Executive Summary / Key Takeaways

• Landmark Sapiens Divestiture Validates Holding Company Model: Advent International's acquisition of Formula's insurance-software subsidiary Sapiens for an estimated $775 million capital gain underscores private equity's appetite for mature, cash-flowing AI-enabled software assets and demonstrates Formula's ability to create and monetize value through its portfolio approach.

• Currency Translation Masks Underlying Operational Strength: The 9.3% appreciation of the New Israeli Shekel against the U.S. dollar in Q2 2025 created a $6.4 million swing in financial expenses, turning what would have been solid net income growth into a 20.1% decline. This foreign exchange headwind is a structural cost of Formula's geographic diversification that investors must normalize when evaluating true earnings power.

• Acquisition-Driven Growth Strategy Shows Mixed Results: While revenue reached record highs of $743.4 million in Q2 2025 (+11.3% YoY) and $754.7 million in Q1 2025 (+8.1% YoY), the consistent M&A activity from 2021-2024 ($85.78M, $57.44M, $48.84M, $80.21M respectively) has pressured margins and created integration costs that are evident in the company's 7.83% operating margin, which trails most direct competitors.

• Holding Company Structure Provides Diversification at the Cost of Complexity: Formula's position as a technology investment group with subsidiaries across software solutions, IT services, and infrastructure creates natural hedges against single-market downturns but results in a conglomerate discount reflected in its 0.90x price-to-sales ratio, significantly below pure-play software peers.

• Valuation Appears Stretched Relative to Profitability Profile: Trading at $170.63 with a P/E ratio of 35.56 and ROE of 13.61% (below the 16% industry average), Formula's stock price embeds expectations for margin expansion that may prove difficult to achieve given ongoing integration costs, geopolitical risks from its Israel base, and competitive pressure from larger, more focused rivals.

Setting the Scene: The Holding Company That Builds and Harvests

Formula Systems (1985) Ltd., founded in 1985 and headquartered in Or Yehuda, Israel, operates as a global information technology group that has mastered the art of incubating, scaling, and monetizing technology assets across diverse markets. Unlike pure-play software vendors that bet their future on a single platform, Formula functions as a technology investment holding company, developing proprietary software products while providing software consulting services and computer-based business solutions through a network of subsidiaries and affiliates spanning Israel, the United States, Europe, Africa, and Japan.

This structure, which positioned Formula as a member of the Asseco Group (ASE.WA) after the Polish software maker acquired a 50.2% stake in 2010, creates a unique value proposition. The company can nurture specialized technology companies like Sapiens International, granting them access to capital markets and group-wide execution capabilities while allowing them to maintain entrepreneurial agility. When these assets reach maturity and attract premium valuations from strategic or financial buyers, Formula can harvest gains and redeploy capital into the next generation of opportunities. The August 2025 announcement that Advent International would acquire Sapiens in an all-cash transaction, generating an estimated $775 million capital gain, validates this model in real time.

The Sapiens portfolio exemplifies Formula's approach to building deep moats in vertical markets. The company's insurance software solutions include Sapiens CoreSuite and IDITSuite for property and casualty, Sapiens Platform and related tools for life, pension, and annuities, and Sapiens ReinsuranceMaster for reinsurance. These aren't generic platforms; they represent decades of accumulated domain expertise embedded in code, enabling insurers to manage complex regulatory compliance, underwriting workflows, and claims processing across multiple jurisdictions. This specialization creates high switching costs and sticky revenue streams, making such assets highly attractive to private equity buyers seeking predictable cash flows with AI-enabled growth potential.

Technology and Strategic Differentiation: The Sapiens Moat and Beyond

The Sapiens divestiture reveals Formula's ability to create substantial value through proprietary technology development. Sapiens' platforms offer integrated, low-code insurance solutions with significantly higher efficiency in regulatory compliance and data management compared to general-purpose alternatives. This translates to superior customer loyalty and pricing power, with recurring revenue streams that likely exceed 70% of the software segment's total. The estimated $775 million capital gain from the sale suggests Advent International is paying a multiple that reflects not just current cash flows but the embedded option value of AI-driven automation in insurance workflows.

Beyond Sapiens, Formula's portfolio includes Matrix, an IT services and integration provider with deep roots in Israel's technology ecosystem, and Magic Software (MGIC), which offers application development and business process integration platforms. This diversification across software products, professional services, and infrastructure solutions creates cross-selling opportunities and revenue stability that pure-play competitors lack. When a client engages Matrix for digital transformation consulting, Formula can introduce Sapiens for insurance automation or Magic for application development, capturing more value from each relationship.

However, this breadth comes at a cost. Formula's gross margin of 24.51% sits well below Guidewire (GWRE)'s 63.13% and Pegasystems (PEGA)'s 75.74%, reflecting the lower-margin IT services and infrastructure components that dilute the high-margin software revenue. The company's operating margin of 7.83% trails SS&C Technologies (SSNC)'s 23.32% and EPAM (EPAM)'s 10.68%, indicating that the holding company structure creates overhead and complexity that compresses profitability. This margin gap represents the central tension in Formula's investment thesis: does the diversification benefit outweigh the efficiency cost?

Financial Performance: Growth Masked by Currency and Integration Costs

Formula's recent financial results tell a story of solid operational performance obscured by external headwinds and strategic investments. In Q2 2025, revenue reached an all-time high of $743.4 million, up 11.3% year-over-year, driven by robust demand in software services and enterprise automation despite uneven global IT spending. The first quarter showed similar strength with $754.7 million in revenue (+8.1% YoY). This consistent top-line growth demonstrates the company's ability to expand its footprint across markets, likely through a combination of organic growth and contributions from recent acquisitions.

The profitability picture, however, reveals the strain of Formula's growth strategy. Operating income for the first half of 2025 grew 8.5% to $138.4 million, roughly in line with revenue growth, suggesting stable operating leverage. Yet net income attributable to shareholders in Q2 2025 declined 20.1% to $15.1 million ($0.95 per diluted share) from $18.8 million ($1.20 per share) in the prior year. This divergence between operating and net income stems primarily from a $6.4 million increase in financial expenses, which totaled $10.2 million in Q2 2025 versus $3.8 million in Q2 2024.

The culprit is currency translation. The New Israeli Shekel appreciated 9.3% against the U.S. dollar during Q2 2025, adversely impacting the reported U.S. dollar value of Formula's monetary assets, including cash and trade receivables denominated in dollars. This foreign exchange loss is a real economic cost that reflects Formula's geographic diversification, but it masks underlying operational performance. Absent this headwind, net income would have likely grown in line with operating income, demonstrating the company's ability to convert revenue growth to bottom-line results.

The balance sheet shows the financial footprint of Formula's acquisition strategy. At June 2025, debt stood at $501.7 million, up from $472.7 million in the prior year,

while cash and equivalents were $406.2 million, resulting in net debt of approximately $95.5 million. This modest net debt position, with a debt-to-equity ratio of 0.40, provides adequate financial flexibility, though the trend of rising debt to fund acquisitions bears monitoring. The company's cash position decreased from $563.2 million at year-end 2024 to $526.8 million at March 2025, likely reflecting acquisition payments and working capital needs.

Formula's commitment to returning capital to shareholders is evident in its dividend history. The board approved a Q2 2025 dividend of NIS 1.69 per share (approximately $0.50), totaling NIS 25.9 million (~$7.7 million), continuing a track record of payouts spanning at least ten years. With a payout ratio of 29.69% and dividend yield of 1.44%, Formula strikes a balance between reinvesting in growth and rewarding shareholders, though the retention of 74% of profits suggests management sees continued opportunities for value-creating investments.

Competitive Context: Diversification vs. Focus

Formula's competitive positioning reflects the trade-offs of its holding company model against focused pure-plays. In insurance software, Sapiens competed directly with Guidewire in property and casualty, but Sapiens' broader coverage of life, pension, annuities, and reinsurance created differentiation. While Guidewire's cloud-native architecture offers superior scalability for high-volume P&C claims processing, Sapiens' platforms provide materially deeper insurance-specific integrations and notably better compliance handling across multiple regulatory regimes. This specialization allowed Formula to capture cross-selling opportunities in global insurers that Guidewire couldn't address, though Guidewire's 26.5% revenue growth in Q1 FY2026 and 63.13% gross margins demonstrate the power of a focused, cloud-first strategy.

Against SS&C Technologies, Formula's Sapiens unit offered similar insurance administration capabilities but with greater customization for mid-tier insurers. SS&C's adjusted EBITDA margins of approximately 40% and operating margins of 23.32% reflect the efficiency of its centralized, scale-driven approach, which generates superior profitability compared to Formula's 7.83% operating margin. However, SS&C's 7% revenue growth pales against Formula's 11-23% growth rates, illustrating the trade-off between scale and growth velocity.

In IT services, Formula's Matrix subsidiary competes with EPAM Systems, offering custom software development and integration. EPAM's 19.4% revenue growth and 10.68% operating margin are comparable to Formula's performance, but EPAM's global talent scale and nearshore delivery model provide advantages in project-based work. Formula counters with cost-competitive delivery from Israel and Europe, leveraging regional network effects to win deals with 5% margin advantages in certain markets, though this advantage erodes when competing for the largest global contracts.

Pegasystems represents a threat in customer engagement and BPM, where its low-code platforms enable faster deployment than Formula's custom development approach. PEGA's 75.74% gross margin and 16.05% profit margin reflect the scalability of its software model, but Formula's end-to-end insurance focus and integrated services reduce client fragmentation and create stickier relationships. The Sapiens sale validates Formula's ability to build assets that strategic buyers value, even if day-to-day margins suffer from integration costs.

Risks and Asymmetries: What Could Break the Thesis

The most material risk to Formula's investment thesis stems from its geographic concentration in Israel. While the company operates globally, its headquarters and significant operations in Israel expose it to regional instability that could disrupt operations, increase insurance costs, and create talent retention challenges. This geopolitical risk is not theoretical; it represents a structural disadvantage compared to U.S.-based competitors like Guidewire and SS&C, whose stable domestic bases allow them to promise uninterrupted service delivery. Any escalation in regional conflict could trigger client concerns about business continuity, potentially pressuring revenue by 2-5% and compressing margins as the company invests in redundancy and risk mitigation.

Acquisition integration costs present a second major risk. The Sapiens divestiture follows years of acquisitions totaling $272.27 million from 2021-2024. While these deals drive revenue growth, they create short-term expenses that materially erode net margins. The 20.1% decline in Q2 2025 net income despite solid operating performance illustrates this dynamic. If Formula continues its acquisition spree, investors must accept that reported earnings will understate operational progress for 12-24 months post-deal, creating valuation volatility and potential multiple compression.

Currency volatility acts as a persistent headwind that masks true earnings power. The 9.3% NIS appreciation in Q2 2025 created a $6.4 million financial expense swing, turning growth into decline at the net income line. With Formula's significant operations in Israel and substantial USD-denominated assets, this risk is structural and recurring. While hedging can mitigate some impact, complete elimination is impossible, meaning investors must normalize earnings for currency effects to assess true performance—a complexity that may justify a valuation discount.

Competitive pressure from cloud giants and low-code platforms threatens Formula's services revenue. As Oracle (ORCL) and Salesforce (CRM) bundle more capabilities into their platforms, and as no-code tools from companies like Bubble make custom development more accessible, Formula's IT services margins face pressure. This could compress the segment's profitability by mid-single digits over time, offsetting gains from higher-margin software products.

Valuation Context: Pricing a Conglomerate

At $170.63 per share, Formula trades at a market capitalization of $2.59 billion and an enterprise value of $2.80 billion, reflecting a 0.97x enterprise-to-revenue multiple. This valuation sits well below pure-play software peers: Guidewire trades at 13.13x revenue, Pegasystems at 5.81x, and SS&C at 4.50x. The discount reflects Formula's conglomerate structure, lower margins, and geopolitical risk, but also suggests the market may be undervaluing the sum-of-the-parts potential.

The P/E ratio of 35.56 and price-to-book of 3.32 indicate the stock is priced for growth, yet the 13.61% ROE trails the 16% industry average and lags SS&C's 12.30% (adjusted for scale) and EPAM's 10.21%. More telling is the free cash flow yield: with TTM free cash flow of $295.49 million, Formula trades at a P/FCF multiple of approximately 8.8x, suggesting the market assigns little value to future growth. This contrasts sharply with Guidewire's 62.91x P/FCF, where investors pay a premium for recurring subscription revenue.

The debt-to-equity ratio of 0.40 and current ratio of 1.60 indicate a solid balance sheet, though the trend of rising debt to fund acquisitions warrants monitoring. The 1.44% dividend yield and 29.69% payout ratio demonstrate a balanced capital allocation approach, but the retention of 74% of profits for reinvestment suggests management sees continued value-creating opportunities.

For a holding company of Formula's nature, sum-of-the-parts analysis may be more appropriate than traditional multiples. The Sapiens sale at an estimated $775 million gain validates this approach, implying the remaining portfolio may be similarly undervalued in the consolidated financials. However, the complexity of tracking multiple subsidiaries and the lack of detailed segment reporting create information asymmetries that may persistently limit multiple expansion.

Conclusion: A Value-Unlocking Story with Execution Risks

Formula Systems has demonstrated its ability to build and monetize valuable technology assets, with the Sapiens divestiture serving as powerful validation of its holding company model. The company's diversified portfolio provides natural hedges against single-market downturns, while its geographic reach and vertical specialization create competitive moats in niche segments. Revenue growth of 11-23% across recent quarters, combined with a solid balance sheet and consistent dividend policy, suggests a company executing on its strategic vision.

However, the investment thesis faces meaningful headwinds. Currency translation effects create persistent earnings volatility that masks operational performance. Acquisition integration costs pressure margins and complicate financial analysis. Geopolitical risk from the Israel base represents a structural disadvantage versus U.S.-based peers. Most critically, the company's 7.83% operating margin and 2.38% profit margin trail focused competitors, raising questions about whether the diversification benefits justify the complexity costs.

The stock's valuation at 0.90x sales and 35.56x earnings appears to price in margin expansion that may prove elusive without significant operational improvements. For the thesis to play out, Formula must demonstrate that the Sapiens sale is not a one-off event but a repeatable model for value creation across its portfolio. Investors should monitor management's capital allocation decisions closely: will proceeds from the Sapiens sale fund more acquisitions, driving growth but pressuring margins, or will they be returned to shareholders or used to de-lever?

The central variables to watch are Formula's ability to integrate future acquisitions more efficiently, its success in mitigating currency headwinds through operational hedging, and its capacity to improve consolidated margins while maintaining growth. If the company can execute on these fronts, the current valuation may represent an attractive entry point for a unique technology holding company. If not, the conglomerate discount may persist, limiting upside even as individual portfolio assets prove valuable.