FOR IMMEDIATE RELEASE

FOR IMMEDIATE RELEASE

Contact: Gad Goldstein, President, Formula Systems Ltd. 011-972-9959-8800.

Formula Systems Announces Third Quarter Results

Consolidation of business units
Additional investment in Sapiens

Herzliya, Israel, November 28, 2002-Formula Systems Ltd., (Nasdaq:FORTY), a leading provider of information technology products, solutions and services, today is pleased to announce its financial results for the third quarter ended September 30, 2002.

Revenues for the third quarter of 2002 totaled approximately $66 million. Revenues for the nine months ended September 30,2002, were $209.7 million. In the first quarter of 2002 the Company ceased to consolidate in its reports its stake in Venture Funds and Start Up companies that were sold to Formula Vision at the end of 2001.

Net income for the third quarter of 2002, was $165,000 and net income for the nine months ended September 30, 2002 was $1.0 million as compared to net loss of $6.9 million and $28.2 million, for the same periods last year respectively.

As part of the Company's plan to simplify our corporate structure, to increase efficiency, and strengthen focus on our principal operating divisions, we have taken the following steps:

During November 2002 the Company sold its stakes in its subsidiaries, New Applicom Ltd., Sintec Advanced Technologies Ltd. and Sivan Training and Systems Ltd. to its subsidiary Matrix IT Ltd. for an aggregate purchase price of approximately NIS 141 million (approximately $29 million).

In November 2002 the Company sold its stake in its subsidiary Liraz Systems Ltd. to its subsidiary Crystal Systems Solutions Ltd in exchange for 2,343,113 shares of Crystal.

On November 21, 2002 Sapiens shareholders approved the Company's proposal to invest an additional $10 million in exchange for a discount conversion price of $0.83 per common share. As part of the transaction the Company will convert all of its preferred shares into common shares at the discount price. The Company will hold approximately 44% of the outstanding shares of Sapiens following the closing of the transaction.

Dan Goldstein, Chairman of Formula, said: "we believe that the fulfillment of our ambitious goals of simplifying and enhancing the efficiency of our corporate structure, creating self contained business units with critical mass and to add new investments to our portfolio, will enable us to start year 2003 with higher revenues, more transparent to our investors and increase the net value of our assets".

Formula Systems 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.

Formula maintains its accounts in New Israeli Shekels ("NIS"). All US dollar figures represent an exchange rate of NIS 4.871 to $1.00 at September 30, 2002.

Safe Harbor Statement under the Private Securities Litigation Reform Act of 1995:

Statements made in this press release that are not historical facts are forward-looking statements. Such statements involve various risks that may cause actual results to differ materially. These risks and uncertainties include, but are not limited to: market demand for the company's products, dependence on strategic partners, integration of new business, successful implementation of Formula's products, economic and competitive factors, international market conditions, management of growth, technological developments, the ability to finance operations and other factors which are detailed in Formula's Securities and Exchange Commission filings, including its most recent report on Form 20-F. Formula undertakes no obligation to publicly release any revision to any forward-looking statement.

Formula Systems (1985) Ltd

(An Israeli corporation)

CONSOLIDATED BALANCE SHEETS

 

September 30,
2002

 

December 31,
2001

 

U.S. $ (in thousands)

CURRENT ASSETS:

 

 

 

Cash and cash equivalents

90,968

 

81,036

Short-term investments

10,383

 

10,913

Trade receivables

70,297

 

86,753

Other accounts receivable

21,501

 

21,396

Inventories

4,817

 

4,796

 

197,966

 

204,894

LONG-TERM INVESTMENTS, LOANS AND RECEIVABLES:

 

 

 

Loans and other investments

11,328

 

8,855

Investments in affiliates

12,597

 

11,256

 

23,925

 

20,111

DEBENTURES

74,643

 

57,107

SEVERANCE PAY FUND

8,142

 

8,764

FIXED ASSETS, NET

27,098

 

30,503

OTHER ASSETS, NET

130,808

 

122,444

 

462,582

 

443,823

CURRENT LIABILITIES:

 

 

 

Credit from banks and others

69,744

 

51,652

Trade payables

27,769

 

36,933

Other accounts payable

55,514

 

67,524

Restructuring accrual

1,674

 

4,692

 

154,701

 

160,801

LONG-TERM LIABILITIES:

 

 

 

Debentures

31,407

 

-

Allowance for expected losses in other investment

2,600

 

-

Deferred taxes

2,006

 

2,006

Customer advances

453

 

717

Liabilities to banks and others

6,560

 

7,893

Accrued severance pay

11,363

 

12,257

Unrealized gain

5,035

 

5,101

 

59,424

 

27,974

MINORITY INTEREST

86,307

 

92,161

SHAREHOLDERS' EQUITY

162,150

 

162,887

 

462,582

 

443,823

Formula Systems (1985) Ltd

(An Israeli corporation)

CONSOLIDATED STATEMENTS OF INCOME

 

Nine months ended

Three months ended

 

September 30,

September 30,

 

2002

2001

2002

2001

 

U.S.$

U.S.$

 

(in thousands, except per share data)

Revenues

209,707

273,869

65,963

92,806

Cost of revenues

135,253

185,491

42,507

61,736

Gross profit

74,454

88,378

23,456

31,070

Research and development costs, net

12,357

13,799

3,991

4,755

Selling, general and administrative expenses

59,250

88,789

19,947

30,189

Depreciation and amortization

3,046

14,051

952

4,920

Restructuring and non-recurring costs

-

6,927

-

911

Operating loss

(199)

(35,188)

(1,434)

(9,705)

Financial income, net

57

1,116

407

974

 

(142)

(34,072)

(1,027)

(8,731)

Other expenses, net

(254)

(7,879)

(224)

(249)

Gain (loss) on realization of investments

2,834

(1,218)

962

(1,158)

Income (loss) before taxes on income

2,438

(43,169)

(289)

(10,138)

Taxes on income

1,252

2,874

270

401

 

1,186

(46,043)

(559)

(10,539)

Company's equity in results of affiliates, net

(483)

(6,250)

(144)

(1,782)

Minority interest, net

300

24,036

868

5,367

Net income (loss)

1,003

(28,257)

165

(6,954)

Earnings per share - basic and fully-diluted:

Net earnings (loss)

0.1

(3.03)

0.02

(0.75)