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)
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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)
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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)
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Cash flows used in investing activities (109,827) (43,212)
Effect of foreign currency on cash and cash
equivalents 192 (220)
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Increase in cash and cash equivalents 7,821 2,581
Cash, beginning of period 33,492 30,911
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Cash, end of period $ 41,313 $ 33,492
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FOR FURTHER INFORMATION PLEASE CONTACT:
Constellation Software Inc.
John Billowits
Chief Financial Officer
(416) 861-2279
info@csisoftware.com
www.csisoftware.com
Points.com (TSX:PTS)
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