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6-K 1 ea0243205-6k_formula.htm FORMULA REPORTS FIRST Q 2025 FINANCIAL 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 May 2025

 

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, 2025, Formula Systems (1985) Ltd. (“we” or “us”) announced our financial results for the first quarter ended March 31, 2025.  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 2025 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, 2025  

 

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EXHIBIT INDEX 

 

EXHIBIT 
NUMBER
  DESCRIPTION
99.1   Formula Systems Reports First Quarter 2025 Financial Results

 

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EX-99.1 CHARTER 2 ea024320501ex99-1_formula.htm FORMULA REPORTS FIRST Q 2025 FINANCIAL RESULTS


Exhibit 99.1

 

 

PRESS RELEASE

 

Formula Systems Reports First Quarter 2025 Financial Results

 

Revenues for the first quarter increased by 8.1% year over year, reaching a first quarter all-time high of $754.7 million. Net Income for the first quarter increased by 12.6% year over year, reaching a first quarter all-time high of $19.3 Million.

 

OR YEHUDA, Israel, May 22, 2025 (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 first quarter ended March 31, 2025 results of operations.

 

Financial Highlights for the First Quarter Ended March 31, 2025

 

Revenues for the first quarter ended March 31, 2025 increased by 8.1% year over year, reaching a first quarter all-time high of $754.7 million, compared to $698.4 million in the same period last year.

 

Operating income for the first quarter ended March 31, 2025 increased by 12.7% year over year, reaching a first quarter all-time high of $70.5 million, compared to $62.6 million in the same period last year.

 

Net income attributable to Formula’s shareholders for the first quarter ended March 31, 2025 increased by 12.6% year over year, reaching a first quarter all-time high of $19.3 million, or $1.23 per fully diluted share, compared to $17.2 million, or $1.10 per fully diluted share, in the same period last year.

 

As of March 31, 2025, Formula held 48.14%, 43.50%, 46.71%, 100%, 42.34%, 90.1%, 80%, 100%, 100% and 51% of the outstanding ordinary shares of Matrix IT Ltd., Sapiens International Corporation N.V., Magic Software Enterprises Ltd., Michpal Technologies Ltd., TSG IT Advanced Systems Ltd., Insync Staffing Solutions, Inc., Ofek Aerial Photography Ltd., ZAP Group Ltd., Shamrad Electronic (1997) Ltd., and Hashahar Telecom And Electricity Ltd., respectively.

 

Consolidated cash and cash equivalents and short-term bank deposits totaled approximately $526.8 million as of March 31, 2025, compared to $$563.2 million as of December 31, 2024.

 

Total equity as of March 31, 2025, was $1.38 billion (representing 45.2% of the total consolidated statements of financial position), compared to $1.39 billion (representing 46.1% of the total consolidated statements of financial position) as of December 31, 2024.

 

 


 

Declaration of Dividend for the First Quarter of 2025

 

Based on the Company’s results, the Company’s board of directors approved the distribution of a cash dividend in an amount of NIS 1.57 per share (approximately $0.44 per share) and in an aggregate amount of approximately NIS 24.1 million (approximately $6.8 million).

 

The dividend is payable on July 22, 2025, to all of the Company’s shareholders of record at the close of trading on the Nasdaq Global Select Market (or the Tel-Aviv Stock Exchange, as appropriate) on July 7, 2025. The dividend will be paid in New Israeli Shekels with respect to the Company's ordinary shares traded on the Tel Aviv Stock Exchange and American Depositary Receipts traded on the Nasdaq Global Select Market.

 

In accordance with Israeli tax law, the dividend is subject to withholding tax at source at the rate of 30% (if the recipient of the dividend is at the time of distribution or was at any time during the preceding 12-month period the holder of 10% or more of the Company's share capital) or 25% (for all other dividend recipients) of the dividend amount payable to each shareholder of record, subject to applicable exemptions.

 

Debentures Covenants

 

As of March 31, 2025, 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 March 31, 2025 was $681.0 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 March 31, 2025 was (4.72%).

 

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, 2025 was (0.16).

 

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 first quarter record-breaking results recorded across all key operational financial indices: revenues, gross profit, operating income, net income and EBITDA. These results underscore our commitment to driving sustained growth and operational excellence across all segments of our business. We are pleased with the continued recognition as leaders in our areas of expertise, implementing fast-growing technologies, such as cloud, cyber, digital, data, DevOps, Insure-Tech and AI, which enable us to create significant value for our customers in managing, streamlining, accelerating and making their businesses thrive. 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, ultimately contributing to their growth”.

 

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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, 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, 2024, filed with the U.S. Securities and Exchange Commission on May 14, 2025, 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,  
    2025     2024  
    Unaudited  
Revenues     754,682       698,401  
Cost of revenues     573,974       534,186  
                 
Gross profit     180,708       164,215  
Research and development costs, net     21,088       20,217  
Selling, marketing and general and administrative expenses     89,076       81,413  
Operating income     70,544       62,585  
                 
Financial expenses, net     5,538       5,602  
                 
Income before taxes on income     65,006       56,983  
Taxes on income     15,452       13,458  
                 
Income after taxes     49,554       43,525  
Share of profit of companies accounted for at equity, net     828       103  
                 
Net income     50,382       43,628  
Net income attributable to non-controlling interests     31,066       26,469  
                 
Net income attributable to Formula Systems shareholders     19,316       17,159  
                 
Earnings per share (basic)     1.26       1.12  
Earnings per share (diluted)     1.23       1.10  
                 
Number of shares used in computing earnings per share (basic)     15,311,924       15,303,267  
Number of shares used in computing earnings per share (diluted)     15,729,173       15,570,761  

 

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FORMULA SYSTEMS (1985) LTD. 

CONSOLIDATED STATEMENTS OF FINANCIAL POSITION 

U.S. dollars in thousands 

 

    March 31,     December 31,  
    2025     2024  
    (Unaudited)        
ASSETS            
CURRENT ASSETS:            
Cash and cash equivalents     461,805       507,799  
Short-term deposits     64,989       55,401  
Trade receivables, net     831,108       803,235  
Prepaid expenses and other accounts receivable     96,891       89,882  
Inventories     27,771       30,728  
Total current assets     1,482,564       1,487,045  
                 
NON-CURRENT ASSETS:                
Long-term investments and receivables     59,229       54,629  
Deferred taxes     35,627       33,850  
Investments in companies accounted for at equity     38,572       39,196  
Property, plants and equipment, net     51,851       51,795  
Right-of-use assets     151,842       156,225  
Intangible assets, net and goodwill     1,225,818       1,192,156  
Total non-current assets     1,562,939       1,527,851  
                 
Total  assets     3,045,503       3,014,896  
                 
LIABILITIES AND EQUITY                
CURRENT LIABILITIES:                
Loans from banks and others     150,474       141,782  
Debentures     87,249       86,782  
Current maturities of lease liabilities     44,581       45,240  
Trade payables     283,893       296,211  
Deferred revenues     180,619       173,959  
Employees and payroll accrual     243,683       234,845  
Other accounts payable     109,979       98,046  
Dividend payable     14,227       -  
Liabilities in respect of business combinations     11,505       9,191  
Put options of non-controlling interests     53,853       52,420  
Total current liabilities     1,180,063       1,138,476  
                 
LONG-TERM LIABILITIES:                
Loans from banks and others     73,153       62,733  
Debentures     153,840       188,090  
Lease liabilities     117,645       119,586  
Other long-term liabilities     12,221       11,708  
Deferred taxes     45,334       42,894  
Deferred revenues     25,934       12,522  
Liabilities in respect of business combinations     6,707       8,751  
Put options of non-controlling interests     42,908       30,553  
Employees benefit liabilities     10,443       10,238  
Total long-term liabilities     488,185       487,075  
                 
EQUITY                
Total equity attributable to Formula Systems (1985) Ltd. shareholders     681,020       679,338  
Non-controlling interests     696,235       710,007  
Total equity     1,377,255       1,389,345  
                 
Total liabilities and equity     3,045,503       3,014,896  

 

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FORMULA SYSTEMS (1985) LTD.

STAND-ALONE STATEMENTS OF FINANCIAL POSITION

U.S. dollars in thousands

 

    March 31,     December 31,  
    2025     2024  
    (Unaudited)  
ASSETS            
CURRENT ASSETS:            
Cash and cash equivalents     33,361       25,599  
Dividend receivable     31,086       12,013  
Other accounts receivable and prepaid expenses     5,540       4,798  
Total current assets     69,987       42,410  
                 
NON-CURRENT ASSETS:                
Investment in subsidiaries and a jointly controlled entity (*)                
Matrix IT Ltd.     163,384       162,133  
Sapiens International Corporation N.V.     257,263       264,349  
Magic Software Enterprises Ltd.     130,152       133,786  
TSG IT Advanced Systems Ltd.     19,640       20,453  
Michpal Technologies Ltd.     73,902       69,127  
ZAP Group     51,520       55,392  
Other     48,578       47,722  
Total investment in subsidiaries and a jointly controlled entity     744,439       752,962  
                 
Other investments and Long term receivables     20,558       24,860  
Property, plants and equipment, net     9       10  
Total  non-current assets     765,006       777,832  
                 
Total  assets     834,993       820,242  
                 
LIABILITIES AND EQUITY                
CURRENT LIABILITIES:                
Loans from banks and others     2,251       2,294  
Debentures     46,017       45,807  
Trade payables     268       1,146  
Other accounts payable     3,763       2,109  
Put options of non-controlling interests     1,073       1,005  
Dividends payable     14,227       -  
Total current liabilities     67,599       52,361  
                 
LONG-TERM LIABILITIES:                
Loans from banks and others     2,428       3,047  
Debentures     83,946       85,496  
Total long-term liabilities     86,374       88,543  
                 
EQUITY     681,020       679,338  
                 
TOTAL LIABILITIES AND EQUITY     834,993       820,242  

 

(*) 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.

 

 

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