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


Exhibit 99.1

 

 

PRESS RELEASE

 

Formula Systems Reports First Quarter 2025 Financial Results

 

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

 

OR YEHUDA, Israel, May 22, 2025 (GLOBE NEWSWIRE) -- Formula Systems (1985) Ltd. (Nasdaq and TASE: FORTY) (“Formula” or the “Company”), a global information technology group engaged, through its subsidiaries and affiliates, in providing software consulting services and computer-based business solutions and developing proprietary software products, today announced its first quarter ended March 31, 2025 results of operations.

 

Financial Highlights for the First Quarter Ended March 31, 2025

 

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

 

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

 

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

 

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

 

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

 

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

 

 

 

 

Declaration of Dividend for the First Quarter of 2025

 

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

 

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

 

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

 

Debentures Covenants

 

As of March 31, 2025, Formula was in compliance with all of its financial covenants under the debenture series issued by it, based on the following achievements:

 

Covenant 1

 

  Target equity attributable to Formula’s shareholders (excluding non-controlling interests): above $325 million.

 

  Actual equity attributable to Formula’s shareholders as of March 31, 2025 was $681.0 million.

 

Covenant 2

 

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

 

  Actual ratio of net financial indebtedness to net capitalization, as of March 31, 2025 was (4.72%).

 

Covenant 3

 

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

 

  Actual ratio of net financial indebtedness to EBITDA as of March 31, 2025 was (0.16).

 

Comments of Management

 

Commenting on the results, Guy Bernstein, CEO of Formula Systems, said: “Formula Systems group continues to demonstrate strong and consistent performance, making big strides across multiple fronts, as reflected by our first quarter record-breaking results recorded across all key operational financial indices: revenues, gross profit, operating income, net income and EBITDA. These results underscore our commitment to driving sustained growth and operational excellence across all segments of our business. We are pleased with the continued recognition as leaders in our areas of expertise, implementing fast-growing technologies, such as cloud, cyber, digital, data, DevOps, Insure-Tech and AI, which enable us to create significant value for our customers in managing, streamlining, accelerating and making their businesses thrive. We continue to uphold our core values of innovation, professionalism, agility, and transparency across our entire group. These principles enable us to consistently create significant value for our customers, ultimately contributing to their growth”.

 

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Stand-Alone Financial Measures

 

This press release presents, further below, certain stand-alone financial measures to reflect Formula’s stand-alone financial position in reference to its assets and liabilities as the parent company of the group. These financial measures are prepared consistent with the accounting principles applied in the consolidated financial statements of the group. Such measures include investments in subsidiaries and a jointly controlled entity measured at cost adjusted by Formula’s share in the investees’ accumulated undistributed earnings and other comprehensive income or loss.

 

Formula believes that these financial measures provide useful information to management and investors regarding Formula’s stand-alone financial position. Formula’s management uses these measures to compare the Company’s performance in the current period to that of prior periods for trend analyses. These measures are also used in financial reports prepared for management and in quarterly financial reports presented to the Company’s board of directors. The Company believes that the use of these stand-alone financial measures provides an additional tool for investors to use in evaluating Formula’s financial position.

 

Management of the Company does not consider these stand-alone measures in isolation or as an alternative to financial measures determined in accordance with GAAP. Formula urges investors to review the consolidated financial statements which it includes in press releases announcing quarterly financial results, including this press release, and not to rely on any single financial measure to evaluate the Company’s business or financial position.

 

About Formula

 

Formula Systems, whose ordinary shares are traded on the Tel-Aviv Stock Exchange and ADSs are traded on the Nasdaq Global Select Market, is a global information technology holding company engaged, through its subsidiaries and affiliates, in providing software consulting services and computer-based business solutions and developing proprietary software products.

 

For more information, visit www.formulasystems.com.

 

Press Contact:

 

Formula Systems (1985) Ltd.

+972-3-5389487

ir@formula.co.il

 

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Forward Looking Statements

 

Certain matters discussed in this press release that are incorporated herein and therein by reference are forward-looking statements within the meaning of Section 27A of the Securities Act, Section 21E of the Exchange Act and the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995, that are based on our beliefs, assumptions and expectations, as well as information currently available to us. Such forward-looking statements may be identified by the use of the words “anticipate,” “believe,” “estimate,” “expect,” “may,” “will,” “plan” and similar expressions. Such statements reflect our current views with respect to future events and are subject to certain risks and uncertainties. There are important factors that could cause our actual results, levels of activity, performance or achievements to differ materially from the results, levels of activity, performance or achievements expressed or implied by the forward-looking statements, including, but not limited to: adverse macro-economic trends and their duration, including inflation, relatively high interest rates, and supply chain delays, which trends may last for a significant period and materially adversely affect our results of operations; the degree of our success in our plans to leverage our global footprint to grow our sales; the degree of our success in integrating the companies that we have acquired through the implementation of our M&A growth strategy; the degree of our success in developing and deploying new technologies for software solutions that address the updated needs of our customers and serve as the basis for our revenues; the lengthy development cycles for our solutions, which may frustrate our ability to realize revenues and/or profits from our potential new solutions; our lengthy and complex sales cycles, which do not always result in the realization of revenues; the degree of our success in retaining our existing customers or competing effectively for greater market share; difficulties in successfully planning and managing changes in the size of our operations; the frequency of the long-term, large, complex projects that we perform that involve complex estimates of project costs and profit margins, which sometimes change mid-stream; the challenges and potential liability that heightened privacy laws and regulations pose to our business; occasional disputes with clients, which may adversely impact our results of operations and our reputation; various intellectual property issues related to our business; potential unanticipated product vulnerabilities or cybersecurity breaches of our or our customers’ systems particularly in the current hybrid office/work-from-home environment; risks related to industries, such as the insurance, healthcare, defense and the telecom, in which certain of our clients operate; risks posed by our global sales and operations, such as changes in regulatory requirements, supply chain disruptions, geopolitical, wide-spread viruses and epidemics or fluctuations in currency exchange rates; and risks related to our and our subsidiaries’ principal location in Israel.

 

While we believe such forward-looking statements are based on reasonable assumptions, should one or more of the underlying assumptions prove incorrect, or these risks or uncertainties materialize, our actual results may differ materially from those expressed or implied by the forward-looking statements. Please read the risks discussed under the heading “Item 3.D Risk Factors” in our most recent Annual Report on Form 20-F for the year ended December 31, 2024, filed with the U.S. Securities and Exchange Commission on May 14, 2025, in order to review conditions that we believe could cause actual results to differ materially from those contemplated by the forward-looking statements. You should not rely upon forward-looking statements as predictions of future events. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee that future results, levels of activity, performance and events and circumstances reflected in the forward-looking statements will be achieved or will occur. Except as required by law, we undertake no obligation to update publicly any forward-looking statements for any reason, or to conform those statements to actual results or to changes in our expectations.

 

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FORMULA SYSTEMS (1985) LTD.

CONSOLIDATED CONDENSED STATEMENTS OF PROFIT OR LOSS

U.S. dollars in thousands (except per share data)            

 

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

 

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FORMULA SYSTEMS (1985) LTD. 

CONSOLIDATED STATEMENTS OF FINANCIAL POSITION 

U.S. dollars in thousands 

 

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

 

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FORMULA SYSTEMS (1985) LTD.

STAND-ALONE STATEMENTS OF FINANCIAL POSITION

U.S. dollars in thousands

 

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

 

(*)The investments' carrying amounts are measured consistent with the accounting principles applied in the consolidated financial statements of the group and representing the investments’ cost adjusted by Formula's share in the investees' accumulated undistributed earnings and other comprehensive income or loss.

 

 

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