Try our mobile app

Published: 2023-05-23 07:17:49 ET
<<<  go to FORTY company page
EX-99.1 CHARTER 2 ea179093ex99-1_formulasys.htm FORMULA SYSTEMS REPORTS FIRST QUARTER 2023 FINANCIAL RESULTS

Exhibit 99.1

 

PRESS RELEASE

 

 

Formula Systems Reports First Quarter 2023 Financial Results:

 

Revenues for the First Quarter Increased by 3% Year Over Year to a Record-Breaking $670.4 Million. Operating Income for the First Quarter Increased by 2.3% Year Over Year to a Record-Breaking $60.8 million.

 

Or Yehuda, Israel, May 23, 2023 – 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 first quarter ended March 31, 2023.

 

Financial Highlights for the First Quarter Ended March 31, 2023

 

Consolidated revenues for the first quarter ended March 31, 2023 increased by approximately 3.0% to $670.4 million, compared to $650.7 million in the same period last year. On a constant currency basis (calculated based on average currency exchange rates for the three months ended March 31, 2022), consolidated revenues for the first quarter of 2023 would have increased by approximately 11.3% to a record breaking $724.1 million.

 

Consolidated operating income for the first quarter ended March 31, 2023 increased by approximately 2.3% to $60.8 million, compared to $59.4 million in the same period last year. On a constant currency basis (calculated based on average currency exchange rates for the three months ended March 31, 2022), consolidated operating income for the first quarter of 2023 would have increased by approximately 9.0% to a record-breaking result of $64.7 million.

 

Consolidated net income attributable to Formula’s shareholders for the first quarter ended March 31, 2023 decreased by approximately 3.4% to $15.7 million, or $1.01 per fully diluted share, compared to $16.2 million, or $1.04 per fully diluted share, in the same period last year. The decrease in Net income was mainly attributable to the increase in interest expenses resulting from the increase in variable interest rates. Financial expenses net, increased by approximately 51.3% to $7.1 million, compared to $4.7 million in the same period last year.

 

As of March 31, 2023, Formula held 48.2%, 44.1%, 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 $516.9 million as of March 31, 2023, compared to $569.1 million as of December 31, 2022.

 

Total equity as of March 31, 2023, was $1.19 billion (representing 42.9% 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.

 

 

 

 

Declaration of Dividend for the Second Half of 2022

 

 

Based on the Company’s results, the Company’s board of directors approved the distribution of a cash dividend in an amount of NIS 2.30 per share (approximately $0.63 per share) and in an aggregate amount of approximately NIS 35.3 million (approximately $9.7 million).

     
  The dividend is payable on June 22, 2023, 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 June 5, 2023. 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, 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 March 31, 2023 was $564.4 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 March 31, 2023 was 8.0%.

 

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, 2023, was 0.29.

 

Comments of Management

 

Commenting on the results, Guy Bernstein, CEO of Formula Systems, said: “I am very proud of our first quarter achievements. During the quarter, we continued to make big strides across multiple fronts, which is reflected by our record-breaking results (revenues and operating income). 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. We continue our efforts across our entire group to create significant value for our customers in managing, streamlining, accelerating, and contributing to their growth”.

 

2

 

 

“Matrix concluded the first quarter with double digit growth and record-breaking results recorded across all its key financial indices: revenues, gross profit, operating income, EBITDA and net income attributable to shareholders. Matrix revenues grew organically by 11.8% year over year reaching an all-time quarterly high of NIS 1.29 billion (approximately $365.1 million). Operating income grew organically by 12.2%, crossing for the first time ever the NIS 100 million mark (approximately $24.6 million), amounting to NIS 101.5 million (approximately $24.6 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 accounts for 8% of Matrix’s first quarter revenues and 14% of its operating income, also showed significant growth, with an increase of approximately 31.2% in operating income, along with a substantial improvement in operating margin. We believe that Matrix has significant growth potential in the North American market especially in the field 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’ revenues for the first quarter reached $124.7 million, and on a constant currency basis, grew by approximately 10%. Non-GAAP operating income for the first quarter reached $22.5 million, representing an operating margin of 18.0%. Sapiens’ customer-centric model, implemented globally, has consistently driven growth and profitability while generating cash flow. Sapiens ended 2022 with significant enhancements in its products, delivery, and talent that helped it build a momentum that has carried over into 2023. Since the beginning of the year Sapiens has already signed new deals for P&C, Life, and Reinsurance and is optimistic as to the quality of its new business pipeline. Sapiens has increased its full-year 2023 non-GAAP revenues guidance to $507 million to $512 million compared to its previous guidance of $502 million to $507 million, and also increased its guidance for the full year 2023 non-GAAP operating margin to 17.8%-18.2%, compared to previous guidance of 17.6% to 18.0%. These revised targets demonstrate Sapiens’ commitment to delivering outstanding results and driving sustained growth”.

 

“Magic Software delivered a solid first quarter, with revenues increasing year-over-year by 3% to $142.4 million, and growing on a constant currency basis by approximately 8%. Magic Software continues to lead complex and strategic projects that are critical for its clients, across multiple sectors, while remaining cautious on the macro-economic environment. As we move forward, Magic Software remains committed to executing its strategy to build a broad portfolio of software products and services that create value for its customers in managing, streamlining, accelerating and maximizing their businesses”.

 

“Michpal continues to monetize on its business model with its revenues for the first quarter growing organically by 11.5% year over year on a constant currency basis compared to the same period last year, to NIS 33.5 million (approximately $9.5 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 continues materializing its strategy of expanding its presence in the Israeli municipal institutions sector after acquiring 60% of the outstanding share capital of E.P.R. Systems Ltd in 2022. E.P.R offers comprehensive software solutions for municipal institutions primarily to manage all their billing and collection operations for all types of revenues, including taxes, fees and levies and several innovative extension modules. Additionally, E.P.R offers a full scope of expert implementation, application management and hosting services, enabling municipal institutions to execute their digital and business strategies. During the first quarter of 2023 TSG concluded the acquisition of 100% of the equity of BAR Technologies Ltd., a leading provider of property management software solutions and services in the Israeli municipal institutions sector. Headquartered in Israel, BAR Technologies has over 25 years of experience and serves more than 170 clients, including dozens of local authorities and local committees for planning and construction. The company offers comprehensive software solutions for municipal institutions primarily to manage, monitor and control all their land, real estate and construction projects”.

 

3

 

 

“Lastly, Zap Group, a leading group of consumer sites in Israel and a well-reputable brand in the Israeli market, offering a wide range of solutions in the field of advertising, continues to invest both organically and inorganically in its service lines and is currently in the final stages before going live with its new marketplace platform. We believe this new platform will enable small and medium businesses in Israel to sell their products through an advanced platform that combines objective price comparison between sellers with a reliable and comfortable online buying experience”.

 

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

 

4

 

 

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.

 

5

 

 

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,  
   2023   2022  
   Unaudited  
Revenues   670,399    650,716  (*)
Cost of revenues   508,468    494,874  (*)
Gross profit   161,931    155,842  (*)
Research and development costs, net   19,308    17,350   
Selling, marketing and general and administrative expenses   81,829    79,093  (*)
Operating income   60,794    59,399   
Financial expenses, net   7,084    4,683   
             
Income before taxes on income   53,710    54,716   
Taxes on income   11,490    11,502   
Income after taxes   42,220    43,214   
Share of profit of companies accounted for at equity, net   35    233   
             
Net income   42,255    43,447   
Net income attributable to non-controlling interests   26,571    27,213   
Net income attributable to Formula Systems shareholders   15,684    16,234   
             
Earnings per share (basic)   1.02    1.06   
Earnings per share (diluted)   1.01    1.04   
             
Number of shares used in computing earnings per share (basic)   15,300,267    15,292,392   
Number of shares used in computing earnings per share (diluted)   15,464,464    15,502,775   

 

(*)Immaterial adjustments to comparative data.

 

6

 

 

FORMULA SYSTEMS (1985) LTD.

CONSOLIDATED STATEMENTS OF FINANCIAL POSITION

U.S. dollars in thousands

 

   March 31,   December 31, 
   2023   2022 
   (Unaudited)     
ASSETS        
CURRENT ASSETS:        
Cash and cash equivalents   447,893    544,342 
Short-term deposits   68,972    23,976 
Short-term investments   -    738 
Trade receivables, net   717,782    702,727 
Prepaid expenses and other accounts receivable   80,910    64,535 
Inventories   38,627    35,181 
Total current assets   1,354,184    1,371,499 
           
NON-CURRENT ASSETS:          
Long-term investments and receivables   40,896    38,985 
Deferred taxes   42,928    42,027 
Investments in companies accounted for at equity   20,194    20,746 
Property, plants and equipment, net   54,323    54,971 
Right-of-use assets   120,025    116,840 
Intangible assets, net and goodwill   1,138,517    1,148,887 
Total non-current assets   1,416,883    1,422,456 
           
Total assets   2,771,067    2,793,955 
           
LIABILITIES AND EQUITY          
CURRENT LIABILITIES:          
Credit from banks and others   163,324    157,882 
Debentures   76,692    68,293 
Current maturities of lease liabilities   48,217    45,497 
Trade payables   194,199    222,482 
Deferred revenues   156,502    131,639 
Employees and payroll accrual   194,028    201,225 
Other accounts payable   89,373    86,340 
Liabilities in respect of business combinations   19,561    27,129 
Put options of non-controlling interests   60,300    60,500 
Total current liabilities   1,002,196    1,000,987 
           
LONG-TERM LIABILITIES:          
Loans from banks and others   111,133    115,874 
Debentures   269,215    305,632 
Lease liabilities   79,416    78,966 
Other long-term liabilities   13,839    14,101 
Deferred taxes   62,078    59,465 
Deferred revenues   7,417    8,859 
Liabilities in respect of business combinations   7,836    12,345 
Put options of non-controlling interests   18,485    11,688 
Employees benefit liabilities, net   9,280    9,116 
Total long-term liabilities   578,699    616,046 
           
EQUITY          
Equity attributable to Formula Systems shareholders   564,413    551,875 
Non-controlling interests   625,759    625,047 
Total equity   1,190,172    1,176,922 
           
Total liabilities and equity   2,771,067    2,793,955 

 

7

 

 

FORMULA SYSTEMS (1985) LTD.

STAND-ALONE STATEMENTS OF FINANCIAL POSITION

U.S. dollars in thousands

 

   March 31,   December 31,  
   2023   2022  
   (Unaudited)  
ASSETS         
CURRENT ASSETS:         
Cash and cash equivalents   33,840    39,363  
Dividend receivable   17,890    -  
Other accounts receivable and prepaid expenses   6,780    7,326  
Total current assets   58,510    46,689  
            
LONG-TERM ASSETS:           
Investment in subsidiaries and a jointly controlled entity (*)           
Matrix IT Ltd.   149,577    149,701  
Sapiens International Corporation N.V.   228,939    228,860  
Magic Software Enterprises Ltd.   121,444    125,058  
Other   151,650    154,408  
Total investment in subsidiaries and a jointly controlled entity   651,610    658,027  
            
Long term receivables and other investments   13,625    12,870  
Property, plants and equipment, net   8    8  
Total long-term assets   665,243    670,905  
            
TOTAL ASSETS   723,753    717,594  
            
CURRENT LIABILITIES:           
Debentures   33,024    32,999  
Trade payables   15    125  
Other accounts payable   2,581    5,596  
Put options of non-controlling interests   819    848  
Liability in respect of a business combination   415    426  
Total current liabilities   36,854    39,994  
            
LONG-TERM LIABILITIES:           
Debentures   122,252    125,484  
Liability in respect of a business combination   234    241  
Total long-term liabilities   122,486    125,725  
            
EQUITY   564,413    551,875  
            
TOTAL LIABILITIES AND EQUITY   723,753    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