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6-K 1 ea0206636-6k_formula.htm FORMULA Q1 24 RESULSTS

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 6-K

 

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16 OF

THE SECURITIES EXCHANGE ACT OF 1934

 

For the month of May 2024

 

Commission File Number 0-29442

 

FORMULA SYSTEMS (1985) LTD.

(Translation of registrant’s name into English)

 

Terminal Center, 1 Yahadut Canada Street, Or-Yehuda, Israel 6037501

(Address of principal executive offices)

 

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F

 

Form 20-F ☒      Form 40-F ☐

 

 

 

 


 

CONTENTS

 

Quarterly Results of Operations

 

On May 22, 2024, Formula Systems (1985) Ltd. (“we” or “us”) announced our financial results for the first quarter ended March 31, 2024. A copy of our press release announcing our results is furnished as Exhibit 99.1 to this Report of Foreign Private Issuer on Form 6-K (this “Form 6-K”) and is incorporated herein by reference.

 

Exhibits

 

Exhibit No.   Title of Exhibit
99.1   Formula Systems Reports First Quarter 2024 Financial Results

 

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SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

  

FORMULA SYSTEMS (1985) LTD.  
   
By: /s/ Asaf Berenstin  
  Name: Asaf Berenstin
Title: Chief Financial Officer
 
  Date: May 22, 2024  

 

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EXHIBIT INDEX

 

EXHIBIT 
NUMBER
  DESCRIPTION
99.1   Formula Systems Reports First Quarter 2024 Financial Results

 

 

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EX-99.1 CHARTER 2 ea020663601ex99-1_formula.htm FORMULA Q1 24 RESULSTS

Exhibit 99.1

 

 

 

Formula Systems Reports First Quarter 2024 Financial Results

 

Revenues for the First Quarter Increased by 4.2% Year Over Year to $698.4 Million. Net Income for the First Quarter Increased by 9.4% Year Over year to $17.2 Million.

 

OR YEHUDA, Israel, May 22, 2024 (GLOBE NEWSWIRE) -- Formula Systems (1985) Ltd. (Nasdaq and TASE: FORTY) (“Formula” or the “Company”), a global information technology group engaged, through its subsidiaries and affiliates, in providing software consulting services and computer-based business solutions and developing proprietary software products, today announced its results for the first quarter ended March 31, 2024.

 

Financial Highlights for the First Quarter Ended March 31, 2024

 

Revenues for the first quarter ended March 31, 2024 increased by 4.2% to $698.4 million, compared to $670.4 million in the same period last year. On a constant-currency basis (calculated based on average currency exchange rates for the three months ended March 31, 2023), revenues for the first quarter of 2024 would have increased by 6.6% to $714.8 million, compared to the same period last year.

 

Operating income for the first quarter ended March 31, 2024 increased by 2.9% to $62.6 million compared to $60.8 million in the same period last year. On a constant-currency basis (calculated based on average currency exchange rates for the three months ended March 31, 2023), operating income for the first quarter of 2024 would have increased by approximately 2.1% to $62.1 million, compared to the same period last year.

 

Net income attributable to Formula’s shareholders for the first quarter ended March 31, 2024 increased by 9.4% to $17.2 million, or $1.10 per fully diluted share, compared to $15.7 million, or $1.01 per fully diluted share, in the same period last year.

 

As of March 31, 2024, Formula held 48.21%, 43.61%, 46.71%, 100%, 50%, 90.1%, 80%, 100% and 100% of the outstanding ordinary shares of Matrix IT Ltd., Sapiens International Corporation N.V., Magic Software Enterprises Ltd., Michpal Micro Computers (1983) Ltd., TSG IT Advanced Systems Ltd., Insync Staffing Solutions, Inc., Ofek Aerial Photography Ltd., ZAP Group Ltd., and Shamrad Electronic (1997) Ltd., respectively.

 

Consolidated cash and cash equivalents and short-term bank deposits totaled approximately $516.1 million as of March 31, 2024, compared to $528.2 million as of December 31, 2023.

 

Total equity as of March 31, 2024, and as of December 31, 2023, was $1.31 billion (representing 46.5% of the total consolidated statements of financial position).

 

 


 

Debentures Covenants

 

As of March 31, 2024, Formula was in compliance with all of its financial covenants under the debenture series issued by it, based on the following achievements:

 

Covenant 1

 

Target equity attributable to Formula’s shareholders (excluding non-controlling interests): above $215 million.

 

Actual equity attributable to Formula’s shareholders as of March 31, 2024 was $631.5 million.

 

Covenant 2

 

  Target ratio of net financial indebtedness to net capitalization (in each case, as defined under the indenture for Formula’s Series A and C Secured Debentures): below 65%.

 

  Actual ratio of net financial indebtedness to net capitalization, as of March 31, 2024 was (1.0%).

 

Covenant 3

 

Target ratio of net financial indebtedness to EBITDA (based on the accumulated calculation for the four most recent quarters): below 5.

 

Actual ratio of net financial indebtedness to EBITDA as of March 31, 2024 was (0.04).

 

Comments of Management

 

Commenting on the results, Guy Bernstein, CEO of Formula Systems, said: “Formula Systems group continues to demonstrate strong and consistent performance, making big strides across multiple fronts, as reflected by our 2024 first quarter revenues and operational profits. Our broad investment portfolio allows us to carefully mitigate the current risks in the IT market, which are mainly a product of the challenging macro-economic environment. With respect to recent events taking place in Israel, since October 7, 2023, as a result of which approximately 1,100 of our 22,000 employees were drafted to active military service in Israel’s Iron Swards war, as of the date of this report approximately 250 of our employees are still in active military service. The absence of such employees resulted in lower profitability in the first quarter in certain areas of our operations (despite partial compensation paid by the State of Israel). Our global operations, which rely on our dedicated global employee base, continue to be unaffected by the war, while our Israeli teams continue to work generally in a usual hybrid manner. As such, the impact of the recent events on our operations across our investment portfolio was not severe.”

 

“Matrix concluded the first quarter with double-digit growth and record-breaking results recorded across all its key operational financial indices: revenues, gross profit, operating income, net income and EBITDA. Matrix revenues for the first quarter grew by 12.6% year over year reaching an all-time high of NIS 1.45 billion (approximately $396.9 million). Operating income grew by 9.1%, reaching NIS 110.7 million (approximately $30.2 million). We are pleased with Matrix’s continued recognition as a market leader in Israel in the implementation of fastest-growing technologies, such as cloud, cyber, digital, data, DevOps and AI, which enable the company to create significant value for its customers in managing, streamlining, accelerating and making its businesses thrive. There is a strong demand in Israel for software services in digital, cloud, cyber, data, and core operating systems—areas in which Matrix is a market leader, and which are at the center of the IT market demand. North America, which accounted for 8% of Matrix’s revenues for the first quarter and approximately 15% of its operating income in such period, also showed significant growth, with an increase of approximately 15.4% in operating income, along with continued improvement in operating margin by approximately 70 basis points year over year. We believe that Matrix has significant growth potential in the North American market, especially in the field of AI-based solutions for anti-money laundering and prevention of financial crimes, as well as across all of its other areas of expertise in the North American market.”

 

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“Sapiens’ revenues for the first quarter increased by 7.6% to $134.2 million. Sapiens ARR in the first quarter was $167.6 million, reflecting double digit growth of 12.7% compared to the first quarter of 2023, and its revenues in North America increased by 9.5% compared to the same period last year. As a global player with multiple product lines and cloud capabilities and a cost-efficient operating model which combines off-and on-shore delivery capabilities, we believe that Sapiens is positioned in a sweet spot to reap the gains of this opportunity.”

 

“Magic Software’s operational results for the first quarter reflected a positive start to the year, as revenues for the first quarter increased by 4.1% to $130.7 million and operating income increased by 11% to 14.4 million, compared to $125.5 million and $13.0 million, respectively, in the fourth quarter of 2023. Compared to the first quarter of 2023, Magic Software’s revenues decreased by 8.2%. As described in the pre-announcement of Magic Software’s third quarter results on November 8, 2023, in the third quarter of 2023, Magic Software experienced a substantial and unexpected decline in demand for its professional services from several of its important U.S.-based blue-chip customers which, without any advance notification, decided to immediately suspend significant parts of their active time-and-materials-based projects. Despite the slowdown Magic Software faced during the second half of 2023 resulting from the headwind facing by some of its customers in certain sectors in the U.S., we see that the vast majority of Magic Software customers continue to value its unique proposition and resume to engage it to an increasing degree as a preferred partner for innovative digital transformation initiatives.”

 

“Michpal concluded the first quarter with quarterly revenues of NIS 38.2 million (approximately $10.4 million), growing 14% year over year. Michpal offers comprehensive proprietary on-premise and web-based payroll software solutions and related services, as well as integrated specialized management systems in the field of financial accounting, taxation and compliance, for accounting professionals (accountants and tax consultants), bookkeepers, controllers, and CFOs.”

 

“TSG’s operating income for the first quarter of 2024 increased by 15.4% year over year to NIS 6.8 million compared to NIS 5.9 million in the same period last year. TSG continues to monetize both on its traditional activities in the defense sector on the back of growing geopolitical instability in the Middle East and in Europe increasing the demand for defense and homeland security solutions and on its activities in the Israeli municipal sector developing advanced solutions for its customers based on long-term engagement cycles.”

 

Stand-Alone Financial Measures

 

This press release presents, further below, certain stand-alone financial measures to reflect Formula’s stand-alone financial position in reference to its assets and liabilities as the parent company of the group. These financial measures are prepared consistent with the accounting principles applied in the consolidated financial statements of the group. Such measures include investments in subsidiaries and a jointly controlled entity measured at cost adjusted by Formula’s share in the investees’ accumulated undistributed earnings and other comprehensive income or loss.

 

Formula believes that these financial measures provide useful information to management and investors regarding Formula’s stand-alone financial position. Formula’s management uses these measures to compare the Company’s performance in the current period to that of prior periods for trend analyses. These measures are also used in financial reports prepared for management and in quarterly financial reports presented to the Company’s board of directors. The Company believes that the use of these stand-alone financial measures provides an additional tool for investors to use in evaluating Formula’s financial position.

 

Management of the Company does not consider these stand-alone measures in isolation or as an alternative to financial measures determined in accordance with GAAP. Formula urges investors to review the consolidated financial statements which it includes in press releases announcing quarterly financial results, including this press release, and not to rely on any single financial measure to evaluate the Company’s business or financial position.

 

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About Formula

 

Formula Systems, whose ordinary shares are traded on the Tel-Aviv Stock Exchange and ADSs are traded on the Nasdaq Global Select Market, is a global information technology holding company engaged, through its subsidiaries and affiliates, in providing software consulting services and computer-based business solutions and developing proprietary software products.

 

For more information, visit www.formulasystems.com.

 

Press Contact:

 

Formula Systems (1985) Ltd.

+972-3-5389487

ir@formula.co.il

 

Forward Looking Statements

 

Certain matters discussed in this press release that are incorporated herein and therein by reference are forward-looking statements within the meaning of Section 27A of the Securities Act, Section 21E of the Exchange Act and the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995, that are based on our beliefs, assumptions and expectations, as well as information currently available to us. Such forward-looking statements may be identified by the use of the words “anticipate,” “believe,” “estimate,” “expect,” “may,” “will,” “plan” and similar expressions. Such statements reflect our current views with respect to future events and are subject to certain risks and uncertainties. There are important factors that could cause our actual results, levels of activity, performance or achievements to differ materially from the results, levels of activity, performance or achievements expressed or implied by the forward-looking statements, including, but not limited to: adverse macro-economic trends and their duration, including inflation, relatively high interest rates, and supply chain delays, which trends may last for a significant period and materially adversely affect our results of operations; the degree of our success in our plans to leverage our global footprint to grow our sales; the degree of our success in integrating the companies that we have acquired through the implementation of our M&A growth strategy; the degree of our success in developing and deploying new technologies for software solutions that address the updated needs of our customers and serve as the basis for our revenues; the lengthy development cycles for our solutions, which may frustrate our ability to realize revenues and/or profits from our potential new solutions; our lengthy and complex sales cycles, which do not always result in the realization of revenues; the degree of our success in retaining our existing customers or competing effectively for greater market share; difficulties in successfully planning and managing changes in the size of our operations; the frequency of the long-term, large, complex projects that we perform that involve complex estimates of project costs and profit margins, which sometimes change mid-stream; the challenges and potential liability that heightened privacy laws and regulations pose to our business; occasional disputes with clients, which may adversely impact our results of operations and our reputation; various intellectual property issues related to our business; potential unanticipated product vulnerabilities or cybersecurity breaches of our or our customers’ systems particularly in the current hybrid office/work-from-home environment; risks related to industries, such as the insurance, healthcare, defense and the telecom, in which certain of our clients operate; risks posed by our global sales and operations, such as changes in regulatory requirements, supply chain disruptions, geopolitical instability stemming from Russia’s invasion of Ukraine, wide-spread viruses and epidemics or fluctuations in currency exchange rates; and risks related to our and our subsidiaries’ principal location in Israel.

 

While we believe such forward-looking statements are based on reasonable assumptions, should one or more of the underlying assumptions prove incorrect, or these risks or uncertainties materialize, our actual results may differ materially from those expressed or implied by the forward-looking statements. Please read the risks discussed under the heading “Item 3.D Risk Factors” in our most recent Annual Report on Form 20-F for the year ended December 31, 2023, filed with the U.S. Securities and Exchange Commission on May 15, 2024, in order to review conditions that we believe could cause actual results to differ materially from those contemplated by the forward-looking statements. You should not rely upon forward-looking statements as predictions of future events. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee that future results, levels of activity, performance and events and circumstances reflected in the forward-looking statements will be achieved or will occur. Except as required by law, we undertake no obligation to update publicly any forward-looking statements for any reason, or to conform those statements to actual results or to changes in our expectations.

 

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FORMULA SYSTEMS (1985) LTD.

CONSOLIDATED CONDENSED STATEMENTS OF PROFIT OR LOSS

U.S. dollars in thousands (except per share data)

 

    Three months ended  
    March 31,  
    2024     2023  
    Unaudited  
Revenues     698,401       670,399  
Cost of revenues     534,186       508,468  
                 
Gross profit     164,215       161,931  
Research and development costs, net     20,217       19,308  
Selling, marketing and general and administrative expenses     81,413       81,829  
Operating income     62,585       60,794  
                 
Financial expenses, net     5,602       7,084  
                 
Income before taxes on income     56,983       53,710  
Taxes on income     13,458       11,490  
                 
Income after taxes     43,525       42,220  
Share of profit of companies accounted for at equity, net     103       35  
                 
Net income     43,628       42,255  
Net income attributable to non-controlling interests     26,469       26,571  
                 
Net income attributable to Formula Systems shareholders     17,159       15,684  
                 
Earnings per share (basic)     1.12       1.02  
Earnings per share (diluted)     1.10       1.01  
                 
Number of shares used in computing earnings per share (basic)     15,303,267       15,300,267  
Number of shares used in computing earnings per share (diluted)     15,570,761       15,464,464  

 

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FORMULA SYSTEMS (1985) LTD.

CONSOLIDATED STATEMENTS OF FINANCIAL POSITION

U.S. dollars in thousands

 

    March 31,     December 31,  
    2024     2023  
    (Unaudited)        
ASSETS            
CURRENT ASSETS:            
Cash and cash equivalents     436,791       451,946  
Short-term deposits     79,345       76,224  
Trade receivables, net     735,217       721,008  
Prepaid expenses and other accounts receivable     92,557       84,670  
Inventories     34,563       42,008  
Total current assets     1,378,473       1,375,856  
                 
NON-CURRENT ASSETS:                
Long-term investments and receivables     60,047       52,002  
Deferred taxes     51,916       46,856  
Investments in companies accounted for at equity     19,473       20,796  
Property, plants and equipment, net     51,267       52,931  
Right-of-use assets     118,789       120,651  
Intangible assets, net and goodwill     1,128,220       1,143,509  
Total non-current assets     1,429,712       1,436,745  
                 
Total assets     2,808,185       2,812,601  
                 
LIABILITIES AND EQUITY                
CURRENT LIABILITIES:                
Credit from banks and others     160,806       145,973  
Debentures     74,568       72,885  
Current maturities of lease liabilities     43,921       44,064  
Trade payables     222,552       258,649  
Deferred revenues     166,337       137,643  
Employees and payroll accrual     214,366       209,384  
Other accounts payable     83,687       73,124  
Dividend payable     9,580       -  
Liabilities in respect of business combinations     11,184       7,954  
Put options of non-controlling interests     49,335       35,987  
Total current liabilities     1,036,336       985,663  
                 
LONG-TERM LIABILITIES:                
Loans from banks and others     70,846       90,887  
Debentures     197,048       231,541  
Lease liabilities     83,267       84,639  
Other long-term liabilities     12,461       12,678  
Deferred taxes     59,887       59,206  
Deferred revenues     16,342       4,873  
Liabilities in respect of business combinations     1,763       2,622  
Put options of non-controlling interests     13,665       21,880  
Employees benefit liabilities, net     10,460       10,427  
Total long-term liabilities     465,739       518,753  
                 
EQUITY                
Equity attributable to Formula Systems shareholders     631,463       625,762  
Non-controlling interests     674,647       682,423  
Total equity     1,306,110       1,308,185  
                 
Total liabilities and equity     2,808,185       2,812,601  

 

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FORMULA SYSTEMS (1985) LTD.

STAND-ALONE STATEMENTS OF FINANCIAL POSITION

U.S. dollars in thousands

 

    March 31,     December 31,  
    2024     2023  
    (Unaudited)  
ASSETS            
CURRENT ASSETS:            
Cash and cash equivalents     26,955       30,082  
Dividend receivable     17,374       -  
Other accounts receivable and prepaid expenses     10,440       10,326  
Total current assets     54,769       40,408  
                 
NON-CURRENT ASSETS:                
Investment in subsidiaries and a jointly controlled entity (*)                
Matrix IT Ltd.     154,683       160,056  
Sapiens International Corporation N.V.     249,564       251,658  
Magic Software Enterprises Ltd.     131,507       128,549  
Other     146,412       147,975  
Total investment in subsidiaries and a jointly controlled entity     682,166       688,238  
                 
Long term receivables and other investments     28,299       22,737  
Property, plants and equipment, net     10       11  
Total non-current assets     710,475       710,986  
                 
Total assets     765,244       751,394  
                 
LIABILITIES AND EQUITY                
CURRENT LIABILITIES:                
Debentures     32,217       32,126  
Trade payables     103       137  
Other accounts payable     2,434       2,697  
Dividends payable     9,580       -  
Liability in respect of a business combination     263       267  
Total current liabilities     44,597       35,227  
                 
LONG-TERM LIABILITIES:                
Debentures     89,184       90,405  
Total long-term liabilities     89,184       90,405  
                 
EQUITY     631,463       625,762  
                 
TOTAL LIABILITIES AND EQUITY     765,244       751,394  

 

(*) The investments’ carrying amounts are measured consistent with the accounting principles applied in consolidated financial statements of the group and representing the investments’ cost adjusted by Formula’s share in the investees’ accumulated undistributed earnings and other comprehensive income or loss.

 

 

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