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Formula Systems (NASDAQ: FORTY) Q1 revenue up 19.2%, profit surges 84.5%

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6-K

Rhea-AI Filing Summary

Formula Systems (1985) Ltd. reported a strong first quarter of 2026, with revenue rising 19.2% year over year to $738.3 million, a first‑quarter record. Net income attributable to shareholders jumped 84.5% to $35.6 million, driving basic earnings per share up to 2.33 from 1.26.

Operating income increased to $82.0 million, helped by higher gross profit and $16.8 million of other income, while financial expenses declined. As of March 31, 2026, total assets were $3.64 billion, equity was $1.82 billion, and the company remained in compliance with all debenture covenants.

Key subsidiaries also showed momentum. Matrix’s first quarter revenues reached approximately NIS 2.13 billion with improved operating margin, Michpal Technologies grew revenue and nearly doubled adjusted net income, and TSG delivered record quarterly revenues of NIS 120.7 million and completed additional capital raises and acquisitions.

Positive

  • Record first quarter profitability with revenue up 19.2% to $738.3 million and net income attributable to shareholders up 84.5% to $35.6 million, alongside higher operating income and strong subsidiary contributions.

Negative

  • None.

Insights

Record Q1 growth with broad-based strength across Formula Systems and key subsidiaries.

Formula Systems delivered a notable acceleration in profitability: revenue grew 19.2% year over year to $738.3 million, while net income attributable to shareholders rose 84.5% to $35.6 million. Operating income expanded from $49.5 million to $82.0 million, reflecting operating leverage and $16.8 million of other income.

Subsidiary performance underpins the group’s results. Matrix increased first quarter revenues to about NIS 2.13 billion with operating margin improving to 9.5%. Michpal Technologies grew revenue 8.2% and lifted adjusted EBITDA to NIS 20.4 million, while TSG raised first quarter revenues 19.4% to NIS 120.7 million and boosted operating income 48.9%.

The balance sheet shows cash and cash equivalents of $1.18 billion and total equity of $1.82 billion as of March 31, 2026, alongside new convertible debentures of $78.3 million. Risks highlighted include macroeconomic pressures, integration of acquisitions, long sales cycles, cybersecurity, sector-specific exposures, and the company’s and subsidiaries’ principal location in Israel.

Q1 2026 revenue $738.3M Three months ended March 31, 2026; up from $619.4M in 2025
Net income attributable to shareholders $35.6M Three months ended March 31, 2026; up from $19.3M in 2025
Basic EPS 2.33 Three months ended March 31, 2026; vs. 1.26 a year earlier
Operating income $82.0M Three months ended March 31, 2026; vs. $49.5M in 2025
Cash and cash equivalents $1,181.9M Consolidated balance sheet as of March 31, 2026
Total assets $3,638.1M Consolidated balance sheet as of March 31, 2026
Matrix revenue NIS 2.13B (~$681.6M) Matrix first quarter 2026 revenues
TSG revenue NIS 120.7M (~$38.7M) TSG first quarter 2026 revenues, up from NIS 101M
Adjusted EBITDA financial
"Adjusted EBITDA increased by approximately 14.1% year over year to approximately NIS 20.4 million"
Adjusted EBITDA is a way companies measure how much money they make from their core operations, like running a business, by removing certain costs or income that aren’t part of regular business activities. It helps investors see how well a company is doing without distractions from unusual expenses or gains, making it easier to compare companies or track performance over time.
stand-alone financial measures financial
"This press release presents, further below, certain stand-alone financial measures to reflect Formula’s stand-alone financial position"
debentures financial
"As of March 31, 2026, Formula was in compliance with all of its financial covenants under the debenture series issued by it"
A debenture is a company’s long-term IOU sold to investors that promises regular interest payments and repayment of principal at a set date; unlike equity, it represents debt rather than ownership. Think of it like lending money to a business in exchange for a fixed stream of payments, so investors watch a debenture’s interest rate and the borrower’s financial health to judge income reliability and risk of not being repaid.
put options of non-controlling interests financial
"Put options of non-controlling interests | | | 59,060"
discontinued operations financial
"Net income from discontinued operations | | | - | | | | 17,493"
Discontinued operations are parts of a company that it has decided to sell or shut down, and no longer plans to run in the future. This matters to investors because it helps them understand which parts of the business are ongoing and which are being phased out, providing a clearer picture of the company’s current performance and future prospects. Think of it like a store closing a department—it no longer contributes to sales or profits.
financial covenants financial
"Formula was in compliance with all of its financial covenants under the debenture series issued by it"
Financial covenants are rules written into loan or bond agreements that require a company to keep certain financial measures within agreed limits—examples include minimum cash, maximum debt levels, or minimum profit margins. They act like guardrails for lenders: breaking a covenant can force renegotiation, trigger penalties or default, and quickly affect a company’s available cash and stock value, so investors watch them as early warning signs of financial stress.

 

 

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 May 2026

 

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 May 28, 2026, Formula Systems (1985) Ltd. (“we” or “us”) announced our financial results for the first quarter ended March 31, 2026.  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 First Quarter 2026 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: May 28, 2026  

 

2

 

Exhibit 99.1

 

 

PRESS RELEASE

 

Formula Systems Reports First Quarter 2026 Financial Results

 

Revenues for the first quarter increased by 19.2% year over year, reaching a first quarter record-breaking $738.3 million. Net income attributable to Formula Systems’ shareholders for the first quarter increased by 84.5% year over year, reaching a first quarter all-time high of $35.6 Million.

 

OR YEHUDA, Israel, May 28, 2026 (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 of operations for the first quarter ended March 31, 2026.

 

Financial Highlights for the First Quarter of 2026

 

On February 24, 2026, Matrix IT Ltd. (“Matrix”) and Magic Software Enterprises Ltd. (“Magic Software”), both subsidiaries of the Company, announced the completion of their merger agreement. The transaction, which was effected through a reverse triangular merger, resulted in Matrix acquiring all of the issued and outstanding share capital of Magic Software in consideration for the allotment of 28,861,564 ordinary shares of Matrix to Magic Software’s shareholders (0.5878202 Matrix ordinary shares for each Magic Software ordinary share). Following completion of the merger, Magic Software became a wholly owned (100%) subsidiary of Matrix, its shares were delisted from trading on Nasdaq and the Tel Aviv Stock Exchange, and it ceased to be a public company.

 

Revenues for the first quarter ended March 31, 2026 increased by 19.2% year over year, reaching a first quarter record-breaking $738.3 million, compared to $619.4 million in the same period last year.

 

Operating income for the first quarter ended March 31, 2026 increased by 65.6% year over year, reaching a first quarter record-breaking $82.0 million compared to $49.5 million in the same period last year. Operating income for the first quarter of 2026 included a capital gain of $16.8 million resulting from exercise of employee stock-based compensation and a secondary private placement transaction completed by our affiliate, TSG IT Advanced Systems Ltd. (“TSG”), in January 2026. On January 13, 2026, TSG’s Board of Directors approved a capital raise through a private placement to institutional investors, pursuant to which TSG raised approximately NIS 192 million (approximately $58.9 million) through the issuance of 320,374 ordinary shares at a price of NIS 600 per share, together with 128,150 non-tradable warrants (allocated at no additional consideration at a ratio of 0.4 warrant per share), each exercisable for one ordinary share at an exercise price of NIS 720 per share through July 22, 2027. The terms of the private placement also provides for a potential additional investment by the institutional investors of approximately NIS 92 million (approximately $29.1 million) in the event all warrants are fully exercised. The allocated shares and warrants represent approximately 9.23% of TSG’s fully diluted share capital. As a result of this transaction and the exercise of TSG’s employee stock-based compensation,during the first quarter of 2026 Formula’s ownership interest in TSG was diluted from 37.33% to 33.08%, causing the $16.8 million capital gain. Excluding this capital gain, operating income would have increased by 31.7% year over year, to $65.2 million.

 

Net income from continued operations attributable to Formula’s shareholders for the first quarter ended March 31, 2026, increased by approximately 203.4% year over year, reaching a first quarter record-breaking $35.6 million, or $2.25 per fully diluted share, compared to $11.7 million, or $0.75 per fully diluted share, in the same period last year. Excluding the impact of the capital gain resulting from TSG’s secondary private placement transaction and the exercise of TSG’s employee stock-based compensation, net income from continued operations attributable to Formula’s shareholders would have increased by 60.5% year over year, to $18.9 million.

 

Net income attributable to Formula’s shareholders for the first quarter ended March 31, 2026 increased by approximately 84.5% year over year, reaching a first quarter record-braking $35.6 million, or $2.25 per fully diluted share, compared to $19.3 million, or $1.23 per fully diluted share, in the same period last year.

 

 

 

 

On May 14, 2026, Formula announced that its board of directors has approved the distribution of a special cash dividend, based on its results for 2025, including, in particular, the completion of the acquisition of Formula’s former subsidiary Sapiens International Corporation (“Sapiens”) by Advent, of $13.045 per share, or approximately $200.0 million in total. The dividend will be paid in U.S dollars on June 4, 2026, 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 May 25, 2026.

 

  As of March 31, 2026, Formula held 47.67%, 18.68%, 69.09%, 33.08%, 90.09%, 80%, 100%, 100%, 51% and 100% of the outstanding ordinary shares of Matrix IT Ltd., SI Swan UK Topco Limited., Michpal Technologies Ltd., TSG IT Advanced Systems Ltd., Insync Staffing, Inc., Ofek Aerial Photography Ltd., ZAP Group Ltd., Shamrad Electronic (1997) Ltd., Hashahar Telecom And Electricity Ltd., and Formula Infrastructure Ltd., respectively.

 

  Consolidated cash and cash equivalents and short-term bank deposits totaled approximately $1.18 billion as of March 31, 2026, compared to $1.28 billion as of December 31, 2025.

 

 

Total equity as of March 31, 2026 was $1.82 billion (representing 50.1% of the total consolidated statements of financial position), compared to $1.78 billion (representing 49.6% of the total consolidated statements of financial position) as of December 31, 2025.

 

 

The above comparative figures for the first quarter ended March 31, 2025 reflect the reclassification of the results of Sapiens (of which Formula sold its controlling interest in December 2025), as discontinued operations, in accordance with IFRS 5. Similarly, the Company’s record-breaking consolidated results for the quarter ended March 31, 2026 (as described above) are relative to the Company’s historical consolidated results in prior years that exclude Sapiens.

 

Debentures Covenants

 

As of March 31, 2026, 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, 2026 was $1.38 billion.

 

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, 2026 was (55.46%).

 

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, 2026 was (376.94%).

 

2

 

 

Comments of Management

 

Commenting on the results, Guy Bernstein, CEO of Formula Systems, said: “We continue to demonstrate strong and consistent performance, delivering record-breaking results in the first quarter across all key financial metrics: revenues, gross profit, operating income, net income and EBITDA. These results reflect the breadth of our portfolio and our teams’ commitment to operational excellence. With solid execution across all business segments, we remain confident in our ability to drive sustained, profitable growth throughout 2026.”

 

Matrix reported a strong start to 2026 in its first quarter following the completion of the merger with Magic Software, with significant growth in profitability and improved margins. First quarter revenues increased by 2.4% year over year, reaching approximately NIS 2.13 billion (approximately $681.6 million). On a constant currency basis (when measured based on NIS), revenues increased by approximately 8.9%. Operating income for the quarter increased by 11.0%, reaching approximately NIS 203.1 million (approximately $65.1 million), while operating margin improved to 9.5% from 8.8% in the comparable quarter last year. On a constant currency basis (when measured based on NIS), operating income increased by approximately 18.0%. Matrix continued to experience strong demand across IT services, cybersecurity, cloud, data and AI solutions, including increasing demand for enterprise-scale AI infrastructure and implementation projects. Matrix’s defense-related activities also continued to grow at a strong pace, supported by increasing demand from the Israeli defense sector and enhanced further through the integration of Commit’s activities. Matrix believes that the merger with Magic Software significantly strengthens its international presence, particularly in the U.S. market, expands its technological capabilities and service portfolio, and positions the combined company among the world’s leading publicly traded IT services companies.”

 

Michpal Technologies opened 2026 with a strong first quarter, reflecting continued growth across all financial metrics and demonstrating its ability to leverage synergies and expand revenues and profits across it two business segments. With a solid cash position of approximately NIS 302 million (approximately $95.4 million), Michpal Technologies is actively advancing its acquisition strategy - completing the acquisition of Zviran Group in April 2026 - while strengthening its leadership position in payroll, HR, and financial solutions. At the same time, Michpal Technologies continues to invest in R&D and views AI, cloud technologies, and intelligent automation as key drivers for enhancing its competitive advantage and developing new products. Michpal Technologies reported first quarter 2026 revenues of approximately NIS 52.8 million (approximately $16.9 million), growing approximately 8.2% year over year. Adjusted EBITDA increased by approximately 14.1% year over year to approximately NIS 20.4 million (approximately $6.5 million). Adjusted net income attributable to shareholders nearly doubled year over year, reaching approximately NIS 13.6 million (approximately $4.4 million) compared to approximately NIS 6.9 million (approximately $1.9 million) in the same period last year.”

 

TSG opened 2026 with record-breaking first quarter results, demonstrating continued significant growth in revenues and profits across its business segments. Revenues for the first quarter of 2026 increased by approximately 19.4% year over year to a record-breaking NIS 120.7 million (approximately $38.7 million), compared to NIS 101 million (approximately $27.9 million) in the same period last year. Operating income for the first quarter increased by approximately 48.9% year over year to NIS 13.1 million. TSG continues to execute on its growth and expansion strategy, advancing its capabilities in end-to-end counter-UAV and drone threat solutions spanning detection and precise spatial mapping, through integration and manufacturing, to the delivery of complete operational systems for customers in Israel and globally. In January 2026, TSG completed a private placement raising approximately NIS 192 million from leading institutional investors, bringing total capital raised since October 2025 to approximately NIS 296 million. In March 2026, TSG acquired Mabat 3D, specializing in spatial detection and mapping, and in May 2026 signed an agreement to acquire Production Floor, a provider of end-to-end manufacturing and integration services, primarily for defense customers. These acquisitions, together with TSG’s continued acceleration of AI-based capabilities and ongoing organic growth, strengthen TSG’s position as a leading provider of integrative, end-to-end defense technology solutions.”

 

3

 

 

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 its group of companies. These financial measures are prepared consistently 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 analysis. 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 IFRS. Formula Systems 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., 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.

+972-3-5389305

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 Formula’s (“we,” “us” or “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 persistent 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 telecom industries, 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 factors, 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, 2025, filed with the U.S. Securities and Exchange Commission on May 13, 2026, 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, events and circumstances reflected in the forward-looking statements will be achieved or will occur. Except as required by law, we do not undertake 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, 
   2026   2025(*) 
   Unaudited 
Revenues   738,285    619,383 
Cost of revenues   592,249    499,154 
Gross profit   146,036    120,229 
Research and development expenses, net   5,169    4,811 
Selling, marketing and general and administrative expenses   75,647    65,894 
Other income, net   16,785    - 
Operating income   82,005    49,524 
Financial expenses, net   4,170    6,494 
Income before taxes on income   77,835    43,030 
Taxes on income   15,377    10,969 
Income after taxes   62,458    32,061 
Share of profit of companies accounted for at equity, net   297    828 
Net income from continued operations   62,755    32,889 
Net income from discontinued operations   -    17,493 
Net income   62,755    50,382 
Net income attributable to non-controlling interests from continued operations   27,116    21,141 
Net income attributable to non-controlling interests from discontinued operations   -    9,925 
Net income attributable to non-controlling interests   27,116    31,066 
           
Net income attributable to Formula’s shareholders from continued operations   35,639    11,748 
Net income attributable to Formula’s shareholders from discontinued operations   0    7,568 
Net income attributable to Formula’s shareholders   35,639    19,316 
           
Earnings per share from continued operations (basic)   2.33    0.77 
Earnings per share from discontinued operations (basic)   -    0.49 
Earnings per share (basic)   2.33    1.26 
           
Earnings per share from continued operations (diluted)   2.25    0.75 
Earnings per share from discontinued operations (diluted)   -    0.48 
Earnings per share (diluted)   2.25    1.23 
           
Number of shares used in computing earnings per share (basic)   15,317,067    15,311,924 
Number of shares used in computing earnings per share (diluted)   15,838,550    15,729,173 

 

(*)Following the completion of the acquisition of Sapiens International Corporation by Advent, comparative figures for the first quarter of 2025 have been reclassified to present the results of Sapiens as discontinued operations.

 

6

 

 

FORMULA SYSTEMS (1985) LTD.

CONSOLIDATED STATEMENTS OF FINANCIAL POSITION

U.S. dollars in thousands      

 

   March 31,   December 31, 
   2026   2025 
   (Unaudited)     
ASSETS        
CURRENT ASSETS:        
Cash and cash equivalents   1,181,911    1,280,121 
Short-term deposits   631    372 
Marketable securities   363    - 
Trade receivables, net   844,559    774,471 
Prepaid expenses and other accounts receivable   110,699    80,604 
Inventories   36,304    30,249 
Total current assets   2,174,467    2,165,817 
           
NON-CURRENT ASSETS:          
Financial assets measured at fair value through profit or loss   303,751    304,549 
Long-term investments and receivables   48,407    50,126 
Deferred taxes   26,974    26,915 
Investments in companies accounted for at equity   66,124    48,908 
Property, plants and equipment, net   54,837    47,614 
Right-of-use assets   144,458    145,462 
Intangible assets, net and goodwill   819,128    793,864 
Total non-current assets   1,463,679    1,417,438 
           
Total  assets   3,638,146    3,583,255 
           
LIABILITIES AND EQUITY          
CURRENT LIABILITIES:          
Loans from banks and others   240,568    177,899 
Debentures   78,703    76,696 
Current maturities of lease liabilities   43,573    42,899 
Trade payables   367,127    368,319 
Deferred revenues   185,566    157,545 
Employees and payroll accrual   236,123    235,705 
Other accounts payable   76,886    195,817 
Dividend payable   -    7,886 
Liabilities in respect of business combinations   4,274    6,359 
Put options of non-controlling interests   59,060    61,206 
Total current liabilities   1,291,880    1,330,331 
           
LONG-TERM LIABILITIES:          
Loans from banks and others   26,590    68,309 
Debentures   107,939    118,656 
Convertible debentures   78,344    - 
Lease liabilities   105,763    107,805 
Other long-term liabilities   -    54 
Deferred taxes   88,143    83,426 
Deferred revenues   14,693    16,457 
Liabilities in respect of business combinations   15,249    13,291 
Put options of non-controlling interests   79,003    61,577 
Employee benefit liabilities   6,485    5,547 
Total long-term liabilities   522,209    475,122 
           
EQUITY          
Total equity attributable to Formula Systems (1985) Ltd. shareholders   1,384,909    1,353,263 
Non-controlling interests   439,148    424,539 
Total equity   1,824,057    1,777,802 
           
Total liabilities and equity   3,638,146    3,583,255 

 

7

 

 

FORMULA SYSTEMS (1985) LTD.

STAND-ALONE STATEMENTS OF FINANCIAL POSITION

U.S. dollars in thousands      

 

   March 31,   December 31, 
   2026   2025 
   (Unaudited)   (Unaudited) 
ASSETS        
CURRENT ASSETS:        
Cash and cash equivalents   740,881    793,131 
Dividend receivable   12,011    448 
Other accounts receivable and prepaid expenses   5,689    5,527 
Total current assets   758,581    799,106 
           
NON-CURRENT ASSETS:          
Investment in subsidiaries and a jointly controlled entity (*)          
Matrix IT Ltd.   317,756    183,214 
Magic Software Enterprises Ltd.   -    132,183 
TSG IT Advanced Systems Ltd.   51,607    33,882 
Michpal Technologies Ltd.   109,242    108,099 
ZAP Group Ltd.   46,666    48,154 
Other   80,910    50,428 
Total investment in subsidiaries and a jointly controlled entity   606,181    555,960 
           
Financial assets measured at fair value through profit or loss   300,000    300,000 
Other investments and long term receivables   21,150    23,904 
Property, plants and equipment, net   32    13 
Total non-current assets   927,363    879,877 
           
Total assets   1,685,944    1,678,983 
           
LIABILITIES AND EQUITY          
CURRENT LIABILITIES:          
Loans from banks and others   105,975    15,158 
Debentures   53,742    52,350 
Trade payables   1,397    963 
Other accounts payable   42,534    152,634 
Put options of non-controlling interests   2,165    992 
Dividends payable   -    7,883 
Total current liabilities   205,813    229,980 
           
LONG-TERM LIABILITIES:          
Loans from banks and others   219    871 
Debentures   46,618    46,204 
Deferred taxes Liability   48,385    48,665 
Total long-term liabilities   95,222    95,740 
           
EQUITY   1,384,909    1,353,263 
           
TOTAL LIABILITIES AND EQUITY   1,685,944    1,678,983 

 

(*)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

 

FAQ

How did Formula Systems (FORTY) perform financially in Q1 2026?

Formula Systems posted a strong Q1 2026, with revenue rising 19.2% year over year to $738.3 million. Net income attributable to shareholders increased 84.5% to $35.6 million, and basic earnings per share climbed to 2.33 from 1.26.

What were Formula Systems’ profitability metrics for Q1 2026?

Profitability improved significantly, as operating income increased to $82.0 million from $49.5 million and net income reached $62.8 million. Net income attributable to shareholders was $35.6 million, supporting diluted earnings per share of 2.25 versus 1.23 a year earlier.

What does the Q1 2026 filing show about Formula Systems’ balance sheet?

As of March 31, 2026, Formula Systems reported $3.64 billion in total assets and $1.82 billion in total equity. Cash and cash equivalents were $1.18 billion, and the company remained in compliance with all financial covenants on its debenture series.

How did Matrix, a key subsidiary of Formula Systems, perform in early 2026?

Matrix recorded first quarter 2026 revenues of approximately NIS 2.13 billion (about $681.6 million), up 2.4% year over year. Operating income rose 11.0% to NIS 203.1 million, and operating margin improved to 9.5% from 8.8% in the prior-year quarter.

What were Michpal Technologies’ results within the Formula Systems group?

Michpal Technologies reported Q1 2026 revenues of about NIS 52.8 million (approximately $16.9 million), up 8.2% year over year. Adjusted EBITDA increased 14.1% to NIS 20.4 million, and adjusted net income attributable to shareholders nearly doubled to NIS 13.6 million from NIS 6.9 million.

How is TSG contributing to Formula Systems’ growth in 2026?

TSG delivered record Q1 2026 revenues of NIS 120.7 million (about $38.7 million), up 19.4% from NIS 101 million. Operating income grew 48.9% to NIS 13.1 million, supported by expansion in defense technology solutions and recent capital raises and acquisitions.

Is Formula Systems meeting its debt covenant requirements in 2026?

Yes. As of March 31, 2026, Formula Systems stated that it was in compliance with all financial covenants related to its debenture series. This indicates its financial ratios and performance metrics met the thresholds required under those debt agreements.

Filing Exhibits & Attachments

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