6-K 1 v394222_6k.htm FORM 6-K

 

FORM 6-K

 

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

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 2014

 

FORMULA SYSTEMS (1985) LTD.

(Translation of Registrant's Name into English)

 

5 HaPlada st., Or-Yehuda, Israel

(Address of Principal Executive Offices)

 

 

Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F

 

Form 20-F  x Form 40-F ¨

 

Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.

 

Yes  ¨ No x

 

If "Yes" is marked indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): 82- ....................

 

Attached to Registrant's Form 6-K for the month of November 2014 and incorporated by reference herein is the Registrant's immediate report dated November 13, 2014.

 

SIGNATURE

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to signed on its behalf by the undersigned, thereunto duly authorized.

 

FORMULA SYSTEMS (1985) LTD.

(Registrant)

 

By:/s/ Guy Bernstein

Guy Bernstein CEO

dated: November 13, 2014

 

 
 

 

PRESS RELEASE

 

Formula Systems Reports Third Quarter Results for 2014

 

Net income for the third quarter increased 20% year over year to $6.3 million

 

Or Yehuda, Israel, November 13, 2014 Formula Systems (1985) Ltd. (NASDAQ: FORTY) a global information technology company principally engaged, through its subsidiary and affiliates, in providing software consulting services, developing proprietary software products, and providing computer-based business solutions, today announced its results for the third quarter and first nine months of 2014.

 

Financial Highlights for the Third Quarter Ended September 30, 2014

 

·Net income for the third quarter increased 20% to $6.3 million, or $0.43 per fully diluted share, compared to $5.2 million, or $0.36 per fully diluted share, in the same period last year.

 

·Revenues for the third quarter amounted to $153.4 million. Revenues for the third quarter showed a decrease due to the deconsolidation of Magic’s and Sapiens’ results of operations, which were previously consolidated during the third quarter of 2013, and which continue to be accounted for under the equity method of accounting. Formula’s non-GAAP comparable pro-forma revenues, had it continued to consolidate Magic’s and Sapiens’ results of operations for the third quarter of 2014, would have totaled $234.0 million, compared to $197.3 million in the same period last year, reflecting a year over year increase of 18.6%.

 

·Operating income for the third quarter amounted to $9.9 million. Operating income for the third quarter showed a decrease due to the deconsolidation of Magic’s and Sapiens’ results of operations, which were previously consolidated during the third quarter of 2013. Formula’s non-GAAP comparable pro-forma operating income, had it continued to consolidate Magic’s and Sapiens’ results of operations for the third quarter of 2014, would have totaled $17.9 million, compared to $14.8 million in the same period last year, reflecting a year over year increase of 20.9%. Formula held 45.2% and 48.4% of the outstanding shares of Magic and Sapiens, respectively, as of September 30, 2014.

 

Financial Highlights for the Nine-Month Period Ended September 30, 2014

 

·Net income for the first nine months of 2014 amounted to $66.3 million (or $4.57 per fully diluted share) compared to $14.3 million (or $0.99 per fully diluted share) in the same period last year. Net income for the nine-month period was positively impacted by a net gain of $61.4 million recorded in relation to Formula’s loss of control in Magic Software offset, in part, by the $5.3 million loss recorded as a result of the decrease of Formula’s beneficial ownership percentage in Sapiens from 48.8% to 46.95% due to the exercise of employee stock-based compensation and warrants.

 

·Revenues for the first nine months of 2014 amounted to $474.4 million. Revenues for the first nine-month period showed a decrease due to the deconsolidation of Magic’s and Sapiens’ results of operations, which were previously consolidated during the same period in 2013. Formula’s non-GAAP comparable pro-forma revenues, had it continued to consolidate Magic’s and Sapiens’ results of operations for the first nine months of 2014, would have totaled $684.5 million, compared to $587.2 million in the same period last year, reflecting a year over year increase of 16.6%.

 

·Operating income for the first nine months of 2014 amounted to $25.2 million. Operating income for the first nine-month period showed a decrease due to the deconsolidation of Magic’s and Sapiens’ results of operations, which were previously consolidated during the same period in 2013. Formula’s non-GAAP comparable pro-forma operating income, had it continued to consolidate Magic’s and Sapiens’ results of operations for the first nine months of 2014, would have totaled $44.7 million, compared to $43.4 million in the same period last year, reflecting a year over year increase of 2.8%.

 

 
 

 

·From August 21, 2014 through September 16, 2014, Formula purchased an aggregate of 736,862 Common Shares of Sapiens through broker-initiated and private transactions for an aggregate purchase price of US$5,757,192, which, combined with its previous holdings, represent 48.5% of the total issued and outstanding Common Shares of Sapiens.

 

·Consolidated cash and short-term and long-term investments in marketable securities totaled approximately $84.5 million as of September 30, 2014. Formula stand-alone net debt as of September 30, 2014 amounted to $25.0 million.

 

·Total equity as of September 30, 2014 was $472.0 million, representing 55% of Formula’s total assets.

 

Comments of Management

Commenting on the results, Guy Bernstein, CEO of Formula Systems, said, “We are pleased with our strong performance across our portfolio during the third quarter. Matrix continues to show steady top-line growth with revenues increasing in the third quarter by 14% year over year and during the nine-month period by 12% year over year. Matrix’s operating income grew 25% during the third quarter to reach $9.9 million as the company benefitted from increased demand for its services and increased its market share internationally and across all its Israeli markets. Backed with $85 million in cash and short-term investments, Magic maintained its double-digit growth momentum throughout the third quarter and the first nine months, with strong performance in sales and profitability across its products and professional services. Magic finished the first nine months with record revenues for the period of $121.8 million, up 17% over year, and record non-GAAP operating income for the period of $18.9 million, up 19% year over year, and reasserted its revenue guidance of $161 million to $165 million for the full-year 2014. Sapiens produced another record quarter with revenues of $40.4 million and non-GAAP operating income of $4.4 million, up 16.7% and 22.6%, respectively year over year. With total cash and investments in marketable securities of $78.4 million, Sapiens continues delivering strong revenue growth, improved profitability and cash flow, and an expanding pipeline of opportunities, allowing it to maintain confidence in its ability to deliver the high end of its guidance of $154 to $158 million of revenues for the full year".

 

About Formula

 

Formula Systems (1985) Ltd. is a global information technology company principally engaged, through its subsidiaries and affiliates, in providing software consulting services, developing proprietary software products, and providing computer-based business solutions.

 

For more information, visit www.formulasystems.com.

 

Press Contact:

 

Formula Systems (1985) Ltd.

+972-3-5389487

ir@formula.co.il

 

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 INCOME

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

 

   Nine months ended   Three months ended 
   September 30,   September 30, 
   2014   2013   2014   2013 
   Unaudited   Unaudited 
Revenues   474,369    587,213    153,363    197,285 
Cost of revenues   393,068    445,233    128,571    149,113 
                     
Gross profit   81,301    141,980    24,792    48,172 
Research and development costs, net   787    11,859    -    3,879 
Selling, general and administrative expenses   55,277    86,770    14,892    29,529 
Other income, net   4    2    1    4 
Operating income   25,241    43,353    9,901    14,768 
Financial expenses, net   (4,683)   (5,013)   (160)   (1,447)
Income before taxes on income   20,558    38,340    9,741    13,321 
Taxes on income   7,130    5,641    2,693    1,602 
Income after taxes   13,428    32,699    7,048    11,719 
Equity in gains (losses) of affiliated companies, net   63,391    (91)   2,554    (68)
Net income   76,819    32,608    9,602    11,651 
Change in redeemable non controlling interests   480    1,745    175    388 
Net income attributable to non-controlling interests   10,088    16,527    3,173    6,048 
Net income attributable to Formula's shareholders   66,251    14,336    6,254    5,215 
                     
Earnings per share (basic)   4.75    1.05    0.45    0.38 
Earnings per share (diluted)   4.57    0.99    0.43    0.36 
                     
Number of shares used in computing earnings per share
(basic)
   13,929,326    13,685,667    13,946,869    13,806,522 
Number of shares used in computing earnings per share
(diluted)
   14,424,976    14,085,244    14,428,288    14,195,053 

 

 
 

 

FORMULA SYSTEMS (1985) LTD.

CONSOLIDATED CONDENSED BALANCE SHEETS

U.S. dollars in thousands        

 

    September 30,      Dec 31,  
    2014     2013  
  (Unaudited)        
ASSETS            
CURRENT ASSETS:                
Cash and cash equivalents     67,071       82,123  
Marketable securities     16,865       17,956  
Short-term deposit     13       672  
Trade receivables     140,704       193,582  
Other accounts receivable and prepaid expenses     29,506       36,488  
Inventories     2,368       2,407  
Total current assets     256,527       333,228  
                 
LONG-TERM INVESTMENTS:                
Marketable securities     547       520  
Deferred Taxes     14,722       13,152  
Prepaid expenses and other accounts receivable     8,960       8,761  
Total  Long-Term Investments     24,229       22,433  
                 
INVESTMENTS IN AFFILIATED COMPANIES     333,738       161,501  
SEVERANCE PAY FUND     57,322       68,148  
PROPERTY, PLANTS AND EQUIPMENT, NET     15,996       19,408  
NET INTANGIBLE ASSETS AND GOODWILL     166,440       267,077  
TOTAL  ASSETS     854,252       871,795  
CURRENT LIABILITIES:                
Liabilities to banks     30,105       35,636  
Trade payables     38,622       52,645  
Deferred revenues     23,613       28,454  
Other accounts payable     61,655       89,670  
Dividend payable     -       4,565  
Total current liabilities     153,995       210,970  
                 
LONG-TERM LIABILITIES:                
Liabilities to banks and others     112,037       62,447  
Deferred taxes     26,711       8,157  
Deferred revenue     5,504       4,990  
Other long-term payables     2,104       4,289  
Accrued severance pay     69,767       81,258  
Total long-term liabilities     216,123       161,141  
                 
REDEEMABLE NON-CONTROLING INTEREST     12,154       23,529  
                 
EQUITY                
Formula shareholders' equity     383,514       319,341  
Non-controlling interests     88,466       156,814  
Total equity     471,980       476,155  
                 
TOTAL LIABILITIES AND EQUITY     854,252       871,795  

 

*)Restated due to a misstatement in revenues recognized in Matrix in 2009 until 2013 (Decreasing Revenues in 2011,2012 and 2013 $1.7, $1.8 and $0.8 million respectively;  Decreasing net income in  2011,2012

 

And the following effect on the consolidated condensed balance sheet:     

 

As of December 31, 2013            
   As previously reported   Adjustment   As adjusted 
Trade receivables   201,144    -7,562    193,582 
Other accounts receivable   34,609    1,876    36,485 
Formula shareholders' equity   322,185    -2,844    319,341 
Non-controlling interests   159,653    -2,839    156,814