Constellation Software Inc.
TSX : CSU

Constellation Software Inc.

July 29, 2015 17:06 ET

Constellation Software Inc. Announces Results for the Second Quarter Ended June 30, 2015 and Declares Quarterly Dividend

TORONTO, ONTARIO--(Marketwired - July 29, 2015) - Constellation Software Inc. (TSX:CSU) ("Constellation" or the "Company") today announced its financial results for the second quarter ended June 30, 2015 and declared a $1.00 per share dividend payable on October 5, 2015 to all common shareholders of record at close of business on September 17, 2015. This dividend has been designated as an eligible dividend for the purposes of the Income Tax Act (Canada). Please note that all dollar amounts referred to in this press release are in U.S. Dollars unless otherwise stated.

The following press release should be read in conjunction with the Company's Unaudited Condensed Consolidated Interim Financial Statements for the three and six months ended June 30, 2015 and the accompanying notes, our Management's Discussion and Analysis for the three and six months ended June 30, 2015, our annual Consolidated Financial Statements, prepared in accordance with International Financial Reporting Standards ("IFRS") and our annual Management's Discussion and Analysis for the year ended December 31, 2014, which can be found on SEDAR at www.sedar.com and on the Company's website www.csisoftware.com. Additional information about the Company is also available on SEDAR at www.sedar.com.

Q2 2015 Headlines:

  • Revenue grew 7% (negative 4% organic growth) to $444 million compared to $416 million in Q2 2014. Changes in foreign exchange rates resulted in an approximate 6% reduction in organic growth.
  • Adjusted EBITA increased $18 million or 22% to $99 million as compared to $81 million in Q2 2014. Changes in foreign exchange rates resulted in less than a 1% reduction in Adjusted EBITA margin.
  • Adjusted Net Income increased 23% to $80 million ($3.76 on a diluted per share basis) from $65 million ($3.07 on a diluted per share basis) in Q2 2014.
  • Net income increased 42% to $33 million ($1.54 on a diluted per share basis) from $23 million ($1.08 on a diluted per share basis) in Q2 2014.
  • Eight acquisitions were completed for aggregate cash consideration of $112 million (which includes acquired cash). Deferred payments associated with these acquisitions have an estimated value of $10 million.
  • Cash flows from operations were $64 million, an increase of 46%, or $20 million, compared to $44 million for the comparable period in 2014.
  • The amount drawn on the Company's credit facilities increased to $298 million from $204 million in Q1 2015.

Second quarter 2015 revenue was $444 million, an increase of 7%, or $28 million, compared to $416 million for the comparable period in 2014. For the first six months of 2015 total revenues were $866 million, an increase of 7%, or $56 million, compared to $811 million for the comparable period in 2014. The increase for both the three and six month periods ended June 30, 2015 compared to the same periods in the prior year is attributable to growth from acquisitions as the Company experienced negative organic growth of growth of 4% and 3%, respectively.

Adjusted EBITA for the second quarter of 2015 was $99 million, a 22% increase compared to the prior year's second quarter Adjusted EBITA of $81 million. Second quarter 2015 Adjusted EBITA per share on a diluted basis increased 22% to $4.67, compared to $3.83 for the same period last year. Adjusted EBITA for the six month period ended June 30, 2015 was $192 million, a 34% increase over last year's Adjusted EBITA of $144 million for the same period. Adjusted EBITA per share on a diluted basis for the six month period ended June 30, 2015 increased 34% to $9.08, compared to $6.79 for the same period last year.

Adjusted Net Income for the second quarter of 2015 was $80 million, compared to the prior year's second quarter Adjusted Net Income of $65 million, a 23% increase. Second quarter 2015 Adjusted Net Income per share on a diluted basis increased 23% to $3.76 compared to $3.07 for the prior year's second quarter. Adjusted Net Income for the six month period ended June 30, 2015 was $154 million, an increase of 30% over last year's Adjusted Net Income of $118 million. Adjusted Net Income per share on a diluted basis for the six month period ended June 30, 2015 increased 30% to $7.29, compared to $5.58 for the same period in 2014.

Net income for the second quarter 2015 was $33 million compared to the prior year's second quarter net income of $23 million. Net income per share on a diluted per share basis for the second quarter of 2015 increased 42% to $1.54, compared to $1.08 for the same period of 2014. Net income for the six month period ended June 30, 2015 was $66 million, an increase of 106% over net income of $32 million for the same period in 2014. Net income per share on a diluted basis for the six month period ended June 30, 2015 increased 106% to $3.09, compared to $1.50 for the same period in 2014.

Cash flows from operations for the second quarter of 2015 were $64 million, an increase of 46%, or $20 million, compared to $44 million for the comparable period in 2014. For the first six months of 2015 cash flows from operations were $177 million, an increase of 23%, or $33 million, compared to $144 million for the comparable period in 2014.

The following table displays our revenue by reportable segment and the percentage change for the three and six months ended June 30, 2015 compared to the same periods in 2014:

Three months ended Period-Over- Six months ended Period-Over-
June 30, Period Change June 30, Period Change
2015 2014 $ % 2015 2014 $ %
($M, except percentages) ($M, except percentages)
Public Sector
Licenses 22.2 21.0 1.2 6 % 41.4 37.2 4.2 11 %
Professional services 78.9 81.5 (2.6 ) -3 % 153.7 156.7 (3.0 ) -2 %
Hardware and other 25.6 29.8 (4.2 ) -14 % 50.9 58.4 (7.5 ) -13 %
Maintenance and other recurring 181.6 161.4 20.2 13 % 353.1 319.2 33.9 11 %
308.3 293.7 14.6 5 % 599.2 571.5 27.7 5 %
Private Sector
Licenses 10.9 9.4 1.5 16 % 21.9 19.6 2.3 12 %
Professional services 17.5 17.8 (0.3 ) -2 % 35.4 34.5 0.9 3 %
Hardware and other 6.4 5.3 1.1 22 % 12.1 10.5 1.7 16 %
Maintenance and other recurring 100.5 89.8 10.7 12 % 197.8 174.8 23.0 13 %
135.3 122.2 13.0 11 % 267.2 239.3 27.9 12 %

Public Sector

For the quarter ended June 30, 2015, total revenue in the public sector reportable segment increased by 5%, or $15 million to $308 million, compared to $294 million for the quarter ended June 30, 2014. For the six months ended June 30, 2015, total revenue increased by 5%, or $28 million to $599 million, compared to $572 million for the comparable period in 2014. Total revenue growth from acquired businesses contributed approximately $30 million to our Q2 2015 revenues and $50 million to our six months ended June 30, 2015 revenues compared to the same periods in 2014, as we completed 18 acquisitions since the beginning of 2014. Organic revenue growth was negative 5% in Q2 2015 and negative 4% for the six months ended June 30, 2015 compared to the same periods in 2014. For the three and six months ended June 30, 2015, the appreciation of the US dollar against most major currencies in which the Company transacts business resulted in approximate 7% and 6% respective reductions in the public sector revenue organic growth rates compared to the comparable periods of 2014.

Private Sector

For the quarter ended June 30, 2015, total revenue in the private sector reportable segment increased 11%, or $13 million to $135 million, compared to $122 million for the quarter ended June 30, 2014. For the six months ended June 30, 2015 total revenue increased by 12%, or $28 million to $267 million, compared to $239 million for the comparable period in 2014. Total revenue growth from acquired businesses contributed approximately $16 million to our Q2 2015 revenues and $33 million to our six months ended June 30, 2015 revenues compared to the same periods in 2014, as we completed 16 acquisitions since the beginning of 2014. Organic revenue growth was negative 2% for both the three and six month periods ended June 30, 2015 compared to the same periods in 2014. For the three and six months ended June 30, 2015, the appreciation of the US dollar against most major currencies in which the Company transacts business resulted in approximate 5% and 4% respective reductions in the private sector revenue organic growth rates compared to the comparable periods of 2014.

Conference Call and Webcast

Management will host a conference call at 9:00 a.m. (ET) on Thursday, July 30, 2015 to answer questions regarding the results. The teleconference numbers are 416-340-2216 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 August 12, 2015. To access the replay, please dial 905-694-9451 or 800-408-3053 followed by the passcode 2063785.

Forward Looking Statements

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

Non-IFRS Measures

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

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

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

The following table reconciles Adjusted EBITA to net income:

Three months ended Six months ended
June 30, June 30,
2015 2014 2015 2014
($M, except percentages) ($M, except percentages)
Total revenue 443.5 415.9 866.4 810.8
Net income 32.7 23.0 65.6 31.9
Adjusted for:
Income tax expense (recovery) 16.1 10.3 27.4 18.5
Foreign exchange (gain) loss (0.7 ) 2.2 (2.5 ) 2.3
TSS membership liability revaluation charge 3.4 - 9.4 -
Share in net (income) loss of equity investees (0.3 ) (0.4 ) (0.9 ) (0.5 )
Finance and other income (0.1 ) (1.4 ) (0.3 ) (1.9 )
Finance costs 4.6 3.5 8.9 6.8
Amortization of intangible assets 43.3 44.0 84.8 86.8
Adjusted EBITA 99.0 81.1 192.4 143.9
Adjusted EBITA margin 22 % 20 % 22 % 18 %

The following table reconciles Adjusted net income to net income:

Three months ended Six months ended
June 30, June 30,
2015 2014 2015 2014
($M, except percentages) ($M, except percentages)
Total revenue 443.5 415.9 866.4 810.8
Net income 32.7 23.0 65.6 31.9
Adjusted for:
Amortization of intangible assets 43.3 44.0 84.8 86.8
TSS membership liability revaluation charge 3.4 - 9.4 -
Less non-controlling interest in the Adjusted net income of TSS (3.1 ) - (6.3 ) -
Deferred income tax expense (recovery) 3.5 (1.9 ) 1.0 (0.3 )
Adjusted net income 79.7 65.0 154.4 118.4
Adjusted net income margin 18 % 16 % 18 % 15 %

About Constellation Software Inc.

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

CONSTELLATION SOFTWARE INC.
Condensed Consolidated Interim Statements of Financial Position
(In thousands of U.S. dollars)
(Unaudited)
June 30, December 31,
2015 2014
Assets
Current assets:
Cash $ 132,006 $ 70,679
Accounts receivable 201,752 200,056
Work in progress 64,629 51,483
Inventories 28,256 25,246
Other assets 74,482 63,294
501,125 410,758
Non-current assets:
Property and equipment 36,394 37,227
Deferred income taxes 60,139 60,763
Other assets 35,382 36,942
Intangible assets 943,446 887,435
1,075,361 1,022,367
Total assets $ 1,576,486 $ 1,433,125
Liabilities and Shareholders' Equity
Current liabilities:
Bank indebtedness $ 160,201 $ 66,326
TSS membership liability 19,281 17,345
Accounts payable and accrued liabilities 220,977 244,996
Dividends payable 21,119 21,192
Deferred revenue 436,743 347,336
Provisions 7,494 13,399
Acquisition holdback payments 22,974 22,665
Income taxes payable 18,908 25,588
907,697 758,847
Non-current liabilities:
Bank indebtedness 132,585 149,654
TSS membership liability 33,918 30,515
Debentures 74,364 78,642
Deferred income taxes 107,432 107,275
Acquisition holdback payments 1,735 3,603
Other liabilities 46,593 44,758
396,627 414,447
Total liabilities 1,304,324 1,173,294
Shareholders' equity:
Capital stock 99,283 99,283
Accumulated other comprehensive income (loss) (30,155 ) (19,290 )
Retained earnings 203,034 179,838
272,162 259,831
Total liabilities and shareholders' equity $ 1,576,486 $ 1,433,125
CONSTELLATION SOFTWARE INC.
Condensed Consolidated Interim Statements of Income
(In thousands of U.S. dollars, except per share amounts)
Three and six months ended June 30, 2015 and 2014
(Unaudited)
Three months ended June 30, Six months ended June 30,
2015 2014 2015 2014
Revenue
License $ 33,026 $ 30,357 $ 63,351 $ 56,838
Professional services 96,410 99,350 189,116 191,160
Hardware and other 31,994 35,056 63,042 68,848
Maintenance and other recurring 282,080 251,168 550,892 493,934
443,510 415,931 866,401 810,780
Expenses
Staff 223,086 224,426 444,938 450,098
Hardware 18,430 19,755 36,215 38,494
Third party license, maintenance and professional services 38,412 38,196 77,212 73,515
Occupancy 10,277 10,206 20,858 20,164
Travel 13,839 12,535 25,649 23,950
Telecommunications 4,305 4,152 8,391 8,097
Supplies 10,382 9,174 19,941 17,881
Professional fees 5,885 5,211 10,692 10,250
Other, net 15,644 7,063 21,928 16,204
Depreciation 4,250 4,094 8,176 8,181
Amortization of intangible assets 43,312 43,985 84,793 86,787
387,822 378,797 758,793 753,621
Foreign exchange loss (gain) (743 ) 2,177 (2,466 ) 2,349
TSS membership liability revaluation charge 3,378 - 9,408 -
Share in net (income) loss of equity investee (250 ) (415 ) (940 ) (535 )
Finance and other income (62 ) (1,386 ) (320 ) (1,854 )
Finance costs 4,643 3,528 8,926 6,842
6,966 3,904 14,608 6,802
Income before income taxes 48,722 33,230 93,000 50,357
Current income tax expense (recovery) 12,566 12,183 26,462 18,794
Deferred income tax expense (recovery) 3,502 (1,911 ) 958 (291 )
Income tax expense (recovery) 16,068 10,272 27,420 18,503
Net income 32,654 22,958 65,580 31,854
Earnings per share
Basic and diluted $ 1.54 $ 1.08 $ 3.09 $ 1.50
CONSTELLATION SOFTWARE INC.
Condensed Consolidated Interim Statements of Comprehensive Income
(In thousands of U.S. dollars, except per share amounts)
Three and six months ended June 30, 2015 and 2014
(Unaudited)
Three months ended June 30, Six months ended June 30,
2015 2014 2015 2014
Net income $ 32,654 $ 22,958 $ 65,580 $ 31,854
Items that are or may be reclassified subsequently to net income:
Net change in fair value of available-for-sale financial asset during the period - - - 93
Net change in fair value of derivatives designated as hedges during the period 215 - (15 ) -
Amounts reclassified to profit during the period related to realized gains on available-for-sale financial asset - (310 ) - (574 )
Foreign currency translation differences from foreign operations 1,073 1,318 (10,856 ) 1,638
Current income tax recovery (expense) - - - 35
Deferred income tax recovery (expense) (64 ) - 6 (12 )
Other comprehensive (loss) income for the period, net of income tax 1,224 1,008 (10,865 ) 1,180
Total comprehensive income for the period $ 33,878 $ 23,966 $ 54,715 $ 33,034
CONSTELLATION SOFTWARE INC.
Condensed Consolidated Interim Statements of Changes in Equity
(In thousands of U.S. dollars)
(Unaudited)
Six months ended June 30, 2015
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 derivatives designed as hedges Amounts related to gains/losses on available-for-sale financial assets
Balance at January 1, 2015 $ 99,283 $ (18,880 ) $ (410 ) $ - $ (19,290 ) $ 179,838 $ 259,831
Total comprehensive income for the year
Net income - - - - - 65,580 65,580
Other comprehensive income (loss)
Net change in fair value of available-for-sale financial asset during the year - - - - - - -
Net change in fair value of derivatives designated as hedges during the year - - (15 ) - (15 ) - (15 )
Amounts reclassified to profit during the year related to realized gains on available-for-sale financial assets - - - - - - -
Foreign currency translation differences from foreign operations - (10,856 ) - - (10,856 ) - (10,856 )
Current tax recovery (expense) - - - - - - -
Deferred tax recovery (expense) - - 6 - 6 - 6
Total other comprehensive income (loss) for the year - (10,856 ) (9 ) - (10,865 ) - (10,865 )
Total comprehensive income (loss) for the year - (10,856 ) (9 ) - (10,865 ) 65,580 54,715
Transactions with owners, recorded directly in equity
Dividends to shareholders of the Company - - - - - (42,384 ) (42,384 )
Balance at June 30, 2015 $ 99,283 $ (29,736 ) $ (419 ) $ - $ (30,155 ) $ 203,034 $ 272,162
CONSTELLATION SOFTWARE INC.
Condensed Consolidated Interim Statements of Changes in Equity
(In thousands of U.S. dollars)
(Unaudited)
Six months ended June 30, 2014
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 derivatives designed as hedges Amounts related to gains/losses on available-for-sale financial assets
Balance at January 1, 2014 $ 99,283 $ (32 ) $ - $ 481 $ 449 $ 166,267 $ 265,999
Total comprehensive income for the year
Net income - - - - - 31,854 31,854
Other comprehensive income (loss)
Net change in fair value of available-for-sale financial assets during the year - - - 93 93 - 93
Amounts reclassified to profit during the year related to realized gains on available-for-sale financial assets - - - (574 ) (574 ) - (574 )
Foreign currency translation differences from foreign operations - 1,638 - - 1,638 - 1,638
Current tax recovery (expense) - 35 - - 35 - 35
Deferred tax recovery (expense) - (12 ) - (12 ) - (12 )
Total other comprehensive income for the period - 1,661 - (481 ) 1,180 - 1,180
Total comprehensive income for the period - 1,661 - (481 ) 1,180 31,854 33,034
Transactions with owners, recorded directly in equity
Dividends to shareholders of the Company - - - - - (42,384 ) (42,384 )
Balance at June 30, 2014 $ 99,283 $ 1,629 $ - $ - $ 1,629 $ 155,737 $ 256,649
CONSTELLATION SOFTWARE INC.
Condensed Consolidated Interim Statements of Cash Flows
(In thousands of U.S. dollars)
Three and six months ended June 30, 2015 and 2014
(Unaudited)
Three months ended June 30, Six months ended June 30,
2015 2014 2015 2014
Cash flows from operating activities:
Net income $ 32,654 $ 22,958 $ 65,580 $ 31,854
Adjustments for:
Depreciation 4,250 4,094 8,176 8,181
Amortization of intangible assets 43,312 43,985 84,793 86,787
TSS membership liability revaluation charge 3,378 - 9,408 -
Share in net (income) loss of equity investee (250 ) (415 ) (940 ) (535 )
Finance and other income (62 ) (1,386 ) (320 ) (1,854 )
Finance costs 4,643 3,528 8,926 6,842
Income tax expense (recovery) 16,068 10,272 27,420 18,503
Foreign exchange loss (gain) (743 ) 2,177 (2,466 ) 2,349
Change in non-cash operating working capital exclusive of effects of business combinations (21,450 ) (28,806 ) 8,489 9,090
Income taxes paid (17,632 ) (12,345 ) (32,250 ) (17,630 )
Net cash flows from operating activities 64,168 44,062 176,816 143,587
Cash flows from (used in) financing activities:
Interest paid (3,838 ) (2,798 ) (7,429 ) (5,013 )
Increase (decrease) in bank indebtedness, net 85,891 (36,083 ) 89,391 (29,482 )
Credit facility transaction costs - (5,439 ) - (5,439 )
Dividends paid (21,192 ) (21,192 ) (42,384 ) (42,384 )
Net cash flows from (used in) in financing activities 60,861 (65,512 ) 39,578 (82,318 )
Cash flows from (used in) investing activities:
Acquisition of businesses, net of cash acquired (109,168 ) (11,063 ) (129,679 ) (21,897 )
Post-acquisition settlement payments, net of receipts (13,955 ) (5,673 ) (15,636 ) (8,017 )
Proceeds from sale of available-for-sale equity securities - 469 - 873
Interest and dividends received 2 102 43 232
Property and equipment purchased (3,406 ) (4,786 ) (5,544 ) (9,004 )
Net cash flows used in investing activities (126,527 ) (20,951 ) (150,816 ) (37,813 )
Effect of foreign currency on cash and cash equivalents 1,687 1,233 (4,251 ) (147 )
Increase (decrease) in cash and cash equivalents 189 (41,168 ) 61,327 23,309
Cash, beginning of period 131,817 142,444 70,679 77,967
Cash, end of period $ 132,006 $ 101,276 $ 132,006 $ 101,276

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