Constellation Software Inc. Announces Results for the Fourth Quarter and Year Ended December 31, 2012 and Declares Quarterly Dividend

Actualizado el 6 de marzo, 2013 - 23.00hs.

TORONTO, ONTARIO -- (Marketwire) -- 03/06/13 -- Constellation Software Inc. (TSX: CSU) ("Constellation" or the "Company") today announced its financial results for the fourth quarter and fiscal year ended December 31, 2012 and declared a $1.00 per share dividend payable on April 4, 2013 to all common shareholders of record at the close of business on March 18, 2013. 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 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, 2012, 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.

2012 Highlights:


--  Revenue grew 15% to $891 million compared to $773 million in 2011
--  Adjusted EBITDA increased $17 million or 10% to $186 million as compared
    to 2011
--  Adjusted net income increased $32 million or 23% to $172 million ($8.13
    on a fully diluted per share basis) from $140 million ($6.63 on a fully
    diluted per share basis) in 2011
--  Thirty-five acquisitions were completed for aggregate cash consideration
    of $141 million (which includes acquired cash and acquired bank
    indebtedness) plus cash holdbacks of $29 million and estimated value of
    contingent consideration of $10 million
--  Cash flows from operations increased $7 million or 5% to $145 million
    from $138 million in 2011 $35 million in cash proceeds was received and
    a $21 million gain was realized relating to the sale of investments

Q4 2012 Highlights:


--  Revenue grew 32% to $261 million compared to $198 million in Q4 2011.
    Organic revenue growth was 8% compared to 7% in Q4 2011
--  Adjusted EBITDA grew 15% to $54 million compared to Q4 2011
--  Adjusted net income grew 55% to $62 million compared to Q4 2011
--  Thirteen acquisitions were completed in the quarter for aggregate cash
    consideration of $62 million (which includes acquired cash and acquired
    bank indebtedness) plus cash holdbacks of $8 million and estimated value
    of contingent consideration of $2 million

Additional Highlights:


--  Subsequent to December 31, 2012, the Company completed six acquisitions
    for aggregate cash consideration of $32 million
--  For Q1 2013, the Company expects gross revenue to be in the range of
    $245 million to $260 million and expects Adjusted EBITDA margin to be in
    the range of 14% to 18%

Fourth quarter 2012 revenue was $261 million, an increase of 32%, or $63 million, compared to $198 million for the comparable period in 2011. For fiscal year 2012, total revenue was $891 million, an increase of 15%, or $118 million, compared to $773 million for the 2011 fiscal year. The increase for the quarter ended December 31, 2012 relative to the same period in the prior year is largely attributed to growth from acquisitions as organic growth was 8%. The increase for fiscal year 2012 is mainly attributed to growth from acquisitions as organic growth was 1% compared to fiscal year 2011.

Net income for the quarter ended December 31, 2012 increased $21 million to $40 million from $19 million for the same period in 2011. On a fully diluted per share basis this translated into Net income per share of $1.89 in the quarter ended December 31, 2012 compared to Net income per share of $0.92 in the quarter ended December 31, 2011. Net income for the year ended December 31, 2012 was $93 million compared to $157 million in fiscal year 2011. For the year ended December 31, 2012, Net income was reduced due to income tax expense of $18 million compared to income tax recovery of $75 million in 2011. The income tax recovery for the year ended December 31, 2011 was primarily due to a transfer of certain intangible assets from one subsidiary to another. In the prior year, a deferred tax asset was recorded on the increase in fair market value arising on the sale of intellectual property between entities within the Company at the rate of tax of the entity that acquired the assets notwithstanding that the gains are not otherwise recorded for accounting and financial reporting on consolidation. The deferred income tax recovery recorded through profit or loss represented the amount of these deferred income tax deductions that the Company determined was probable of being utilized for income tax deduction purposes in the future. Excluding the deferred income tax recovery, Net income for the year ended December 31, 2012 increased $24 million to $87 million from $63 million in fiscal year 2011. Net income per share on a fully diluted basis for the year increased to $4.11 from $2.99 in fiscal year 2011.

Adjusted EBITDA for the quarter ended December 31, 2012 increased 15% to $54 million compared to $47 million for the same period in 2011. On a fully diluted per share basis this translated into Adjusted EBITDA per share of $2.56 in the quarter ended December 31, 2012 compared to Adjusted EBITDA per share of $2.24 in the quarter ended December 31, 2011. Adjusted EBITDA for the year ended December 31, 2012 increased $17 million to $186 million from $169 million in fiscal year 2011. Adjusted EBITDA per share on a fully diluted basis for the year increased to $8.77 from $7.96 in fiscal year 2011.

Adjusted net income for the quarter ended December 31, 2012 increased 55% to $62 million compared to $40 million for the same period in 2011. On a fully diluted per share basis this translated into Adjusted net income per share of $2.94 in the quarter ended December 31, 2012 compared to Adjusted net income per share of $1.90 in the quarter ended December 31, 2011. The increase in Adjusted net income for the quarter ended December 31, 2012 is largely due to the gains on sales of available-for-sale financial assets. Adjusted net income for the year ended December 31, 2012 increased $32 million, or 23%, to $172 million from $140 million in fiscal year 2011. Adjusted net income per share on a fully diluted basis for the year increased to $8.13 from $6.63 in fiscal year 2011.

Net indebtedness (bank indebtedness less cash) of $3 million, increased by $37 million for the year primarily due to acquisitions. For the year ended December 31, 2012, thirty-five acquisitions were completed, and combined with post-acquisition settlement payments resulted in cash outflows of $139 million. In the prior year, twenty-two acquisitions were completed for net cash consideration, when combined with post-acquisition settlement payments, resulted in cash outflows of $46 million.

The following table displays our revenue by reportable segment and the percentage change for the three and twelve months ended December 31, 2012 compared to the same periods in 2011:


                 ----------------------------- -----------------------------
                   Three months  Period-Over-     Fiscal year  Period-Over-
                       ended        Period           ended        Period
                   December 31,     Change       December 31,     Change
                 ----------------------------- -----------------------------
                     2012    2011       $   %      2012    2011       $   %
                  ($000, except percentages)    ($000, except percentages)
Public Sector
Licenses           15,541  11,511   4,030  35%   48,851  43,748   5,103  12%
Professional
 services          47,335  37,081  10,254  28%  154,815 146,281   8,534   6%
Hardware and
 other             34,348  22,822  11,526  51%   97,800  97,133     667   1%
Maintenance and
 other recurring   92,230  73,205  19,025  26%  334,525 284,489  50,036  18%
                 ----------------------------- -----------------------------
                  189,454 144,619  44,835  31%  635,991 571,651  64,340  11%
                 ----------------------------- -----------------------------

Private Sector
Licenses            7,142   5,432   1,710  31%   23,556  19,359   4,197  22%
Professional
 services          11,259   8,956   2,303  26%   42,335  34,885   7,450  21%
Hardware and
 other              3,596   2,736     860  31%   13,559  11,583   1,976  17%
Maintenance and
 other recurring   49,548  36,614  12,934  35%  175,785 135,863  39,922  29%
                 ----------------------------- -----------------------------
                   71,545  53,738  17,807  33%  255,235 201,690  53,545  27%
                 ----------------------------- -----------------------------

Public Sector

For the quarter ended December 31, 2012, total revenue in the public sector reportable segment increased by 31%, or $44 million to $189 million, compared to $145 million for the quarter ended December 31, 2011. For the year ended December 31, 2012, total revenue increased by 11%, or $64 million to $636 million, compared to $572 million in 2011. Revenue growth from acquired businesses contributed approximately $34 million to our Q4 2012 revenues and $67 million to our year ended December 31, 2012 revenues compared to the same periods in 2011. We have completed 28 acquisitions since the beginning of 2011, 10 of which were acquired in fiscal year 2011. Organic revenues increased by 7% in Q4 2012 and were unchanged in the year ended December 31, 2012 compared to the same periods in 2011. Excluding PTS, organic revenues increased 7% in Q4 2012 and 1% in the year ended December 31, 2012 respectively, compared to the same periods in 2011.

Constellation acquired the Public Transit Solutions business ("PTS") from Continental Automotive AG ("Continental") on November 2, 2009. Given the substantial amount of non-recurring revenue historically earned by PTS, gross revenue from PTS has fluctuated significantly in the past and will continue to do so in the future.

Private Sector

For the quarter ended December 31, 2012, total revenue in the private sector reportable segment increased 33%, or $18 million to $72 million, compared to $54 million for the quarter ended December 31, 2011. For the year ended December 31, 2012 total revenue increased by 27%, or $53 million to $255 million, compared to $202 million for the comparable period in 2011. Revenue growth from acquired businesses contributed approximately $14 million to our Q4 2012 revenues and $42 million to our year ended December 31, 2012 revenues compared to the same periods in 2011. We have completed 29 acquisitions since the beginning of 2011, 12 of which were acquired in fiscal year 2011. Revenues increased organically by 8% in Q4 2012 and by 6% for the year ended December 31, 2012 compared to the same periods in 2011.

Outlook

For Q1 2013, the Company expects gross revenue to be in the range of $245 million to $260 million and expects Adjusted EBITDA margin to be in the range of 14% to 18%. These statements are "forward looking statements" and are based on the following assumptions which management believes are reasonable under the current circumstances including (i) Revenue growth will be in the range of 26% to 33% for Q1 2013, which includes the impact of all companies acquired to date; (ii) the European acquisitions that the Company completed during the second half of 2012 and in the first quarter of 2013 will likely have negative Adjusted EBITDA in Q1 2013, and in aggregate, the European (including UK) operations of the Company will generate single digit Adjusted EBITDA margins during the quarter; (iii) North American hiring by the Company during Q1 2013 will be increased to provide additional professional services capacity to address backlog and to staff new investments in growth initiatives; (iv) no material acquisitions will be completed during the remainder of Q1 2013; and (iv) general economic and market conditions will remain consistent with those in effect on March 6, 2013. Although management believes these assumptions are reasonable in the current circumstances, they are subject to various risks and uncertainties and there are several factors that could cause actual results to differ materially from those specified above. See "Forward Looking Statements" below and also the Company's Management Discussion and Analysis for the year ended December 31, 2012.

Appointment of New Board Members

The Company also announced today that it has increased the size of its board of directors to eight members and has appointed Mark Miller, Chief Operating Officer of the Company and Chief Executive Officer of the Volaris Operating Group, and Jeff Bender, Chief Executive Officer of the Harris Operating Group, as new directors of the Company.

Conference Call and Webcast

Management will host a conference call at 9:00 a.m. (ET) on Thursday, March 7, 2013 to answer questions regarding the results. The teleconference numbers are 416-340-8061 or 866-225-0198. 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 March 21, 2013. To access the replay, please dial 905-694-9451 or 800-408-3053 followed by the passcode 3104756.

Forward-Looking Statements

Certain statements herein including those under "Outlook" above, 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 EBITDA" refers to net income before adjusting for finance income, finance costs, income taxes, equity in net income or loss of equity investees, impairment of non-financial assets, depreciation, amortization, and foreign exchange gain or loss. The Company believes that Adjusted EBITDA 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 asset depreciation and amortization and the other items listed above. "Adjusted EBITDA margin" refers to the percentage that Adjusted EBITDA for any period represents as a portion of total revenue for that period.

"Adjusted net income" means net income adjusted for non-cash expenses (income) such as amortization of intangible assets, deferred income taxes, and certain other expenses (income). 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, and certain other non-cash expenses (income) incurred or recognized by the Company from time to time. "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 EBITDA and Adjusted net income are not recognized measures under IFRS and, accordingly, readers are cautioned that Adjusted EBITDA 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 EBITDA and Adjusted net income may differ from other issuers and, accordingly, Adjusted EBITDA and Adjusted net income may not be comparable to similar measures presented by other issuers. See "Results of Operations - Adjusted EBITDA" and "- Adjusted net income" for a reconciliation of Adjusted EBITDA and Adjusted net income to net income.

The following table reconciles Adjusted EBITDA to net income:


                                  --------------------- --------------------
                                   Three months ended    Fiscal year ended
                                      December 31,          December 31,
                                  --------------------- --------------------
                                       2012       2011       2012      2011
                                      ($000, except        ($000, except
                                      percentages)          percentages)

Total revenue                     $ 260,999  $ 198,357  $ 891,226  $773,341
                                  --------------------- --------------------
                                  --------------------- --------------------

Net income                           40,051     19,395     92,632   157,174
Adjusted for:
Income tax expense (recovery)         6,240      5,085     18,050   (75,203)
Foreign exchange (gain) loss          1,152        364        822     3,392
Equity in net (income) loss of
 equity investees                       (36)         -        839         -
Finance income                      (19,649)    (1,100)   (23,178)   (7,267)
Finance costs                         1,078        986      4,001     5,575
Impairment of non-financial assets        -        (29)         -       489
Amortization of intangible assets    23,499     20,917     85,142    76,650
Depreciation                          2,010      1,829      7,643     7,868

Adjusted EBITDA                      54,345     47,447    185,951   168,678
Adjusted EBITDA margin                   21%        24%        21%       22%
                                  --------------------- --------------------

The following table reconciles Adjusted net income to net income:



                                 --------------------- ---------------------
                                  Three months ended     Fiscal year ended
                                     December 31,          December 31,
                                 --------------------- ---------------------
                                      2012       2011       2012       2011
                                     ($000, except         ($000, except
                                     percentages)          percentages)

Total revenue                    $ 260,999  $ 198,357  $ 891,226  $ 773,341
                                 --------------------- ---------------------
                                 --------------------- ---------------------

Net income                          40,051     19,395     92,632    157,174
Adjusted for:
Amortization of intangible assets   23,499     20,917     85,142     76,650
Impairment of non-financial
 assets                                  -        (29)         -        489
Deferred income tax (recovery)
 expense                            (1,299)       (54)    (5,576)   (93,818)

Adjusted net income                 62,251     40,229    172,198    140,495
Adjusted net income margin              24%        20%        19%        18%
                                 --------------------- ---------------------

The following tables provide supplemental statement of operations and cash flow information for PTS:


----------------------------------------------------------------------------
                               For the three months ended December 31, 2012
----------------------------------------------------------------------------
                                 Constellation
                                 Software Inc.
(Unaudited)                    (excluding PTS)        PTS      Consolidated
                              ----------------------------------------------

Revenue                       $        225,766  $  35,233  $        260,999
Adjusted EBITDA                         48,750      5,595            54,345
 EBITDA as % Total Revenue                  22%        16%               21%

----------------------------------------------------------------------------
Net Income                    $         35,291  $   4,760  $         40,051
----------------------------------------------------------------------------
----------------------------------------------------------------------------


Cash flows from operating
 activities:
 Net income                   $         35,291  $   4,760  $         40,051
 Adjustments to reconcile net
  income to net cash flows
  from operations, including
  taxes paid:                           11,663     (2,828)            8,835

 Change in non-cash operating
  working capital                       (3,946)    15,903            11,957
----------------------------------------------------------------------------
 Cash flows from operating
  activities                  $         43,008  $  17,835  $         60,843

----------------------------------------------------------------------------
                                   For the year ended December 31, 2012
----------------------------------------------------------------------------
                                 Constellation
                                 Software Inc.
(Unaudited)                    (excluding PTS)        PTS      Consolidated
                              ----------------------------------------------

Revenue                       $        760,865  $ 130,361  $        891,226
Adjusted EBITDA                        162,383     23,568           185,951
 EBITDA as % Total Revenue                  21%        18%               21%

----------------------------------------------------------------------------
Net Income                    $         73,185  $  19,447  $         92,632
----------------------------------------------------------------------------
----------------------------------------------------------------------------


Cash flows from operating
 activities:
 Net income                   $         73,185  $  19,447  $         92,632
 Adjustments to reconcile net
  income to net cash flows
  from operations, including
  taxes paid:                           69,435        114            69,549

 Change in non-cash operating
  working capital                      (13,263)    (4,127)          (17,390)
----------------------------------------------------------------------------
 Cash flows from operating
  activities                  $        129,357  $  15,434  $        144,791

The following table reconciles Adjusted EBITDA to net income for PTS:


----------------------------------------------------------------------------
                               For the three months ended December 31, 2012
----------------------------------------------------------------------------
----------------------------------------------------------------------------
                                 Constellation
                                 Software Inc.
(Unaudited)                    (excluding PTS)        PTS      Consolidated
                              ----------------------------------------------


Total revenue                 $        225,766  $  35,233  $        260,999
                              ----------------------------------------------
                              ----------------------------------------------

Net income                              35,291      4,760            40,051
Adjusted for:
Income tax expense                       6,516       (276)            6,240
Other expenses (income)                (18,374)       919           (17,455)
Amortization of intangible
 assets                                 23,499          -            23,499
Depreciation                             1,818        192             2,010

Adjusted EBITDA                         48,750      5,595            54,345
Adjusted EBITDA margin                      22%        16%               21%

----------------------------------------------------------------------------
                                   For the year ended December 31, 2012
----------------------------------------------------------------------------
----------------------------------------------------------------------------
                                 Constellation
                                 Software Inc.
(Unaudited)                    (excluding PTS)        PTS      Consolidated
                              ----------------------------------------------


Total revenue                 $        760,865  $ 130,361  $        891,226
                              ----------------------------------------------
                              ----------------------------------------------

Net income                              73,185     19,447            92,632
Adjusted for:
Income tax expense                      16,151      1,899            18,050
Other expenses (income)                (19,052)     1,536           (17,516)
Amortization of intangible
 assets                                 85,142          -            85,142
Depreciation                             6,957        686             7,643

Adjusted EBITDA                        162,383     23,568           185,951
Adjusted EBITDA margin                      21%        18%               21%

About Constellation Software Inc.

Constellation Software acquires, manages and builds vertical market software businesses that provide mission-critical software solutions.


CONSTELLATION SOFTWARE INC.
Consolidated Statements of Financial Position
(In thousands of U.S. dollars)
----------------------------------------------------------------------------
----------------------------------------------------------------------------
                                                  December 31,  December 31,
                                                          2012          2011
----------------------------------------------------------------------------
Assets

Current assets:
  Cash                                           $      41,313 $      33,492
  Equity securities available-for-sale                     470        21,222
  Accounts receivable                                  126,987        96,259
  Work in progress                                      36,926        26,244
  Inventories                                           18,739        13,539
  Other assets                                          29,178        29,772
  --------------------------------------------------------------------------
                                                       253,613       220,528

Non-current assets:
  Property and equipment                                21,300        14,591
  Deferred income taxes                                104,307        99,659
  Other assets                                          31,104        28,005
  Intangible assets                                    402,355       267,792
  --------------------------------------------------------------------------
                                                       559,066       410,047

----------------------------------------------------------------------------
Total assets                                     $     812,679 $     630,575
----------------------------------------------------------------------------
----------------------------------------------------------------------------

Liabilities and Shareholders' Equity

Current liabilities:
  Bank indebtedness                              $      44,356 $           -
  Accounts payable and accrued liabilities             147,559       114,952
  Dividends payable                                     20,945             -
  Deferred revenue                                     224,049       181,450
  Provisions                                             6,396         3,555
  Acquired contract liabilities                          3,535         4,750
  Acquisition holdback payments                         20,635        11,378
  Income taxes payable                                   5,066         4,751
  --------------------------------------------------------------------------
                                                       472,541       320,836

Non-current liabilities:
  Deferred income taxes                                 29,283        11,259
  Acquired contract liabilities                         26,073        28,051
  Acquisition holdback payments                          5,973         2,474
  Other liabilities                                     20,005        11,675
  --------------------------------------------------------------------------
                                                        81,334        53,459

----------------------------------------------------------------------------
Total liabilities                                      553,875       374,295
----------------------------------------------------------------------------


Shareholders' equity:
  Capital stock                                         99,283        99,283
  Accumulated other comprehensive income                 1,621         6,961
  Retained earnings                                    157,900       150,036
  --------------------------------------------------------------------------
                                                       258,804       256,280

----------------------------------------------------------------------------
Total liabilities and shareholders' equity       $     812,679 $     630,575
----------------------------------------------------------------------------
----------------------------------------------------------------------------

CONSTELLATION SOFTWARE INC.
Consolidated Statements of Comprehensive Income
(In thousands of U.S. dollars, except per share amounts)
Years ended December 31, 2012 and 2011
----------------------------------------------------------------------------
----------------------------------------------------------------------------
                                                          2012         2011
----------------------------------------------------------------------------


Revenue                                            $   891,226  $   773,341

Expenses
  Staff                                                469,677      401,379
  Hardware                                              61,446       60,854
  Third party license, maintenance and professional
   services                                             61,469       51,066
  Occupancy                                             21,023       18,918
  Travel                                                35,967       30,038
  Telecommunications                                    10,996        9,992
  Supplies                                              15,308       15,314
  Professional fees                                     15,031        8,623
  Other, net                                            14,358        8,479
  Depreciation                                           7,643        7,868
  Amortization of intangible assets                     85,142       76,650
----------------------------------------------------------------------------
                                                       798,060      689,181

Impairment of non-financial assets                           -          489
Foreign exchange loss                                      822        3,392
Equity in net loss of equity investees                     839            -
Finance income                                         (23,178)      (7,267)
Finance costs                                            4,001        5,575
----------------------------------------------------------------------------
                                                       (17,516)       2,189

Profit before income tax                               110,682       81,971

Current income tax expense                              23,626       18,615
Deferred income tax recovery                            (5,576)     (93,818)
----------------------------------------------------------------------------
Income tax expense (recovery)                           18,050      (75,203)
----------------------------------------------------------------------------

----------------------------------------------------------------------------
Net income                                              92,632      157,174
----------------------------------------------------------------------------

Net change in fair value of available-for-sale
 financial assets during the period                     13,968        5,773

Net unrealized foreign exchange gain (loss) on
 available-for-sale financial assets during the
 period                                                     45          (31)

Amounts reclassified to profit during the period
 related to realized gains on available-for-sale
 financial assets                                      (21,735)      (6,253)

Foreign currency translation differences from
 foreign operations                                      1,164       (1,188)

Current income tax recovery (expense)                      104          (34)

Deferred income tax recovery                             1,114          172

----------------------------------------------------------------------------
Other comprehensive loss for the period, net of
 income tax                                             (5,340)      (1,561)

----------------------------------------------------------------------------
Total comprehensive income for the period          $    87,292  $   155,613
----------------------------------------------------------------------------
----------------------------------------------------------------------------

Earnings per share
  Basic and diluted                                $      4.37  $      7.42

----------------------------------------------------------------------------

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


----------------------------------------------------------------------------
----------------------------------------------------------------------------
Year ended December 31,        Capital    Accumulated other comprehensive
 2012                            stock             income/(loss)



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

Balance at January 1, 2012 $    99,283 $              182 $            6,779

Total comprehensive income
 for the period

Net income                           -                  -                  -

Other comprehensive income
 (loss)

Net change in fair value
 of available-for-sale
 financial assets during
 the period                          -                  -             13,968

Net unrealized foreign
 exchange adjustment gain
 (loss) on available-for-
 sale financial assets
 during the period                   -                  -                 45

Amounts reclassified to
 profit during the period
 related to realized gains
 on available-for-sale
 investments                         -                  -            (21,735

Foreign currency
 translation differences
 from foreign operations             -              1,164                  -

Current tax recovery                 -                104                  -

Deferred tax recovery                -                  -              1,114

----------------------------------------------------------------------------
Total other comprehensive
 income (loss) for the
 period                              -              1,268             (6,608

----------------------------------------------------------------------------
Total comprehensive income
 (loss) for the period               -              1,268             (6,608
----------------------------------------------------------------------------
----------------------------------------------------------------------------

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

----------------------------------------------------------------------------
Balance at December 31,
 2012                      $    99,283 $            1,450 $              171
----------------------------------------------------------------------------




-------------------------------------------------------------------------
-------------------------------------------------------------------------
Year ended December 31,      Total accumulated     Retained        Total
 2012                      other comprehensive     earnings
                                 income/(loss)



Balance at January 1, 2012 $             6,961  $   150,036  $   256,280

Total comprehensive income
 for the period

Net income                                   -       92,632       92,632

Other comprehensive income
 (loss)

Net change in fair value
 of available-for-sale
 financial assets during
 the period                             13,968            -       13,968

Net unrealized foreign
 exchange adjustment gain
 (loss) on available-for-
 sale financial assets
 during the period                          45            -           45

Amounts reclassified to
 profit during the period
 related to realized gains
 on available-for-sale
 investments              )            (21,735)           -      (21,735)

Foreign currency
 translation differences
 from foreign operations                 1,164            -        1,164

Current tax recovery                       104            -          104

Deferred tax recovery                    1,114            -        1,114

-------------------------------------------------------------------------
Total other comprehensive
 income (loss) for the
 period                   )             (5,340)           -       (5,340)

-------------------------------------------------------------------------
Total comprehensive income
 (loss) for the period    )             (5,340)      92,632       87,292
-------------------------------------------------------------------------
-------------------------------------------------------------------------

Transactions with owners,
 recorded directly in
 equity
Dividends to shareholders
 of the Company                              -      (84,768)     (84,768)

-------------------------------------------------------------------------
Balance at December 31,
 2012                      $             1,621  $   157,900  $   258,804
-------------------------------------------------------------------------

CONSTELLATION SOFTWARE INC.
Consolidated Statements of Changes in Equity
(In thousands of U.S. dollars)
Year ended December 31, 2011

                             Capital     Accumulated other comprehensive
                              stock              income/(loss)


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

Balance at January 1, 2011 $  99,283 $            1,379  $            7,143

Total comprehensive income
 for the period

Net income                         -                  -                   -

Other comprehensive income
 (loss)

Net change in fair value of
 available-for-sale
 financial assets during
 the period                        -                  -               5,773

Net unrealized foreign
 exchange adjustment gain
 (loss) on available-for-
 sale financial assets
 during the period                 -                  -                 (31)

Amounts reclassified to
 profit during the period
 related to realized gains
 on available-for-sale
 investments                       -                  -              (6,253)

Foreign currency
 translation differences
 from foreign operations           -             (1,188)                  -

Current tax expense                -                (34)                  -

Deferred tax recovery              -                 25                 147

----------------------------------------------------------------------------
Total other comprehensive
 loss for the period               -             (1,197)               (364)

----------------------------------------------------------------------------
Total comprehensive income
 (loss) for the period             -             (1,197)               (364)
----------------------------------------------------------------------------
----------------------------------------------------------------------------

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

----------------------------------------------------------------------------
Balance at December 31,
 2011                      $  99,283 $              182  $            6,779
----------------------------------------------------------------------------
----------------------------------------------------------------------------


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



Balance at January 1, 2011 $             8,522  $    35,246  $   143,051

Total comprehensive income
 for the period

Net income                                   -      157,174      157,174

Other comprehensive income
 (loss)

Net change in fair value of
 available-for-sale
 financial assets during
 the period                              5,773            -        5,773

Net unrealized foreign
 exchange adjustment gain
 (loss) on available-for-
 sale financial assets
 during the period                         (31)           -          (31)

Amounts reclassified to
 profit during the period
 related to realized gains
 on available-for-sale
 investments                            (6,253)           -       (6,253)

Foreign currency
 translation differences
 from foreign operations                (1,188)           -       (1,188)

Current tax expense                        (34)           -          (34)

Deferred tax recovery                      172            -          172

-------------------------------------------------------------------------
Total other comprehensive
 loss for the period                    (1,561)           -       (1,561)

-------------------------------------------------------------------------
Total comprehensive income
 (loss) for the period                  (1,561)     157,174      155,613
-------------------------------------------------------------------------
-------------------------------------------------------------------------

Transactions with owners,
 recorded directly in
 equity
Dividends to shareholders
 of the Company                              -      (42,384)     (42,384)

-------------------------------------------------------------------------
Balance at December 31,
 2011                      $             6,961  $   150,036  $   256,280
-------------------------------------------------------------------------
-------------------------------------------------------------------------

CONSTELLATION SOFTWARE INC.
Consolidated Statements of Cash Flows
(In thousands of U.S. dollars)
Years ended December 31, 2012 and 2011

----------------------------------------------------------------------------
----------------------------------------------------------------------------
                                                          2012         2011
----------------------------------------------------------------------------
Cash flows from operating activities:
  Net income                                       $    92,632  $   157,174
  Adjustments for:
    Depreciation                                         7,643        7,868
    Amortization of intangible assets                   85,142       76,650
    Impairment of non-financial assets                       -          489
    Equity in net loss of equity investees                 839            -
    Finance income                                     (23,178)      (7,267)
    Finance costs                                        4,001        5,575
    Income tax expense (recovery)                       18,050      (75,203)
    Foreign exchange loss                                  822        3,392
  Change in non-cash operating working capital
   exclusive of effects of business combinations       (17,390)     (15,896)
  Income taxes paid                                    (23,770)     (15,249)
  --------------------------------------------------------------------------
  Net cash flows from operating activities             144,791      137,533

Cash flows from (used in) financing activities:
  Interest paid                                         (1,761)      (4,979)
  Increase (decrease) in other non current
   liabilities                                            (973)       3,720
  Increase (decrease) in bank indebtedness, net         41,052      (47,877)
  Credit facility transaction costs                     (2,077)           -
  Dividends paid                                       (63,576)     (42,384)
  --------------------------------------------------------------------------
  Net cash flows used in financing activities          (27,335)     (91,520)

Cash flows from (used in) investing activities:
  Acquisition of businesses, net of cash acquired     (121,154)     (40,511)
  Post-acquisition settlement payments, net of
   receipts                                            (17,445)      (5,345)
  Purchases of equity securities available-for-sale       (211)      (5,944)
  Proceeds from sale of equity securities
   available-for-sale                                   34,977       14,268
  Proceeds from sale of intangible assets                  101            -
  Decrease in restricted cash                                -          557
  Interest received                                          5        1,113
  Property and equipment purchased                      (6,100)      (7,350)
  --------------------------------------------------------------------------
  Cash flows used in investing activities             (109,827)     (43,212)

Effect of foreign currency on cash and cash
 equivalents                                               192         (220)
----------------------------------------------------------------------------
Increase in cash and cash equivalents                    7,821        2,581

Cash, beginning of period                               33,492       30,911
----------------------------------------------------------------------------

Cash, end of period                                $    41,313  $    33,492
----------------------------------------------------------------------------
----------------------------------------------------------------------------

Contacts:
Constellation Software Inc.
John Billowits
Chief Financial Officer
(416) 861-2279
info@csisoftware.com
www.csisoftware.com

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