Form 6-K - Report of foreign issuer [Rules 13a-16 and 15d-16]

 

 

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 August 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 August 20, 2024, Formula Systems (1985) Ltd. (“we” or “us”) announced our financial results for the second quarter and first half ended June 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 Second Quarter and First Half 2024 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: August 20, 2024

 

2

 

 

EXHIBIT INDEX

 

EXHIBIT  NUMBER		DESCRIPTION
99.1		Formula Systems Reports Second Quarter and First Half 2024 Financial Results

 

 

3

 

 

Exhibit 99.1

 

 

Formula Systems Reports Second Quarter and First Half 2024 Financial Results

 

Operating Income for the Second Quarter Increased by 8.4% Year Over Year to a Second Quarter Record Breaking $65 million. Net Income Attributable to Formula Systems Shareholders for the Second Quarter Increased by 10.7% Year Over Year to a Second Quarter Record-Braking $18.8 million.

 

OR YEHUDA, Israel, Aug. 20, 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 second quarter and first half period ended June 30, 2024.

 

Financial Highlights for the Second Quarter Ended June 30, 2024

 

●

Revenues for the second quarter ended June 30, 2024 increased by 1.9% to $667.7 million, compared to $655.4 million in the same period last year. On a constant-currency basis (calculated based on average currency exchange rates for the three months ended June 30, 2023), revenues for the second quarter of 2024 would have increased by 3.5% to $678.3 million, compared to the same period last year.

 

●

Operating income for the second quarter ended June 30, 2024 increased by 8.4% to a second quarter record breaking $65.0 million compared to $60.0 million in the same period last year.

 

●

Net income attributable to Formula’s shareholders for the second quarter ended June 30, 2024 increased by 10.7% to a second quarter record-breaking $18.8 million, or $1.20 per fully diluted share, compared to $17.0 million, or $1.11 per fully diluted share, in the same period last year.

 

Financial Highlights for the Six Month-Period Ended June 30, 2024

 

●

Revenues for the first half period ended June 30, 2024 increased by 3.0% to a first-half record-breaking $1.37 billion, compared to $1.33 billion in the same period last year. On a constant currency basis (calculated based on average currency exchange rates for the first half ended June 30, 2023), revenues for the first half period ended June 30, 2024 would have increased by approximately 5.0% to $1.39 billion, compared to the same period last year.

 

●

Operating income for the first half period ended June 30, 2024 increased by 5.7% to a first-half record-breaking $127.6 million, compared to $120.8 million in the same period last year.

 

●

Net income attributable to Formula’s shareholders for the first half period ended June 30, 2024 increased by 10.1% to a first-half record-breaking $36.0 million, or $2.31 per fully diluted share, compared to $32.7 million, or $2.11 per fully diluted share, in the same period last year.

 

 

 

 

●

As of June 30, 2024, Formula held 48.21%, 43.54%, 46.71%, 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 and short-term bank deposits totaled approximately $472.9 million as of June 30, 2024, compared to $528.2 million as of December 31, 2023.

 

●

Total equity as of June 30, 2024 and December 31, 2023 was $1.3 billion (representing 49.1% and 46.5% of the total consolidated statements of financial position, respectively).

 

Declaration of Dividend for the First Half of 2024

 

●

Based on the Company’s results, the Company’s board of directors approved the distribution of a cash dividend in an amount of NIS 2.32 per share (approximately $0.63 per share) and in an aggregate amount of approximately NIS 35.6 million (approximately $9.6 million).

 

●

The dividend is payable on September 26, 2024, 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 September 12, 2024. 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 June 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 $215 million.

 

●

Actual equity attributable to Formula’s shareholders as of June 30, 2024 was $644.0 million.

 

 

Covenant 2

 

●

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

 

●

Actual ratio of net financial indebtedness to net capitalization, as of June 30, 2024 was (0.02%).

 

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 June 30, 2024 was (0.001).

 

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Comments of Management

 

Commenting on the results, Guy Bernstein, CEO of Formula Systems, said: “I am proud of Formula’s strong performance in the second quarter and throughout the first half of 2024 as we reported another second quarter of record revenues, operating income and net income in the Company’s history. Our operating income of $65 million in the second quarter of 2024 was up 8.4% on a year over year basis and 3.9% on a on a sequential basis, growing our semi-annual operating income to $127.6 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 second 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 second quarter grew by 3.6% year over year reaching an all-time second quarter high of NIS 1.33 billion (approximately $357.8 million). Operating income grew by 13.9%, reaching NIS 111.3 million (approximately $29.9 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 its businesses thrive. Matrix continues to strengthen its position as a company executing complex and innovative projects of national significance – economic, social, and security-related – that are helping the State of Israel during this challenging period. There is a strong demand in Israel and in North America 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 even during times of war.”

 

“Sapiens revenues for the second quarter reached $137 million, reflecting a 6.6% increase compared to the same period last year. Sapiens Non-GAAP operating profit totaled $25 million, representing 18.2% of its total revenues. Sapiens results demonstrate its strong execution capabilities, particularly with robust growth in North America and Europe. As a global player with multiple product lines and cloud capabilities and a cost-efficient operating model which combines off-and on-shore delivery capabilities, we believe that Sapiens is positioned in a sweet spot to reap the gains of this opportunity.”

 

“Magic Software's operational results for the second quarter and first half of 2024 has been increasingly improving, underscoring the positive momentum that continues to drive its business forward. While Magic Software operates in a dynamic macroeconomic landscape, which has presented challenges for some of its North American blue-chip clients, particularly in the face of softer demand and budget constraints, we remain optimistic about the future. Magic Software’s business is constantly improving, and its pipeline is robust as the vast majority of its customers continue to recognize the unique value it brings, increasingly choosing Magic Software as their preferred partner for their innovative digital and cloud transformation initiatives. We are confident that this momentum driven by Magic Software’s ongoing efforts to cultivate cutting-edge capabilities will continue to build throughout the year and propel it toward sustained, long-term profitability and enduring value to its shareholders.”

 

“Michpal concluded the second quarter with quarterly consolidated revenues of NIS 37.3 million (approximately $10.0 million), growing 10.6% 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.”

 

“TSG’s, a leading provider of defense and homeland security solutions, reports a strong start as a public company on the Tel-Aviv Stock Exchange, with notable growth in its core markets. EBITDA for the second quarter of 2024 increased by 13.3% year over year to NIS 13.0 million compared to NIS 11.5 million in the same period last year. This solid performance reflects TSG's successful efforts to capitalize on both its traditional defense sector activities, driven by increasing geopolitical instability in the Middle East and Europe, and its growing presence in the Israeli municipal sector. The ongoing demand for advanced defense and homeland security solutions, coupled with long-term engagements in municipal projects, continues to drive TSG’s growth. TSG remains committed to leveraging its expertise in developing innovative solutions to meet the evolving needs of its customers.”

 

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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.

[phone]

[e-mail]

 

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								Six months ended
		June 30,								June 30,
		2024				2023				2024				2023
		Unaudited								Unaudited
Revenues			667,680				655,374				1,366,081				1,325,773
Cost of revenues			501,234				494,436				1,035,420				1,002,904
Gross profit			166,446				160,938				330,661				322,869
Research and development costs, net			20,432				19,210				40,649				38,518
Selling, marketing and general and administrative expenses			80,975				81,744				162,388				163,573
Operating income			65,039				59,984				127,624				120,778
Financial expenses, net			3,829				5,612				9,431				12,696
Income before taxes on income			61,210				54,372				118,193				108,082
Taxes on income			13,650				11,380				27,108				22,870
Income after taxes			47,560				42,992				91,085				85,212
Share of profit (loss) of companies accounted for at equity, net			(135	)			174				(32	)			209
Net income			47,425				43,166				91,053				85,421
Net income attributable to non-controlling interests			28,586				26,145				55,055				52,716
Net income attributable to Formula Systems shareholders			18,839				17,021				35,998				32,705
Earnings per share (basic)			1.23				1.12				2.36				2.14
Earnings per share (diluted)			1.20				1.11				2.31				2.11
Number of shares used in computing earnings per share (basic)			15,304,355				15,301,017				15,303,811				15,300,642
Number of shares used in computing earnings per share (diluted)			15,624,160				15,480,800				15,597,645				15,472,436

 

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FORMULA SYSTEMS (1985) LTD.

CONSOLIDATED STATEMENTS OF FINANCIAL POSITION

U.S. dollars in thousands

 

		June 30,				December 31,
		2024				2023
		(Unaudited)
ASSETS
CURRENT ASSETS:
Cash and cash equivalents			408,262				451,946
Short-term deposits			64,617				76,224
Trade receivables, net			710,299				721,008
Prepaid expenses and other accounts receivable			90,274				84,670
Inventories			30,189				42,008
Total current assets			1,303,641				1,375,856
NON-CURRENT ASSETS:
Long-term investments and receivables			52,729				52,002
Deferred taxes			46,547				46,856
Investments in companies accounted for at equity			18,836				20,796
Property, plants and equipment, net			49,731				52,931
Right-of-use assets			112,844				120,651
Intangible assets, net and goodwill			1,118,288				1,143,509
Total non-current assets			1,398,975				1,436,745
Total assets			2,702,616				2,812,601
LIABILITIES AND EQUITY
CURRENT LIABILITIES:
Credit from banks and others			150,467				145,973
Debentures			64,206				72,885
Current maturities of lease liabilities			41,127				44,064
Trade payables			199,123				258,649
Deferred revenues			147,193				137,643
Employees and payroll accrual			197,529				209,384
Other accounts payable			76,996				73,124
Liabilities in respect of business combinations			5,656				7,954
Put options of non-controlling interests			49,400				35,987
Total current liabilities			931,697				985,663
LONG-TERM LIABILITIES:
Loans from banks and others			63,557				90,887
Debentures			194,444				231,541
Lease liabilities			79,760				84,639
Other long-term liabilities			12,976				12,678
Deferred taxes			53,022				59,206
Deferred revenues			17,077				4,873
Liabilities in respect of business combinations			1,912				2,622
Put options of non-controlling interests			11,079				21,880
Employees benefit liabilities, net			10,189				10,427
Total long-term liabilities			444,016				518,753
EQUITY
Equity attributable to Formula Systems shareholders			644,022				625,762
Non-controlling interests			682,881				682,423
Total equity			1,326,903				1,308,185
Total liabilities and equity			2,702,616				2,812,601

 

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FORMULA SYSTEMS (1985) LTD.

STAND-ALONE STATEMENTS OF FINANCIAL POSITION

U.S. dollars in thousands

 

		June 30,				December 31,
		2024				2023
		(Unaudited)
ASSETS
CURRENT ASSETS:
Cash and cash equivalents			30,524				30,082
Dividend receivable			11,277				-
Other accounts receivable and prepaid expenses			13,175				10,326
Total current assets			54,976				40,408
NON-CURRENT ASSETS:
Investment in subsidiaries and a jointly controlled entity (*)
Matrix IT Ltd.			154,760				160,056
Sapiens International Corporation N.V.			255,813				251,658
Magic Software Enterprises Ltd.			129,932				128,549
Other			141,663				147,975
Total investment in subsidiaries and a jointly controlled entity			682,168				688,238
Long term receivables and other investments			24,049				22,737
Property, plants and equipment, net			10				11
Total non-current assets			706,227				710,986
Total assets			761,203				751,394
LIABILITIES AND EQUITY
CURRENT LIABILITIES:
Loans from banks and others			2,227				-
Debentures			21,742				32,126
Trade payables			198				137
Other accounts payable			1,254				2,697
Liability in respect of a business combination			257				267
Total current liabilities			25,678				35,227
LONG-TERM LIABILITIES:
Loans from banks and others			4,064				-
Debentures			87,439				90,405
Total long-term liabilities			91,503				90,405
EQUITY			644,022				625,762
TOTAL LIABILITIES AND EQUITY			761,203				751,394

 

(*)

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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