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6-K 1 ea0266561-6k_formula.htm FORMULA SYSTEMS REPORTS 3RD Q AND NINE MONTHS 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 November 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 November 20, 2025, Formula Systems (1985) Ltd. (“we” or “us”) announced our financial results for the third quarter and nine-months period ended September 30, 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 Third Quarter and Nine-Months Period Ended September 30, 2025 Financial Results

 

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 20, 2025  

 

2


 

EXHIBIT INDEX

 

EXHIBIT 
NUMBER
  DESCRIPTION
99.1   Formula Systems Reports Third Quarter and Nine-Months Period Ended September 30, 2025 Financial Results

 

 

3

 

EX-99.1 CHARTER 2 ea026656101ex99-1_formula.htm FORMULA SYSTEMS REPORTS 3RD Q AND NINE MONTHS FINANCIAL RESULTS

Exhibit 99.1

 

 

PRESS RELEASE

 

Formula Systems Reports Third Quarter and Nine-Months Period Ended September 30, 2025 Financial Results

 

Or Yehuda, Israel, November 20, 2025 – Formula Systems (1985) Ltd. (Nasdaq and TASE: FORTY) (“Formula Systems,” 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 third quarter and nine-months period ended September 30, 2025 results of operations.

 

Financial Highlights for the Quarter Ended September 30, 2025

 

On August 13, 2025, Sapiens International Corporation N.V, (hereafter “Sapiens”) announced that it has entered into a definitive agreement to be acquired by Advent, a leading global private equity investor, for $43.50 per common share, in an all-cash transaction. Under the terms of the agreement, the Company will continue to retain significant minority ownership in Sapiens, which under the new structure will translate into an approximately 18% ownership stake. Retaining this meaningful minority position reflects the Company’s continued conviction in Sapiens’ long-term strategy, its talented team, and the exciting opportunities ahead in partnership with Advent to accelerate the transition to AI and SaaS, delivering the next generation of insurance solutions for Sapiens customers. On November 19, 2025, Sapiens held an extraordinary general meeting of shareholders at which all proposals relating to the definitive agreement were approved. The transaction is expected to close during 2025 fourth quarter or during the first quarter of 2026, subject to the satisfaction of customary closing conditions and receipt of regulatory approvals. Following the signing of the definitive agreement by Sapiens’ to be acquired by Advent and its approval by Sapiens’ shareholders, the consolidated results of Sapiens are reported separately as discontinued operations in our third quarter financial statements.

   
Revenues for the third quarter ended September 30, 2025, increased by approximately 23.6% year over year, to approximately $696.6 million, compared to approximately $563.6 million in the same period last year.   

 

Operating income for the third quarter ended September 30, 2025, increased by approximately 10.8% year over year, to approximately $54.6 million, compared to approximately $49.2 million in the same period last year. Operating income for the third quarter ended September 30, 2024 included 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 Tel-Aviv stock exchange. This gain reflected the appreciation in value of our investment in TSG IT Advanced Systems Ltd and was recorded under “Other income, net” in our consolidated financial statements. Excluding the capital gain recorded with respect to TSG IT Advanced Systems’ initial public offering, operating income for the third quarter ended September 30, 2025 would have increased by approximately 27.7% compared to the same period last year.

   
Net income from continued operation attributable to Formula Systems’ shareholders for the third quarter ended September 30, 2025, decreased by approximately 26.4% year over year, to approximately $11.6 million, or $0.73 per fully diluted share, compared to $15.8 million, or $1.00 per fully diluted share, in the same period last year. Excluding the impact of the capital gain recorded with respect to TSG IT Advanced Systems initial public offering, net income from continued operation attributable to Formula Systems’ shareholders for the third quarter ended September 30, 2025, would have increased by approximately 25.2% compared to the same period last year.

 

 


 

Net income attributable to Formula Systems’ shareholders for the third quarter ended September 30, 2025, decreased by approximately 26.6% year over year, to approximately $17.3 million, or $1.08 per fully diluted share, compared to $23.6 million, or $1.51 per fully diluted share, in the same period last year. Excluding the impact of the capital gain recorded with respect to TSG IT Advanced Systems initial public offering, net income attributable to Formula Systems’ shareholders for the third quarter ended September 30, 2025 would have increased by approximately 1.2% compared to the same period last year.

 

Financial Highlights for the Nine-Months Period Ended September 30, 2025

 

Revenues for the nine-months period ended September 30, 2025, increased by approximately 15.6% to approximately $1.92 billion, compared to approximately $1.66 billion in the same period last year.

 

Operating income for the nine-months period ended September 30, 2025, increased by approximately 14.4% to approximately $154.8 million, compared to approximately $135.3 million in the same period last year. Excluding the capital gain recorded with respect to TSG IT Advanced Systems initial public offering, operating income for the nine-months period ended September 30, 2025, would have increased by approximately 20.2% compared to the same period last year.

 

Net income from continued operation attributable to Formula Systems’ shareholders for the nine-months period ended September 30, 2025, decreased by approximately 12.8% year over year, to approximately $32.2 million, or $2.02 per fully diluted share, compared to approximately $36.9 million, or $2.36 per fully diluted share, in the same period last year. Excluding the impact of the capital gain recorded with respect to TSG IT Advanced Systems initial public offering, net income from continued operation attributable to Formula Systems’ shareholders for the nine-months period ended September 30, 2025, would have increased by approximately 5.9% compared to the same period last year.

 

Net income attributable to Formula Systems’ shareholders for the nine-months period ended September 30, 2025, decreased by approximately 13.3% year over year, to approximately $51.7 million, or $3.24 per fully diluted share, compared to approximately $59.6 million, or $3.81 per fully diluted share, in the same period last year. Excluding the impact of the capital gain recorded with respect to TSG IT Advanced Systems initial public offering, net income attributable to Formula Systems’ shareholders for the nine-months period ended September 30, 2025, would have decreased by approximately 2.7% compared to the same period last year.

 

As of September 30, 2025, Formula Systems held 48.12%, 43.42%, 46.71%, 69.1%, 42.32%, 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 Electronics (1997) Ltd., and Hashahar Telecom and Electricity Ltd., respectively.

 

Consolidated cash and cash equivalents and short-term bank deposits totaled approximately $432.1 million as of September 30, 2025, compared to approximately $563.2 million as of December 31, 2024.

 

Total equity as of September 30, 2025, was approximately $1.58 billion (representing 47.4% of the total consolidated statements of financial position), compared to approximately $1.39 billion (representing 46.1% of the total consolidated statements of financial position) as of December 31, 2024.

 

Declaration of Dividend for the Third 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 1.64 per share (approximately $0.50 per share) and in an aggregate amount of approximately NIS 25.2 million (approximately $7.7 million).

   
The dividend is payable on January 13, 2026, 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 December 30, 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.

 

2


 

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 September 30, 2025, Formula Systems 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 Systems’ shareholders (excluding non-controlling interests): required to be above $325 million.

 

  Actual equity attributable to Formula Systems’ shareholders as of September 30, 2025 was $777.7 million.

 

Covenant 2

 

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

 

  Actual ratio of net financial indebtedness to net capitalization, as of September 30, 2025, was 6.34%.

 

Covenant 3

 

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

 

  Actual ratio of net financial indebtedness to EBITDA as of September 30, 2025 was 0.13.

 

Comments of Management

 

Commenting on the results, Guy Bernstein, CEO of Formula Systems, said: “We are very pleased to continue our strong momentum delivering solid and consistent results this quarter. Our performance underscores our sustained commitment to fostering durable growth and operational excellence across all major parts of our business lines. We take pride in our ongoing recognition as industry leaders, as we broaden and advance our capabilities in rapidly evolving technologies, including cloud, cybersecurity, digital solutions, data, DevOps and AI. These technologies enable us to provide significant value to our customers by supporting them in optimizing, accelerating and scaling their operations.”

 

“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 approximately 15.7% year over year, when measured based on New Israeli Shekel, reaching an all-time third quarter high of NIS 1.64 billion (approximately $488.0 million). Operating income for the third quarter increased by 21.5%, year over year, when measured based on New Israeli Shekel, reaching an all-time third quarter high of NIS 131.5 million (approximately $39.1 million). 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 wide 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 political and security periods, including the mobilization of hundreds of Matrix employees to reserve duty.”

 

3


 

“Magic Software reported another strong quarter of growth and resilience, delivering record breaking third quarter and nine-months period performance in key financial indices, achieving all-time highs in revenues, gross profit and operating income, while continuing to strengthen its operational foundations and expand its strategic footprint in key markets, including the United States, where momentum remains robust. Magic Software results of operations demonstrate its strong position in the IT market along with the sustained demand for its digital, AI-driven and cloud transformation solutions, combined with disciplined execution across the organization. Magic Software revised its full-year 2025 revenue guidance, increasing the previous estimated range of $600 million to $610 million to a revised range of $610 million to $620 million. This updated guidance reflects Magic Software’s sustained operational momentum and favorable outlook for the fourth quarter of the fiscal year, representing an anticipated annual revenue growth rate of approximately 10.4% to 12.2%. We believe in Magic Software’s ability to sustain momentum and drive long-term profitability, delivering lasting value to its shareholders.”

 

Matrix IT and Magic Software are now advancing into the final phase of completing the merger of Magic Software into Matrix IT, an undertaking that represents the largest merger ever executed in the Israeli IT sector, subject to receipt of all required regulatory approvals, including approval at the special general meetings of shareholders of each of the companies, both scheduled for December. This transaction constitutes for both companies a pivotal strategic milestone. The merger is expected to significantly enhance the combined entity’s scale, capabilities, and global positioning, creating one of the largest publicly traded IT services companies worldwide. Based on current share prices of both companies. the combined entity is projected to exceed a valuation of NIS 11 billion (approximately $3.4 billion) and will benefit from an expanded international footprint, with particular strengthening in its core target market in the United States.

 

“Michpal Technologies’ successfully concluded on September 21, 2025 its initial public offering of 4,910,000 ordinary shares on the Tel-Aviv stock exchange at an initial public offering price of NIS 61.1 per share (approximately $18.6 per share) raising approximately NIS 288.7 million, net of issuance expenses (approximately $87.3 million). Michpal Technologies together with its subsidiaries (collectively, the “Michpal Group”) engage in the fields of payroll, recruitment, time and attendance, pension administration, and human resources, as well as in the provision of software solutions for business and financial processes. As part of its activities, the Michpal Group develops and offers a broad suite of services, software products and proprietary technological solutions covering the full spectrum of human capital management within organizations. These offerings integrate cloud-based, artificial intelligence and automation technologies, alongside advanced solutions for the management of complex (partly digital) business processes across multiple use cases. Michpal Technologies concluded the third quarter of 2025 with revenues of NIS 49.8 million (approximately $14.8 million), growing 24.1% year over year when measured based on New Israeli Shekel.

 

“TSG concluded the third quarter of 2025 with strong results, demonstrating significant growth in revenue and profits. Revenues for the third quarter of 2025 increased by 30.4% year over year, when measured based on New Israeli Shekel, to NIS 109.8 million (approximately $32.6 million). Operating income for the third quarter, when measured based in New Israeli Shekel, increased by 50.9% year-over-year, when measured based on New Israeli Shekel, to NIS 10.1 million (approximately $3.0 million), compared to NIS 6.7 million (approximately $1.8 million) in the same period last year. TSG’s continued growth is driven by a combination of business combination and organic expansion, mainly in its defense-sector activities, including, among other things, the initial delivery of licenses to the United States Army pursuant to a strategic agreement with an American company. Concurrently, TSG is experiencing growing demand from local municipalities and public-sector entities.”

 

Stand-Alone Financial Measures

 

This press release presents, further below, certain stand-alone financial measures to reflect Formula Systems’ stand-alone financial position in reference to its assets and liabilities as the parent company of its group of companies. These financial measures are prepared consistently 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 Systems’ share in the investees’ accumulated undistributed earnings and other comprehensive income or loss.

 

Formula Systems believes that these financial measures provide useful information to management and investors regarding Formula Systems’ stand-alone financial position. Formula Systems’ management uses these measures to compare the Company’s performance in the current period to that of prior periods for trend analysis. 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 Systems’ 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 Systems 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 Systems

 

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 Formula Systems’ (“we,” “us” or “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 persistent 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, 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,  
    2025(*)     2024(*)     2025(*)     2024(*)  
    Unaudited     Unaudited  
Revenues     696,638       563,631       1,918,748       1,660,220  
Cost of revenues     560,930       453,652       1,539,697       1,335,746  
Gross profit     135,708       109,979       379,051       324,474  
Research and development costs, net     4,936       4,528       14,736       11,847  
Selling, marketing and general and administrative expenses     76,218       63,432       209,531       184,559  
Other income, net     -       7,207       -       7,207  
Operating income     54,554       49,226       154,784       135,275  
                                 
Financial expenses, net     8,852       6,327       26,451       17,132  
                                 
Income before taxes on income     45,702       42,899       128,333       118,143  
Taxes on income     11,940       9,598       33,750       28,017  
Income after taxes     33,762       33,301       94,583       90,126  
Share of profit of companies accounted for at equity, net     928       324       1,967       293  
Net income from continued operations     34,690       33,625       96,550       90,419  
Net income from discontinued operations     13,269       18,059       45,237       52,318  
Net income     47,959       51,684       141,787       142,737  
Net income attributable to non-controlling interests from continued operations     23,096       17,865       64,384       53,532  
Net income attributable to non-controlling intersts from discontinued operations     7,535       10,201       25,706       29,589  
Net income attributable to non-controlling interest     30,631       28,066       90,090       83,121  
                                 
Net income attributable to Formula's shareholders from continued operations     11,594       15,760       32,166       36,887  
Net income attributable to Formula's shareholders  from discontinued operations     5,734       7,858       19,531       22,729  
Net income attributable to Formula's shareholders     17,328       23,618       51,697       59,616  
                                 
Earnings per share from continued operations (basic)     0.76       1.03       2.10       2.42  
Earnings per share from discontinued operations (basic)     0.37       0.52       1.28       1.49  
Earnings per share (basic)     1.13       1.55       3.38       3.91  
                                 
Earnings per share from continued operations (diluted)     0.73       1.00       2.02       2.36  
Earnings per share from discontinued operations (diluted)     0.35       0.51       1.22       1.45  
Earnings per share (diluted)     1.08       1.51       3.24       3.81  
                                 
Number of shares used in computing earnings per share (basic)     15,309,139       15,305,453       15,308,389       15,304,360  
Number of shares used in computing earnings per share (diluted)     15,804,200       15,650,374       15,765,582       15,616,220  

  

(*) Following the signing of a definitive agreement by Sapiens’ to be acquired by Advent and its approval by Sapiens’ shareholders, the consolidated results of Sapiens are reported separately as discontinued operations in our third quarter financial statements.

 

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FORMULA SYSTEMS (1985) LTD.

CONSOLIDATED STATEMENTS OF FINANCIAL POSITION

U.S. dollars in thousands

 

    September 30,     December 31,  
    2025(*)     2024  
    (Unaudited)        
ASSETS            
CURRENT ASSETS:            
Cash and cash equivalents     431,312       507,799  
Short-term deposits     770       55,401  
Trade receivables, net     784,099       803,235  
Prepaid expenses and other accounts receivable     80,562       89,882  
Inventories     26,271       30,728  
Assets in disposal groups classified as held for sale     737,845       -  
Total current assets     2,060,859       1,487,045  
                 
NON-CURRENT ASSETS:                
Long-term investments and receivables     52,505       54,629  
Deferred taxes     26,549       33,850  
Investments in companies accounted for at equity     37,085       39,196  
Property, plant and equipment, net     45,891       51,795  
Right-of-use assets     147,796       156,225  
Intangible assets, net and goodwill     956,582       1,192,156  
Total non-current assets     1,266,408       1,527,851  
                 
Total assets     3,327,267       3,014,896  
                 
LIABILITIES AND EQUITY                
CURRENT LIABILITIES:                
Loans from banks and others     173,938       141,782  
Debentures     75,305       86,782  
Current maturities of lease liabilities     41,516       45,240  
Trade payables     285,476       296,211  
Deferred revenues     146,576       173,959  
Employees and payroll accrual     203,815       234,845  
Other accounts payable     60,547       98,046  
Dividend payable     7,838       -  
Liabilities in respect of business combinations     7,504       9,191  
Put options of non-controlling interests     61,403       52,420  
Liabilities directly associated with assets in disposal groups classified as held for sale     226,368       -  
Total current liabilities     1,290,286       1,138,476  
                 
LONG-TERM LIABILITIES:                
Loans from banks and others     72,038       62,733  
Debentures     163,446       188,090  
Lease liabilities     112,454       119,586  
Other long-term liabilities     81       11,708  
Deferred taxes     39,722       42,894  
Deferred revenues     17,089       12,522  
Liabilities in respect of business combinations     9,503       8,751  
Put options of non-controlling interests     39,566       30,553  
Employee benefit liabilities     5,714       10,238  
Total long-term liabilities     459,613       487,075  
                 
EQUITY                
Total equity attributable to Formula Systems (1985) Ltd. shareholders     777,693       679,338  
Non-controlling interests     799,675       710,007  
Total equity     1,577,368       1,389,345  
                 
Total liabilities and equity     3,327,267       3,014,896  

 

(*) Following the signing of a definitive agreement by Sapiens’ to be acquired by Advent and its approval by Sapiens’ shareholders,  the consolidated results of Sapiens are reported separately as discontinued operations in our third quarter financial statements.

 

7


 

FORMULA SYSTEMS (1985) LTD.

STAND-ALONE STATEMENTS OF FINANCIAL POSITION

U.S. dollars in thousands

 

    September 30,     December 31,  
    2025     2024  
    (Unaudited)  
ASSETS            
CURRENT ASSETS:            
Cash and cash equivalents     68,390       25,599  
Dividend receivable     16,044       12,013  
Sapiens International Corporation N.V. classified as held for sale     277,960       -  
Other accounts receivable and prepaid expenses     3,448       4,798  
Total current assets     365,842       42,410  
                 
NON-CURRENT ASSETS:                
Investment in subsidiaries and a jointly controlled entity (*)                
Matrix IT Ltd.     183,429       162,133  
Sapiens International Corporation N.V.     -       264,349  
Magic Software Enterprises Ltd.     133,247       133,786  
TSG     23,000       20,453  
Michpal Group     112,605       69,127  
ZAP     55,834       55,392  
Other     48,528       47,722  
Total investment in subsidiaries and a jointly controlled entity     556,643       752,962  
                 
Other investments and Long term receivables     21,683       24,860  
Property, plants and equipment, net     14       10  
Total non-current assets     578,340       777,832  
                 
Total assets     944,182       820,242  
                 
LIABILITIES AND EQUITY                
CURRENT LIABILITIES:                
Loans from banks and others     2,527       2,294  
Debentures     51,795       45,807  
Trade payables     1,216       1,146  
Other accounts payable     5,860       2,109  
Put options of non-controlling interests     1,181       1,005  
Dividends payable     7,838       -  
Total current liabilities     70,417       52,361  
                 
LONG-TERM LIABILITIES:                
Loans from banks and others     1,470       3,047  
Debentures     94,602       85,496  
Total long-term liabilities     96,072       88,543  
                 
EQUITY     777,693       679,338  
                 
TOTAL LIABILITIES AND EQUITY     944,182       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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