Constellation Software Inc.
TSX : CSU

Constellation Software Inc.

August 01, 2012 17:00 ET

Constellation Software Inc. Announces Results for the Second Quarter Ended June 30, 2012 and Declares Quarterly Dividend

TORONTO, ONTARIO--(Marketwire - Aug. 1, 2012) - Constellation Software Inc. (TSX:CSU) ("Constellation" or the "Company") today announced its financial results for the three and six months ended June 30, 2012 and declared a $1.00 per share dividend payable on October 3, 2012 to all common shareholders of record at the close of business on September 17, 2012. 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 and six months ended June 30, 2012 and the accompanying notes, 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, 2011, 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.

Q2 2012 Highlights:

  • Revenue grew 7% to $209 million compared to $195 million in Q2 2011.
  • Adjusted EBITDA grew 5% to $44 million compared to $42 million in Q2 2011.
  • Adjusted net income increased $2 million or 8% to $36 million ($1.71 on a diluted per share basis) from $34 million ($1.58 on a diluted per share basis) in Q2 2011.
  • Eleven acquisitions were completed in the quarter for aggregate cash consideration of $47 million plus cash holdbacks of $9 million.
  • Subsequent to June 30, 2012, the Company declared a quarterly dividend of $1.00 per share payable on October 3, 2012 to all shareholders of record as of September 17, 2012.

Second quarter 2012 revenue was $209 million, an increase of 7%, or $14 million, compared to $195 million for the comparable period in 2011. For the first six months of 2012 total revenues were $404 million, an increase of 8% or $32 million, compared to $373 million for the comparable period in 2011.

Net income for the second quarter 2012 was $18 million compared to the prior year's second quarter net income of $56 million. On a diluted per share basis, this translates into net income per share of $0.83 for the second quarter of 2012. This compares unfavourably to $2.64 for the same period of 2011, which included a significant deferred income tax recovery that was unique to the prior period. Excluding the deferred income tax recovery, net income increased by 3% to $16 million in the quarter ended June 30, 2012 from $15 million in the quarter ended June 30, 2011. Net income for the first six months 2012 was $32 million compared to last year's net income of $118 million. On a diluted per share basis, this translates into net income per share of $1.49 for the first six months of 2012. This compares unfavourably to $5.59 for the same period of 2011, which included a significant deferred income tax recovery that was unique to the prior period. Excluding the deferred income tax recovery, net income increased by 18% to $28 million in the first six months of 2012 from $24 million in the first six months of 2011.

Adjusted EBITDA for the second quarter 2012 was $44 million, a 5% increase compared to the prior year's second quarter Adjusted EBITDA of $42 million. Second quarter 2012 Adjusted EBITDA per share on a diluted basis increased 5% to $2.06, compared to $1.97 for the same period last year. Adjusted EBITDA for the six month period ended June 30, 2012 was $83 million, an 8% increase over last year's Adjusted EBITDA of $77 million for the same period. Adjusted EBITDA per share on a diluted basis for the six month period ended June 30, 2012 increased 8% to $3.92, compared to $3.62 for the same period last year.

Adjusted net income for the second quarter 2012 was $36 million, compared to the prior year's second quarter Adjusted net income of $34 million, an 8% increase. Second quarter 2012 Adjusted net income per share on a diluted basis increased 8% to $1.71 compared to $1.58 for the prior year's second quarter. Adjusted net income for the six month period ended June 30, 2012 was $68 million, an increase of 12% over last year's Adjusted net income of $61 million. Adjusted net income per share on a diluted basis for the six month period ended June 30, 2012 increased 12% to $3.20, compared to $2.86 for the same period in 2011.

The following table displays our revenue by reportable segment and the percentage change for the three and six months ended June 30, 2012 compared to the same period in 2011:

Three months ended Period-Over-Period Six months ended Period-Over-Period
June 30, Change June 30, Change
2012 2011 $ % 2012 2011 $ %
($000, except percentages) ($000, except percentages)
Public Sector
Licenses 10,864 10,607 257 2% 20,654 20,760 (106) -1%
Professional services 35,489 39,036 (3,547) -9% 67,791 72,494 (4,703) -6%
Hardware and other 18,756 25,622 (6,866) -27% 41,045 45,276 (4,231) -9%
Maintenance and other recurring 82,613 70,975 11,638 16% 156,464 138,660 17,804 13%
147,722 146,240 1,482 1% 285,954 277,190 8,764 3%
Private Sector
Licenses 5,130 4,961 169 3% 10,280 9,214 1,066 12%
Professional services 10,446 8,580 1,866 22% 20,271 16,911 3,360 20%
Hardware and other 3,595 3,095 500 16% 6,661 5,828 833 14%
Maintenance and other recurring 42,076 32,223 9,853 31% 81,081 63,588 17,493 28%
61,247 48,859 12,388 25% 118,293 95,541 22,752 24%

Public Sector

For the quarter ended June 30, 2012, total revenue in the public sector reportable segment increased by 1%, or $2 million to $148 million, compared to $146 million for the quarter ended June 30, 2011. For the six months ended June 30, 2012, total revenue increased by 3%, or $9 million to $286 million, compared to $277 million for the comparable period in 2011. Revenue growth from acquired businesses contributed approximately $11 million to our Q2 2012 revenues and $16 million to our six months ended June 30, 2012 revenues compared to the same periods in 2011, as we completed 17 acquisitions since the beginning of 2011. Organic revenues decreased by 7% in Q2 2012 and decreased by 3% in the six months ended June 30, 2012 compared to the same periods in 2011. Excluding Public Transit Solutions ("PTS"), where revenue was expected to decrease, organic revenues decreased by 4% in Q2 2012 and decreased by 2% in the six months ended June 30, 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 June 30, 2012, total revenue in the private sector reportable segment increased 25%, or $12 million to $61 million, compared to $49 million for the quarter ended June 30, 2011. For the six months ended June 30, 2012 total revenue increased by 24%, or $22 million to $118 million, compared to $96 million for the comparable period in 2011. Revenue growth from acquired businesses contributed approximately $10 million to our Q2 2012 revenues and $18 million to our six months ended June 30, 2012 revenues compared to the same periods in 2011, as we completed 20 acquisitions since the beginning of 2011. Revenues increased organically by 5% in both Q2 2012 and in the six months ended June 30, 2012 compared to the same periods in 2011.

At June 30, 2012, Constellation's cash position (net of borrowings on our line of credit) decreased to net borrowings of $6 million, from a net cash position of $33 million at December 31, 2011. The decrease in our cash position from December 31, 2011 to June 30, 2012 is primarily due to $47 million invested in acquisitions, $21 million in dividends paid, offset by $26 million in cash flow from operations.

Conference Call and Webcast

Management will host a conference call at 9:00 a.m. (ET) on Thursday, August 2, 2012 to answer questions regarding the results. The teleconference numbers are 416-695-6616 or 800-766-6630. 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 August 16, 2012. To access the replay, please dial 905-694-9451 or 800-408-3053 followed by the passcode 3771898.

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 EBITDA" refers to net income before adjusting for finance income, finance costs, income taxes, equity in net loss of equity investees, impairment of non-financial assets, depreciation, amortization, and foreign exchange loss (gain). 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 plus 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 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, shareholders 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 Six months ended
(Unaudited) June 30, June 30,
2012 2011 2012 2011
($000, except percentages) ($000, except percentages)
Total revenue $ 208,969 $ 195,099 $ 404,247 $ 372,731
Net income 17,592 55,986 31,516 118,474
Adjusted for:
Income tax expense (recovery) 3,666 (35,083) 6,977 (86,046)
Foreign exchange (gain) loss (217) 1,868 (9) 3,933
Equity in net loss of equity investees 209 0 1,091 0
Finance income (394) (3,004) (1,463) (3,372)
Finance costs 774 1,966 1,792 3,127
Amortization of intangible assets 20,269 18,073 39,544 36,598
Depreciation 1,803 1,956 3,521 4,082
Adjusted EBITDA 43,702 41,762 82,969 76,796
Adjusted EBITDA margin 21% 21% 21% 21%

The following table reconciles Adjusted net income to net income:

Three months ended Six months ended
(Unaudited) June 30, June 30,
2012 2011 2012 2011
($000, except percentages) ($000, except percentages)
Total revenue $ 208,969 $ 195,099 $ 404,247 $ 372,731
Net income 17,592 55,986 31,516 118,474
Adjusted for:
Amortization of intangible assets 20,269 18,073 39,544 36,598
Deferred income tax expense (recovery) (1,700) (40,552) (3,192) (94,523)
Adjusted net income 36,161 33,507 67,868 60,549
Adjusted net income margin 17% 17% 17% 16%

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

Supplemental financial information
For the three months ended June 30, 2012 For the six months ended June 30, 2012


(Unaudited)
Constellation
Software Inc.
(excluding PTS)


PTS


Consolidated
Constellation
Software Inc.
(excluding PTS)


PTS


Consolidated
Revenue $ 179,380 $ 29,589 $ 208,969 $ 341,848 $ 62,399 $ 404,247
Adjusted EBITDA 38,227 5,475 43,702 70,838 12,131 82,969
EBITDA as % Total Revenue 21% 19% 21% 21% 19% 21%
Net Income $ 13,207 $ 4,385 $ 17,592 $ 21,385 $ 10,131 $ 31,516
Cash flows from operating activities:
Net income $ 13,207 $ 4,385 $ 17,592 $ 21,385 $ 10,131 $ 31,516
Adjustments to reconcile net income to net cash flows from operations, including taxes paid: 17,138 959 18,097 38,918 1,820 40,738
Change in non-cash operating working capital (5,732) (3,763) (9,495) (12,268) (21,571) (33,839)
Cash flows from operating activities $ 24,613 $ 1,581 $ 26,194 $ 48,035 $ (9,620) $ 38,415

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

Adjusted EBITDA to net income reconciliation
For the three months ended June 30, 2012 For the six months ended June 30, 2012


(Unaudited)
Constellation
Software Inc.
(excluding PTS)


PTS


Consolidated
Constellation
Software Inc.
(excluding PTS)


PTS


Consolidated
Total revenue $ 179,380 $ 29,589 $ 208,969 $ 341,848 $ 62,399 $ 404,247
Net income 13,207 4,385 17,592 21,385 10,131 31,516
Adjusted for:
Income tax expense 2,732 934 3,666 5,646 1,331 6,977
Other expenses (income) 370 2 372 1,061 350 1,411
Amortization of intangible assets 20,269 - 20,269 39,544 - 39,544
Depreciation 1,649 154 1,803 3,202 319 3,521
Adjusted EBITDA 38,227 5,475 43,702 70,838 12,131 82,969
Adjusted EBITDA margin 21% 19% 21% 21% 19% 21%

About Constellation Software Inc.

Constellation's common shares are listed on the Toronto Stock Exchange under the symbol "CSU". Constellation Software is an international provider of market leading software and services to a number of industries across both the public and private sectors. The Company acquires, manages and builds vertical market software businesses that provide mission-critical software solutions to address the specific needs of its customers in those industries.

CONSTELLATION SOFTWARE INC.
Condensed Consolidated Interim Statements of Financial Position
(In thousands of U.S. dollars)
(Unaudited)
June 30, December 31,
2012 2011
Assets
Current assets:
Cash $ 21,671 $ 33,492
Equity securities available-for-sale 24,327 21,222
Accounts receivable 107,804 100,398
Work in progress 33,156 26,244
Inventories 14,983 13,539
Other assets 27,219 25,633
229,160 220,528
Non-current assets:
Property and equipment 15,461 14,591
Deferred income taxes 102,719 99,659
Other assets 26,594 28,005
Intangible assets 301,153 267,792
445,927 410,047
Total assets $ 675,087 $ 630,575
Liabilities and Shareholders' Equity
Current liabilities:
Bank indebtedness $ 27,535 $ -
Accounts payable and accrued liabilities 95,287 114,952
Dividends payable 21,217 -
Deferred revenue 201,586 181,450
Provisions 3,156 3,555
Acquired contract liabilities 2,045 4,750
Acquisition holdback payments 17,832 11,378
Income taxes payable 4,280 4,751
372,938 320,836
Non-current liabilities:
Deferred income taxes 14,458 11,259
Acquired contract liabilities 27,044 28,051
Acquisition holdback payments 2,980 2,474
Other liabilities 9,554 11,675
54,036 53,459
Total liabilities 426,974 374,295
Shareholders' equity:
Capital stock 99,283 99,283
Accumulated other comprehensive income 9,662 6,961
Retained earnings 139,168 150,036
248,113 256,280
Total liabilities and shareholders' equity $ 675,087 $ 630,575
CONSTELLATION SOFTWARE INC.
Condensed Consolidated Interim Statements of Comprehensive Income
(In thousands of U.S. dollars, except per share amounts)
(Unaudited)
Three months ended
June 30,
Six months ended
June 30,
2012 2011 2012 2011
(Recast) (Recast)
Revenue $ 208,969 $ 195,099 $ 404,247 $ 372,731
Expenses
Staff 113,689 100,687 219,320 196,606
Hardware 10,705 16,763 22,932 28,884
Third party license, maintenance and professional services 14,715 11,949 28,961 24,612
Occupancy 5,039 4,715 9,664 9,303
Travel 7,766 7,190 16,012 13,458
Telecommunications 2,553 2,344 5,050 4,881
Supplies 3,866 4,133 7,298 8,296
Professional fees 2,222 2,584 4,067 4,720
Other 4,712 2,972 7,974 5,175
Depreciation 1,803 1,956 3,521 4,082
Amortization of intangible assets 20,269 18,073 39,544 36,598
187,339 173,366 364,343 336,615
Foreign exchange (gain) loss (217) 1,868 (9) 3,933
Equity in net loss of equity investees 209 - 1,091 -
Finance income (394) (3,004) (1,463) (3,372)
Finance costs 774 1,966 1,792 3,127
372 830 1,411 3,688
Profit before income tax 21,258 20,903 38,493 32,428
Current income tax expense 5,366 5,469 10,169 8,477
Deferred income tax expense (recovery) (1,700) (40,552) (3,192) (94,523)
Income tax expense (recovery) 3,666 (35,083) 6,977 (86,046)
Net income 17,592 55,986 31,516 118,474
Net change in fair value on available-for-sale financial assets during the period 1,066 240 4,914 3,565
Net unrealized foreign exchange gain (loss) on available-for-sale financial assets during the period (148) 9 (27) 218
Amounts reclassified to profit during the period related to realized gains on available-for-sale financial assets (31) (2,778) (1,063) (3,112)
Foreign currency translation differences from foreign operations (1,943) (300) (802) 803
Current income tax recovery (expense) 70 - (8) -
Deferred income tax recovery (expense) 18 458 (313) (22)
Other comprehensive income (loss) for the period, net of income tax (968) (2,371) 2,701 1,452
Total comprehensive income for the period $ 16,624 $ 53,615 $ 34,217 $ 119,926
Earnings per share
Basic and diluted $ 0.83 $ 2.64 $ 1.49 $ 5.59
CONSTELLATION SOFTWARE INC.
Condensed Consolidated Interim Statements of Changes in Equity
(In thousands of U.S. dollars)
Six months ended June 30, 2012
(Unaudited)
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 period
Net income 31,516 31,516
Other comprehensive income (loss)
Net change in fair value on available-for-sale financial assets during the period 4,914 4,914 - 4,914
Net unrealized foreign exchange adjustment gain (loss) on available-for-sale financial assets during the period (27) (27) - (27)
Amounts reclassified to profit during the period related to realized gains on available-for-sale investments (1,063) (1,063) - (1,063)
Foreign currency translation differences from foreign operations (802) (802) - (802)
Current tax expense (8) (8) (8)
Deferred tax expense 125 (438) (313) - (313)
Total other comprehensive income for the period (685) 3,386 2,701 - 2,701
Total comprehensive income for the period (685) 3,386 2,701 31,516 34,217
Transactions with owners, recorded directly in equity
Dividends to owners of the Company (42,384) (42,384)
Balance at June 30, 2012 $ 99,283 $ (503) $ 10,165 $ 9,662 $ 139,168 $ 248,113
CONSTELLATION SOFTWARE INC.
Condensed Consolidated Interim Statements of Changes in Equity
(In thousands of U.S. dollars)
Six months ended June 30, 2011
(Unaudited)
Capital stock









Accumulated other
comprehensive
income/(loss)
Total accumulated
other
comprehensive
income/(loss)







Retained
earnings
(Recast)







Total









Cumulative
translation
account



Amounts
related to
gains/losses
on available-
for-sale
financial
assets
Balance at January 1, 2011 $ 99,283 $ 432 $ 7,143 $ 7,575 $ 36,193 $ 143,051
Total comprehensive income for the period
Net income 118,474 118,474
Other comprehensive income (loss)
Net change in fair value on available-for-sale financial assets during the period 3,565 3,565 - 3,565
Net unrealized foreign exchange adjustment gain (loss) on available-for-sale financial assets during the period 218 218 - 218
Amounts reclassified to profit during the period related to realized gains on available-for-sale investments (3,112) (3,112) - (3,112)
Foreign currency translation differences from foreign operations 803 - 803 - 803
Deferred tax expense (22) (22) - (22)
Total other comprehensive income (loss) for the period 803 649 1,452 - 1,452
Total comprehensive income for the period 803 649 1,452 118,474 119,926
Transactions with owners, recorded directly in equity
Dividends to owners of the Company (42,384) (42,384)
Balance at June 30, 2011 $ 99,283 $ 1,235 $ 7,792 $ 9,027 $ 112,283 $ 220,593
CONSTELLATION SOFTWARE INC.
Condensed Consolidated Interim Statements of Cash Flows
(In thousands of U.S. dollars)
(Unaudited)
Three months ended
June 30,
Six months ended
June 30,
2012 2011 2012 2011
(Recast) (Recast)
Cash flows from operating activities:
Net income $ 17,592 $ 55,986 $ 31,516 $ 118,474
Adjustments for:
Depreciation 1,803 1,956 3,521 4,082
Amortization of intangible assets 20,269 18,073 39,544 36,598
Equity in net loss of equity investees 209 - 1,091 -
Finance income (394) (3,004) (1,463) (3,372)
Finance costs 774 1,966 1,792 3,127
Income tax expense (recovery) 3,666 (35,083) 6,977 (86,046)
Foreign exchange loss (217) 1,868 (9) 3,933
Change in non-cash operating working capital (9,495) (29,572) (33,839) (42,948)
Income taxes paid (8,013) (4,349) (10,715) (6,728)
Net cash flows from operating activities 26,194 7,841 38,415 27,120
Cash flows from financing activities:
Interest paid (501) (1,576) (837) (2,463)
Increase in other non current liabilities 322 (246) 122 (159)
Increase in bank indebtedness, net 16,342 17,071 29,342 55,715
Credit facility transaction costs (46) - (1,886) -
Dividends paid (21,192) - (21,192) (42,384)
Net cash flows from (used in) financing activities (5,075) 15,249 5,549 10,709
Cash flows from investing activities:
Acquisition of businesses, net of cash acquired (42,830) (21,153) (50,637) (31,544)
Post-acquisition settlement payments, net of receipts (4,132) (47) (4,633) (1,099)
Purchases of available-for-sale financial assets (80) (4,695) (80) (5,944)
Proceeds from sale of available-for-sale financial assets 55 5,845 1,863 6,488
Proceeds from sale of intangible assets 101 101 -
Increase in restricted cash - - - 450
Interest received 41 117 79 154
Property and equipment purchased (1,251) (1,465) (2,541) (4,064)
Cash flows provided from (used in) investing activities (48,096) (21,398) (55,848) (35,559)
Effect of foreign currency translation adjustment on cash and cash equivalents (165) (1,623) 63 (2,969)
Increase (decrease) in cash and cash equivalents (27,142) 69 (11,821) (699)
Cash, beginning of period 48,813 30,143 33,492 30,911
Cash, end of period $ 21,671 $ 30,212 $ 21,671 $ 30,212

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