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

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TORONTO, ONTARIO (August 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:

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:

The following table reconciles Adjusted net income to net income:

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

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

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.

For further information:

John Billowits
Chief Financial Officer
(416) 861-2279
info@csisoftware.com
www.csisoftware.com

SOURCE: CONSTELLATION SOFTWARE INC.

August 2nd 2012

August 02, 2012