Constellation Software Inc. Announces Results for the First Quarter Ended March 31, 2024 and Declares Quarterly Dividend
TORONTO, May 10, 2024 (GLOBE NEWSWIRE) — Constellation Software Inc. (TSX:CSU) (“Constellation” or the “Company”) today announced its financial results for the first quarter ended March 31, 2024 and declared a $1.00 per share dividend payable on July 11, 2024 to all common shareholders of record at close of business on June 20, 2024. 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 months ended March 31, 2024 and the accompanying notes, our Management Discussion and Analysis for the three months ended March 31, 2024 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, 2023, which can be found on SEDAR+ at www.sedarplus.com and on the Company’s website www.csisoftware.com. Additional information about the Company is also available on SEDAR+ at www.sedarplus.com.
Q1 2024 Headlines:
- Revenue increased 23% (4% organic growth, 3% after adjusting for changes in foreign exchange rates) to $2,353 million compared to $1,919 million in Q1 2023.
- Net income attributable to common shareholders was $105 million for Q1 2024 ($4.95 on a diluted per share basis), compared to net income attributable to common shareholders of $94 million ($4.44 on a diluted per share basis) in Q1 2023.
- A number of acquisitions were completed for aggregate cash consideration of $223 million (which includes acquired cash). Deferred payments associated with these acquisitions have an estimated value of $65 million resulting in total consideration of $288 million.
- Cash flows from operations (“CFO”) were $737 million, an increase of 16%, or $104 million, compared to $632 million for the comparable period in 2023.
- Free cash flow available to shareholders1 (“FCFA2S”) decreased $7 million to $446 million compared to $453 million for the same period in 2023.
Total revenue for the quarter ended March 31, 2024 was $2,353 million, an increase of 23%, or $434 million, compared to $1,919 million for the comparable period in 2023. The increase is primarily attributable to growth from acquisitions as the Company experienced organic growth of 4% in the quarter, 3% after adjusting for the impact of changes in the valuation of the US dollar against most major currencies in which the Company transacts business. For acquired companies, organic growth is calculated as the difference between actual revenues achieved by each company in the financial period following acquisition compared to the estimated revenues they achieved in the corresponding financial period preceding the date of acquisition by Constellation. Organic growth is not a standardized financial measure and might not be comparable to measures disclosed by other issuers.
The net income attributable to common shareholders of CSI for the quarter ended March 31, 2024 was $105 million compared to $94 million for the same period in 2023. On a per share basis this translated into net income per basic and diluted share of $4.95 in the quarter ended March 31, 2024 compared to $4.44 for the same period in 2023. There was no change in the number of shares outstanding.
For the quarter ended March 31, 2024, CFO increased $104 million to $737 million compared to $632 million for the same period in 2023 representing an increase of 16%.
For the quarter ended March 31, 2024, FCFA2S decreased $7 million to $446 million compared to $453 million for the same period in 2023 representing a decrease of 2%.
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 March 31, |
||||||
| 2024 | 2023 | |||||
| ($ in millions) | ||||||
| Net cash flows from operating activities | 737 | 632 | ||||
| Adjusted for: | ||||||
| Interest paid on lease obligations | (3 | ) | (3 | ) | ||
| Interest paid on other facilities | (41 | ) | (26 | ) | ||
| Proceeds from sale of interest rate cap | – | – | ||||
| Credit facility transaction costs | (11 | ) | (2 | ) | ||
| Payments of lease obligations | (29 | ) | (25 | ) | ||
| IRGA / TSS membership liability revaluation charge | (81 | ) | (39 | ) | ||
| Property and equipment purchased | (10 | ) | (10 | ) | ||
| Interest and dividends received | 6 | 1 | ||||
| 568 | 529 | |||||
| Less amount attributable to | ||||||
| Non-controlling interests | (122 | ) | (76 | ) | ||
| Free cash flow available to shareholders | 446 | 453 | ||||
| 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 | ||||||||||
| March 31, 2024 | December 31, 2023 | March 31, 2023 | ||||||||
| Assets | ||||||||||
| Current assets: | ||||||||||
| Cash | $ | 2,078 | $ | 1,284 | $ | 1,010 | ||||
| Accounts receivable | 1,205 | 1,145 | 1,012 | |||||||
| Unbilled revenue | 360 | 326 | 282 | |||||||
| Inventories | 59 | 51 | 50 | |||||||
| Other assets | 568 | 542 | 450 | |||||||
| 4,270 | 3,348 | 2,803 | ||||||||
| Non-current assets: | ||||||||||
| Property and equipment | 142 | 143 | 128 | |||||||
| Right of use assets | 311 | 312 | 285 | |||||||
| Deferred income taxes | 157 | 110 | 108 | |||||||
| Other assets | 308 | 286 | 182 | |||||||
| Intangible assets | 6,734 | 6,682 | 5,324 | |||||||
| 7,651 | 7,533 | 6,028 | ||||||||
| Total assets | $ | 11,921 | $ | 10,881 | $ | 8,831 | ||||
| Liabilities and Shareholders’ Equity | ||||||||||
| Current liabilities: | ||||||||||
| Debt with recourse to Constellation Software Inc. | $ | 276 | $ | 861 | $ | 480 | ||||
| Debt without recourse to Constellation Software Inc. | 348 | 225 | 199 | |||||||
| Redeemable preferred securities | – | 814 | 409 | |||||||
| Accounts payable and accrued liabilities | 1,298 | 1,433 | 1,117 | |||||||
| Dividends payable | 21 | 21 | 21 | |||||||
| Deferred revenue | 2,267 | 1,757 | 1,995 | |||||||
| Provisions | 8 | 9 | 9 | |||||||
| Acquisition holdback payables | 174 | 173 | 139 | |||||||
| Lease obligations | 113 | 112 | 98 | |||||||
| Income taxes payable | 135 | 88 | 120 | |||||||
| 4,640 | 5,493 | 4,585 | ||||||||
| Non-current liabilities: | ||||||||||
| Debt with recourse to Constellation Software Inc. | 1,832 | 863 | 590 | |||||||
| Debt without recourse to Constellation Software Inc. | 1,470 | 1,385 | 793 | |||||||
| Deferred income taxes | 633 | 610 | 496 | |||||||
| Acquisition holdback payables | 105 | 86 | 68 | |||||||
| Lease obligations | 235 | 236 | 217 | |||||||
| Other liabilities | 255 | 246 | 236 | |||||||
| 4,530 | 3,426 | 2,400 | ||||||||
| Total liabilities | 9,169 | 8,919 | 6,986 | |||||||
| Shareholders’ equity: | ||||||||||
| Capital stock | 99 | 99 | 99 | |||||||
| Accumulated other comprehensive income (loss) | (145 | ) | (99 | ) | (128 | ) | ||||
| Retained earnings | 2,358 | 1,876 | 1,454 | |||||||
| Non-controlling interests | 439 | 85 | 419 | |||||||
| 2,752 | 1,961 | 1,845 | ||||||||
| Total liabilities and shareholders’ equity | $ | 11,921 | $ | 10,881 | $ | 8,831 | ||||
| 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 March 31, | |||||||||
| 2024 | 2023 | ||||||||
| Revenue | |||||||||
| License | $ | 88 | $ | 81 | |||||
| Professional services | 470 | 411 | |||||||
| Hardware and other | 59 | 57 | |||||||
| Maintenance and other recurring | 1,737 | 1,369 | |||||||
| 2,353 | 1,919 | ||||||||
| Expenses | |||||||||
| Staff | 1,293 | 1,068 | |||||||
| Hardware | 35 | 35 | |||||||
| Third party license, maintenance and professional services | 215 | 185 | |||||||
| Occupancy | 14 | 13 | |||||||
| Travel, telecommunications, supplies, software and equipment | 112 | 89 | |||||||
| Professional fees | 38 | 36 | |||||||
| Other, net | 50 | 38 | |||||||
| Depreciation | 44 | 39 | |||||||
| Amortization of intangible assets | 242 | 193 | |||||||
| 2,042 | 1,695 | ||||||||
| Foreign exchange loss (gain) | (18 | ) | 10 | ||||||
| IRGA/TSS Membership liability revaluation charge | 81 | 39 | |||||||
| Finance and other expense (income) | (9 | ) | (7 | ) | |||||
| Bargain purchase gain | (2 | ) | (1 | ) | |||||
| Impairment of intangible and other non-financial assets | 10 | 2 | |||||||
| Redeemable preferred securities expense (income) | 58 | 188 | |||||||
| Finance costs | 67 | 36 | |||||||
| 186 | 267 | ||||||||
| Income (loss) before income taxes | 125 | (43 | ) | ||||||
| Current income tax expense (recovery) | 127 | 103 | |||||||
| Deferred income tax expense (recovery) | (75 | ) | (62 | ) | |||||
| Income tax expense (recovery) | 52 | 40 | |||||||
| Net income (loss) | 74 | (83 | ) | ||||||
| Net income (loss) attributable to: | |||||||||
| Common shareholders of Constellation Software Inc. | 105 | 94 | |||||||
| Non-controlling interests | (31 | ) | (177 | ) | |||||
| Net income (loss) | 74 | (83 | ) | ||||||
| Earnings per common share of Constellation Software Inc. | |||||||||
| Basic and diluted | $ | 4.95 | $ | 4.44 | |||||
| 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 March 31, | ||||||||
| 2024 | 2023 | |||||||
| Net income (loss) | $ | 74 | $ | (83 | ) | |||
| Items that are or may be reclassified subsequently to net income (loss): | ||||||||
| Foreign currency translation differences from foreign operations and other, net of tax | (48 | ) | 16 | |||||
| Other comprehensive income (loss), net of income tax | (48 | ) | 16 | |||||
| Total comprehensive income (loss) | $ | 25 | $ | (67 | ) | |||
| Total other comprehensive income (loss) attributable to: | ||||||||
| Common shareholders of Constellation Software Inc. | (40 | ) | 10 | |||||
| Non-controlling interests | (8 | ) | 6 | |||||
| Total other comprehensive income (loss) | $ | (48 | ) | $ | 16 | |||
| Total comprehensive income (loss) attributable to: | ||||||||
| Common shareholders of Constellation Software Inc. | 65 | 105 | ||||||
| Non-controlling interests | (40 | ) | (171 | ) | ||||
| Total comprehensive income (loss) | $ | 25 | $ | (67 | ) | |||
| 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 | ||||||||||||||||||
| Three months ended March 31, 2024 | ||||||||||||||||||
| Equity Attributable to Common Shareholders of CSI | ||||||||||||||||||
| Capital stock | Accumulated other comprehensive income (loss) | Retained earnings | Total | Non-controlling interests | Total equity | |||||||||||||
| Balance at January 1, 2024 | $ | 99 | $ | (99 | ) | $ | 1,876 | $ | 1,877 | 85 | $ | 1,961 | ||||||
| Total comprehensive income (loss): | ||||||||||||||||||
| Net income (loss) | – | – | 105 | 105 | (31 | ) | 74 | |||||||||||
| Other comprehensive income (loss) | ||||||||||||||||||
| Foreign currency translation differences from | ||||||||||||||||||
| foreign operations and other, net of tax | – | (40 | ) | – | (40 | ) | (8 | ) | (48 | ) | ||||||||
| Total other comprehensive income (loss) | – | (40 | ) | – | (40 | ) | (8 | ) | (48 | ) | ||||||||
| Total comprehensive income (loss) | – | (40 | ) | 105 | 65 | (40 | ) | 25 | ||||||||||
| Transactions with owners, recorded directly in equity | ||||||||||||||||||
| Non-controlling interests arising from business combinations | – | – | – | – | (0 | ) | (0 | ) | ||||||||||
| Conversion of Lumine Special Shares to subordinate voting shares of Lumine and settlement of accrued dividend on Lumine Special Shares through the issuance of subordinate voting shares of Lumine | – | – | – | – | 872 | 872 | ||||||||||||
| Conversion of Lumine Preferred Shares to subordinate voting shares of Lumine and settlement of accrued dividend on Lumine Preferred Shares through the issuance of subordinate voting shares of Lumine | (6 | ) | 400 | 394 | (394 | ) | – | |||||||||||
| Other movements in non-controlling interests | – | – | (1 | ) | (1 | ) | 1 | 0 | ||||||||||
| Dividends paid to non-controlling interests | – | – | – | – | (85 | ) | (85 | ) | ||||||||||
| Dividends to shareholders of the Company | – | – | (21 | ) | (21 | ) | – | (21 | ) | |||||||||
| Balance at March 31, 2024 | $ | 99 | $ | (145 | ) | $ | 2,358 | $ | 2,313 | $ | 439 | $ | 2,752 | |||||
| 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 | ||||||||||||||||||
| Three months ended March 31, 2023 | ||||||||||||||||||
| Equity Attributable to Common Shareholders of CSI | ||||||||||||||||||
| Capital stock | Accumulated other comprehensive income (loss) | Retained earnings | Total | Non-controlling interests | Total equity | |||||||||||||
| Balance at January 1, 2023 | $ | 99 | $ | (150 | ) | $ | 1,763 | $ | 1,713 | $ | 221 | $ | 1,933 | |||||
| Total comprehensive income (loss): | ||||||||||||||||||
| Net income (loss) | – | – | 94 | 94 | (177 | ) | (83 | ) | ||||||||||
| Other comprehensive income (loss) | ||||||||||||||||||
| Foreign currency translation differences from | ||||||||||||||||||
| foreign operations and other, net of tax | – | 10 | – | 10 | 6 | 16 | ||||||||||||
| Total other comprehensive income (loss) | – | 10 | – | 10 | 6 | 16 | ||||||||||||
| Total comprehensive income (loss) | – | 10 | 94 | 105 | (171 | ) | (67 | ) | ||||||||||
| 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 | – | – | – | – | 1 | 1 | ||||||||||||
| Other movements in non-controlling interests | – | 0 | (4 | ) | (4 | ) | 4 | (0 | ) | |||||||||
| Dividends to shareholders of the Company | – | – | (21 | ) | (21 | ) | – | (21 | ) | |||||||||
| Balance at March 31, 2023 | $ | 99 | $ | (128 | ) | $ | 1,454 | $ | 1,426 | $ | 419 | $ | 1,845 | |||||
| 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 March 31, | ||||||||||
| 2024 | 2023 | |||||||||
| Cash flows from (used in) operating activities: | ||||||||||
| Net income (loss) | $ | 74 | $ | (83 | ) | |||||
| Adjustments for: | ||||||||||
| Depreciation | 44 | 39 | ||||||||
| Amortization of intangible assets | 242 | 193 | ||||||||
| IRGA/TSS Membership liability revaluation charge | 81 | 39 | ||||||||
| Finance and other expense (income) | (9 | ) | (7 | ) | ||||||
| Bargain purchase (gain) | (2 | ) | (1 | ) | ||||||
| Impairment of intangible and other non-financial assets | 10 | 2 | ||||||||
| Redeemable preferred securities expense (income) | 58 | 188 | ||||||||
| Finance costs | 67 | 36 | ||||||||
| Income tax expense (recovery) | 52 | 40 | ||||||||
| Foreign exchange loss (gain) | (18 | ) | 10 | |||||||
| Change in non-cash operating assets and liabilities | ||||||||||
| exclusive of effects of business combinations | 208 | 268 | ||||||||
| Income taxes paid | (68 | ) | (91 | ) | ||||||
| Net cash flows from (used in) operating activities | 737 | 632 | ||||||||
| Cash flows from (used in) financing activities: | ||||||||||
| Interest paid on lease obligations | (3 | ) | (3 | ) | ||||||
| Interest paid on debt | (41 | ) | (26 | ) | ||||||
| Increase (decrease) in CSI facility | (578 | ) | (51 | ) | ||||||
| Increase (decrease) in Topicus revolving credit debt facility without recourse to CSI | 114 | (11 | ) | |||||||
| Proceeds from issuance of Senior Notes | 1,000 | – | ||||||||
| Proceeds from issuance of debt facilities without recourse to CSI | 112 | 180 | ||||||||
| Repayments of debt facilities without recourse to CSI | (18 | ) | (86 | ) | ||||||
| Other financing activities | (2 | ) | 2 | |||||||
| Dividends paid to non-controlling interests | (85 | ) | – | |||||||
| Debt transaction costs | (11 | ) | (2 | ) | ||||||
| Payments of lease obligations | (29 | ) | (25 | ) | ||||||
| Distribution to the Joday Group | (64 | ) | – | |||||||
| Principal repayments to the Joday Group pursuant to the Call Notice | (22 | ) | – | |||||||
| Dividends paid to common shareholders of the Company | (21 | ) | (21 | ) | ||||||
| Net cash flows from (used in) in financing activities | 351 | (43 | ) | |||||||
| Cash flows from (used in) investing activities: | ||||||||||
| Acquisition of businesses | (223 | ) | (452 | ) | ||||||
| Cash obtained with acquired businesses | 35 | 45 | ||||||||
| Post-acquisition settlement payments, net of receipts | (76 | ) | (72 | ) | ||||||
| Purchases of investments and other assets | (0 | ) | (31 | ) | ||||||
| Proceeds from sales of other investments and other assets | 4 | 119 | ||||||||
| Decrease (increase) in restricted cash | (11 | ) | – | |||||||
| Interest, dividends and other proceeds received | 5 | 3 | ||||||||
| Property and equipment purchased | (10 | ) | (10 | ) | ||||||
| Net cash flows from (used in) investing activities | (277 | ) | (398 | ) | ||||||
| Effect of foreign currency on | ||||||||||
| cash | (17 | ) | 7 | |||||||
| Increase (decrease) in cash | 794 | 199 | ||||||||
| Cash, beginning of period | $ | 1,284 | $ | 811 | ||||||
| Cash, end of period | $ | 2,078 | $ | 1,010 | ||||||
