Earnings release
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Constellation Software Inc. Announces Results for the First Quarter Ended March 31, 2025 and Declares Quarterly Dividend TORONTO, May 12, 2025 -- Constellation Software Inc. (TSX:CSU) (“Constellation” or the “Company”) today announced its financial results for the first quarter ended March 31, 2025 and declared a $1.00 per share dividend payable on July 11, 2025 to all common shareholders of record at close of business on June 20, 2025. 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, 2025 and the accompanying notes, our Management Discussion and Analysis for the three months ended March 31, 2025 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, 2024, 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 2025 Headlines: • Revenue increased 13% (0.3% organic growth, 2% after adjusting for changes in foreign exchange rates) to $2,654 million compared to $2,353 million in Q1 2024. • Net income attributable to common shareholders was $115 million for Q1 2025 ($5.44 on a diluted per share basis), compared to net income attributable to common shareholders of $105 million ($4.95 on a diluted per share basis) in Q1 2024. • A number of acquisitions were completed for aggregate cash consideration of $94 million (which includes acquired cash). Deferred payments associated with these acquisitions have an estimated value of $39 million resulting in total consideration of $133 million. • On January 31, 2025, the Company purchased 8,300,029 shares in Asseco Poland S.A. (“Asseco”) representing approximately 9.99% of the issued shares in Asseco. The shares were acquired at a price of 85 PLN per share for total consideration of $174 million. During the three months ended March 31, 2025, the Company recorded a gain of $157 million within other comprehensive income reduced by transaction costs of $2 million. • Cash flows from operations (“CFO”) were $827 million, an increase of 12%, or $90 million, compared to $737 million for the comparable period in 2024. • Free cash flow available to shareholders1 (“FCFA2S”) were $510 million, an increase of 14%, or $64 million, compared to $446 million for the comparable period in 2024. Total revenue for the quarter ended March 31, 2025 was $2,654 million, an increase of 13%, or $300 million, compared to $2,353 million for the comparable period in 2024. The increase is primarily attributable to growth from acquisitions as the Company experienced organic growth of 0.3% in the quarter, 2% 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, 2025 was $115 million compared to $105 million for the same period in 2024. On a per share basis this translated into net income per basic and diluted share of $5.44 in the quarter ended March 31, 2025 compared to $4.95 for the same period in 2024. There was no change in the number of shares outstanding. For the quarter ended March 31, 2025, CFO increased $90 million to $827 million compared to $737 million for the same period in 2024 representing an increase of 12%. For the quarter ended March 31, 2025, FCFA2S increased $64 million to $510 million compared to $446 million for the same period in 2024 representing an increase of 14%. 1. See Non-IFRS measures. 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
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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 debt, debt transaction costs, payments 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, 2025 2024 ($ in millions) Net cash flows from operating activities 827 737 Adjusted for: Interest paid on lease obligations (4) (3) Interest paid on debt (62) (41) Proceeds from sale of interest rate cap - - Debt transaction costs (0) (11) Payments of lease obligations (31) (29) IRGA / TSS membership liability revaluation charge (94) (81) Property and equipment purchased (15) (10) Interest and dividends received 11 6 631 568 Less amount attributable to Non-controlling interests (121) (122) Free cash flow available to shareholders 510 446 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, 2025 December 31, 2024 March 31, 2024
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Assets Current assets: Cash $ 2,477 $ 1,980 $ 2,078 Accounts receivable 1,363 1,291 1,205 Unbilled revenue 406 369 361 Inventories 58 56 56 Other assets 637 596 575 4,942 4,293 4,276 Non-current assets: Property and equipment 222 223 142 Right of use assets 346 328 322 Deferred income taxes 237 219 157 Equity securities 353 13 14 Other assets 318 316 291 Intangible assets 7,477 7,465 6,746 8,954 8,565 7,671 Total assets $ 13,896 $ 12,857 $ 11,946 Liabilities and Shareholders' Equity Current liabilities: Debt with recourse to Constellation Software Inc.$ 419 $ 303 $ 276 Debt without recourse to Constellation Software Inc. 365 319 348 Accounts payable and accrued liabilities 1,449 1,590 1,304 Dividends payable 21 21 21 Deferred revenue 2,511 1,967 2,272 Provisions 23 22 8 Acquisition holdback payables 216 219 172 Lease obligations 119 115 115 Income taxes payable 130 111 135 5,254 4,667 4,653 Non-current liabilities: Debt with recourse to Constellation Software Inc. 1,865 1,855 1,832 Debt without recourse to Constellation Software Inc. 1,687 1,689 1,470 Deferred income taxes 692 673 634 Acquisition holdback payables 145 133 105 Lease obligations 266 252 244 Other liabilities 346 300 257 5,001 4,903 4,542 Total liabilities 10,255 9,569 9,195 Shareholders' equity: Capital stock 99 99 99 Accumulated other comprehensive income (loss) (63) (224) (145) Retained earnings 3,010 2,919 2,358 Non-controlling interests 595 493 439 3,641 3,288 2,752 Total liabilities and shareholders' equity $ 13,896 $ 12,857 $ 11,946
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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, 2025 2024 Revenue License $ 96 $ 88 Professional services 487 470 Hardware and other 74 59 Maintenance and other recurring 1,996 1,737 2,654 2,353 Expenses Staff 1,412 1,293 Hardware 40 35 Third party license, maintenance and professional services 254 215 Occupancy 17 14 Travel, telecommunications, supplies, software and equipment 131 112 Professional fees 47 38 Other, net 53 50 Depreciation 46 44 Amortization of intangible assets 272 242 2,272 2,042 Foreign exchange loss (gain) 32 (18) IRGA/TSS Membership liability revaluation charge 94 81 Finance and other expense (income) (45) (9) Bargain purchase gain - (2) Impairment of intangible and other non-financial assets 3 10 Redeemable preferred securities expense (income) - 58 Finance costs 71 67 154 186 Income (loss) before income taxes 227 125 Current income tax expense (recovery) 136 127 Deferred income tax expense (recovery) (49) (75) Income tax expense (recovery) 87 52 Net income (loss) 140 74 Net income (loss) attributable to: Common shareholders of Constellation Software Inc. 115 105 Non-controlling interests 24 (31) Net income (loss) 140 74 Earnings per common share of Constellation Software Inc. Basic and diluted $ 5.44 $ 4.95 CONSTELLATION SOFTWARE INC.
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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, 2025 2024 Net income (loss) $ 140 $ 74 Items that are or may be reclassified subsequently to net income (loss): Foreign currency translation differences from foreign operations and other, net of tax 79 (48) Items that will not be reclassified to net income (loss): Changes in the fair value of equity investments at FVOCI 155 - Other comprehensive income (loss), net of income tax 234 (48) Total comprehensive income (loss) $ 374 $ 25 Total other comprehensive income (loss) attributable to: Common shareholders of Constellation Software Inc. 161 (40) Non-controlling interests 74 (8) Total other comprehensive income (loss) $ 234 $ (48) Total comprehensive income (loss) attributable to: Common shareholders of Constellation Software Inc. 276 65 Non-controlling interests 98 (40) Total comprehensive income (loss) $ 374 $ 25 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, 2025 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, 2025 $ 99 $ (224) $ 2,919 $ 2,795 $ 493 $ 3,288 Total comprehensive income (loss): Net income (loss) - - 115 115 24 140 Other comprehensive income (loss) Foreign currency translation differences from foreign operations and other, net of tax and changes in the fair value of equity
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investments at FVOCI - 161 - 161 74 234 Total other comprehensive income (loss) - 161 - 161 74 234 Total comprehensive income (loss) - 161 115 276 98 374 Transactions with owners, recorded directly in equity Other movements in non-controlling interests - - (4) (4) 4 (0) Dividends paid to non-controlling interests - - - - (0) (0) Dividends to shareholders of the Company - - (21) (21) - (21) Balance at March 31, 2025 $ 99 $ (63) $ 3,010 $ 3,046 $ 595 $ 3,641 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
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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 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, 2025 2024 Cash flows from (used in) operating activities: Net income (loss) $ 140 $ 74 Adjustments for: Depreciation 46 44 Amortization of intangible assets 272 242 IRGA/TSS Membership liability revaluation charge 94 81 Finance and other expense (income) (45) (9) Bargain purchase (gain) - (2) Impairment of intangible and other non-financial assets 3 10 Redeemable preferred securities expense (income) - 58 Finance costs 71 67 Income tax expense (recovery) 87 52 Foreign exchange loss (gain) 32 (18) Depreciation of third party costs 5 - Change in non-cash operating assets and liabilities exclusive of effects of business combinations 231 208 Transaction costs associated with equity securities classified as FVOCI (2) - Income taxes paid (107) (68) Net cash flows from (used in) operating activities 827 737 Cash flows from (used in) financing activities: Interest paid on lease obligations (4) (3) Interest paid on debt (62) (41) Increase (decrease) in CSI facility - (578) Increase (decrease) in Topicus revolving credit debt facility without recourse to CSI 31 114 Proceeds from issuance of Senior Notes - 1,000 Proceeds from issuance of debt facilities without recourse to CSI 27 112 Repayments of debt facilities without recourse to CSI (30) (18) Other financing activities (1) (2) Dividends paid to non-controlling interests (0) (85) Debt transaction costs (0) (11)
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Payments of lease obligations, net of sublease receipts (31) (29) 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 (91) 351 Cash flows from (used in) investing activities: Acquisition of businesses (94) (223) Cash obtained with acquired businesses 11 35 Post-acquisition settlement payments, net of receipts (16) (76) Purchases of investments and other assets (175) (0) Proceeds from sales of other investments and other assets - 4 Decrease (increase) in restricted cash 7 (11) Interest, dividends and other proceeds received 11 5 Property and equipment purchased (15) (10) Net cash flows from (used in) investing activities (271) (277) Effect of foreign currency on cash 33 (17) Increase (decrease) in cash 497 794 Cash, beginning of period $ 1,980 $ 1,284 Cash, end of period $ 2,477 $ 2,078