Constellation Software Inc.

TSX : CSU


Constellation Software Inc.

March 06, 2014 17:00 ET

Constellation Software Inc. Announces Results for the Fourth Quarter and Year Ended December 31, 2013

TORONTO, ONTARIO--(Marketwired - March 6, 2014) - Constellation Software Inc. (TSX:CSU) ("Constellation" or the "Company") today announced its financial results for the fourth quarter and year ended December 31, 2013. 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, 2013, 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.

2013 Headlines:

  • Revenue grew 36% (4% organically) to $1,211 million compared to $891 million in 2012.
  • Adjusted EBITA increased $56 million or 31% to $234 million as compared to $178 million in 2012.
  • Adjusted net income increased 20% to $207 million ($9.76 on a diluted per share basis) from $172 million ($8.13 on a diluted per share basis) in 2012.
  • Net income increased 1% to $93 million ($4.39 on a diluted per share basis) from $93 million ($4.37 on a diluted per share basis) in 2012.
  • Thirty acquisitions were completed for aggregate upfront cash consideration of $558 million (which includes $57 million paid for acquired cash). Deferred payments associated with these acquisitions have an estimated value of $31 million.
  • Cash flows from operations increased $75 million or 52% to $220 million from $145 million in 2012.

Q4 2013 Headlines:

  • Revenue grew 30% (5% organically) to $340 million compared to $261 million in Q4 2012.
  • Adjusted EBITA increased $24 million or 45% to $76 million as compared to $52 million in Q4 2012.
  • Adjusted net income increased 11% to $69 million ($3.26 on a diluted per share basis) from $62 million ($2.94 on a diluted per share basis) in Q4 2012.
  • Net income increased 6% to $43 million ($2.00 on a diluted per share basis) from $40 million ($1.89 on a diluted per share basis) in 2012.
  • On December 31, 2013, the Company acquired 100% of the shares of Total Specific Solutions (TSS) B.V. for aggregate upfront cash consideration of $342 million (which includes $31 million paid for acquired cash).
  • Eight additional acquisitions were completed in the quarter for aggregate upfront cash consideration of $46 million (which includes $7 million paid for acquired cash). Deferred payments associated with these acquisitions have an estimated value of $10 million.
  • The amount drawn on the Company's credit facility increased to $479 million from $148 million in Q3 2013.
  • Cash flows from operations increased $20 million or 33% to $81 million from $61 million in Q4 2012.

Additional Headlines:

  • Subsequent to December 31, 2013, the Company completed five acquisitions for aggregate cash consideration of $14 million.

Fourth quarter 2013 revenue was $340 million, an increase of 30%, or $79 million, compared to $261 million for the comparable period in 2012. For fiscal year 2013, total revenue was $1,211 million, an increase of 36%, or $320 million, compared to $891 million for the 2012 fiscal year. The increase for both the quarter and fiscal year ended December 31, 2013 compared to the same periods in the prior year is mainly attributable to growth from acquisitions, however, the Company did experience positive organic growth of 5% and 4%, respectively.

Adjusted EBITA for the fourth quarter of 2013 was $76 million, a 45% increase compared to the prior year's fourth quarter Adjusted EBITA of $52 million. (See "Non-IFRS Measures" below for a definition of EBITA.) Fourth quarter 2013 Adjusted EBITA per share on a diluted basis increased 45% to $3.59, compared to $2.47 for the same period last year. Adjusted EBITA for fiscal year 2013 was $234 million, a 31% increase over last year's Adjusted EBITA of $178 million. Adjusted EBITA per share on a diluted basis for fiscal year 2013 increased 31% to $11.03, compared to $8.41 for fiscal year 2012.

Adjusted Net Income for the fourth quarter of 2013 was $69 million, compared to the prior year's fourth quarter Adjusted Net Income of $62 million, an 11% increase. Fourth quarter 2013 Adjusted Net Income per share on a diluted basis increased 11% to $3.26, compared to $2.94 for the prior year's fourth quarter. Adjusted Net Income for fiscal year 2013 was $207 million, an increase of 20% over last year's Adjusted Net Income of $172 million. Adjusted Net Income per share on a diluted basis for fiscal year 2013 increased 20% to $9.76, compared to $8.13 for fiscal year 2012.

Net income for the fourth quarter 2013 was $43 million compared to the prior year's fourth quarter net income of $40 million. On a diluted per share basis, this translates into net income per share of $2.00 for the fourth quarter of 2013 compared to $1.89 for the same period of 2012. Net income for fiscal year 2013 was $93 million, which is consistent with last year's net income of $93 million. Net income per share on a diluted basis for fiscal year 2013 increased 1% to $4.39, compared to $4.37 for fiscal year 2012.

The following table displays our revenue by reportable segment and the percentage change for the three and twelve months ended December 31, 2013 compared to the same periods in 2012:


Three months ended
December 31,
Period-Over-
Period Change

Fiscal Year ended
December 31,
Period-Over-
Period Change
2013 2012 $ % 2013 2012 $ %
($M, except percentages) ($M, except percentages)
Public Sector
Licenses 21.3 15.5 5.8 37% 67.9 48.9 19.0 39%
Professional services 57.4 47.3 10.1 21% 203.1 154.8 48.3 31%
Hardware and other 33.1 34.3 (1.3) -4% 111.7 97.8 13.9 14%
Maintenance and other recurring 125.0 92.2 32.7 36% 449.6 334.5 115.0 34%
236.8 189.5 47.4 25% 832.2 636.0 196.2 31%
Private Sector
Licenses 8.8 7.1 1.6 23% 33.8 23.6 10.3 44%
Professional services 14.5 11.3 3.3 29% 53.6 42.3 11.3 27%
Hardware and other 4.6 3.6 1.0 27% 16.2 13.6 2.7 20%
Maintenance and other recurring 75.6 49.5 26.1 53% 274.9 175.8 99.1 56%
103.5 71.5 31.9 45% 378.6 255.2 123.3 48%

Public Sector

For the quarter ended December 31, 2013, total revenue in the public sector reportable segment increased by 25%, or $47 million to $237 million, compared to $190 million for the quarter ended December 31, 2012. For the fiscal year ended December 31, 2013, total revenue increased by 31%, or $196 million to $832 million, compared to $636 million for the comparable period in 2012. Total revenue growth from acquired businesses contributed approximately $37 million to our Q4 2013 revenues and $169 million to our fiscal year ended December 31, 2013 revenues compared to the same periods in 2012, as we completed 36 acquisitions since the beginning of 2012. Organic revenue growth was 5% in Q4 2013 and 4% for the fiscal year ended December 31, 2013 compared to the same periods in 2012.

Private Sector

For the quarter ended December 31, 2013, total revenue in the private sector reportable segment increased 45%, or $32 million to $104 million, compared to $72 million for the quarter ended December 31, 2012. For the fiscal year ended December 31, 2013 total revenue increased by 48%, or $123 million to $379 million, compared to $255 million for the comparable period in 2012. Total revenue growth from acquired businesses contributed approximately $29 million to our Q4 2013 revenues and $112 million to our fiscal year ended December 31, 2013 revenues compared to the same periods in 2012, as we completed 29 acquisitions since the beginning of 2012. Organic revenue growth was 4% for both the three and twelve months ended December 31, 2013 compared to the same periods in 2012.

Acquisition of Total Specific Solutions (TSS) B.V. ("TSS")

On December 31, 2013, the Company acquired 100% of the shares of TSS for aggregate cash consideration of $342 million (EUR248 million). As TSS was acquired on December 31, 2013, there was no impact of the acquisition on Constellation's actual statement of income for the year ended December 31, 2013. Unaudited pro forma consolidated financial information for the year ended December 31, 2013 has been prepared to give effect to the acquisition of TSS as if it had occurred on January 1, 2013, and is included in the Company's most recently filed Management's Discussion and Analysis and Business Acquisition Report both of which are available on SEDAR at www.sedar.com.

Conference Call and Webcast

Management will host a conference call at 9:00 a.m. (ET) on Friday, March 7th, 2014 to answer questions regarding the results. The teleconference numbers are 416-340-2216 or 866-226-1792. 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 19, 2014. To access the replay, please dial 905-694-9451 or 800-408-3053 followed by the passcode 9393313.

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 income, finance costs, income taxes, equity 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. 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, 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 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.

The following table reconciles Adjusted EBITA to net income:

Three months ended
December 31,
Fiscal Year ended
December 31,
2013 2012 2013 2012
($M, except percentages) ($M, except percentages)
Total revenue 340.3 261.0 1,210.8 891.2
Net income 42.5 40.1 93.1 92.6
Adjusted for:
Income tax expense (recovery) 12.0 6.2 25.1 18.1
Foreign exchange (gain) loss (1.3) 1.2 (0.8) 0.8
Equity in net (income) loss of equity investees (0.1) (0.0) (0.8) 0.8
Finance income (0.2) (19.6) (1.0) (23.2)
Bargain purchase gain (8.1) - (8.1) -
Finance costs 2.2 1.1 7.1 4.0
Amortization of intangible assets 29.1 23.5 119.1 85.1
Adjusted EBITA 76.1 52.3 233.8 178.3
Adjusted EBITA margin 22% 20% 19% 20%

The following table reconciles Adjusted net income to net income:


Three months ended
December 31,
Fiscal Year ended
December 31,
2013 2012 2013 2012
($M, except percentages) ($M, except percentages)
Total revenue 340.3 261.0 1,210.8 891.2
Net income 42.5 40.1 93.1 92.6
Adjusted for:
Amortization of intangible assets 29.1 23.5 119.1 85.1
Bargain purchase gain (8.1) - (8.1) -
Deferred income tax expense (recovery) 5.7 (1.3) 2.6 (5.6)
Adjusted net income 69.2 62.3 206.8 172.2
Adjusted net income margin 20% 24% 17% 19%

About Constellation Software Inc.

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

SOURCE: CONSTELLATION SOFTWARE INC.

CONSTELLATION SOFTWARE INC.
Consolidated Statements of Financial Position
(In thousands of U.S. dollars)
December 31,
2013
December 31,
2012
Assets
Current assets:
Cash $ 77,967 $ 41,313
Equity security available-for-sale 780 470
Accounts receivable 191,446 126,987
Work in progress 53,682 36,926
Inventories 21,145 18,739
Other assets 67,161 29,178
412,181 253,613
Non-current assets:
Property and equipment 36,017 21,300
Deferred income taxes 71,673 104,307
Other assets 36,171 31,104
Intangible assets 981,662 402,355
1,125,523 559,066
Total assets $ 1,537,704 $ 812,679
Liabilities and Shareholders' Equity
Current liabilities:
Bank indebtedness $ 477,170 $ 44,356
Accounts payable and accrued liabilities 260,585 147,559
Dividends payable 21,031 20,945
Deferred revenue 306,213 227,584
Provisions 11,887 6,396
Acquisition holdback payments 26,496 20,635
Income taxes payable 5,474 5,066
1,108,856 472,541
Non-current liabilities:
Deferred income taxes 112,780 29,283
Acquisition holdback payments 4,203 5,973
Other liabilities 45,866 46,078
162,849 81,334
Total liabilities 1,271,705 553,875
Shareholders' equity:
Capital stock 99,283 99,283
Accumulated other comprehensive income 449 1,621
Retained earnings 166,267 157,900
265,999 258,804
Total liabilities and shareholders' equity $ 1,537,704 $ 812,679
CONSTELLATION SOFTWARE INC.
Consolidated Statements of Income
(In thousands of U.S. dollars, except per share amounts)
Year ended December 31
2013 2012
Revenue $ 1,210,776 $ 891,226
Expenses
Staff 643,672 469,677
Hardware 73,475 61,446
Third party license, maintenance and professional services 102,377 61,469
Occupancy 29,309 21,023
Travel 44,724 35,967
Telecommunications 14,208 10,996
Supplies 22,023 15,308
Professional fees 17,633 15,031
Other, net 19,593 14,358
Depreciation 9,944 7,643
Amortization of intangible assets 119,144 85,142
1,096,102 798,060
Foreign exchange loss (gain) (768 ) 822
Equity in net (income) loss of equity investees (780 ) 839
Finance income (1,041 ) (23,178 )
Bargain purchase gain (8,111 ) -
Finance costs 7,124 4,001
(3,576 ) (17,516 )
Profit before income taxes 118,250 110,682
Current income tax expense (recovery) 22,528 23,626
Deferred income tax expense (recovery) 2,587 (5,576 )
Income tax expense (recovery) 25,115 18,050
Net income 93,135 92,632
Earnings per share
Basic and diluted $ 4.39 $ 4.37
CONSTELLATION SOFTWARE INC.
Consolidated Statements of Comprehensive Income
(In thousands of U.S. dollars, except per share amounts)
Year ended December 31,
2013 2012
Net income $ 93,135 $ 92,632
Items that are or may be reclassified subsequently to profit or loss:
Net change in fair value of available-for-sale financial asset during the year 310 13,968
Net unrealized foreign exchange gain (loss) on available-for-sale financial asset during the year - 45
Amounts reclassified to profit during the year related to realized gains on available-for-sale financial asset - (21,735 )
Foreign currency translation differences from foreign operations (1,535 ) 1,164
Current income tax recovery (expense) 53 104
Deferred income tax recovery (expense) - 1,114
Other comprehensive (loss) income for the year, net of income tax (1,172 ) (5,340 )
Total comprehensive income for the year $ 91,963 $ 87,292
CONSTELLATION SOFTWARE INC.
Consolidated Statements of Changes in Equity
(In thousands of U.S. dollars)
Year ended December 31, 2013
Capital stock Accumulated other comprehensive income/(loss) Total accumulated other comprehensive income/(loss) Retained earnings Total
Cumulative translation account Amounts related to gains/losses on available-for-sale financial assets
Balance at January 1, 2013 $ 99,283 $ 1,450 $ 171 $ 1,621 $ 157,900 $ 258,804
Total comprehensive income for the year
Net income - - - - 93,135 93,135
Other comprehensive income (loss)
Net change in fair value of available-for-sale financial asset during the year - - 310 310 - 310
Net unrealized foreign exchange adjustment gain (loss) on available-for-sale financial asset during the year - - - - - -
Amounts reclassified to profit during the year related to realized gains on available-for-sale investment - - - - - -
Foreign currency translation differences from foreign operations - (1,535 ) - (1,535 ) - (1,535 )
Current tax recovery (expense) - 53 - 53 - 53
Deferred tax recovery (expense) - - - - - -
Total other comprehensive income (loss) for the year - (1,482 ) 310 (1,172 ) - (1,172 )
Total comprehensive income (loss) for the year - (1,482 ) 310 (1,172 ) 93,135 91,963
Transactions with owners, recorded directly in equity
Dividends to shareholders of the Company - - - - (84,768 ) (84,768 )
Balance at December 31, 2013 $ 99,283 $ (32 ) $ 481 $ 449 $ 166,267 $ 265,999
CONSTELLATION SOFTWARE INC.
Consolidated Statements of Changes in Equity
(In thousands of U.S. dollars)
Year ended December 31, 2012
Capital stock Accumulated other comprehensive income/(loss) Total accumulated other comprehensive income/(loss) Retained earnings Total
Cumulative translation account Amounts related to gains/losses on available-for-sale financial assets
Balance at January 1, 2012 $ 99,283 $ 182 $ 6,779 $ 6,961 $ 150,036 $ 256,280
Total comprehensive income for the year
Net income - - - - 92,632 92,632
Other comprehensive income (loss)
Net change in fair value of available-for-sale financial assets during the year - - 13,968 13,968 - 13,968
Net unrealized foreign exchange adjustment gain (loss) on available-for-sale financial assets during the year - - 45 45 - 45
Amounts reclassified to profit during the year related to realized gains on available-for-sale financial assets - - (21,735 ) (21,735 ) - (21,735 )
Foreign currency translation differences from foreign operations - 1,164 - 1,164 - 1,164
Current tax recovery (expense) - 104 - 104 - 104
Deferred tax recovery (expense) - - 1,114 1,114 - 1,114
Total other comprehensive income for the year - 1,268 (6,608 ) (5,340 ) - (5,340 )
Total comprehensive income for the year - 1,268 (6,608 ) (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 $ 99,283 $ 1,450 $ 171 $ 1,621 $ 157,900 $ 258,804
CONSTELLATION SOFTWARE INC.
Consolidated Statements of Cash Flows
(In thousands of U.S. dollars)
Year ended December 31,
2013 2012
Cash flows from operating activities:
Net income $ 93,135 $ 92,632
Adjustments for:
Depreciation 9,944 7,643
Amortization of intangible assets 119,144 85,142
Equity in net (income) loss of equity investees (780 ) 839
Finance income (1,041 ) (23,178 )
Finance costs 7,124 4,001
Bargain purchase gain (8,111 ) -
Income tax expense 25,115 18,050
Foreign exchange loss (gain) (768 ) 822
Change in non-cash operating working capital exclusive of effects of business combinations 519 (17,390 )
Income taxes paid (23,988 ) (23,770 )
Net cash flows from operating activities 220,293 144,791
Cash flows from (used in) financing activities:
Interest paid (3,428 ) (1,761 )
Increase (decrease) in other non current liabilities - (973 )
Increase (decrease) in bank indebtedness, net 432,645 41,052
Credit facility transaction costs (343 ) (2,077 )
Dividends paid (84,768 ) (63,576 )
Net cash flows from (used in) in financing activities 344,106 (27,335 )
Cash flows from (used in) investing activities:
Acquisition of businesses, net of cash acquired (501,095 ) (121,154 )
Post-acquisition settlement payments, net of receipts (21,771 ) (17,445 )
Purchases of available-for-sale financial assets - (211 )
Proceeds from sale of available-for-sale equity securities - 34,977
Proceeds from sale of intangible assets - 101
Interest and dividends received 348 5
Proceeds from sale of assets 5,690 -
Property and equipment purchased (11,100 ) (6,100 )
Net cash flows used in investing activities (527,928 ) (109,827 )
Effect of foreign currency on cash and cash equivalents 183 192
Increase (decrease) in cash and cash equivalents 36,654 7,821
Cash, beginning of year 41,313 33,492
Cash, end of year $ 77,967 $ 41,313

Contact Information