Constellation Software Inc. Announces Results for the First Quarter Ended March 31, 2015 and Declares Quarterly Dividend

Actualizado el 29 de abril, 2015 - 23.02hs.

TORONTO, ONTARIO -- (Marketwired) -- 04/29/15 -- Constellation Software Inc. (TSX: CSU) ("Constellation" or the "Company") today announced its financial results for the first quarter ended March 31, 2015 and declared a $1.00 per share dividend payable on July 3, 2015 to all common shareholders of record at close of business on June 17, 2015. This dividend has been designated as an eligible dividend for the purposes of the Income Tax Act (Canada). Please note that all dollar amounts referred to in this press release are in U.S. Dollars unless otherwise stated.

The following press release should be read in conjunction with the Company's Unaudited Condensed Consolidated Interim Financial Statements for the three months ended March 31, 2015 and the accompanying notes, our Management Discussion and Analysis for the three months ended March 31, 2015 and with our annual Consolidated Financial Statements, prepared in accordance with International Financial Reporting Standards ("IFRS") and our annual Management's Discussion and Analysis for the year ended December 31, 2014, which can be found on SEDAR at www.sedar.com and on the Company's website www.csisoftware.com. Additional information about the Company is also available on SEDAR at www.sedar.com.

Q1 2015 Headlines:


--  Revenue grew 7% (negative 2% organic growth) to $423 million compared to
    $395 million in Q1 2014. The approximate impact of changes in foreign
    exchange rates to organic growth was negative 6%.
--  Adjusted EBITA increased $30 million or 49% to $93 million as compared
    to $63 million in Q1 2014.
--  Adjusted Net Income increased 40% to $75 million ($3.52 on a diluted per
    share basis) from $53 million ($2.52 on a diluted per share basis) in Q1
    2014. (See revised definition of Adjusted Net Income below.)
--  Net income increased 270% to $33 million ($1.55 on a diluted per share
    basis) from $9 million ($0.42 on a diluted per share basis) in Q1 2014.
--  Three acquisitions were completed for aggregate cash consideration of
    $22 million (which includes acquired cash). Deferred payments associated
    with these acquisitions have an estimated value of $1 million.
--  Cash flows from operations for the first quarter of 2015 were $113
    million, an increase of 13%, or $13 million, compared to $100 million
    for the comparable period in 2014.
--  The amount drawn on the Company's credit facilities decreased to $204
    million from $216 million in Q4 2014.

First quarter 2015 revenue was $423 million, an increase of 7%, or $28 million, compared to $395 million for the comparable period in 2014. The increase is mainly attributable to growth from acquisitions as the Company experienced negative organic growth of 2%.

Adjusted EBITA for the first quarter 2015 was $93 million, a 49% increase compared to the prior year's first quarter Adjusted EBITA of $63 million. First quarter 2015 Adjusted EBITA per share on a diluted basis increased 49% to $4.41, compared to $2.96 for the same period last year. Adjusted EBITA margin was 22% for the three months ended March 31, 2015 compared to 16% for the prior year's first quarter.

Adjusted Net Income for the first quarter 2015 was $75 million, compared to the prior year's first quarter Adjusted Net Income of $53 million, a 40% increase. First quarter 2015 Adjusted Net Income per share on a diluted basis increased 40% to $3.52 compared to $2.52 for the prior year's first quarter.

Net income for the first quarter 2015 was $33 million, compared to the prior year's first quarter Net income of $9 million. Net income per share on a diluted per share basis for the first quarter of 2015 increased 270% to $1.55, compared to $0.42 for the first quarter of 2014.

Cash flows from operations for the first quarter of 2015 were $113 million, an increase of 13%, or $13 million, compared to $100 million for the comparable period in 2014.

The following table displays our revenue by reportable segment and the percentage change for the three months ended March 31, 2015 compared to the same periods in 2014:


                                   -----------------------------------------
                                    Three months ended   Period-Over-Period
                                         March 31,             Change
                                   -----------------------------------------
                                         2015      2014         $          %
                                   -----------------------------------------
                                            ($M, except percentages)
Public Sector
Licenses                                 19.3      16.2       3.1        19%
Professional services                    74.8      75.2      (0.4)        0%
Hardware and other                       25.3      28.6      (3.3)      -11%
Maintenance and other recurring         171.5     157.8      13.7         9%
                                   -----------------------------------------
                                        290.9     277.8      13.1         5%
                                   -----------------------------------------
                                   -----------------------------------------

Private Sector
Licenses                                 11.0      10.3       0.8         8%
Professional services                    17.9      16.6       1.3         8%
Hardware and other                        5.7       5.2       0.5        10%
Maintenance and other recurring          97.3      84.9      12.4        15%
                                   -----------------------------------------
                                        132.0     117.1      14.9        13%
                                   -----------------------------------------

Public Sector

For the quarter ended March 31, 2015, total revenue in the public sector reportable segment increased 5%, or $13 million, to $291 million, compared to $278 million for the quarter ended March 31, 2014. Revenue growth from acquired businesses was significant as we completed 14 acquisitions since the beginning of 2014 in our public sector segment. It is estimated that acquisitions completed since the beginning of 2014 contributed approximately $21 million to our Q1 2015 revenues. Organic revenue growth was negative 3% in Q1 2015 compared to the same period in 2014. For the quarter ended March 31, 2015, the appreciation of the US dollar against most major currencies in which the Company transacts business resulted in an approximate 6% reduction in the public sector revenue organic growth rate compared to the first quarter of 2014.

Private Sector

For the quarter ended March 31, 2015, total revenue in the private sector reportable segment increased 13%, or $15 million, to $132 million, compared to $117 million for the quarter ended March 31, 2014. Revenue growth from acquired businesses was significant for the three month period as we completed 12 acquisitions since the beginning of 2014 in our private sector segment. It is estimated that acquisitions completed since the beginning of 2014 contributed approximately $17 million to our Q1 2015 revenues. Organic revenue growth was negative 2% compared to the same period in 2014. For the quarter ended March 31, 2015, the appreciation of the US dollar against most major currencies in which the Company transacts business resulted in an approximate 5% reduction in the private sector revenue organic growth rate compared to the first quarter of 2014.

Conference Call and Webcast

Management will host a conference call at 8:00 a.m. (ET) on Thursday, April 30, 2015 to answer questions regarding the results. The teleconference numbers are 416-340-2220 or 866-225-9256. The call will also be webcast live and archived on Constellation's website at www.csisoftware.com.

A replay of the conference call will be available as of 11:30 a.m. ET the same day until 11:59 p.m. ET on May 13, 2015. To access the replay, please dial 905-694-9451 or 800-408-3053 followed by the passcode 8390412.

Forward Looking Statements

Certain statements herein may be "forward looking" statements that involve known and unknown risks, uncertainties and other factors that may cause the actual results, performance or achievements of Constellation or the industry to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Forward looking statements involve significant risks and uncertainties, should not be read as guarantees of future performance or results, and will not necessarily be accurate indications of whether or not such results will be achieved. A number of factors could cause actual results to vary significantly from the results discussed in the forward looking statements. These forward looking statements reflect current assumptions and expectations regarding future events and operating performance and are made as of the date hereof and Constellation assumes no obligation, except as required by law, to update any forward looking statements to reflect new events or circumstances.

Non-IFRS Measures

The term "Adjusted EBITA" refers to net income before adjusting for finance and other income, finance costs, income taxes, share in net income or loss of equity investees, impairment of non-financial assets, amortization, and foreign exchange gain or loss. The Company believes that Adjusted EBITA is useful supplemental information as it provides an indication of the results generated by the Company's main business activities prior to taking into consideration how those activities are financed and taxed and also prior to taking into consideration intangible asset amortization and the other items listed above. "Adjusted EBITA margin" refers to the percentage that Adjusted EBITA for any period represents as a portion of total revenue for that period. Previously the Company has reported "Adjusted EBITDA" in certain financial disclosures, but has determined that Adjusted EBITA is a more meaningful measure going forward. Adjusted EBITDA refers to Adjusted EBITA as defined above then further excludes depreciation. The Company uses depreciation as a proxy for the cash flows used to purchase property and equipment required to support the Company's main business activities. As such, the Company believes Adjusted EBITA is a more useful measure then Adjusted EBITDA.

"Adjusted net income" means net income adjusted for non-cash expenses (income) such as amortization of intangible assets, deferred income taxes, the TSS membership liability revaluation charge, and certain other expenses (income), and excludes the portion of the adjusted net income of Total Specific Solutions (TSS) B.V. ("TSS") attributable to the minority owners of TSS. The Company believes that Adjusted net income is useful supplemental information as it provides an indication of the results generated by the Company's main business activities prior to taking into consideration amortization of intangible assets, deferred income taxes, the TSS membership liability revaluation charge, and certain other non-cash expenses (income) incurred or recognized by the Company from time to time, and adjusts for the portion of TSS' Adjusted net income not attributable to shareholders of Constellation. "Adjusted net income margin" refers to the percentage that Adjusted net income for any period represents as a portion of total revenue for that period.

Adjusted EBITA and Adjusted net income are not recognized measures under IFRS and, accordingly, readers are cautioned that Adjusted EBITA and Adjusted net income should not be construed as alternatives to net income determined in accordance with IFRS. The Company's method of calculating Adjusted EBITA and Adjusted net income may differ from other issuers and, accordingly, Adjusted EBITA and Adjusted net income may not be comparable to similar measures presented by other issuers. Adjusted EBITA includes 100% of the Adjusted EBITA of TSS.

The following table reconciles Adjusted EBITA to net income:


                                              ------------------------------
                                                    Three months ended
                                                        March 31,
                                              ------------------------------
                                                        2015           2014
                                              ------------------------------
                                                 ($M, except percentages)

Total revenue                                          422.9          394.8
                                              ------------------------------
                                              ------------------------------

Net income                                              32.9            8.9
Adjusted for:
Income tax expense (recovery)                           11.4            8.2
Foreign exchange (gain) loss                            (1.7)           0.2
TSS membership liability revaluation charge              6.0              -
Share in net (income) loss of equity investees          (0.7)          (0.1)
Finance and other income                                (0.3)          (0.5)
Finance costs                                            4.3            3.3
Amortization of intangible assets                       41.5           42.8

Adjusted EBITA                                          93.4           62.8
Adjusted EBITA margin                                    22%            16%
                                              ------------------------------

The following table reconciles Adjusted net income to net income:


                                              -----------------------------
                                                    Three months ended
                                                        March 31,
                                              -----------------------------
                                                        2015           2014
                                              -----------------------------
                                                 ($M, except percentages)

Total revenue                                          422.9          394.8
                                              -----------------------------
                                              -----------------------------

Net income                                              32.9            8.9
Adjusted for:
Amortization of intangible assets                       41.5           42.8
TSS membership liability revaluation charge              6.0              -
Less non-controlling interest in the Adjusted
 net income of TSS                                      (3.2)             -
Deferred income tax expense (recovery)                  (2.5)           1.6

Adjusted net income                                     74.7           53.3
Adjusted net income margin                               18%            14%
                                              -----------------------------

About Constellation Software Inc.

Constellation's common shares are listed on the Toronto Stock Exchange under the symbol "CSU". Constellation acquires, manages and builds vertical market software businesses.



CONSTELLATION SOFTWARE INC.
Condensed Consolidated Interim Statements of Financial Position
(In thousands of U.S. dollars)

(Unaudited)
---------------------------------------------------------------------------
                                                  March 31,    December 31,
                                                       2015            2014
---------------------------------------------------------------------------
Assets

Current assets:
  Cash                                       $      131,817  $       70,679
  Accounts receivable                               229,226         200,056
  Work in progress                                   60,626          51,483
  Inventories                                        25,426          25,246
  Other assets                                       74,027          63,294
  -------------------------------------------------------------------------
                                                    521,122         410,758

Non-current assets:
  Property and equipment                             35,166          37,227
  Deferred income taxes                              57,007          60,763
  Other assets                                       35,292          36,942
  Intangible assets                                 838,294         887,435
  -------------------------------------------------------------------------
                                                    965,759       1,022,367
---------------------------------------------------------------------------
Total assets                                 $    1,486,881  $    1,433,125
---------------------------------------------------------------------------

Liabilities and Shareholders' Equity

  Current liabilities:
  Bank indebtedness                          $       69,688  $       66,326
  TSS membership liability                           17,673          17,345
  Accounts payable and accrued liabilities          224,008         244,996
  Dividends payable                                  21,387          21,192
  Deferred revenue                                  459,091         347,336
  Provisions                                         10,191          13,399
  Acquisition holdback payments                      23,840          22,665
  Income taxes payable                               23,598          25,588
  -------------------------------------------------------------------------
                                                    849,476         758,847

Non-current liabilities:
  Bank indebtedness                                 133,798         149,654
  TSS membership liability                           31,087          30,515
  Debentures                                         72,495          78,642
  Deferred income taxes                              99,601         107,275
  Acquisition holdback payments                       3,579           3,603
  Other liabilities                                  37,369          44,758
  -------------------------------------------------------------------------
                                                    377,929         414,447
---------------------------------------------------------------------------

Total liabilities                                 1,227,405       1,173,294
---------------------------------------------------------------------------


Shareholders' equity:
  Capital stock                                      99,283          99,283
  Accumulated other comprehensive income            (31,379)        (19,290)
  Retained earnings                                 191,572         179,838
  -------------------------------------------------------------------------
                                                    259,476         259,831
---------------------------------------------------------------------------



Total liabilities and shareholders' equity   $    1,486,881  $    1,433,125
---------------------------------------------------------------------------

CONSTELLATION SOFTWARE INC.
Condensed Consolidated Interim Statements of Income
(In thousands of U.S. dollars, except per share amounts)

Three months ended March 31, 2015 and 2014
(Unaudited)
---------------------------------------------------------------------------
                                                       2015            2014
---------------------------------------------------------------------------


Revenue
  License                                    $       30,325  $       26,481
  Professional services                              92,706          91,810
  Hardware and other                                 31,048          33,792
  Maintenance and other recurring                   268,812         242,766
---------------------------------------------------------------------------
                                                    422,891         394,849

Expenses
  Staff                                             221,852         225,672
  Hardware                                           17,785          18,739
  Third party license, maintenance and
   professional services                             38,800          35,319
  Occupancy                                          10,581           9,958
  Travel                                             11,810          11,415
  Telecommunications                                  4,086           3,945
  Supplies                                            9,559           8,707
  Professional fees                                   4,807           5,039
  Other, net                                          6,284           9,141
  Depreciation                                        3,926           4,087
  Amortization of intangible assets                  41,481          42,802
---------------------------------------------------------------------------
                                                    370,971         374,824


Foreign exchange loss (gain)                         (1,723)            172
TSS membership liability revaluation charge           6,030               -
Share in net (income) loss of equity
 investee                                              (690)          (120)
Finance and other income                               (258)          (468)
Finance costs                                         4,283           3,314
---------------------------------------------------------------------------
                                                      7,642           2,898

Income before income taxes                           44,278          17,127

Current income tax expense (recovery)                13,896           6,611
Deferred income tax expense (recovery)               (2,544)          1,620
---------------------------------------------------------------------------
Income tax expense (recovery)                        11,352           8,231
---------------------------------------------------------------------------

Net income                                           32,926           8,896
---------------------------------------------------------------------------

Earnings per share
  Basic and diluted                          $         1.55  $         0.42
---------------------------------------------------------------------------

CONSTELLATION SOFTWARE INC.
Condensed Consolidated Interim Statements of Comprehensive Income
(In thousands of U.S. dollars, except per share amounts)

Three months ended March 31 2015 and 2014
(Unaudited)
---------------------------------------------------------------------------
                                                       2015            2014
---------------------------------------------------------------------------

Net income                                   $       32,926  $        8,896

Items that are or may be reclassified
 subsequently to net income:

  Net change in fair value of available-for-
   sale financial asset during the period                 -              93

  Net change in fair value of derivatives
   designated as hedges during the period              (230)              -

  Amounts reclassified to profit during the
   period related to realized gains on
   available-for-sale financial asset                     -            (264)

  Foreign currency translation differences
   from foreign operations                          (11,929)            320

  Current income tax recovery (expense)                   -              35

  Deferred income tax recovery (expense)                 70             (12)
---------------------------------------------------------------------------

Other comprehensive (loss) income for the
 period, net of income tax                          (12,089)            172
---------------------------------------------------------------------------

Total comprehensive income for the period    $       20,837  $        9,068
---------------------------------------------------------------------------

CONSTELLATION SOFTWARE INC.
Condensed Consolidated Interim Statements of Changes in Equity
(In thousands of U.S. dollars)

(Unaudited)
----------------------------------------------------------------------------
Three months ended March 31, 2015
                                                 Accumulated other
                               Capital             comprehensive
                                 stock             income/(loss)

                                                                     Amounts
                                         Cumulative     Amounts      related
                                        translation     related           to
                                            account          to       gains/
                                                         gains/       losses
                                                         losses           on
                                                             on   available-
                                                    derivatives         for-
                                                       designed         sale
                                                             as    financial
                                                         hedges       assets

Balance at January 1, 2015    $ 99,283 $    (18,880) $     (410) $         -

Total comprehensive income
 for the year

Net income                           -            -           -            -

Other comprehensive income
 (loss)

Net change in fair value of
 available-for-sale financial
 asset during the year               -            -           -            -

Net change in fair value of
 derivatives designated as
 hedges during the year              -            -        (230)           -

Amounts reclassified to
 profit during the year
 related to realized gains on
 available-for-sale financial
 assets                              -            -           -            -

Foreign currency translation
 differences from foreign
 operations                          -      (11,929)          -            -

Current tax recovery
 (expense)                           -            -           -            -

Deferred tax recovery
 (expense)                           -            -          70            -
----------------------------------------------------------------------------

Total other comprehensive
 income (loss) for the year          -      (11,929)       (160)           -

----------------------------------------------------------------------------
Total comprehensive income
 (loss) for the year                 -      (11,929)       (160)           -
----------------------------------------------------------------------------

Transactions with owners,
 recorded directly in equity
 Dividends to shareholders of
  the Company                        -            -           -            -

----------------------------------------------------------------------------
Balance at March 31, 2015     $ 99,283 $    (30,809) $     (570) $         -
----------------------------------------------------------------------------

                                                 Total
                                           accumulated
                                                 other
                                         comprehensive   Retained
                                         income/(loss)   earnings     Total













Balance at January 1, 2015                $    (19,290) $ 179,838  $259,831

Total comprehensive income
 for the year

Net income                                           -     32,926    32,926

Other comprehensive income
 (loss)

Net change in fair value of
 available-for-sale financial
 asset during the year                               -          -         -

Net change in fair value of
 derivatives designated as
 hedges during the year                           (230)         -      (230)

Amounts reclassified to
 profit during the year
 related to realized gains on
 available-for-sale financial
 assets                                              -          -         -

Foreign currency translation
 differences from foreign
 operations                                    (11,929)         -   (11,929)

Current tax recovery
 (expense)                                           -          -         -

Deferred tax recovery
 (expense)                                          70          -        70
---------------------------------------------------------------------------

Total other comprehensive
 income (loss) for the year                    (12,089)         -   (12,089)

---------------------------------------------------------------------------
Total comprehensive income
 (loss) for the year                           (12,089)    32,926    20,837
---------------------------------------------------------------------------

Transactions with owners,
 recorded directly in equity
 Dividends to shareholders of
  the Company                                        -    (21,192)  (21,192)

---------------------------------------------------------------------------
Balance at March 31, 2015                 $    (31,379) $ 191,572  $259,476
---------------------------------------------------------------------------

CONSTELLATION SOFTWARE INC.
Condensed Consolidated Interim Statements of Changes in Equity
(In thousands of U.S. dollars)

(Unaudited)
----------------------------------------------------------------------------
Three months ended March 31, 2014
                                               Accumulated other
                             Capital             comprehensive
                               stock             income/(loss)

                                                                    Amounts
                                       Cumulative       Amounts     related
                                      translation       related          to
                                          account            to      gains/
                                                         gains/      losses
                                                         losses          on
                                                             on  available-
                                                    derivatives        for-
                                                       designed        sale
                                                             as   financial
                                                         hedges      assets

Balance at January 1, 2014  $ 99,283 $        (32) $          - $       481

Total comprehensive income
 for the year

Net income                         -            -             -           -

Other comprehensive income
 (loss)

Net change in fair value of
 available-for-sale
 financial assets during
 the year                          -            -             -          93

Amounts reclassified to
 profit during the year
 related to realized gains
 on available-for-sale
 financial assets                  -            -             -        (264)

Foreign currency
 translation differences
 from foreign operations           -          320             -           -

Current tax recovery
 (expense)                         -           35             -           -

Deferred tax recovery
 (expense)                         -          (12)            -
----------------------------------------------------------------------------

Total other comprehensive
 income for the year               -          343             -        (171)
----------------------------------------------------------------------------

Total comprehensive income
 for the year                      -          343             -        (171)
----------------------------------------------------------------------------

Transactions with owners,
 recorded directly in
 equity
 Dividends to shareholders
  of the Company                   -            -             -           -

Balance at March 31, 2014   $ 99,283 $        311  $          - $       310
----------------------------------------------------------------------------

                                                Total
                                          accumulated
                                                other
                                        comprehensive    Retained
                                        income/(loss)    earnings     Total













Balance at January 1, 2014               $        449  $  166,267  $265,999

Total comprehensive income
 for the year

Net income                                          -       8,896     8,896

Other comprehensive income
 (loss)

Net change in fair value of
 available-for-sale
 financial assets during
 the year                                          93           -        93

Amounts reclassified to
 profit during the year
 related to realized gains
 on available-for-sale
 financial assets                                (264)          -      (264)

Foreign currency
 translation differences
 from foreign operations                          320           -       320

Current tax recovery
 (expense)                                         35           -        35

Deferred tax recovery
 (expense)                                        (12)          -       (12)
---------------------------------------------------------------------------

Total other comprehensive
 income for the year                              172           -       172
---------------------------------------------------------------------------

Total comprehensive income
 for the year                                     172       8,896     9,068
---------------------------------------------------------------------------

Transactions with owners,
 recorded directly in
 equity
 Dividends to shareholders
  of the Company                                    -     (21,192)  (21,192)

Balance at March 31, 2014                $        621  $  153,971  $253,875
---------------------------------------------------------------------------

CONSTELLATION SOFTWARE INC.
Condensed Consolidated Interim Statements of Cash Flows
(In thousands of U.S. dollars)

Three months ended March 31, 2015 and 2014
(Unaudited)
---------------------------------------------------------------------------
                                                       2015            2014
---------------------------------------------------------------------------

Cash flows from operating activities:
  Net income                                 $       32,926  $        8,896
  Adjustments for:
    Depreciation                                      3,926           4,087
    Amortization of intangible assets                41,481          42,802
    TSS membership liability revaluation
     charge                                           6,030               -
    Share in net (income) loss of equity
     investee                                          (690)           (120)
    Finance and other income                           (258)           (468)
    Finance costs                                     4,283           3,314
    Income tax expense (recovery)                    11,352           8,231
    Foreign exchange loss (gain)                     (1,723)            172
  Change in non-cash operating working
   capital exclusive of effects of business          29,939          37,896
   combinations
  Income taxes paid                                 (14,618)         (5,285)
---------------------------------------------------------------------------
Net cash flows from operating activities            112,648          99,525

Cash flows from (used in) financing
 activities:
  Interest paid                                      (3,591)         (2,215)
  Increase (decrease) in bank indebtedness,
   net                                                3,500           6,601
  Dividends paid                                    (21,192)        (21,192)
---------------------------------------------------------------------------
  Net cash flows from (used in) in financing
   activities                                       (21,283)        (16,806)

Cash flows from (used in) investing
 activities:
  Acquisition of businesses, net of cash
   acquired                                         (20,511)        (10,834)
  Post-acquisition settlement payments, net
   of receipts                                       (1,681)         (2,344)
  Proceeds from sale of available-for-sale
   equity securities                                      -             404
  Interest and dividends received                        41             130
  Property and equipment purchased                   (2,138)         (4,218)
---------------------------------------------------------------------------
  Net cash flows used in investing
   activities                                       (24,289)        (16,862)

Effect of foreign currency on cash and cash
 equivalents                                         (5,938)         (1,380)
---------------------------------------------------------------------------

Increase (decrease) in cash and cash
 equivalents                                         61,138          64,477

Cash, beginning of period                            70,679          77,967
---------------------------------------------------------------------------

Cash, end of period                          $      131,817  $      142,444
---------------------------------------------------------------------------

Contacts:
Constellation Software Inc.
Jamal Baksh
Chief Financial Officer
(416) 861-9677
info@csisoftware.com
www.csisoftware.com

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