Constellation Software Inc. Announces Results for the Third Quarter Ended September 30, 2022 and Declares Quarterly Dividend
November 04 2022 - 5:05PM
Constellation Software Inc. (TSX:CSU) (“Constellation” or the
“Company”) today announced its financial results for the third
quarter ended September 30, 2022 and declared a $1.00 per share
dividend payable on January 11, 2023 to all common shareholders of
record at close of business on December 20, 2022. 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, 2022 and the accompanying notes, our Management
Discussion and Analysis for the three and nine months ended
September 30, 2022 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, 2021, 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.
Q3 2022 Headlines:
- Revenue grew 33% (negative 3%
organic growth, 2% after adjusting for changes in foreign exchange
rates) to $1,725 million compared to $1,299 million in Q3
2021.
- Net income attributable to common
shareholders increased 28% to $136 million ($6.42 on a diluted per
share basis) from $107 million ($5.04 on a diluted per share basis)
in Q3 2021.
- A number of acquisitions were
completed for aggregate cash consideration of $207 million (which
includes acquired cash). Deferred payments associated with these
acquisitions have an estimated value of $61 million resulting in
total consideration of $268 million.
- Cash flows from operations (“CFO”)
were $321 million, an increase of 10%, or $29 million, compared to
$292 million for the comparable period in 2021.
- Free cash flow available to
shareholders1 (“FCFA2S”) increased $3 million to $229 million
compared to $226 million for the same period in 2021.
Total revenue for the quarter ended September
30, 2022 was $1,725 million, an increase of 33%, or $426 million,
compared to $1,299 million for the comparable period in 2021. For
the first nine months of 2022 total revenues were $4,774 million,
an increase of 28%, or $1,051 million, compared to $3,724 million
for the comparable period in 2021. 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 negative 3% and negative 2%
respectively, positive 2% and 3% respectively 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.
Net income attributable to common shareholders
of CSI for the quarter ended September 30, 2022 was $136 million
compared to $107 million for the same period in 2021. On a per
share basis this translated into a net income per diluted share of
$6.42 in the quarter ended September 30, 2022 compared to net
income per diluted share of $5.04 for the same period in 2021. For
the nine months ended September 30, 2022, net income attributable
to common shareholders of CSI was $360 million or $16.99 per
diluted share compared to $186 million or $8.79 per diluted share
for the same period in 2021. There was no change in the number of
shares outstanding.
For the quarter ended September 30, 2022, CFO
increased $29 million to $321 million compared to $292 million for
the same period in 2021 representing an increase of 10%. For the
nine months ended September 30, 2022, CFO decreased $61 million to
$897 million compared to $959 million for the same period in 2021
representing a decrease of 6%. The primary reasons for the decline
in CFO for the nine months ended September 30, 2022 is that CFO
includes the impact of changes in non-cash operating assets and
liabilities exclusive of effects of business combinations or,
changes in non-cash operating working capital (“NCOWC”), and income
taxes paid. For the nine months ended September 30, 2022 there was
$27 million of cash used in NCOWC compared to $53 million of cash
generated from NCOWC for the same period in 2021. Cash used in
NCOWC associated with the Company’s recently acquired Altera
business unit was $32 million for the nine months ended September
30, 2022. There are many reasons contributing to the NCOWC impact
variance for the Company, including Altera, none of which are
indicative of an underlying concern with the overall NCOWC balance.
Specifically, there are no concerns with accounts receivable or
unbilled revenue aging. Income taxes paid increased 87% or $41
million for the quarter ended September 30, 2022 and 42% or $83
million for the nine months ended September 30, 2022 over the same
periods in 2021. Approximate $50 million and $100 million cash tax
payments were made in the three and nine month periods ending
September 30, 2022 respectively relating to the deferral of R&E
expenses associated with the Tax Cuts and Jobs Act.
For the quarter ended September 30, 2022, FCFA2S
increased $3 million to $229 million compared to $226 million for
the same period in 2021 representing an increase of 1%. For the
nine months ended September 30, 2022, FCFA2S decreased $76 million
to $563 million compared to $639 million for the same period in
2021 representing a decrease of 12%. The items negatively impacting
CFO summarized above are the same items negatively impacting
FCFA2S. On February 1, 2022, the Topicus Preferred Shares and
Topicus Coop Preference Units were converted to Topicus Subordinate
Voting Shares and Topicus Coop Ordinary Units respectively. As a
result of this conversion the non-controlling interest in
Topicus.com Inc. decreased from approximately 70% to 39%.
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 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 MeasuresFree 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. 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, |
|
|
|
|
2022 |
2021 |
|
|
|
2022 |
2021 |
|
|
|
($ in millions) |
|
($ in millions) |
|
|
|
|
|
|
|
|
|
|
|
Net cash flows from operating activities |
|
|
321 |
|
292 |
|
|
|
|
897 |
|
959 |
|
|
Adjusted for: |
|
|
|
|
|
|
|
|
|
|
Interest paid on lease obligations |
|
|
(3 |
) |
(2 |
) |
|
|
|
(8 |
) |
(7 |
) |
|
Interest paid on other facilities |
|
|
(23 |
) |
(12 |
) |
|
|
|
(49 |
) |
(30 |
) |
|
Credit facility transaction costs |
|
|
(0 |
) |
(0 |
) |
|
|
|
(3 |
) |
(4 |
) |
|
Payments of lease obligations |
|
|
(24 |
) |
(21 |
) |
|
|
|
(69 |
) |
(61 |
) |
|
IRGA / TSS membership liability revaluation charge |
|
|
(33 |
) |
(25 |
) |
|
|
|
(89 |
) |
(107 |
) |
|
Property and equipment purchased |
|
|
(8 |
) |
(7 |
) |
|
|
|
(27 |
) |
(18 |
) |
|
Interest and dividends received |
|
|
0 |
|
1 |
|
|
|
|
0 |
|
1 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
230 |
|
226 |
|
|
|
|
652 |
|
732 |
|
|
Less amount attributable to |
|
|
|
|
|
|
|
|
|
|
Non-controlling interests |
|
|
(1 |
) |
1 |
|
|
|
|
(89 |
) |
(93 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
Free cash flow available to shareholders |
|
|
229 |
|
226 |
|
|
|
|
563 |
|
639 |
|
|
|
|
|
|
|
|
|
|
|
|
|
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 BakshChief Financial Officer (416)
861-9677 info@csisoftware.comwww.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, 2022 |
|
December 31, 2021 |
|
September 30, 2021 |
|
|
|
|
|
|
|
Assets |
|
|
|
|
|
|
|
|
|
|
Current assets: |
|
|
|
|
|
Cash |
|
$ |
665 |
|
$ |
763 |
|
$ |
961 |
|
|
Accounts receivable |
|
|
744 |
|
|
600 |
|
|
512 |
|
|
Unbilled revenue |
|
|
219 |
|
|
140 |
|
|
144 |
|
|
Inventories |
|
|
46 |
|
|
35 |
|
|
32 |
|
|
Other assets |
|
|
473 |
|
|
296 |
|
|
278 |
|
|
|
|
|
2,146 |
|
|
1,835 |
|
|
1,929 |
|
|
|
|
|
|
|
Non-current assets: |
|
|
|
|
|
Property and equipment |
|
|
121 |
|
|
93 |
|
|
91 |
|
|
Right of use assets |
|
|
274 |
|
|
245 |
|
|
252 |
|
|
Deferred income taxes |
|
|
155 |
|
|
66 |
|
|
63 |
|
|
Other assets |
|
|
160 |
|
|
99 |
|
|
94 |
|
|
Intangible assets |
|
4,469 |
|
|
3,428 |
|
|
3,006 |
|
|
|
|
|
5,179 |
|
|
3,931 |
|
|
3,506 |
|
|
|
|
|
|
|
Total assets |
|
$ |
7,325 |
|
$ |
5,766 |
|
$ |
5,434 |
|
|
|
|
|
|
|
Liabilities and Shareholders' Equity |
|
|
|
|
|
|
|
|
|
|
Current liabilities: |
|
|
|
|
|
Debt with recourse to Constellation Software Inc. |
|
$ |
364 |
|
$ |
143 |
|
$ |
137 |
|
|
Debt without recourse to Constellation Software Inc. |
|
|
234 |
|
|
60 |
|
|
54 |
|
|
Redeemable preferred securities |
|
|
- |
|
|
7 |
|
|
7 |
|
|
Accounts payable and accrued liabilities |
|
|
917 |
|
|
832 |
|
|
720 |
|
|
Dividends payable |
|
|
21 |
|
|
22 |
|
|
21 |
|
|
Deferred revenue |
|
|
1,545 |
|
|
1,158 |
|
|
1,168 |
|
|
Provisions |
|
|
9 |
|
|
11 |
|
|
11 |
|
|
Acquisition holdback payables |
|
|
148 |
|
|
94 |
|
|
92 |
|
|
Lease obligations |
|
|
89 |
|
|
79 |
|
|
81 |
|
|
Income taxes payable |
|
|
99 |
|
|
56 |
|
|
86 |
|
|
|
|
|
3,425 |
|
|
2,461 |
|
|
2,377 |
|
|
|
|
|
|
|
Non-current liabilities: |
|
|
|
|
|
Debt with recourse to Constellation Software Inc. |
|
|
522 |
|
|
561 |
|
|
550 |
|
|
Debt without recourse to Constellation Software Inc. |
|
|
705 |
|
|
354 |
|
|
325 |
|
|
Deferred income taxes |
|
|
465 |
|
|
436 |
|
|
393 |
|
|
Acquisition holdback payables |
|
|
62 |
|
|
68 |
|
|
49 |
|
|
Lease obligations |
|
|
206 |
|
|
190 |
|
|
195 |
|
|
Other liabilities |
|
|
239 |
|
|
175 |
|
|
145 |
|
|
|
|
|
2,200 |
|
|
1,784 |
|
|
1,656 |
|
|
|
|
|
|
|
Total liabilities |
|
|
5,625 |
|
|
4,245 |
|
|
4,034 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Shareholders' equity: |
|
|
|
|
|
Capital stock |
|
|
99 |
|
|
99 |
|
|
99 |
|
|
Other equity |
|
|
- |
|
|
(179 |
) |
|
(162 |
) |
|
Accumulated other comprehensive income (loss) |
|
|
(227 |
) |
|
(66 |
) |
|
(69 |
) |
|
Retained earnings |
|
|
1,632 |
|
|
1,206 |
|
|
1,103 |
|
|
Non-controlling interests |
|
|
196 |
|
|
460 |
|
|
429 |
|
|
|
|
|
1,700 |
|
|
1,521 |
|
|
1,401 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total liabilities and shareholders' equity |
|
$ |
7,325 |
|
$ |
5,766 |
|
$ |
5,434 |
|
|
|
|
|
|
|
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, |
|
|
|
2022 |
|
|
|
2021 |
|
|
|
2022 |
|
|
|
2021 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenue |
|
|
|
|
|
|
|
|
License |
|
$ |
79 |
|
|
$ |
69 |
|
|
$ |
220 |
|
|
$ |
206 |
|
Professional services |
|
|
375 |
|
|
|
256 |
|
|
|
985 |
|
|
|
747 |
|
Hardware and other |
|
|
54 |
|
|
|
45 |
|
|
|
151 |
|
|
|
127 |
|
Maintenance and other recurring |
|
|
1,217 |
|
|
|
929 |
|
|
|
3,418 |
|
|
|
2,643 |
|
|
|
|
1,725 |
|
|
|
1,299 |
|
|
|
4,774 |
|
|
|
3,724 |
|
|
|
|
|
|
|
|
|
|
Expenses |
|
|
|
|
|
|
|
|
Staff |
|
|
925 |
|
|
|
676 |
|
|
|
2,581 |
|
|
|
1,982 |
|
Hardware |
|
|
31 |
|
|
|
25 |
|
|
|
88 |
|
|
|
71 |
|
Third party license, maintenance and professional services |
|
167 |
|
|
|
113 |
|
|
|
443 |
|
|
|
317 |
|
Occupancy |
|
|
12 |
|
|
|
10 |
|
|
|
35 |
|
|
|
30 |
|
Travel, telecommunications, supplies, software and equipment |
|
80 |
|
|
|
46 |
|
|
|
215 |
|
|
|
129 |
|
Professional fees |
|
|
26 |
|
|
|
21 |
|
|
|
78 |
|
|
|
53 |
|
Other, net |
|
|
64 |
|
|
|
21 |
|
|
|
132 |
|
|
|
41 |
|
Depreciation |
|
|
38 |
|
|
|
31 |
|
|
|
105 |
|
|
|
90 |
|
Amortization of intangible assets |
|
|
177 |
|
|
|
134 |
|
|
|
491 |
|
|
|
376 |
|
|
|
|
1,521 |
|
|
|
1,077 |
|
|
|
4,167 |
|
|
|
3,087 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Foreign exchange loss (gain) |
|
|
(57 |
) |
|
|
(5 |
) |
|
|
(98 |
) |
|
|
(3 |
) |
IRGA/TSS Membership liability revaluation charge |
|
33 |
|
|
|
25 |
|
|
|
89 |
|
|
|
107 |
|
Finance and other expense (income) |
|
|
8 |
|
|
|
(4 |
) |
|
|
24 |
|
|
|
(9 |
) |
Bargain purchase gain |
|
|
(3 |
) |
|
|
(1 |
) |
|
|
(4 |
) |
|
|
(1 |
) |
Impairment of intangible and other non-financial assets |
|
- |
|
|
|
1 |
|
|
|
1 |
|
|
|
7 |
|
Redeemable preferred securities expense (income) |
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
295 |
|
Finance costs |
|
|
29 |
|
|
|
18 |
|
|
|
73 |
|
|
|
50 |
|
|
|
|
11 |
|
|
|
34 |
|
|
|
86 |
|
|
|
446 |
|
|
|
|
|
|
|
|
|
|
Income (loss) before income taxes |
|
|
193 |
|
|
|
188 |
|
|
|
521 |
|
|
|
190 |
|
|
|
|
|
|
|
|
|
|
Current income tax expense (recovery) |
|
|
113 |
|
|
|
70 |
|
|
|
322 |
|
|
|
209 |
|
Deferred income tax expense (recovery) |
|
|
(63 |
) |
|
|
(4 |
) |
|
|
(189 |
) |
|
|
(43 |
) |
Income tax expense (recovery) |
|
|
50 |
|
|
|
67 |
|
|
|
133 |
|
|
|
166 |
|
|
|
|
|
|
|
|
|
|
Net income (loss) |
|
|
143 |
|
|
|
121 |
|
|
|
388 |
|
|
|
24 |
|
|
|
|
|
|
|
|
|
|
Net income (loss) attributable to: |
|
|
|
|
|
|
|
|
Common shareholders of Constellation Software Inc. |
|
136 |
|
|
|
107 |
|
|
|
360 |
|
|
|
186 |
|
Non-controlling interests |
|
|
7 |
|
|
|
15 |
|
|
|
28 |
|
|
|
(162 |
) |
Net income (loss) |
|
|
143 |
|
|
|
121 |
|
|
|
388 |
|
|
|
24 |
|
|
|
|
|
|
|
|
|
|
Earnings per common share of Constellation Software Inc. |
|
|
|
|
|
|
|
Basic and diluted |
|
$ |
6.42 |
|
|
$ |
5.04 |
|
|
$ |
16.99 |
|
|
$ |
8.79 |
|
|
|
|
|
|
|
|
|
|
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, |
|
|
|
2022 |
|
|
|
2021 |
|
|
|
2022 |
|
|
|
2021 |
|
|
|
|
|
|
|
|
|
|
Net income (loss) |
|
$ |
143 |
|
|
$ |
121 |
|
|
$ |
388 |
|
|
$ |
24 |
|
|
|
|
|
|
|
|
|
|
Items that are or may be reclassified subsequently to net income
(loss): |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Foreign currency translation differences from foreign operations
and other, net of tax |
|
(93 |
) |
|
|
(21 |
) |
|
|
(184 |
) |
|
|
(39 |
) |
|
|
|
|
|
|
|
|
|
Other comprehensive income (loss) for the period, net of income
tax |
|
(93 |
) |
|
|
(21 |
) |
|
|
(184 |
) |
|
|
(39 |
) |
|
|
|
|
|
|
|
|
|
Total comprehensive income (loss) for the period |
$ |
50 |
|
|
$ |
100 |
|
|
$ |
204 |
|
|
$ |
(15 |
) |
|
|
|
|
|
|
|
|
|
Total other comprehensive income (loss) attributable to: |
|
|
|
|
|
|
|
|
Common shareholders of Constellation Software Inc. |
|
|
(80 |
) |
|
|
(13 |
) |
|
|
(156 |
) |
|
|
(19 |
) |
Non-controlling interests |
|
|
(13 |
) |
|
|
(8 |
) |
|
|
(27 |
) |
|
|
(19 |
) |
Total other comprehensive income (loss) |
|
$ |
(93 |
) |
|
$ |
(21 |
) |
|
$ |
(184 |
) |
|
$ |
(39 |
) |
|
|
|
|
|
|
|
|
|
Total comprehensive income (loss) attributable to: |
|
|
|
|
|
|
|
|
Common shareholders of Constellation Software Inc. |
|
|
56 |
|
|
|
93 |
|
|
|
204 |
|
|
|
167 |
|
Non-controlling interests |
|
|
(6 |
) |
|
|
7 |
|
|
|
1 |
|
|
|
(182 |
) |
Total comprehensive income (loss) |
|
$ |
50 |
|
|
$ |
100 |
|
|
$ |
204 |
|
|
$ |
(15 |
) |
|
|
|
|
|
|
|
|
|
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 stock |
|
Other equity |
Accumulated other comprehensive income (loss) |
Retained earnings |
|
Total |
|
Non-controlling interests |
|
Total equity |
|
|
|
|
|
|
|
|
|
|
Balance at January 1, 2022 |
$ |
99 |
|
$ |
(179 |
) |
$ |
(66 |
) |
$ |
1,206 |
|
$ |
1,061 |
|
|
460 |
|
$ |
1,521 |
|
|
|
|
|
|
|
|
|
|
Total comprehensive income (loss) for the period: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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) |
|
|
|
|
|
|
|
|
for the period |
|
- |
|
|
- |
|
|
(156 |
) |
|
- |
|
|
(156 |
) |
|
(27 |
) |
|
(184 |
) |
|
|
|
|
|
|
|
|
|
Total comprehensive income (loss) for the
period |
|
- |
|
|
- |
|
|
(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 related
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 |
|
- |
|
|
- |
|
|
- |
|
|
(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 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, 2021 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Equity Attributable to Common Shareholders of
CSI |
|
|
|
|
Capital stock |
|
Other equity |
Accumulated other comprehensive income (loss) |
Retained earnings |
|
Total |
|
Non-controlling interests |
|
Total equity |
|
|
|
|
|
|
|
|
|
|
Balance at January 1, 2021 |
$ |
99 |
|
$ |
- |
|
$ |
(31 |
) |
$ |
980 |
|
$ |
1,048 |
|
$ |
- |
|
$ |
1,048 |
|
|
|
|
|
|
|
|
|
|
Total comprehensive income (loss) for the period: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income (loss) |
|
- |
|
|
- |
|
|
- |
|
|
186 |
|
|
186 |
|
|
(162 |
) |
|
24 |
|
|
|
|
|
|
|
|
|
|
Other comprehensive income (loss) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Foreign currency translation differences from |
|
|
|
|
|
|
|
|
foreign operations and other, net of tax |
|
- |
|
|
- |
|
|
(19 |
) |
|
- |
|
|
(19 |
) |
|
(19 |
) |
|
(39 |
) |
|
|
|
|
|
|
|
|
|
Total other comprehensive income (loss) for the
period |
|
- |
|
|
- |
|
|
(19 |
) |
|
- |
|
|
(19 |
) |
|
(19 |
) |
|
(39 |
) |
|
|
|
|
|
|
|
|
|
Total comprehensive income (loss) for the
period |
|
- |
|
|
- |
|
|
(19 |
) |
|
186 |
|
|
167 |
|
|
(182 |
) |
|
(15 |
) |
|
|
|
|
|
|
|
|
|
Transactions with owners, recorded directly in equity |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Special dividend of Topicus
Subordinated Voting Shares |
|
- |
|
|
(141 |
) |
|
(16 |
) |
|
- |
|
|
(157 |
) |
|
157 |
|
|
- |
|
|
|
|
|
|
|
|
|
|
|
Issuance of Topicus Coop
Ordinary Units to non-controlling interests |
|
- |
|
|
(21 |
) |
|
(2 |
) |
|
- |
|
|
(23 |
) |
|
23 |
|
|
- |
|
|
|
|
|
|
|
|
|
|
|
Net acquisition of
non-controlling interest associated with acquisitions and other
movements |
|
- |
|
|
1 |
|
|
- |
|
|
1 |
|
|
1 |
|
|
1 |
|
|
3 |
|
|
|
|
|
|
|
|
|
|
|
Dividends to shareholders of
the Company |
|
- |
|
|
- |
|
|
- |
|
|
(64 |
) |
|
(64 |
) |
|
- |
|
|
(64 |
) |
|
|
|
|
|
|
|
|
|
|
Reclassification of Redeemable
preferred securities of Topicus Coop from liabilities to
non-controlling interest |
|
- |
|
|
- |
|
|
- |
|
|
|
- |
|
|
434 |
|
|
434 |
|
|
|
|
|
|
|
|
|
|
|
Accrued dividends to
preference unit holders of Topicus Coop |
|
- |
|
|
- |
|
|
- |
|
|
|
- |
|
|
(5 |
) |
|
(5 |
) |
|
|
|
|
|
|
|
|
|
Balance at September 30, 2021 |
$ |
99 |
|
$ |
(162 |
) |
$ |
(69 |
) |
$ |
1,103 |
|
$ |
972 |
|
$ |
429 |
|
$ |
1,401 |
|
|
|
|
|
|
|
|
|
|
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, |
|
|
|
|
|
2022 |
|
|
|
2021 |
|
|
|
2022 |
|
|
|
2021 |
|
|
|
|
|
|
|
|
|
|
|
|
Cash flows from (used in) operating activities: |
|
|
|
|
|
|
|
|
Net income (loss) |
|
$ |
143 |
|
|
$ |
121 |
|
|
$ |
388 |
|
|
$ |
24 |
|
|
Adjustments for: |
|
|
|
|
|
|
|
|
|
|
Depreciation |
|
|
38 |
|
|
|
31 |
|
|
|
105 |
|
|
|
90 |
|
|
|
Amortization of intangible assets |
|
177 |
|
|
|
134 |
|
|
|
491 |
|
|
|
376 |
|
|
|
IRGA/TSS Membership liability revaluation charge |
|
33 |
|
|
|
25 |
|
|
|
89 |
|
|
|
107 |
|
|
|
Finance and other expense (income) |
|
8 |
|
|
|
(4 |
) |
|
|
24 |
|
|
|
(9 |
) |
|
|
Bargain purchase (gain) |
|
(3 |
) |
|
|
(1 |
) |
|
|
(4 |
) |
|
|
(1 |
) |
|
|
Impairment of intangible and other non-financial assets |
|
|
- |
|
|
|
1 |
|
|
|
1 |
|
|
|
7 |
|
|
|
Redeemable preferred securities expense (income) |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
295 |
|
|
|
Finance costs |
|
|
29 |
|
|
|
18 |
|
|
|
73 |
|
|
|
50 |
|
|
|
Income tax expense (recovery) |
|
50 |
|
|
|
67 |
|
|
|
133 |
|
|
|
166 |
|
|
|
Foreign exchange loss (gain) |
|
(57 |
) |
|
|
(5 |
) |
|
|
(98 |
) |
|
|
(3 |
) |
|
Change in non-cash operating assets and liabilities |
|
|
|
|
|
|
|
|
|
exclusive of effects of business combinations |
|
(8 |
) |
|
|
(47 |
) |
|
|
(27 |
) |
|
|
53 |
|
|
Income taxes paid |
|
(89 |
) |
|
|
(48 |
) |
|
|
(279 |
) |
|
|
(196 |
) |
|
Net cash flows from (used in) operating activities |
|
321 |
|
|
|
292 |
|
|
|
897 |
|
|
|
959 |
|
|
|
|
|
|
|
|
|
|
|
|
Cash flows from (used in) financing activities: |
|
|
|
|
|
|
|
|
Interest paid on lease obligations |
|
|
(3 |
) |
|
|
(2 |
) |
|
|
(8 |
) |
|
|
(7 |
) |
|
Interest paid on debt |
|
|
(23 |
) |
|
|
(12 |
) |
|
|
(49 |
) |
|
|
(30 |
) |
|
Increase (decrease) in CSI facility |
|
|
(32 |
) |
|
|
- |
|
|
|
205 |
|
|
|
- |
|
|
Increase (decrease) in Topicus revolving credit debt facility
without recourse to CSI |
|
7 |
|
|
|
12 |
|
|
|
112 |
|
|
|
24 |
|
|
Proceeds from issuance of debt facilities without recourse to
CSI |
|
22 |
|
|
|
6 |
|
|
|
447 |
|
|
|
140 |
|
|
Repayments of debt facilities without recourse to CSI |
|
(17 |
) |
|
|
(2 |
) |
|
|
(30 |
) |
|
|
(4 |
) |
|
Other financing activities |
|
3 |
|
|
|
- |
|
|
|
4 |
|
|
|
- |
|
|
Credit facility transaction costs |
|
(0 |
) |
|
|
(0 |
) |
|
|
(3 |
) |
|
|
(4 |
) |
|
Payments of lease obligations |
|
|
(24 |
) |
|
|
(21 |
) |
|
|
(69 |
) |
|
|
(61 |
) |
|
Distribution to the Joday Group |
|
|
- |
|
|
|
- |
|
|
|
(23 |
) |
|
|
(22 |
) |
|
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 |
|
(89 |
) |
|
|
(41 |
) |
|
|
516 |
|
|
|
(29 |
) |
|
|
|
|
|
|
|
|
|
|
|
Cash flows from (used in) investing activities: |
|
|
|
|
|
|
|
|
Acquisition of businesses |
|
(207 |
) |
|
|
(130 |
) |
|
|
(1,421 |
) |
|
|
(736 |
) |
|
Cash obtained with acquired businesses |
|
|
42 |
|
|
|
28 |
|
|
|
190 |
|
|
|
112 |
|
|
Post-acquisition settlement payments, net of receipts |
|
(39 |
) |
|
|
(16 |
) |
|
|
(98 |
) |
|
|
(101 |
) |
|
Receipt of additional subscription amount from the sellers of
Topicus.com B.V. |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
33 |
|
|
Purchases of other investments |
|
|
(0 |
) |
|
|
(14 |
) |
|
|
(96 |
) |
|
|
(15 |
) |
|
Proceeds from sales of other investments |
|
|
- |
|
|
|
8 |
|
|
|
3 |
|
|
|
8 |
|
|
Interest, dividends and other proceeds received |
|
1 |
|
|
|
1 |
|
|
|
4 |
|
|
|
4 |
|
|
Property and equipment purchased |
|
(8 |
) |
|
|
(7 |
) |
|
|
(27 |
) |
|
|
(18 |
) |
|
Net cash flows from (used in) investing activities |
|
(211 |
) |
|
|
(131 |
) |
|
|
(1,445 |
) |
|
|
(713 |
) |
|
|
|
|
|
|
|
|
|
|
|
Effect of foreign currency on |
|
|
|
|
|
|
|
|
cash and cash equivalents |
|
(32 |
) |
|
|
(10 |
) |
|
|
(67 |
) |
|
|
(13 |
) |
|
|
|
|
|
|
|
|
|
|
|
Increase (decrease) in cash |
|
(11 |
) |
|
|
110 |
|
|
|
(99 |
) |
|
|
203 |
|
|
|
|
|
|
|
|
|
|
|
|
Cash, beginning of period |
$ |
676 |
|
|
$ |
851 |
|
|
$ |
763 |
|
|
$ |
758 |
|
|
|
|
|
|
|
|
|
|
|
|
Cash, end of period |
$ |
665 |
|
|
$ |
961 |
|
|
$ |
665 |
|
|
$ |
961 |
|
|
|
|
|
|
|
|
|
|
|
|
Constellation Software (TSX:CSU)
Historical Stock Chart
From Apr 2024 to May 2024
Constellation Software (TSX:CSU)
Historical Stock Chart
From May 2023 to May 2024