TORONTO, Nov. 09, 2023 (GLOBE NEWSWIRE) — Constellation Software Inc. (TSX:CSU) (“Constellation” or the “Company”) today announced its financial results for the third quarter ended September 30, 2023 and declared a $1.00 per share dividend payable on January 11, 2024 to all common shareholders of record at close of business on December 20, 2023. 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 nine months ended September 30, 2023 and the accompanying notes, our Management Discussion and Analysis for the three and nine months ended September 30, 2023 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, 2022, which can be found on SEDAR at www.sedarplus.ca and on the Company’s website www.csisoftware.com. Additional information about the Company is also available on SEDAR at www.sedarplus.ca
Q3 2023 and Subsequent Headlines:
Revenue grew 23% (8% organic growth, 6% after adjusting for changes in foreign exchange rates) to $2,126 million compared to $1,725 million in Q3 2022. A $37 million expense related to the increase in fair value of redeemable preferred securities was incurred in the quarter, which is non-cash related. Fair value of the preferred securities is primarily dependent on the price movement of Lumine Group Inc.’s (TSXV:LMN) Subordinate Voting Shares.Net income attributable to common shareholders increased 30% to $177 million ($8.36 on a diluted per share basis) from $136 million ($6.42 on a diluted per share basis) in Q3 2022.On September 14, 2023, the Company completed the acquisition of the Optimal Blue business from Intercontinental Exchange, Inc. The Company paid cash of $201 million and assumed an estimated cash holdback payable of $1 million and a long-term promissory note payable of $500 million.A number of additional acquisitions were completed for aggregate cash consideration of $187 million (which includes acquired cash). Deferred payments associated with these acquisitions have an estimated value of $37 million resulting in total consideration of $223 million.Cash flows from operations (“CFO”) were $513 million, an increase of 60%, or $192 million, compared to $321 million for the comparable period in 2022.Free cash flow available to shareholders1 (“FCFA2S”) increased 60% or $138 million to $367 million compared to $229 million for the same period in 2022.On October 6, 2023, a total of $157 million (C$213 million) principal amount of Debentures were issued at a price of C$133.00 per C$100.00 principal amount of Debentures purchased, representing proceeds to the Company of $209 million (C$283 million) which was used by the Company to pay down indebtedness under its existing credit facility.
Total revenue for the quarter ended September 30, 2023 was $2,126 million, an increase of 23%, or $401 million, compared to $1,725 million for the comparable period in 2022. For the first nine months of 2023 total revenues were $6,084 million, an increase of 27%, or $1,309 million, compared to $4,774 million for the comparable period in 2022. The increase for both the three and nine month periods compared to the same periods in the prior year is primarily attributable to growth from acquisitions as the Company experienced organic growth of 8% and 5% respectively, 6% and 5% respectively for both periods after adjusting for the impact of changes in the valuation of the US dollar against most major currencies in which the Company transacts business. Organic growth is not a standardized financial measure and might not be comparable to measures disclosed by other issuers.
1.See Non-IFRS measures.
The Net income attributable to common shareholders of CSI for the quarter ended September 30, 2023 was $177 million compared to net income of $136 million for the same period in 2022. On a per share basis this translated into a net income per diluted share of $8.36 in the quarter ended September 30, 2023 compared to net income per diluted share of $6.42 for the same period in 2022. For the nine months ended September 30, 2023, net income attributable to common shareholders of CSI was $375 million or $17.68 per diluted share compared to $360 million or $16.99 per diluted share for the same period in 2022.
For the quarter ended September 30, 2023, CFO increased $192 million to $513 million compared to $321 million for the same period in 2022 representing a increase of 60%. For the first nine months of 2023, CFO increased $371 million to $1,268 million compared to $897 million during the same period in 2022, representing an increase of 41%.
For the quarter ended September 30, 2023, FCFA2S increased $138 million to $367 million compared to $229 million for the same period in 2022 representing an increase of 60%. For the nine months ended September 30, 2023, FCFA2S increased $272 million to $835 million compared to $563 million for the same period in 2022 representing an increase of 48%.
The board of directors of Constellation announced today the appointment of Lawrence Cunningham and Dexter Salna to the Company’s Board of Directors.
Lawrence A. Cunningham is the Managing Partner of the Quality Shareholders Group (a boutique investor relations consultancy) since 2017 and Special Counsel, Mayer Brown LLP, since January 2023. Mr. Cunningham served as the Henry St. George Tucker III Research Professor of Law at George Washington University from 2007 to 2022 (elected emeritus in 2022). He has served on several public, private, and non-profit boards. He currently is a Director of Markel Group (New York Stock Exchange) and of Kelly Partners Group (Australia Stock Exchange). Mr. Cunningham also is a Trustee of the Museum of American Finance; a member of the Dean’s Council of Lerner College of Business at the University of Delaware; a member of the Editorial Board of Financial History; and a member of the Advisory Board for the Ben Graham Centre for Value Investing at Ivey Business School. Mr. Cunningham has written extensively on corporate affairs, including the best-selling book, The Essays of Warren Buffett. In 2018, he received the B. Kenneth West Lifetime Achievement Award from the National Association of Corporate Directors (NACD; in 2023, he delivered Delaware Law School’s 37th Annual F.G. Pileggi Distinguished Lecture in Corporate Law.
Dexter Salna joined Constellation in 1995 and is currently the Chairman of the Perseus operating group within Constellation and oversees its Romulus and Digital Marketing portfolios of software businesses. Prior to his current position, Mr. Salna held various senior executive positions within the Volaris operating group of Constellation.
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
Free cash flow available to shareholders ‘‘FCFA2S’’ refers to net cash flows from operating activities less interest paid on lease obligations, interest paid on other facilities, credit facility transaction costs, repayments of lease obligations, the IRGA / TSS membership liability revaluation charge, and property and equipment purchased, and includes interest and dividends received, and the proceeds from sale of interest rate caps. The portion of this amount applicable to non-controlling interests is then deducted. We believe that FCFA2S is useful supplemental information as it provides an indication of the uncommitted cash flow that is available to shareholders if we do not make any acquisitions, or investments, and do not repay any debts. While we could use the FCFA2S to pay dividends or repurchase shares, our objective is to invest all of our FCFA2S in acquisitions which meet our hurdle rate.
FCFA2S is not a recognized measure under IFRS and, accordingly, readers are cautioned that FCFA2S should not be construed as an alternative to net cash flows from operating activities.
The following table reconciles FCFA2S to net cash flows from operating activities:
Three months ended
September 30, Nine months ended
September 30, 20232022 20232022 ($ in millions) ($ in millions) Net cash flows from operating activities513 321 1,268 897 Adjusted for: Interest paid on lease obligations(3)(3) (8)(8) Interest paid on other facilities(34)(23) (96)(49) Proceeds from sale of interest rate cap(1)- 5 – Credit facility transaction costs(1)(0) (4)(3) Payments of lease obligations(25)(24) (78)(69) IRGA / TSS membership liability revaluation charge(25)(33) (94)(89) Property and equipment purchased(10)(8) (29)(27) Interest and dividends received0 0 1 0 415 230 965 652 Less amount attributable to
Non-controlling interests(47)(1) (129)(89) Free cash flow available to shareholders367 229 835 563 Due to rounding, certain totals may not foot.
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.
For further information:
Jamal Baksh
Chief Financial Officer
(416) 861-9677
info@csisoftware.com
www.csisoftware.com
SOURCE: CONSTELLATION SOFTWARE INC.
CONSTELLATION SOFTWARE INC.
Condensed Consolidated Interim Statements of Financial Position(In millions of U.S. dollars, except per share amounts. Due to rounding, numbers presented may not foot.) Unaudited September 30, 2023 December 31, 2022 September 30, 2022 Assets Current assets: Cash$1,076 $811 $665 Accounts receivable 994 892 719 Unbilled revenue 329 219 225 Inventories 56 48 46 Other assets 497 497 474 2,951 2,466 2,129 Non-current assets: Property and equipment 129 128 119 Right of use assets 282 283 266 Deferred income taxes 84 159 149 Other assets 199 174 160 Intangible assets 6,358 4,662 4,407 7,052 5,406 5,101 Total assets$10,004 $7,872 $7,230 Liabilities and Shareholders’ Equity Current liabilities: Debt with recourse to Constellation Software Inc.$907 $505 $364 Debt without recourse to Constellation Software Inc. 235 316 234 Redeemable preferred securities 536 – – Accounts payable and accrued liabilities 1,246 1,083 916 Dividends payable 21 21 21 Deferred revenue 1,778 1,482 1,426 Provisions 8 11 9 Acquisition holdback payables 153 159 150 Lease obligations 103 96 93 Income taxes payable 112 99 103 5,098 3,772 3,316 Non-current liabilities: Debt with recourse to Constellation Software Inc. 617 567 522 Debt without recourse to Constellation Software Inc. 1,275 586 705 Deferred income taxes 517 465 447 Acquisition holdback payables 87 73 62 Lease obligations 216 218 204 Other liabilities 238 258 273 2,949 2,167 2,214 Total liabilities 8,047 5,938 5,530 Shareholders’ equity: Capital stock 99 99 99 Accumulated other comprehensive income (loss) (159) (150) (227) Retained earnings 1,712 1,763 1,632 Non-controlling interests 304 221 196 1,957 1,933 1,700 Total liabilities and shareholders’ equity$10,004 $7,872 $7,230 CONSTELLATION SOFTWARE INC.
Condensed Consolidated Interim Statements of Income (loss)(In millions of U.S. dollars, except per share amounts. Due to rounding, numbers presented may not foot.) Unaudited Three months ended September 30, Nine months ended September 30, 2023 2022 2023 2022 Revenue License$84 $79 $254 $220 Professional services 450 375 1,290 985 Hardware and other 71 54 191 151 Maintenance and other recurring 1,521 1,217 4,349 3,418 2,126 1,725 6,084 4,774 Expenses Staff 1,112 925 3,291 2,581 Hardware 42 31 113 88 Third party license, maintenance and professional services 208 167 592 443 Occupancy 11 12 37 35 Travel, telecommunications, supplies, software and equipment 99 80 285 215 Professional fees 36 26 107 78 Other, net 37 64 103 132 Depreciation 41 38 120 105 Amortization of intangible assets 214 177 620 491 1,799 1,521 5,268 4,167 Foreign exchange loss (gain) (23) (57) 3 (98) IRGA/TSS Membership liability revaluation charge 25 33 94 89 Finance and other expense (income) 2 8 (7) 24 Bargain purchase gain (0) (3) (1) (4) Impairment of intangible and other non-financial assets 1 – 4 1 Redeemable preferred securities expense (income) 37 – 319 – Finance costs 50 29 132 73 91 11 544 86 Income (loss) before income taxes 236 193 272 521 Current income tax expense (recovery) 99 113 315 322 Deferred income tax expense (recovery) (32) (63) (155) (189) Income tax expense (recovery) 67 50 160 133 Net income (loss) 169 143 112 388 Net income (loss) attributable to: Common shareholders of Constellation Software Inc. 177 136 375 360 Non-controlling interests (8) 7 (263) 28 Net income (loss) 169 143 112 388 Earnings per common share of Constellation Software Inc.
Basic and diluted$8.36 $6.42 $17.68 $16.99 CONSTELLATION SOFTWARE INC.
Condensed Consolidated Interim Statements of Comprehensive Income (Loss)(In millions of U.S. dollars, except per share amounts. Due to rounding, numbers presented may not foot.) Unaudited Three months ended September 30, Nine months ended September 30, 2023 2022 2023 2022 Net income (loss)$169 $143 $112 $388 Items that are or may be reclassified subsequently to net income (loss): Foreign currency translation differences from foreign operations and other,
net of tax (58) (93) (27) (184) Other comprehensive income (loss), net of income tax (58) (93) (27) (184) Total comprehensive income (loss)$111 $50 $85 $204 Total other comprehensive income (loss) attributable to: Common shareholders of Constellation Software Inc. (46) (80) (21) (156) Non-controlling interests (notes 1 and 18) (12) (13) (6) (27) Total other comprehensive income (loss)$(58) $(93) $(27) $(184) Total comprehensive income (loss) attributable to: Common shareholders of Constellation Software Inc. 131 56 354 204 Non-controlling interests (20) (6) (269) 1 Total comprehensive income (loss)$111 $50 $85 $204 CONSTELLATION SOFTWARE INC.
Condensed Consolidated Interim Statement of Changes in Equity(In millions of U.S. dollars, except per share amounts. Due to rounding, numbers presented may not foot.) UnauditedNine months ended September 30, 2023 Equity Attributable to Common Shareholders of CSI Capital
stockOther
equityAccumulated
other comprehensive income (loss)Retained earningsTotal Non-controlling interestsTotal
equity Balance at January 1, 2023$ 99 $ – $ (150)$ 1,763 $ 1,713 221 $ 1,933 Total comprehensive income (loss): Net income (loss) – – – 375 375 (263) 112 Other comprehensive income (loss) Foreign currency translation differences from
foreign operations and other, net of tax – – (21) – (21) (6) (27) Total other comprehensive income (loss) – – (21) – (21) (6) (27) Total comprehensive income (loss) – – (21) 375 354 (269) 85 Transactions with owners, recorded directly in equity Special dividend of Lumine Subordinate Voting Shares – – 12 (378) (366) 366 – Acquisition of non-controlling interests – – – – – (1) (1) Conversion of Lumine Special Shares to subordinate
voting shares of Lumine – – – – – 5 5 Other movements in non-controlling interests – – 0 16 16 (18) (2) Dividends to shareholders of the Company – – – (64) (64) – (64) Balance at September 30, 2023$ 99 $ – $ (159)$ 1,712 $ 1,653 $ 304 $ 1,957 CONSTELLATION SOFTWARE INC.
Condensed Consolidated Interim Statement of Changes in Equity(In millions of U.S. dollars, except per share amounts. Due to rounding, numbers presented may not foot.) Unaudited Nine months ended September 30, 2022 Equity Attributable to Common Shareholders of CSI Capital
stockOther
equityAccumulated other comprehensive income (loss)Retained earningsTotalNon-controlling interestsTotal
equity Balance at January 1, 2022$ 99 $ (179)$ (66)$ 1,206 $ 1,061 $ 460 $ 1,521 Total comprehensive income (loss): Net income (loss) – – – 360 360 28 388 Other comprehensive income (loss) Foreign currency translation differences from
foreign operations and other, net of tax – – (156) – (156) (27) (184) Total other comprehensive income (loss) – – (156) – (156) (27) (184) Total comprehensive income (loss) – – (156) 360 204 1 204 Transactions with owners, recorded directly in equity Conversion of redeemable preferred securities to subordinate
voting shares of Topicus.com Inc. and ordinary units of Topicus
Coop and other movements – 305 (5) – 301 (301) – Non-controlling interests arising from business combinations – – 41 41 Other movements in non-controlling interests – 2 2 (5) (2) Dividends to shareholders of the Company (note 12) – – – (64) (64) – (64) Reclassification of other equity to retained earnings – (127) 127 – – Balance at September 30, 2022$ 99 $ – $ (227)$ 1,632 $ 1,504 $ 196 $ 1,700 CONSTELLATION SOFTWARE INC.
Condensed Consolidated Interim Statements of Cash Flows(In millions of U.S. dollars, except per share amounts. Due to rounding, numbers presented may not foot.) Unaudited Three months ended September 30, Nine months ended September 30, 2023 2022 2023 2022 Cash flows from (used in) operating activities: Net income (loss)$169 $143 $112 $388 Adjustments for: Depreciation 41 38 120 105 Amortization of intangible assets 214 177 620 491 IRGA/TSS Membership liability revaluation charge 25 33 94 89 Finance and other expense (income) 2 8 (7) 24 Bargain purchase (gain) (0) (3) (1) (4) Impairment of intangible and other non-financial assets 1 – 4 1 Redeemable preferred securities expense (income) 37 – 319 – Finance costs 50 29 132 73 Income tax expense (recovery) 67 50 160 133 Foreign exchange loss (gain) (23) (57) 3 (98) Change in non-cash operating assets and liabilities
exclusive of effects of business combinations (7) (8) 23 (27) Income taxes paid (62) (89) (310) (279) Net cash flows from (used in) operating activities 513 321 1,268 897 Cash flows from (used in) financing activities: Interest paid on lease obligations (3) (3) (8) (8) Interest paid on debt (34) (23) (96) (49) Proceeds from sale of interest rate cap (1) – 5 – Increase (decrease) in CSI facility 175 (32) 364 205 Increase (decrease) in Topicus revolving credit debt facility without
recourse to CSI 5 7 43 112 Proceeds from issuance of debt facilities without recourse to CSI 35 22 290 447 Repayments of debt facilities without recourse to CSI (100) (17) (227) (30) Other financing activities (2) 3 (1) 4 Credit facility transaction costs (1) (0) (4) (3) Payments of lease obligations (25) (24) (78) (69) Distribution to the Joday Group – – – (23) Dividends paid to redeemable preferred security holders – – – (7) Dividends paid to common shareholders of the Company (21) (21) (64) (64) Net cash flows from (used in) in financing activities 28 (89) 224 516 Cash flows from (used in) investing activities: Acquisition of businesses (389) (207) (1,233) (1,421) Cash obtained with acquired businesses 19 42 113 190 Post-acquisition settlement payments, net of receipts (35) (39) (168) (98) Purchases of investments and other assets (1) (0) (19) (96) Proceeds from sales of other investments and other assets – – 119 3 Decrease (increase) in restricted cash (1) – (1) – Interest, dividends and other proceeds received 0 1 3 4 Property and equipment purchased (10) (8) (29) (27) Net cash flows from (used in) investing activities (416) (211) (1,216) (1,445) Effect of foreign currency on
cash (19) (32) (10) (67) Increase (decrease) in cash 107 (11) 265 (99) Cash, beginning of period$970 $676 $811 $763 Cash, end of period$1,076 $665 $1,076 $665