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Debentures Covenants

As of December 31, 2024, Formula was in compliance with all of its financial covenants under the debenture series issued by it, based on the following achievements:

Covenant 1

Covenant 2

Covenant 3

Comments of Management

Commenting on the results, Guy Bernstein, CEO of Formula Systems, said: “Formula group continues to demonstrate strong and consistent performance, making big strides across multiple fronts, as reflected by our 2024 fourth quarter and full year revenues and operational profits. These results underscore our commitment to driving sustained growth and operational excellence across all segments of our business. 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 by helping them manage, streamline, and accelerate their operations, ultimately contributing to their growth.”

“Last week, Matrix and Magic Software announced the execution of a Non-Binding Memorandum of Understanding for a landmark transaction in which Matrix intends to acquire Magic Software through a merger transaction. Subject to the consummation of this transaction, to the extent completed, Matrix will acquire all outstanding shares of Magic Software through a reverse triangular merger. Upon completion, Magic Software will become a privately held, wholly owned subsidiary of Matrix, and its shares will be delisted from Nasdaq and TASE.”

“Under the terms of the proposed transaction, Magic Software shareholders will receive shares in the merged entity at an exchange ratio of 68.875% / 31.125% between Matrix and Magic Software shareholders, respectively, on a fully diluted basis. The combined entity is expected to attain a total market capitalization of approximately NIS 7.7 billion (approximately $2.1 billion), positioning it among the ten largest publicly traded IT services companies in the United States and the fourth largest among those listed in Europe. This strategic merger is designed to unlock substantial value for shareholders of both companies by creating a more robust, dynamic, and globally competitive organization.”

“To the extent completed, this transaction will mark a defining moment in the history of both Matrix and Magic Software, representing a transformative step forward. By uniting two highly complementary organizations, this merger will create a stronger, more diversified company with expanded capabilities to serve clients worldwide, accelerate technological innovation, and drive long-term value creation. The synergies arising from this combination—across business, technology, and operations—will generate a powerful multiplier effect, enhancing efficiency, broadening market reach, and fostering sustained growth.”

“I have every confidence that the combined entity will be exceptionally well-positioned to capitalize on new opportunities in an evolving digital landscape. This merger is not merely a consolidation, it is a strategic leap forward, enabling us to build a more agile, innovative, and resilient company that delivers exceptional value to all stakeholders, including shareholders, customers, employees, and the broader global market.”

“Matrix reported its best fourth quarter in history with record-breaking results recorded across all its key financial indices: revenues, gross profit, operating income, net income and EBITDA. Matrix revenues for the fourth quarter grew by 4.1% year over year reaching an all-time fourth quarter high of NIS 1.37 billion (approximately $371.8 million). Matrix revenues for the year grew by 6.6% year over year reaching an all-time high of NIS 5.6 billion (approximately $1.51 billion). Operating income for the fourth quarter grew by 18.8%, reaching NIS 120.0 million (approximately $32.5 million). Operating income for the full year grew by 14.4%, reaching NIS 450.0 million (approximately $121.7 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 its businesses thrive. Matrix operates across all fronts in the technology sector, offering a rich variety of technological solutions, particularly in high-demand areas such as cloud, cybersecurity, digital, data, and AI. Our activities with the defense sector and defense industries continue to be extensive and demonstrate consistent growth. Matrix's leading position, particularly in high-demand technologies and solutions, its broad range of technological services and solutions, its wide sectoral diversification, and its extensive U.S. operations all enable Matrix to maintain its vitality, value, and leadership in the industry for its clients, partners, and investors. These strengths allow Matrix to continue demonstrating growth even during challenging economic, political, and security periods.”

“Magic Software reported another strong quarter of growth and resilience, with a 13.6% year-over-year increase in revenues, reaching $142.6 million. This performance reflects the continued success of Magic Software’s strategic focus on delivering value to its customers through innovative digital and cloud transformation solutions. While navigating in a dynamic macroeconomic environment, Magic Software’s diversified portfolio and strong client relationships have enabled it to achieve consistent growth and improve operational efficiency. Looking ahead, we are confident in Magic Software’s ability to continue building on this momentum as it further invest in its business and enhance its capabilities to meet the evolving needs of its customers worldwide. Magic Software introduced its 2025 annual revenues guidance in a range of $593 million to $603 million (based on current currency exchange rates) reflecting an annual growth of 7.3% to 9.1% compared to prior year. We are confident in Magic Software’s ability to sustain momentum and drive long-term profitability, delivering lasting value to its shareholders.”

“Sapiens’ revenues for the full year 2024 reached record-breaking $542.4 million, reflecting a 5.4% increase compared to the same period last year. Sapiens Non-GAAP operating income totaled $98.7 million, representing 18.2% of its total revenues. North America led Sapiens global performance with a 6.3% year-over-year revenue increase . By leveraging Sapiens Microsoft cloud strategy and scalable SaaS platform, Sapiens accelerates its clients’ migration to the cloud. Sapiens continued investment in a future-proof, modular, open insurance platform-integrating core capabilities with advanced data analytics and AI-is set to drive further growth. Sapiens is well positioned to deepen relationships with existing customers, capture additional market share, and strengthen growth across all regions.”

“Michpal Technologies’ revenues for the full year 2024 reached a record-breaking NIS 159 million (approximately $43 million), growing 12.0% year over year. Michpal Technologies offers comprehensive proprietary on-premise and web-based payroll software solutions and related services, as well as integrated specialized management systems in the field of financial accounting, taxation, and compliance for accounting professionals (accountants and tax consultants), bookkeepers, controllers, and CFOs. Michpal Technologies continues its strategy of mergers and acquisitions in core and complementary areas, strengthening its market position, expanding its technological capabilities, and enhancing its service offerings—ultimately generating significant value for all stakeholders, customers, and shareholders alike by creating a stronger and more diversified company with enhanced capabilities to serve customers, drive innovation, and generate long-term shareholder value.”

“TSG concluded the fourth quarter and full year of 2024 with record-breaking results, demonstrating significant growth in revenue and profits. Revenues for the fourth quarter increased by approximately 19.2% year over year to a record-breaking NIS 85.6 million (approximately $23.2 million). Revenues for the full year 2024 increased by approximately 9.0% year over year to a record-breaking NIS 322.1 million (approximately $87.1 million). EBITDA for the fourth quarter of 2024 increased by 19.4% year-over-year to NIS 13.5 million (approximately $3.7 million), compared to NIS 11.3 million (approximately $3.0 million) in the same period last year. EBITDA for the full year 2024 increased by 20.4% year-over-year to record-breaking NIS 47.5 million (approximately $12.8 million), compared to NIS 39.5 million (approximately $10.7 million) in the same period last year. TSG continues to advance the expansion and enhancement of its operations while strengthening its marketing and sales capabilities both domestically and internationally. TSG has also expanded product development across its two main sectors and successfully secured numerous tenders with Israeli municipalities during 2024. Following the successful completion of its IPO on the Tel Aviv Stock Exchange, TSG is actively pursuing mergers and acquisitions initiatives to enhance its capabilities and further capitalize on its business potential.”

“Over the past year, Zap Group, Israel's leading consumer websites company, has demonstrated agility in adapting to evolving market dynamics. The launch of its groundbreaking E-Commerce Marketplace platform marks a pivotal transformation in its business model. By integrating cutting-edge technology and service-driven solutions, Zap Group has enhanced its relationships with small and medium-sized businesses, driving higher sales volumes, while deepening connections with end consumers through a 360-degree, holistic experience. In its first year of operation, the Marketplace platform has delivered remarkable results, with tens of thousands of transactions generating tens of millions of NIS. Currently, over 400 stores feature more than 100,000 products, reflecting strong adoption and success. The platform enables businesses to engage directly with consumers, fostering personalized relationships, leveraging data-driven insights, and effectively managing customer journeys. This innovation positions Zap Group at the forefront of Israel’s digital economy. In response to broader economic challenges, including the geopolitical situation in Israel since October 2023, Zap Group has adopted a prudent approach to investments and operations. While prioritizing operational efficiency and cost optimization, Zap Group remains committed to growth. As it continues to expand its digital platforms, enhance customer engagement, and optimize data management, Zap Group is well-positioned to deliver seamless and value-driven e-commerce experiences.”

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

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 instability, 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, 2023, filed with the U.S. Securities and Exchange Commission on May 15, 2024, 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.