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  

 

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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

 

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”

 

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“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.

 

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