MIND CTI (MNDO) investor relations material

Executive summary

• Enghouse agreed to acquire all outstanding shares for $1.30 cash each, valuing the transaction at $25.4M and representing a 42% premium to the prior 30-trading-day weighted average.

• Q3 revenue was $4.357M; a $3.766M non-cash billing goodwill impairment contributed to operating and net losses of $2.785M and $2.886M.

• Product portfolio spans telecom billing and customer care, enterprise call analytics, and mobile messaging, with a focus on recurring revenue and profitability.

Financial highlights

• Q3 revenue was $4.357M versus $4.823M in Q3 2025; 9M revenue was $14.053M versus $14.571M.

• Q3 operating loss was $2.785M versus operating income of $644K YoY; 9M operating loss was $1.175M versus income of $1.280M.

• Q3 net loss was $2.886M, or $0.15/share, versus net income of $681K, or $0.03/share; 9M net loss was $1.243M, or $0.06/share.

• Operating cash flow was $677K in Q3 versus $1.167M YoY, and $1.409M for 9M versus $2.773M.

Outlook and guidance

• Merger closing is expected in Q1 2027, subject to shareholder approval and customary conditions; Enghouse has no financing condition.

• Alternative proposals may be solicited through December 10, 2026; accepting a superior proposal would trigger a break-up fee payable to Enghouse.

• Stated operating margin target is 20%; strategy emphasizes profitability, market diversification, and expanding offerings through partnerships and solution enhancements.