FORTY Formula Systems 1985 Ltd

 

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 2023

 

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 22, 2023, Formula Systems (1985) Ltd. (“we” or “us”) announced our financial results for the third quarter and nine-month period ended September 30, 2023.  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.

 

The GAAP financial statements appended to this Form 6-K in Exhibit 99.1 are hereby incorporated by reference in our Registration Statement on Form S-8 (SEC File No. 333-156686).

 

Exhibit No.		Title of Exhibit
99.1		Formula Systems Reports Third Quarter and Nine-Months 2023 Financial Results

 

 

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 22, 2023

 

 

EXHIBIT INDEX

 

EXHIBIT  NUMBER		DESCRIPTION
99.1		Formula Systems Reports Third Quarter and Nine-Months 2023 Financial Results

 

 

3

Exhibit 99.1

 

PRESS RELEASE

 

 

Formula Systems Reports Third Quarter and Nine Months 2023 Financial Results:

 

Revenues for the Third Quarter Increased by 4.3% (or 10.8% on a constant currency basis) Year Over Year to a third-quarter record-breaking $654.8 Million with Net Income for the Third Quarter reaching $15.6 million.

 

OR YEHUDA, Israel, Nov. 22, 2023 (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 nine-month period ended September 30, 2023.

 

Financial Highlights for the Third Quarter Ended September 30, 2023

 

●

Consolidated revenues for the third quarter ended September 30, 2023, increased by approximately 4.3% to a third-quarter record-breaking $654.8 million, compared to $627.7 million in the same period last year. On a constant currency basis (calculated based on average currency exchange rates for the three months ended September 30, 2022), consolidated revenues for the third quarter of 2023 would have increased by approximately 10.8% to $695.2 million.

 

●

Consolidated operating income for the third quarter ended September 30, 2023 amounted to a third-quarter record-breaking $58.2 million compared to $57.5 million in the same period last year. On a constant currency basis (calculated based on average currency exchange rates for the three months ended September 30, 2022), the consolidated operating income for the third quarter of 2023 would have increased by approximately 6.0% to $61.0 million, compared to the same period last year.

 

●

Consolidated net income attributable to Formula’s shareholders for the third quarter ended September 30, 2023 amounted to $15.6 million, or $1.0 per fully diluted share, compared to $16.9 million, or $1.09 per fully diluted share, in the same period last year.

 

Net income in the period was negatively impacted by (i) an increase in interest expenses resulting from the increase in variable interest rates, with financial expenses net increasing by approximately 38.8% year over year to $6.4 million, compared to $4.6 million in the same period last year, and (ii) an increase in costs related to share-based compensation, which amounted to $4.6 million for the third quarter of 2023, compared to $3.2 million in the same period last year.

 

Financial Highlights for the Nine Month-Period Ended September 30, 2023

 

●

Consolidated revenues for the first nine months ended September 30, 2023, increased by 3.4% to a nine-month record-breaking $1.98 billion, compared to $1.92 billion in the first nine months of the previous year. On a constant currency basis (calculated based on average currency exchange rates for the first nine months ended September 30, 2022), consolidated revenues for the first nine months of 2023 would have increased by approximately 10.3% to $2.11 billion.

 

 

●

Consolidated operating income for the first nine months ended September 30, 2023, amounted to $179.0 million, compared to $216.5 million in the first nine months of the previous year. Operating income for the first nine months of 2022 included a capital gain realized from the disposition of a Matrix IT subsidiary in the amount of $44.2 million. Excluding such impact, consolidated operating income for the first nine months ended September 30, 2023, increased by 3.9% compared to the first nine months of the previous year. On a constant currency basis (calculated based on average currency exchange rates for the first nine months ended September 30, 2022), the consolidated operating income for the first nine months of 2023 would have increased by approximately 9.5% to $188.7 million, compared to the same period last year (excluding the above-mentioned capital gain of $44.2 million recorded in 2022).

 

●

Consolidated net income attributable to Formula’s shareholders for the first nine months ended September 30, 2023, amounted to $48.3 million, or $3.1 per fully diluted share, compared to $66.1 million, or $4.24 per fully diluted share, in the first nine months of the previous year. Net income for the first nine months of 2022 was positively impacted by approximately $17.1 million of income (net of taxes) realized from the disposition of a subsidiary of Matrix IT. Excluding such impact, consolidated net income attributable to Formula’s shareholders for the first nine months ended September 30, 2023 decreased by 1.4% year over year compared to the first nine months of the previous year.

 

Net income in the nine-month period ended September 30, 2023 was negatively impacted by (i) an increase in interest expenses resulting from the increase in variable interest rates, with financial expenses net increasing by approximately 46.8% to $19.1 million, compared to $13.0 million in the same period last year, and (ii) an increase in costs related to share-based compensation, which amounted to $13.5 million for the first nine months ended September 30, 2023 compared to $9.7 million in the same period last year.

 

●

As of September 30, 2023, Formula held 48.2%, 43.6%, 46.3%, 100%, 50%, 90.1%, 80%, 100% and 100% of the outstanding ordinary shares of Matrix IT Ltd., Sapiens International Corporation N.V., Magic Software Enterprises Ltd., Michpal Micro Computers (1983) Ltd., TSG IT Advanced Systems Ltd., Insync Staffing Solutions, Inc., Ofek Aerial Photography Ltd., ZAP Group Ltd., and Shamrad Electronic (1997) Ltd., respectively.

 

●

Consolidated cash and cash equivalents, short-term bank deposits and short-term investments totaled approximately $469.1 million as of September 30, 2023, compared to $569.1 million as of December 31, 2022.

 

●

Total equity as of September 30, 2023, was $1.23 billion (representing 46.2% of the total consolidated statements of financial position), compared to $1.18 billion (representing 42.1% of the total consolidated statements of financial position) as of December 31, 2022.

 

Debentures Covenants

 

As of September 30, 2023, Formula was in compliance with all of its financial covenants under the debenture series issued by it, based on the following achievements:

 

Covenant 1

 

●

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

 

●

Actual equity attributable to Formula’s shareholders as of September 30, 2023, was $583.3 million.

 

Covenant 2

 

●

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

 

●

Actual ratio of net financial indebtedness to net capitalization, as of September 30, 2023, was 8.1%.

 

 

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, 2023, was 0.3.

 

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 2023 third quarter and nine months period all-time high revenues and operational profits. Our broad investment portfolio allows us to carefully mitigate the current risks in the IT market, which are mainly a product of the challenging macro-economic environment. With respect to current events taking place in Israel, since October 7, 2023 approximately 1,100 out of our 22,000 employees were drafted to active military service in Israel’s Iron Swards war against the terrorist organization Hamas. The absence of such employees may result in lower profitability in the fourth quarter in certain areas of our operations (despite partial compensation to be paid by the State of Israel). Our global operations which rely on our dedicated global employee base continues to be unaffected by the war, while our Israeli teams continue to work generally in a usual hybrid manner. We estimate that the impact of the current events on our operations across our investment portfolio will not be severe and we remain committed to executing our growth strategy.”

 

“Matrix concluded the third quarter of 2023 with double-digit growth and third quarter record-breaking results recorded across all its key operational financial indices: revenues, gross profit, operating income and EBITDA. Matrix revenues for the third quarter grew by 18% year over year reaching an all-time third quarter high of NIS 1.33 billion (approximately $356.1 million). Operating income grew by 16.4%, reaching NIS 93.3 million (approximately $24.9 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 their businesses thrive. There is a strong demand in Israel for software services in digital, cloud, cyber, data, and core operating systems—areas in which Matrix is a market leader, and which are at the center of the IT market demand. North America, which accounted for 9% of Matrix’s nine months revenues and approximately 18% of its operating income in such period, also showed significant growth, with an increase of approximately 23% in operating income, along with continued improvement in operating margin approximately 100 basis points year over year. We believe that Matrix has significant growth potential in the North American market, especially in the field of AI-based solutions for anti-money laundering and prevention of financial crimes, as well as across all of its other areas of expertise in the North American market”.

 

“Sapiens had a strong third quarter, with 9.8% revenue growth and 18.4% operating margin (on a Non-GAAP basis), driven by significant growth in North American and European markets. Since the beginning of the year, Sapiens has signed new deals for P&C, Life, and Reinsurance and is optimistic as to the quality of its new business pipeline. Sapiens reiterated its full-year 2023 non-GAAP revenues guidance of $511 - $516 million, and also increased its guidance for the full year 2023 non-GAAP operating margin to 18.2% - 18.3%, compared to previous guidance of 18.0% - 18.2%. In addition, Sapiens announced that it expects 2024 revenues to reach the current market consensus estimate of $550 million. These targets demonstrate Sapiens’ commitment to delivering outstanding results and driving sustained growth”.

 

“Magic Software’s operational results for the third quarter of 2023 reflected a slowdown as revenues for the third quarter decreased by 10.1% to $129.5 million, compared to $144.0 million in the same period of the previous year. On a constant currency basis (calculated based on average currency exchange rates for the three months ended September 30, 2022), Magic Software’s revenues for the third quarter of 2023 would have decreased by 6.0% to $135.3 million, due to certain headwind faced by some of its customers in certain sectors. We remain positive that the vast majority of Magic Software’s customers will continue to value its unique proposition. While we acknowledge that in the short-term, conditions are not ideal, we are nevertheless optimistic that in 2024, assuming the major part of the current war is behind us and Magic Software’s customers return to full operations, they will resume to engage us to an increasing degree as a preferred partner for innovative digital transformation initiatives. Magic Software has a well-established track record of growth, profitability and high cash generation and the Magic team worldwide is committed to executing its strategy to return and deliver future sustainable growth and continued improvement to their shareholders’ value.”.

 

 

“Michpal continues to monetize on its business model with its revenues for the first nine months of 2023 growing by 14.7% year over year on a constant currency basis compared to the same period last year, to NIS 106 million (approximately $29 million). Michpal ended 2022 with significant enhancements to its product offering and is well-positioned to continue its positive momentum from the first quarter throughout the remainder of the year.”

 

“TSG concluded the first nine months of 2023 with double-digit growth and record-breaking results recorded across its revenues and operating income. TSG revenues for the first nine months of 2023 grew by approximately 18% year over year reaching an all-time first-nine months high of NIS 223.6 million (approximately $61 million). TSG continues to materialize both on its traditional activities in the defense sector and on its activities in the Israeli municipal sector developing advanced solutions for its customers based on long-term engagement cycles.”

 

“Lastly, Zap Group continues to develop and invest in diverse advanced fields and innovative technologies, preserving its position as the leading digital marketing and advertising group in Israel. With a deep understanding of the Israeli market and consumer needs, Zap Group successfully manages diverse and significant content and consumer sites and provides strategic services and advertising solutions to its customers. During recent weeks following advanced development Zap Group soft launched its state-of-the-art Marketplace platform based on SAP and Mirakl’s platforms. The Zap Group Marketplace platform offers a reliable and comfortable online buying experience by utilizing a simple ‘compare and purchase’ interface, allowing customers to select and purchase from a variety of products arranged in dozens of popular categories, all using a single shopping cart, with a simple and user-friendly operating system. During the first weeks of the trial period hundreds of sellers, which include tens of thousands of products, have joined the Zap Group’s new unique and advanced platform. Unfortunately, the challenging macroeconomic climate of high interest rates, persistent inflation and reduced spending, influencing both SMBs and consumers, alongside recent events in Israel, have had and are expected to continue to have, an adverse impact on Zap’s top line results. As a result, we initiated a reorganization plan intended to streamline and simplify the organization, improve efficiency, and reduce costs. The restructuring program is expected to be substantially complete by the end of 2023.”

 

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 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

 

 

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, including inflation, rising 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 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; risks related to the insurance industry in which our clients operate; risks associated with our global sales and operations, such as changes in regulatory requirements, adverse consequences of international conflicts such as Russia’s invasion of the Ukraine, or fluctuations in currency exchange rates; and risks related to our 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, 2022, filed with the U.S. Securities and Exchange Commission on May 15, 2023, 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.

 

 

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,
		2023				2022				2023				2022
		Unaudited								Unaudited
Revenues			654,839				627,682	(*)			1,980,612				1,915,290	(*)
Cost of revenues			495,222				473,444	(*)			1,498,126				1,455,706	(*)
Gross profit			159,617				154,238	(*)			482,486				459,584	(*)
Research and development costs, net			19,702				18,064				58,220				53,262
Selling, marketing and general and administrative expenses			81,669				78,645	(*)			245,242				234,067	(*)
Capital gain from realization of a Matrix IT’s subsidiary			-				-				-				44,208
Operating income			58,246				57,529				179,024				216,463
Financial expenses, net			(6,423	)			(4,629	)			(19,119	)			(13,028	)
Income before taxes on income			51,823				52,900				159,905				203,435
Taxes on income			12,486				11,405				35,356				44,328
Income after taxes			39,337				41,495				124,549				159,107
Share of profit of companies accounted for at equity, net			392				(38	)			601				575
Net income			39,729				41,457				125,150				159,682
Net income attributable to non-controlling interests			24,133				24,580				76,849				93,628
Net income attributable to Formula Systems shareholders			15,596				16,877				48,301				66,054
Earnings per share (basic)			1.02				1.11				3.15				4.32
Earnings per share (diluted)			1.00				1.09				3.10				4.24
Number of shares used in computing earnings per share (basic)			15,301,767				15,296,267				15,301,017				15,294,725
Number of shares used in computing earnings per share (diluted)			15,543,518				15,531,828				15,496,380				15,507,992

 

(*)	Immaterial adjustments to comparative data.

 

 

FORMULA SYSTEMS (1985) LTD.

CONSOLIDATED STATEMENTS OF FINANCIAL POSITION

U.S. dollars in thousands

 

		September 30,				December 31,
		2023				2022
		(Unaudited)
ASSETS
CURRENT ASSETS:
Cash and cash equivalents		$	392,295			$	544,342
Short-term deposits			76,815				23,976
Short-term investments			-				738
Trade receivables, net			692,798				702,727
Prepaid expenses and other accounts receivable			72,906				64,535
Inventories			37,156				35,181
Total current assets			1,271,970				1,371,499
NON-CURRENT ASSETS:
Long-term investments and receivables			51,275				38,985
Deferred taxes			44,036				42,027
Investments in companies accounted for at equity			18,894				20,746
Property, plants and equipment, net			50,715				54,971
Right-of-use assets			109,617				116,840
Intangible assets, net and goodwill			1,110,458				1,148,887
Total non-current assets			1,384,995				1,422,456
Total assets			2,656,965				2,793,955
LIABILITIES AND EQUITY
CURRENT LIABILITIES:
Credit from banks and others			161,637				157,882
Debentures			73,231				68,293
Current maturities of lease liabilities			41,298				45,497
Trade payables			211,502				222,482
Deferred revenues			124,345				131,639
Employees and payroll accrual			185,060				201,225
Other accounts payable			52,834				86,340
Liabilities in respect of business combinations			12,377				27,129
Put options of non-controlling interests			42,182				60,500
Total current liabilities			904,466				1,000,987
LONG-TERM LIABILITIES:
Loans from banks and others			103,167				115,874
Debentures			239,541				305,632
Lease liabilities			75,583				78,966
Other long-term liabilities			13,718				14,101
Deferred taxes			57,744				59,465
Deferred revenues			4,429				8,859
Liabilities in respect of business combinations			5,496				12,345
Put options of non-controlling interests			16,702				11,688
Employees benefit liabilities, net			9,572				9,116
Total long-term liabilities			525,952				616,046
EQUITY
Equity attributable to Formula Systems shareholders			583,299				551,875
Non-controlling interests			643,248				625,047
Total equity			1,226,547				1,176,922
Total liabilities and equity			2,656,965				2,793,955

 

 

FORMULA SYSTEMS (1985) LTD.

STAND-ALONE STATEMENTS OF FINANCIAL POSITION

U.S. dollars in thousands        

 

		September 30,				December 31,
		2023				2022
		(Unaudited)
ASSETS
CURRENT ASSETS:
Cash and cash equivalents			55,075				39,363
Other accounts receivable and prepaid expenses			7,711				7,326
Total current assets			62,786				46,689
NON-CURRENT ASSETS:
Investment in subsidiaries and a jointly controlled entity (*)
Matrix IT Ltd.			148,235				149,701
Sapiens International Corporation N.V.			232,331				228,860
Magic Software Enterprises Ltd.			119,037				125,058
Other			140,854				154,408
Total investment in subsidiaries and a jointly controlled entity			640,457				658,027
Long term receivables and other investments			21,455				12,870
Property, plants and equipment, net			10				8
Total non-current assets			661,922				670,905
Total assets			724,708				717,594
LIABILITIES AND EQUITY
CURRENT LIABILITIES:
Debentures			31,192				32,999
Trade payables			47				125
Other accounts payable			1,981				5,596
Put options of non-controlling interests			825				848
Liability in respect of a business combination			308				426
Total current liabilities			34,353				39,994
LONG-TERM LIABILITIES:
Debentures			106,806				125,484
Put options of non-controlling interests			-				-
Liability in respect of a business combination			250				241
Total long-term liabilities			107,056				125,725
EQUITY			583,299				551,875
TOTAL LIABILITIES AND EQUITY			724,708				717,594

 

(*)

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

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