
Directors and Senior Management The following table sets forth certain information regarding our directors and executive officers as of the date of filing of this Annual Report: Name Age Position Monica Iancu 66 President and Chief Executive Officer, Director Arie Abramovich 37 Chief Financial Officer Gilad Parness 55 Vice President Sales Oren Tanhum 53 Vice President, Professional Services Shoval Cohen Nissan 49 Vice President, Information Technology Victor Balteanu 44 Vice President Engineering Marian Scurtu 46 Vice President Customer Success Liviu Serea 69 General Manager, MIND Romania Joseph Tenne 68 Director and Chairman of the Audit Committee Itay Barzilay 49 Chairman of the Board of Directors Amnon Neubach 80 Director The background of each of our directors and executive officers is as follows: Monica Iancu.
Directors and Senior Management The following table sets forth certain information regarding our directors and executive officers as of the date of filing of this Annual Report: Name Age Position Ariel Glassner 51 Chief Executive Officer Arie Abramovich 38 Chief Financial Officer Gilad Parness 56 Vice President Sales Shoval Cohen Nissan 50 Vice President, Information Technology Victor Balteanu 45 Vice President Engineering Marian Scurtu 47 Vice President Customer Success Liviu Serea 70 General Manager, MIND Romania Monica Iancu 67 Chairperson of the Board Joseph Tenne 69 Director and Chairman of the Audit Committee Itay Barzilay 50 Director Orly Sorokin 46 Director The background of each of our directors and executive officers is as follows: Monica Iancu.
From 2005 to 2013, Mr. Tenne served as the CFO of Ormat Technologies, Inc. (NYSE and TASE) and Ormat Industries Ltd. (TASE). From 2003 to 2004, Mr. Tenne served as the CFO of Treofan Germany GmbH & Co. KG, a German private company. From 1997 to 2003, Mr.
From 2014 to 2017, Mr. Tenne served as the CFO and VP Finance of Itamar Medical Ltd. From 2005 to 2013, Mr. Tenne served as the CFO of Ormat Technologies, Inc. (NYSE and TASE: ORA). From 2003 to 2005, Mr. Tenne was the CFO of Treofan Germany GmbH & Co. KG, a German company. From 1997 to 2003, Mr.
Barzilay served in several finance management roles with Avaya. Mr. Barzilay is a Certified Public Accountant, holds a BA in Accounting and Economics from Tel Aviv University and an MBA from NYU’s Stern School of Business. 34 Amnon Neubach. Mr.
Barzilay was the CFO of MIND. From 2004 to 2008, Mr. Barzilay served in several finance management roles with Avaya. Mr. Barzilay is a Certified Public Accountant, holds a B.A. in Accounting and Economics from Tel Aviv University and an M.B.A. from NYU’s Stern School of Business. Orly Sorokin. Ms.
To the best of our knowledge, there are no family relationships between any of the directors or members of senior management named above.
Sorokin holds a B.A. in Economics and an M.B.A. from Haifa University. To the best of our knowledge, there are no family relationships between any of the directors or members of senior management named above.
All amounts reported in this column represent incremental cost of the Company. On May 4, 2017, our board of directors resolved that each of our external directors will be entitled to receive an annual fee of $13,200 and a participation fee of $680 per meeting.
On May 4, 2017, our board of directors resolved that each of our non-executive directors will be entitled to receive an annual fee of $13,200 and a participation fee of $680 per meeting. On August 9, 2017, payment in the same amounts to each of our non-executive directors was approved by our shareholders.
Cohen Nissan leads the planning and management of the supporting infrastructure company-wide and the implementation of network security at the corporate level. He also acts as Purchasing Manager for our internal needs and customer solutions. Mr. Cohen Nissan holds a Practical Engineering degree from Braude College. Victor Balteanu. Victor Balteanu has served as our VP Engineering since November 2020.
He also acts as Purchasing Manager for our internal needs and customer solutions. Mr. Cohen Nissan holds a Practical Engineering degree from Braude College. Victor Balteanu. Victor Balteanu has served as our VP Engineering since November 2020. He joined MIND in 2002 as a testing engineer.
Ms. Iancu founded MIND and has been President and Chief Executive Officer of our company since inception and, until April 6, 2012, also served as the Chairperson. Ms. Iancu holds a B.Sc. degree in Computer Science and a Master’s degree in Telecommunications (with expertise in Voice and Data Integration over the Ethernet) from the Technion, Israel Institute of Technology.
Iancu holds a B.Sc. degree in Computer Science and a Master’s degree in Telecommunications (with expertise in Voice and Data Integration over the Ethernet) from the Technion, Israel Institute of Technology. Ariel Glassner. Mr. Glassner joined MIND as Chief Executive Officer in November 2024.
We refer to the five individuals for whom disclosure is provided herein as our “Covered Executives.” Summary Compensation Table Name of Officer Position of Officer Salary Cash Bonus (1) Equity-Based Compensation (2) All Other Compensation (3) Total ($) Monica Iancu President and Chief Executive Officer 240,000 240,000 - 53,853 533,853 Arie Abramovich Chief Financial Officer 76,981 4,337 30,463 37,817 149,598 Gilad Parness Vice President Sales 105,025 26,023 - 45,550 176,598 Shoval Cohen Nisaan Vice President, Information Technology 105,116 26,023 - 49,548 180,687 Oren Tanhum Vice President, Professional Services 92,105 22,770 - 42,586 157,461 (1) Amounts reported in this column represent annual incentive bonuses granted to the Covered Executives or commissions based on performance-metric formulas set forth in their respective employment agreements.
We refer to the five individuals for whom disclosure is provided herein as our “Covered Executives.” Summary Compensation Table (in dollars) Name of Officer Position of Officer Salary Cash Bonus (1) Equity- Based Compensation (2) All Other Compensation (3) Total Monica Iancu President and Chief Executive Officer (4) 240,000 240,000 - 57,757 537,757 Arie Abramovich Chief Financial Officer 78,764 12,977 - 38,635 130,376 Gilad Parness Vice President Sales 88,755 - - 63,468 152,223 Shoval Cohen Nissan Vice President, Information Technology 99,558 22,711 - 55,299 177,568 Oren Tanhum Vice President, Professional Services (5) 38,195 22,711 - 53,732 114,638 (1) Amounts reported in this column represent annual incentive bonuses granted to the Covered Executives or commissions based on performance-metric formulas set forth in their respective employment agreements.
(TASE), at Electreon Wireless Ltd. (TASE), at Tarya Israel Ltd. (TASE), and at Sapir Corp Ltd. (TASE). From 2017 to 2023, Mr. Tenne served as a financial executive at Itamar Medical Ltd. (NASDAQ and TASE), which was sold in 2021 to ZOLL Medical Corporation, and from 2014 to 2017 he served as its Vice President Finance and CFO.
(Nasdaq and TASE: AUDC), at OPC Energy Ltd. (TASE: OPCE), at ElectReon Wireless Ltd. (TASE: ELWS), at Sapir Corp Ltd. (TASE: SPIR), and at Tarya Israel Ltd. (TASE: TRA ( . From 2017 to 2023, Mr. Tenne served as a financial executive at Itamar Medical Ltd., a Nasdaq-listed company that was acquired by ZOLL Medical Corporation in December 2021.
During 2023, we granted to our executive officers under our option plans options to purchase 28,000 ordinary shares at exercise price of $0.003 per share. All these options expire in 2028. The table below outlines the compensation granted to our five most highly compensated office holders during or with respect to the year ended December 31, 2023.
All these options expire in 2029. The table below outlines the compensation granted to our five most highly compensated office holders during or with respect to the year ended December 31, 2024.
Mr. Tanhum holds a B.A. degree in Mathematics and Computer Science from Haifa University. Shoval Cohen Nissan . Mr. Cohen Nissan has served as our IT Manager since December 1998 and was promoted to Vice President of IT in 2016. Mr.
Shoval Cohen Nissan . Mr. Cohen Nissan has served as our IT Manager since December 1998 and was promoted to Vice President of IT in 2016. Mr. Cohen Nissan leads the planning and management of the supporting infrastructure company-wide and the implementation of network security at the corporate level.
Removed
Oren Tanhum . Mr. Tanhum has served as our Vice President of Professional Services since 2016. He joined MIND in July 1997 as a software engineer and was involved in the development of all versions of our billing platform. Throughout his almost 20 years with us, he has been promoted in the R&D organization, filling leadership roles at various levels.
Added
Ms. Iancu founded MIND CTI Ltd. in 1995 and served as President and Chief Executive Officer of our company since its inception through October 2024 and now serves as the Chairperson of the Board. Ms.
Removed
Tenne was a partner in Kesselman & Kesselman, Certified Public Accountants in Israel and a member of PricewaterhouseCoopers International Limited (PwC Israel). Mr. Tenne served as a director at Enzymotec Ltd. (NASDAQ) from 2013 to 2018, at Orbotech Ltd. (NASDAQ) from 2014 to 2019, at Ratio Energies (Finance) (TASE) from 2005 to 2021, and at Highcon Systems Ltd.
Added
Ariel brings over 25 years of leadership experience, and his career includes CEO roles at startup companies during the last five years. Ariel shaped his expertise in Telco solutions during his 15-year tenure at Amdocs, leading the implementation of complex solutions for major telecommunication operators.
Removed
Neubach had served as an external director of our company from 2001 until 2014 and rejoined our board of directors in 2021. Mr. Neubach served as Chairman of the Tel Aviv Stock Exchange Ltd. from 2014 to 2021. Mr.
Added
He played a pivotal role in driving revenues and overseeing transactions and is also a graduate of the Amdocs Excellent Leaders program. Ariel holds a B.A. degree in Economics and Business and a Master’s degree in Political Science from Bar Ilan University. Arie Abramovich. Mr. Abramovich rejoined MIND in December 2022 as Chief Financial Officer.
Removed
Neubach has served in various privately held companies and public companies as a director, a member of executive committees and in some as chairman of the board. Mr. Neubach holds a B.A. degree in Economics and Business Administration and an M.A. degree in Economics, both from Bar Ilan University.
Added
Sorokin has served as a director of our company since May 2024. Since 2023, Ms. Sorokin has lead a global program for startups at IBM. From 2013 to 2023, Ms. Sorokin held a number of positions at IBM, among them managing the IBM Alpha Zone acceleration program and country sales leader for the Internet of Things unit. In parallel, Ms.
Removed
On August 9, 2017, payment in the same amounts to each of our non-executive directors was approved by our shareholders.
Added
Sorokin served as a mentor to several innovation programs, such as the Hadassah Hospital accelerator, Oazis at Ben Gurion University and others. From 2011 to 2013, Ms. Sorokin served in a few sales positions in Radware and Communitake. From 2000 to 2011, she held sales and business development positions at MIND CTI. Ms.
Removed
Each agreement terminates upon 30 days’ written notice and provides for standard terms and conditions of employment. All of our executive officers have agreed not to compete with us for 12 months (or 24 months in the case of Monica Iancu) following the termination of their employment with us.
Added
During 2024, we granted to our executive officers under our option plans options to purchase 200,000 ordinary shares at an exercise price equal to the average closing price per share of the Company’s ordinary shares on the Nasdaq Stock Market during the 30 trading day period immediately preceding the date of grant of such option.
Removed
Monica Iancu is entitled to severance pay upon termination of her employment by either her or us (other than by us for cause) and to receive, during each month of the six-month period following termination of her employment by us, or by her for cause, an amount of salary and benefits equal to her former monthly salary and other benefits.
Added
All amounts reported in this column represent incremental cost of the Company. (4) Ms. Iancu served as the President and CEO through October 2024 and thereafter as Chairperson of the Board. (5) Mr. Tanhum served as VP Professional Services till August 31, 2024.
Removed
Under Israeli case law, the non-competition undertakings of employees may not be enforceable. D. Employees As of December 31, 2023, 2022, and 2021 our total number of employees was 144, 153, and 160, respectively.
Added
In August 2024, in accordance with regulations promulgated under the Israeli Companies Law, our compensation committee and board of directors approved the compensation of Ariel Glassner to serve as our chief executive officer, effective November 1, 2024. Mr. Glassner’s annual base salary is $240,000 and his potential maximum performance-based bonus is $240,000. Mr.
Added
Glassner is also entitled to receive customary employee benefits. In addition, Mr. Glassner was granted options to purchase 200,000 ordinary shares under our 2011 Share Incentive Plan, with vesting over a period of four years.
Added
Each agreement terminates upon 30 or 60 days’ written notice and provides for standard terms and conditions of employment. Monica Iancu resigned as President and Chief Executive Officer on October 31, 2024 and is now Chairperson of the Board. D. Employees As of December 31, 2024, 2023, and 2022 our total number of employees was 136, 144, and 153, respectively.

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

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Item 7. Major Shareholders and Related Party Transactions A. Major Shareholders The following table sets forth certain information regarding the beneficial ownership of our ordinary shares as of March 1, 2024, unless otherwise specified, by each person who is known to own beneficially 5% or more of the outstanding ordinary shares.
Item 7. Major Shareholders and Related Party Transactions A. Major Shareholders The following table sets forth certain information regarding the beneficial ownership of our ordinary shares as of March 1, 2025, unless otherwise specified, by each person who is known to own beneficially 5% or more of the outstanding ordinary shares.
The number of record holders in the United States is not representative of the number of beneficial holders nor is it representative of where such beneficial holders are resident since many of these ordinary shares were held of record by brokers or other nominees. As of March 1, 2023, Ms.
The number of record holders in the United States is not representative of the number of beneficial holders nor is it representative of where such beneficial holders are resident since many of these ordinary shares were held of record by brokers or other nominees. As of March 1, 2025, Ms.
Iancu had beneficial ownership of 3,316,625 ordinary shares, constituting 16.5% of our outstanding shares. B. Related Party Transactions None. C. Interests of Experts and Counsel Not applicable. 40
Iancu had beneficial ownership of 3,121,527 ordinary shares, constituting 15.3% of our outstanding shares. B. Related Party Transactions None. C. Interests of Experts and Counsel Not applicable. 40
Name of Beneficial Owners Total Shares Beneficially Owned Percentage of Ordinary Shares (1) Monica Iancu 3,121,527 (2) 15.5 % Morgan Stanley and affiliates 1,091,018 (3) 5.4 % A-6684 Capital Ltd. 1,051,000 (4) 5.2 % (1) Based on 20,184,826 ordinary shares outstanding as of March 1, 2024. (2) Based on a Schedule 13G/A filed with the SEC on January 29, 2024.
Name of Beneficial Owners Total Shares Beneficially Owned Percentage of Ordinary Shares (1) Monica Iancu 3,121,527 (2) 15.3 % Mordechai Rapaport 1,325,000 (3) 6.5 % Morgan Stanley and affiliates 1,091,018 (4) 5.4 % (1) Based on 20,366,326 ordinary shares outstanding as of March 1, 2025. (2) Based on a Schedule 13G/A filed with the SEC on January 29, 2024.
In addition to this amount, there were also 17,441,618 shares held by the Depositary Trust Company in the United States.
As of March 1, 2025, there were seven holders of record of our ordinary shares in the United States who collectively held less than 1% of our outstanding ordinary shares. In addition to this amount, there were also 17,623,468 shares held by the Depositary Trust Company in the United States.
Removed
(3) Based on a Schedule 13G/A filed with the SEC on February 8, 2024. (4) Based on a Schedule 13G/A filed with the SEC on February 14, 2024. As of March 1, 2024, there were eight holders of record of our ordinary shares in the United States who collectively held less than 1% of our outstanding ordinary shares.
Added
(3) Based on a Schedule 13G filed with the SEC on February 3, 2025. Substantially all of these shares are held by A-6684 Ltd. and other entities under the control of Mr. Rapaport. (4) Based on a Schedule 13G/A filed with the SEC on February 8, 2024.

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