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6-K 1 ea0221990-6k_formula.htm FORMULA REPORTS 3RD Q 2024 RESULTS
 

 

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 November 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 November 21, 2024, Formula Systems (1985) Ltd. (“we” or “us”) announced our financial results for the third quarter and nine-month ended September 30, 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 Financial Results for the Third Quarter and First Nine Months Period Ended September 30, 2024

 

1


 

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: November 21, 2024  

 

2


 

EXHIBIT INDEX

 

EXHIBIT 
NUMBER
  DESCRIPTION
99.1   Formula Systems Reports Financial Results for the Third Quarter and First Nine Months Period Ended September 30, 2024

 

3

 

EX-99.1 CHARTER 2 ea022199001ex99-1_formula.htm FORMULA REPORTS 3RD Q 2024 RESULTS

Exhibit 99.1

 

 

PRESS RELEASE

 

Formula Systems Reports Financial Results for the Third Quarter and First Nine Months Period Ended September 30, 2024

 

Revenues for the Third Quarter Increased by 6.9% Year Over Year to a Record Breaking $700 million. Net Income Attributable to Formula Systems Shareholders for the Third Quarter Increased by 51.4% Year Over Year to $23.6 million.

 

OR YEHUDA, Israel, Nov. 21, 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 third quarter and first nine months period ended September 30, 2024.

 

Financial Highlights for the Third Quarter Ended September 30, 2024

 

Revenues for the third quarter ended September 30, 2024 increased by 6.9% to a record breaking $699.9 million, compared to $654.8 million in the same period last year.

 

Operating income for the third quarter ended September 30, 2024 increased by 21.9% to $71.0 million compared to $58.2 million in the same period last year. Operating income for the third quarter of 2024 includes a capital gain in an amount of $6.5 million realized from the initial public offering of our affiliate, TSG IT Advanced Systems Ltd, on the TASE exchange. This gain reflects the appreciation in value of our investment in TSG IT Advanced Systems Ltd and is recorded under ‘Other Income’ in our consolidated financial statements. The initial public offering of TSG IT Advanced Systems Ltd was priced at NIS 183.25 per share (approximately $48.6 per share), implying a market valuation of approximately NIS 462 million (approximately $122.6 million) at the time of the IPO.

 

Net income attributable to Formula’s shareholders for the third quarter ended September 30, 2024 increased by 51.4% to $23.6 million, or $1.51 per fully diluted share, compared to $15.6 million, or $1.00 per fully diluted share, in the same period last year.

 

Financial Highlights for the Nine-Month Period Ended September 30, 2024

 

Revenues for the nine-months ended September 30, 2024 increased by 4.3% to a nine-month record-breaking $2.07 billion, compared to $1.98 billion in the same period last year.

 

Operating income for the nine-months ended September 30, 2024 increased by 11% to $198.7 million, compared to $179.0 million in the same period last year.

 

Net income attributable to Formula’s shareholders for the nine-months ended September 30, 2024 increased by 23.4% to $59.6 million, or $3.81 per fully diluted share, compared to $48.3 million, or $3.10 per fully diluted share, in the same period last year.

 

As of September 30, 2024, Formula held 48.21%, 43.51%, 46.71%, 100%, 47.2%, 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 $510.9 million as of September 30, 2024, compared to $528.2 million as of December 31, 2023.

 

Total equity as of September 30, 2024 was $1.36 billion (representing 47.8% of the total consolidated statements of financial position), compared to $1.31 billion (representing 46.5% of the total consolidated statements of financial position) as of December 31, 2023.

 

 


 

Debentures Covenants

 

As of September 30, 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 $325 million.

 

  Actual equity attributable to Formula’s shareholders as of September 30, 2024 was $660.1 million.

 

Covenant 2

 

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

 

Actual ratio of net financial indebtedness to net capitalization, as of September 30, 2024 was 0.18%.

 

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 September 30, 2024 was 0.006.

 

Comments of Management

 

Commenting on the results, Guy Bernstein, CEO of Formula Systems, said: “I am proud of Formula’s strong performance in the third quarter and throughout the first nine-months of 2024. Our operating income of $71.0 million in the third quarter of 2024 was up 21.9% on a year over year basis and 9.2% on a on a sequential basis, growing our nine-months of 2024 operating income to $198.7 million. These results underscore our commitment to driving sustained growth and operational excellence across all facets of our business. We continue to uphold our core values of innovation, professionalism, agility, and transparency across our entire group. These principles enable us to consistently create significant value for our customers by helping them manage, streamline, and accelerate their operations, ultimately contributing to their growth”

 

“Matrix reported its best third quarter in history with record-breaking results recorded across all its key financial indices: revenues, gross profit, operating income, net income and EBITDA. Matrix revenues for the third quarter grew by 6.4% year over year reaching an all-time third quarter high of NIS 1.42 billion (approximately $381.9 million). Operating income grew by 16.0%, reaching NIS 108.2 million (approximately $29.1 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. Matrix operates across all fronts in the technology sector, offering a rich variety of technological solutions, particularly in high-demand areas such as cloud, cybersecurity, digital, data, and AI. Our activities with the defense sector and defense industries continue to be extensive and demonstrate consistent growth. Matrix’s leading position, particularly in high-demand technologies and solutions, its broad range of technological services and solutions, its wide sectoral diversification, and its extensive U.S. operations all enable Matrix to maintain its vitality, value, and leadership in the industry for its clients, partners, and investors. These strengths allow Matrix to continue demonstrating growth even during challenging economic, political, and security periods. Matrix continues its strategy of mergers and acquisitions in core and complementary areas. As part of this strategy, Matrix intends to complete several additional M&A transactions this year to support accelerated growth rates and increase value propositions for its clients”

 

2


 

“Sapiens revenues for the third quarter reached $137 million, reflecting a 4.8% increase compared to the same period last year. Sapiens Non-GAAP operating profit totaled $25 million, representing 18.3% of its total revenues.. Revenue growth was driven by 7.1% growth in Sapiens’ European region, 1.7% growth in North America and 6.6% growth in ROW regions. This quarter’s non-GAAP operating profit totaled $25 million (on a U.S GAAP basis), representing 18.3% of total revenue.”

 

“Magic Software reported another strong quarter of growth and resilience, with a 10.4% year-over-year increase in revenues, reaching $143 million. This performance reflects the continued success of Magic Software’s strategic focus on delivering value to its customers through innovative digital and cloud transformation solutions. While navigating in a dynamic macroeconomic environment, Magic Software’s diversified portfolio and strong client relationships have enabled it to achieve consistent growth and improve operational efficiency. Looking ahead, we are confident in Magic Software’s ability to continue building on this momentum as it further invest in its business and enhance its capabilities to meet the evolving needs of its customers worldwide. Magic Software revised its annual revenue guidance for 2024 increasing the lower range of its revenue guidance from $540 million to $544 million reflecting its continued solid momentum for the remaining part of the year and positive outlook. Magic Software full year revenues guidance for 2024 is $544 million to $550 million”.

 

“Michpal concluded the first nine-months of 2024 with consolidated revenues of NIS 115.5 million (approximately $31.1 million), growing 9.4% year over year on a constant currency basis. 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. Michpal continues its strategy of mergers and acquisitions in core and complementary areas. As part of this strategy, Michpal intends to complete additional M&A transactions this year to support accelerated growth rates and increase value propositions for its clients”

 

“TSG concluded the third quarter of 2024 with strong results, demonstrating significant growth in revenue and profits. Revenues for the third quarter of 2024 increased by 15.7% year over year to NIS 84.2 million (approximately $22.7 million). EBITDA for the third quarter of 2024 increased by 14.3% year-over-year on a constant currency basis to NIS 13.5 million (approximately $3.6 million), compared to NIS 11.8 million (approximately $3.2 million) in the same period last year. TSG continues to advance the expansion and enhancement of its operations while strengthening its marketing and sales capabilities both domestically and internationally. TSG has also expanded product development across its two main sectors and successfully secured six tenders with Israeli municipalities during the third quarter of 2024. Following the successful completion of its IPO on the Tel Aviv Stock Exchange, TSG is actively pursuing mergers and acquisitions initiatives to enhance its capabilities and further capitalize on its business potential.”

 

“Over the past year, Zap Group, Israel’s leading consumer websites company, has demonstrated agility in adapting to evolving market dynamics. The launch of its groundbreaking E-Commerce Marketplace platform marks a pivotal transformation in its business model. By integrating cutting-edge technology and service-driven solutions, Zap Group has enhanced its relationships with small and medium-sized businesses, driving higher sales volumes, while deepening connections with end consumers through a 360-degree, holistic experience. In its first year of operation, the Marketplace platform has delivered remarkable results, with tens of thousands of transactions generating tens of millions of NIS. Currently, over 400 stores feature more than 70,000 products, reflecting strong adoption and success. The platform enables businesses to engage directly with consumers, fostering personalized relationships, leveraging data-driven insights, and effectively managing customer journeys. This innovation positions Zap Group at the forefront of Israel’s digital economy. In response to broader economic challenges, including the geopolitical situation in Israel since October 2023, Zap Group has adopted a prudent approach to investments and operations. While prioritizing operational efficiency and cost optimization, Zap Group remains committed to growth. As it continues to expand its digital platforms, enhance customer engagement, and optimize data management, Zap Group is well-positioned to deliver seamless and value-driven e-commerce experiences.”

 

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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.

 

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

 

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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     Nine months ended  
    September 30,     September 30,  
    2024     2023     2024     2023  
    Unaudited     Unaudited  
Revenues     699,931       654,839       2,066,012       1,980,612  
Cost of revenues     527,033       495,222       1,562,453       1,498,126  
Gross profit     172,898       159,617       503,559       482,486  
Research and development costs, net     20,977       19,702       61,626       58,220  
Selling, marketing and general and administrative expenses     88,098       81,669       250,486       245,242  
Other income, net     7,207       -       7,207       -  
Operating income     71,030       58,246       198,654       179,024  
Financial expenses, net     5,809       6,423       15,240       19,119  
Income before taxes on income     65,221       51,823       183,414       159,905  
Taxes on income     13,862       12,486       40,970       35,356  
Income after taxes     51,359       39,337       142,444       124,549  
Share of profits of companies accounted for at equity, net     325       392       293       601  
Net income     51,684       39,729       142,737       125,150  
Net income attributable to non-controlling interests     28,066       24,133       83,121       76,849  
Net income attributable to Formula Systems shareholders     23,618       15,596       59,616       48,301  
                                 
Earnings per share (basic)     1.55       1.02       3.91       3.15  
Earnings per share (diluted)     1.51       1.00       3.81       3.10  
                                 
Number of shares used in computing earnings per share (basic)     15,305,453       15,301,767       15,304,360       15,301,017  
Number of shares used in computing earnings per share (diluted)     15,650,374       15,543,518       15,616,220       15,496,380  

 

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FORMULA SYSTEMS (1985) LTD.

CONSOLIDATED STATEMENTS OF FINANCIAL POSITION

U.S. dollars in thousands

 

    September 30,     December 31,  
    2024     2023  
    (Unaudited)    
ASSETS            
CURRENT ASSETS:            
Cash and cash equivalents     469,711       451,946  
Short-term deposits     41,142       76,224  
Trade receivables, net     757,194       721,008  
Prepaid expenses and other accounts receivable     86,408       84,670  
Inventories     27,037       42,008  
Total current assets     1,381,492       1,375,856  
                 
NON-CURRENT ASSETS:                
Long-term investments and receivables     66,054       52,002  
Deferred taxes     32,778       33,361 (*)
Investments in companies accounted for at equity     23,846       20,796  
Property, plants and equipment, net     51,372       52,931  
Right-of-use assets     154,668       120,651  
Intangible assets, net and goodwill     1,140,260       1,143,509  
Total non-current assets     1,468,978       1,423,250  
                 
Total assets     2,850,470       2,799,106  
                 
LIABILITIES AND EQUITY                
CURRENT LIABILITIES:                
Credit from banks and others     155,562       145,973  
Debentures     64,560       72,885  
Current maturities of lease liabilities     44,610       44,064  
Trade payables     226,692       258,649  
Deferred revenues     141,187       137,643  
Employees and payroll accrual     213,427       209,384  
Other accounts payable     79,082       73,124  
Liabilities in respect of business combinations     5,672       7,954  
Put options of non-controlling interests     50,641       35,987  
Total current liabilities     981,433       985,663  
                 
LONG-TERM LIABILITIES:                
Loans from banks and others     66,039       90,887  
Debentures     227,117       231,541  
Lease liabilities     118,833       84,639  
Other long-term liabilities     13,024       12,678  
Deferred taxes     38,740       45,711 (*)
Deferred revenues     15,180       4,873  
Liabilities in respect of business combinations     1,981       2,622  
Put options of non-controlling interests     16,016       21,880  
Employees benefit liabilities, net     10,615       10,427  
Total long-term liabilities     507,545       505,258  
                 
EQUITY                
Equity attributable to Formula Systems shareholders     660,089       625,762  
Non-controlling interests     701,403       682,423  
Total equity     1,361,492       1,308,185  
                 
Total liabilities and equity     2,850,470       2,799,106  

 

(*) Reclassified

 

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FORMULA SYSTEMS (1985) LTD.

STAND-ALONE STATEMENTS OF FINANCIAL POSITION

U.S. dollars in thousands

 

    September 30,     December 31,  
    2024     2023  
    (Unaudited)  
ASSETS            
CURRENT ASSETS:            
Cash and cash equivalents     68,707       30,082  
Dividend receivable     7,296       -  
Other accounts receivable and prepaid expenses     3,133       5,639 (*)
Total current assets     79,136       35,721  
                 
NON-CURRENT ASSETS:                
Investment in subsidiaries and a jointly controlled entity (**)                
Matrix IT Ltd.     157,756       160,056  
Sapiens International Corporation N.V.     260,361       251,658  
Magic Software Enterprises Ltd.     134,822       128,549  
TSG Advanced IT Systems Ltd.     22,278       18,998  
Michpal Micro Computers (1983) Ltd.     49,232       47,936 (*)
Zap Group Ltd.     55,586       60,844 (*)
Other     27,323       24,884 (*)
Total investment in subsidiaries and a jointly controlled entity     707,358       692,925  
                 
Other investments and long term receivables     37,611       22,737  
Property, plants and equipment, net     9       11  
Total non-current assets     744,978       715,673  
                 
Total assets     824,114       751,394  
                 
LIABILITIES AND EQUITY                
CURRENT LIABILITIES:                
Loans from banks and others     2,255       -  
Debentures     22,746       32,126  
Trade payables     377       137  
Other accounts payable     6,187       2,697  
Liability in respect of a business combination     314       267  
Total current liabilities     31,879       35,227  
                 
LONG-TERM LIABILITIES:                
Loans from banks and others     3,556       -  
Debentures     128,590       90,405  
Total long-term liabilities     132,146       90,405  
                 
EQUITY     660,089       625,762  
                 
Total liabilities and equity     824,114       751,394  

 

(*) Reclassified
(**) The investments’ carrying amounts are measured consistent with the accounting principles applied in the 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.

 

8