Formula Systems Reports First Quarter 2019 Results Nasdaq:FORTY


(MENAFN- GlobeNewsWire - Nasdaq) itemprop="articleBody">Operating income for the first quarter increased 23% year over year to $31.7 million. Net income attributable to Shareholders increased 39% year over year to $10.0 million

Or Yehuda, Israel, May23, 2019(GLOBE NEWSWIRE) --Formula Systems (1985) Ltd. (NASDAQ: FORTY), 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, today announced its results for the first quarter ended March 31, 2019.

Financial Highlights for the First Quarter Ended March 31, 2019

Consolidated revenues for the first quarter increased by 4.8% to $391.4 million, with growth recorded across Formula's entire investment portfolio. Revenues for the first quarter ended March 31, 2018 amounted to $373.4 million. On a constant currency basis, excluding the negative impact from the erosion of foreign exchange rates, revenues for the first quarter would have reflected an increase of 8% year over year to a record-breaking $403 million. Consolidated operating income for the first quarter increased by 22.8% to $31.7 million, with growth recorded across Formula's entire investment portfolio. Consolidated operating income for the first quarter ended March 31, 2018 amounted to $25.8 million. Consolidated net income attributable to Formula's shareholders for the first quarter was $10.0 million, or $0.58 per fully diluted share, compared to $7.2 million, or $0.48 per fully diluted share, in the same period last year, reflecting an increase of 38.6%. As of March 31, 2019 Formula held 48.88%, 48.06%, 45.16%, 100%, 50% and 90.09% 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. and Insync Staffing Solutions, Inc., respectively. Consolidated cash and cash equivalents, bank deposits and investments in marketable securities totaled approximately $297.5 million as of March 31, 2019, compared to $295.3 million as of December 31, 2018. Total equity as of March 31, 2019 was $846.3 million (representing 43.9% of the total balance sheet), compared to $805.4 million (representing 48.4% of the total balance sheet) as of December 31, 2018. On March 31, 2019, Formula reported the completion of an institutional public offering of series C debentures (the 'Offering'). Formula Series C debentures are secured by liens over shares of Formula's subsidiaries that are held by Formula (with an LTV of not more than 60%). The New Debentures were listed for trading on the Tel-Aviv Stock Exchange. The Company issued a total amount of NIS 300 million par-value ($82.6 million) of the New Debentures in the Offering, bearing interest at a fixed annual rate of 2.29%, paid out on a semi-annual basis, at a price per debenture unit (each unit comprised of NIS 1,000 par value of debentures) of NIS 1,000. The principal amount of the Series C Debentures will be payable by Formula in seven annual installments from December 1, 2020 through December 1, 2026, the first five of which will each constitute 11% of the principal, and the final two of which will each constitute 22.5% of the principal. As a result of conversions that were effected prior to the maturity of Formula Series B Convertible Debentures in March 2019, holders of Series B Convertible Debentures converted an aggregate principal par value amount of NIS 80.5 million (of which NIS 0.2 million were converted in 2018) into 545,485 ordinary shares (of which 1,556 ordinary shares were issued in 2018), constituting 3.57% of Formula's issued and outstanding share capital (following those conversions). The remaining outstanding Series B Convertible Debentures matured on March 26, 2019, and the remaining outstanding principal of NIS 44.5 million (or $11.4 million) and interest on those debentures of $1.1 million were paid on that date. As of March 31, 2019 Formula was in compliance with all of its financial covenants under the debentures issued by Formula and under a loan granted by a financial institution, based on achieving the following in its consolidated financial results: Covenant 1

  • Target equity attributable to Formula's shareholders (excluding non-controlling interests): above $215 million.
  • Actual equity attributable to Formula's shareholders is equal to $402 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 is equal to 9%.
  • Covenant 3

    Target ratio of net financial indebtedness to EBITDA (based on the accumulated calculation for the four recent quarters): below 5. Actual ratio of net financial indebtedness to EBITDA (based on the accumulated calculation for the four recent quarters) is equal to 0.52.

    Comments of Management

    Commenting on the results, Guy Bernstein, CEO of Formula Systems, said, 'We are very pleased with our strong start to 2019, demonstrating our continued impressive momentum from previous year recorded in the first quarter across our entire investment portfolio.'

    'Matrix delivered all-time record financial results for the first quarter of 2019 with record results in all parameters, including revenues of NIS 851.9 million (approximately $233.8 million), operating income of NIS 60.1 million (approximately $16.5 million), net income of 36.7 million (approximately $10.1 million) and EBITDA of about NIS 90 million (approximately $25.2 million). Such results are attributable to Matrix growth recorded both in Israel and in the US, organically and through acquisitions. Matrix is focused on keeping with its successful strategy of completing strategic acquisitions (such as in the case of its latest acquisition of Medatech, an integrator of Priority ERP system), executing complex 'Mega-projects' (such as in the case of the establishment of Israel's national credit database for the Bank of Israel which was completed and launched at the beginning of 2019 and considered to be the largest computerization project carried out in Israel's civil sector) and focusing on the US market'.

    'Sapiens continued its momentum from 2018 with top line growth and increased profitability recorded during the first quarter of 2019. Sapiens revenues' growth was mainly driven by acceleration in Sapiens' North-American segment, specifically the strong wins in the P & C business. Sapiens' primary growth drivers for 2019 are continued expansion in the P & C segment, a stable L & A segment and increase of cross-sales for its current customer base, all are expected to enable Sapiens to deliver its 2019 full-year guidance (non-GAAP1 revenues between $318 million and $323 million and non-GAAP operating margins between 15.2% and 15.6%).'

    ____________________
    1 These non-GAAP measures are subject to the discussion under 'Non-GAAP Financial Measures' in Sapiens' press release issued on May 6, 2019 

    'Magic Software continued its strong momentum from 2018, reporting a strong start to 2019. Magic Software adheres to its market positioning and strong strategy, and aspires to enrich its product offering with new, powerful and innovative technologies. A notable milestone during the first quarter of 2019 was the acquisition of PowWow SmartUX™, a leading low-code development platform for mobilizing and modernizing enterprise apps. SmartUX™ is strongly synergetic to Magic's low-code existing solutions, and by bringing them together, Magic is able to offer to new and existing clients stronger solutions and services that are well-tuned for today's high demand for digital transformation.'

    'Lastly, I am pleased that during the first quarter of 2019 we successfully concluded the institutional public offering of our NIS 300 million Series C secured debentures listed for trading only on the Tel-Aviv Stock Exchange. These funds will serve to support our M & A strategy mainly in supporting the growth of our currently privately held subsidiaries and to improving our equity to debt structure.' 

    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 (1985) Ltd. is a global information technology 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

    Except for any historical information contained herein, matters discussed in this press release might include forward-looking statements that involve a number of risks and uncertainties. Regarding any financial statements, actual results might vary significantly based upon a number of factors including, but not limited to, risks in product and technology development, market acceptance of new products and continuing product conditions, both locally and abroad, release and sales of new products by strategic resellers and customers, and other risk factors detailed in Formula's most recent annual report and other filings with the Securities and Exchange Commission. These forward-looking statements are made only as of the date hereof, and the Company undertakes no obligation to update or revise the forward-looking statements, whether as a result of new information, future events or otherwise.

    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, 2019 2018 Unaudited Revenues 391,354 373,375 Cost of revenues 303,494 290,035 Gross profit 87,860 83,340 Research and development costs, net 10,584 10,946 Selling, general and administrative expenses 45,596 46,580 Operating income 31,680 25,814 Financial expenses, net 3,596 1,971 Income before taxes on income 28,084 23,843 Taxes on income 6,261 6,118 Income after taxes 21,823 17,725 Share of profits of companies accounted for at equity, net 726 70 Net income 22,549 17,795 Net income attributable to non-controlling interests 12,513 10,556 Net income attributable to Formula Systems' shareholders 10,036 7,239 Earnings per share (basic) 0.68 0.49 Earnings per share (diluted) 0.58 0.48 Number of shares used in computing earnings per share (basic) 14,855,794 14,730,032 Number of shares used in computing earnings per share (diluted) 15,587,689 15,558,711


    FORMULA SYSTEMS (1985) LTD.
    CONSOLIDATED STATEMENTS OF FINANCIAL POSITION
    U.S. dollars in thousands

    March 31, December 31, 2019 2018 (Unaudited) ASSETS CURRENT ASSETS: Cash and cash equivalents 278,907 268,492 Short-term deposits 9,466 16,881 Marketable securities 9,140 9,913 Trade receivables 434,721 441,468 Other accounts receivable and prepaid expenses (*) 137,361 40,397 Inventories 3,978 3,882 Total current assets 873,573 781,033 LONG-TERM ASSETS: Deferred taxes 15,854 14,214 Other long-term accounts receivable and prepaid expenses 25,591 23,121 Total long-term assets 41,445 37,335 INVESTMENTS IN COMPANIES ACCOUNTED FOR AT EQUITY METHOD 26,685 25,710 PROPERTY, PLANTS AND EQUIPMENT, NET 32,664 29,182 OPERATING LEASE RIGHT-OF-USE ASSETS 102,503 - NET INTANGIBLE ASSETS AND GOODWILL 851,812 790,901 TOTAL ASSETS 1,928,682 1,664,161 CURRENT LIABILITIES: Credit from banks and others 136,943 71,180 Debentures 20,279 55,822 Current maturities of operating lease liabilities 30,809 - Trade payables 107,775 118,786 Deferred revenues 81,665 59,509 Other accounts payable 171,398 168,873 Dividend payable - 5,015 Liabilities in respect of business combinations 5,052 5,602 Put options of non-controlling interests 42,131 40,926 Total current liabilities 596,052 525,713 LONG-TERM LIABILITIES: Loans from banks and others 122,570 139,527 Debentures 188,093 114,902 Long-term operating lease liabilities 75,930 - Other long-term liabilities 7,271 8,734 Deferred taxes 35,965 34,800 Deferred revenues 6,662 4,906 Liabilities in respect of business combinations 15,003 5,625 Put options of non-controlling interests 23,826 15,673 Employee benefit liabilities 10,985 8,884 Total long-term liabilities 486,305 333,051 EQUITY Equity attributable to Formula's shareholders 402,165 367,630 Non-controlling interests 444,160 437,767 Total equity 846,325 805,397 TOTAL LIABILITIES AND EQUITY 1,928,682 1,664,161


    FORMULA SYSTEMS (1985) LTD.
    STAND-ALONE STATEMENTS OF FINANCIAL POSITION
    U.S. dollars in thousands

    March 31, December 31, 2019 2018 (Unaudited) ASSETS CURRENT ASSETS: Cash and cash equivalents 10,902 31,411 Other accounts receivable and prepaid expenses (*) 85,493 8,106 Total current assets 96,395 39,517 INVESTMENTS IN SUBSIDIARIES AND A JOINTLY CONTROLLED ENTITY (**) Matrix IT Ltd. 116,310 114,133 Sapiens International Corporation N.V. 173,438 169,867 Magic Software Enterprises Ltd. 108,151 108,829 Other 58,634 54,316 Total Investments in subsidiaries and a jointly controlled entity 456,533 447,145 OTHER LONG-TERM RECEIVABLES 2,733 2,733 PROPERTY, PLANTS AND EQUIPMENT, NET 3 3 TOTAL ASSETS 555,664 489,398 CURRENT LIABILITIES: Credit from banks and others 12,322 12,422 Debentures 9,804 44,589 Trade payables 118 83 Other accounts payable 1,879 1,541 Dividends payable - 5,015 Total current liabilities 24,123 63,650 LONG-TERM LIABILITIES: Loans from banks and others - 11,793 Debentures 129,376 46,325 Total long-term liabilities 129,376 58,118 EQUITY 402,165 367,630 TOTAL LIABILITIES AND EQUITY 555,664 489,398


    __________________________
    (*) Other accounts receivable as of March 31, 2019 includes proceeds to be received from trustee in an amount of $82,186 (NIS 298,500), following the issuance of Formula's debentures series C which was concluded on March 31, 2019.

    (**) 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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