Constellation Software Inc. Announces Results for the Fourth Quarter and Year Ended December 31, 2014 and Declares Quarterly Dividend

Actualizado el 25 de febrero, 2015 - 22.52hs.

TORONTO, ONTARIO -- (Marketwired) -- 02/25/15 -- Constellation Software Inc. (TSX: CSU) ("Constellation" or the "Company") today announced its financial results for the fourth quarter and year ended December 31, 2014 and declared a $1.00 per share dividend payable on April 3, 2015 to all common shareholders of record at close of business on March 18, 2015. 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 Audited Consolidated Financial Statements for the year ended December 31, 2014 and the accompanying notes, prepared in accordance with International Financial Reporting Standards ("IFRS"), our Management's Discussion and Analysis for the three and twelve months ended December 31, 2014, 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.

Q4 2014 Headlines:


--  Revenue grew 29% (0.5% organically) to $440 million compared to $340
    million in Q4 2013. The approximate impact of changes in foreign
    exchange rates to organic growth was negative 3.6%.
--  Adjusted EBITA increased $28 million or 37% to $104 million as compared
    to $76 million in Q4 2013.
--  Adjusted Net Income increased 25% to $87 million ($4.09 on a diluted per
    share basis) from $69 million ($3.26 on a diluted per share basis) in Q4
    2013.
--  Net income decreased 7% to $39 million ($1.86 on a diluted per share
    basis) from $43 million ($2.00 on a diluted per share basis) in Q4 2013.
--  Eight acquisitions were completed for aggregate cash consideration of
    $70 million (which includes acquired cash). Deferred payments associated
    with these acquisitions have an estimated value of $7 million.
--  The amount drawn on the Company's credit facilities decreased to $216
    million from $360 million in Q3 2014.
--  Cash flows from operations for the fourth quarter of 2014 were $97
    million, an increase of 20%, or $16 million, compared to $81 million for
    the comparable period in 2013.
--  The Company completed an agreement to sell a minority stake (33.29%) in
    its TSS business to members of the TSS executive management team and a
    private investor.

2014 Headlines:


--  Revenue grew 38% (4% organically) to $1,669 million compared to $1,211
    million in 2013.
--  Adjusted EBITA increased $114 million or 49% to $348 million as compared
    to $234 million in 2013.
--  Adjusted net income increased 33% to $274 million ($12.94 on a diluted
    per share basis) from $207 million ($9.76 on a diluted per share basis)
    in 2013.
--  Net income increased 11% to $103 million ($4.87 on a diluted per share
    basis) from $93 million ($4.39 on a diluted per share basis) in 2013.
--  Twenty-three acquisitions were completed for aggregate upfront cash
    consideration of $115 million (which includes acquired cash). Deferred
    payments associated with these acquisitions have an estimated value of
    $25 million.
--  Cash flows from operations increased $121 million or 55% to $341 million
    from $220 million in 2013.
--  R&D tax credits in the amount of $10 million are expected to be utilized
    to offset taxes payable on taxable income for the 2014 fiscal year.
    Current tax expense however reflects gross taxes before the application
    of R&D tax credits.

Fourth quarter 2014 revenue was $440 million, an increase of 29%, or $100 million, compared to $340 million for the comparable period in 2013. For the year ended December, 31 2014 total revenues were $1,669 million, an increase of 38%, or $459 million, compared to $1,211 million for the comparable period in 2013. The increase for both the three and twelve month periods ended December 31, 2014 compared to the same periods in the prior year is mainly attributable to growth from acquisitions, however, the Company did experience positive organic growth of 0.5% and 4%, respectively. For the quarter ended December 31, 2014 the appreciation of the US dollar against most major currencies in which the Company transacts business resulted in an approximate 3.6% reduction in the Company's organic growth rate. The impact to the full year 2014 organic growth rate was immaterial.

Adjusted EBITA for the fourth quarter of 2014 was $104 million, a 37% increase compared to the prior year's fourth quarter Adjusted EBITA of $76 million. Fourth quarter 2014 Adjusted EBITA per share on a diluted basis increased 37% to $4.90, compared to $3.59 for the same period last year. Adjusted EBITA for the year ended December 31, 2014 was $348 million, a 49% increase over last year's Adjusted EBITA of $234 million for the same period. Adjusted EBITA per share on a diluted basis for the year ended December 31, 2014 increased 49% to $16.43, compared to $11.03 for the same period last year.

Adjusted Net Income for the fourth quarter of 2014 was $87 million, compared to the prior year's fourth quarter Adjusted Net Income of $69 million, a 25% increase. Fourth quarter 2014 Adjusted Net Income per share on a diluted basis increased 25% to $4.09 compared to $3.26 for the prior year's fourth quarter. Adjusted Net Income for the year ended December 31, 2014 was $274 million, an increase of 33% over last year's Adjusted Net Income of $207 million. Adjusted Net Income per share on a diluted basis for the year ended December 31, 2014 increased 33% to $12.94, compared to $9.76 for the same period in 2013.

Net income for the fourth quarter 2014 was $39 million compared to the prior year's fourth quarter net income of $43 million. On a diluted per share basis, this translates into net income per share of $1.86 for the fourth quarter of 2014 compared to $2.00 for the same period of 2013. Net income for the twelve month period ended December 31, 2014 was $103 million, an increase of 11% over net income of $93 million for the same period in 2013. Net income per share on a diluted basis for the year ended December 31, 2014 increased 11% to $4.87, compared to $4.39 for the same period in 2013.

Cash flows from operations for the fourth quarter of 2014 were $97 million, an increase of 20%, or $16 million, compared to $81 million for the comparable period in 2013. For the year ended December 31, 2014 cash flows from operations were $341 million, an increase of 55%, or $121 million, compared to $220 million for the comparable period in 2013.

On December 23, 2014, in accordance with the terms of the purchase and sale agreement for the TSS acquisition, and on the basis of the term sheets attached thereto, Constellation and the sellers of TSS along with members of TSS' executive management team (collectively, the "minority owners") entered into a Members Agreement pursuant to which the minority owners acquired 33.29% of the voting interests in Constellation Software Netherlands Holdings Cooperatief (the "Coop"). Proceeds from this transaction in the amount of EUR39.4 million (US$48.5 million) were applied to repay debt under the Constellation credit facility. In accordance with IFRS, 100% of the financial results for TSS are included in the consolidated financial results of the Company. A liability has been recorded on the Company's Consolidated Statements of Financial Position to reflect the value of the interests in TSS sold to the minority owners.

The following table displays our revenue by reportable segment and the percentage change for the three and twelve months ended December 31, 2014 compared to the same periods in 2013:


              ----------------------------- --------------------------------
                Three months     Period-        Fiscal Year    Period-Over-
               ended December  Over-Period    ended December      Period
                     31,          Change            31,           Change
              ----------------------------- --------------------------------
                 2014    2013      $     %       2014    2013       $     %
               ------  ------  -----  ----   --------  ------  ------  ----
                 ($M, except percentages)       ($M, except percentages)
Public Sector
Licenses         22.1    20.7    1.5    7%       77.5    65.6    11.9   18%
Professional
 services        87.4    55.8   31.6   57%      327.0   198.2   128.8   65%
Hardware and
 other           30.5    33.0   (2.5)  -8%      116.3   111.1     5.2    5%
Maintenance
 and other
 recurring      165.3   121.6   43.7   36%      650.7   434.9   215.8   50%
              ----------------------------- --------------------------------
                305.3   231.0   74.3   32%    1,171.6   809.8   361.8   45%
              ----------------------------- --------------------------------

Private Sector
Licenses         11.5     9.4    2.1   22%       41.3    36.1     5.3   15%
Professional
 services        18.0    16.1    1.9   12%       69.1    58.6    10.5   18%
Hardware and
 other            7.1     4.7    2.4   51%       23.0    16.8     6.2   37%
Maintenance
 and other
 recurring       97.8    79.0   18.8   24%      364.3   289.6    74.7   26%
              ----------------------------- --------------------------------
                134.5   109.2   25.2   23%      497.7   401.0    96.7   24%
              ----------------------------- --------------------------------

Comparative figures have been reclassified to conform to the current year's presentation.

Public Sector

For the quarter ended December 31, 2014, total revenue in the public sector reportable segment increased by 32%, or $74 million to $305 million, compared to $231 million for the quarter ended December 31, 2013. For the year ended December 31, 2014, total revenue increased by 45%, or $362 million to $1,172 million, compared to $810 million for the comparable period in 2013. Revenue growth from acquired businesses contributed approximately $75 million to our Q4 2014 revenues and $334 million to our year ended December 31, 2014 revenues compared to the same periods in 2013, as we completed 30 acquisitions since the beginning of 2013. Organic revenue growth was -0.3% in Q4 2014 and 3% for the twelve months ended December 31, 2014 compared to the same periods in 2013. For the quarter ended December 31, 2014 the appreciation of the US dollar against most major currencies in which the Company transacts business resulted in an approximate 4.1% reduction in the public sector revenue organic growth rate. The impact to the full year 2014 organic growth rate was immaterial.

Private Sector

For the quarter ended December 31, 2014, total revenue in the private sector reportable segment increased 23%, or $25 million to $134 million, compared to $109 million for the quarter ended December 31, 2013. For the twelve months ended December 31, 2014 total revenue increased by 24%, or $97 million to $498 million, compared to $401 million for the comparable period in 2013. Revenue growth from acquired businesses contributed approximately $23 million to our Q4 2014 revenues and $80 million to our twelve months ended December 31, 2014 revenues compared to the same periods in 2013, as we completed 23 acquisitions since the beginning of 2013. Revenues increased organically by 2% in Q4 2014 and 4% for the twelve months ended December 31, 2014 compared to the same periods in 2013. For the quarter ended December 31, 2014 the appreciation of the US dollar against most major currencies in which the Company transacts business resulted in an approximate 2.5% reduction in the private sector revenue organic growth rate. The impact to the full year 2014 organic growth rate was immaterial.

Conference Call and Webcast

Management will host a conference call at 9:00 a.m. (ET) on Thursday, February 26, 2015 to answer questions regarding the results. The teleconference numbers are 416-340-2216 or 866-226-1792. 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 March 12, 2015. To access the replay, please dial 905-694-9451 or 800-408-3053 followed by the passcode 9275174.

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 EBITA" refers to net income before adjusting for finance and other income, finance costs, income taxes, share in net income or loss of equity investees, impairment of non-financial assets, amortization, and foreign exchange gain or loss. The Company believes that Adjusted EBITA 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 intangible asset amortization and the other items listed above. "Adjusted EBITA margin" refers to the percentage that Adjusted EBITA for any period represents as a portion of total revenue for that period. Previously the Company has reported "Adjusted EBITDA" in certain financial disclosures, but has determined that Adjusted EBITA is a more meaningful measure going forward. Adjusted EBITDA refers to Adjusted EBITA as defined above then further excludes depreciation. The Company uses depreciation as a proxy for the cash flows used to purchase property and equipment required to support the Company's main business activities. As such, the Company believes Adjusted EBITA is a more useful measure then Adjusted EBITDA.

"Adjusted net income" means net income adjusted for 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 or recognized 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 EBITA and Adjusted net income are not recognized measures under IFRS and, accordingly, readers are cautioned that Adjusted EBITA 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 EBITA and Adjusted net income may differ from other issuers and, accordingly, Adjusted EBITA and Adjusted net income may not be comparable to similar measures presented by other issuers.

The following table reconciles Adjusted EBITA to net income:


                                       ---------------- --------------------
                                         Three months
                                             ended        Fiscal Year ended
                                         December 31,       December 31,
                                        --------------   ------------------
                                          2014    2013       2014      2013
                                        ------  ------   --------  --------
                                          ($M, except        ($M, except
                                         percentages)       percentages)

Total revenue                            439.8   340.3    1,669.3   1,210.8
                                        --------------   ------------------
                                        --------------   ------------------

Net income                                39.3    42.5      103.1      93.1
Adjusted for:
Income tax expense (recovery)             17.6    12.0       51.8      25.1
Foreign exchange (gain) loss               1.8    (1.3)      10.5      (0.8)
Share in net (income) loss of equity
 investees                                (0.1)   (0.1)      (0.8)     (0.8)
Finance and other income                  (1.4)   (0.2)      (4.1)     (1.0)
Bargain purchase gain                     (2.2)   (8.1)      (2.2)     (8.1)
Finance costs                              5.8     2.2       16.7       7.1
Amortization of intangible assets         43.2    29.1      173.2     119.1

Adjusted EBITA                           103.9    76.1      348.1     233.8
Adjusted EBITA margin                       24%     22%        21%       19%
                                       ---------------- --------------------

The following table reconciles Adjusted net income to net income:


                                       ---------------- --------------------
                                         Three months
                                             ended        Fiscal Year ended
                                         December 31,       December 31,
                                        --------------   ------------------
                                          2014    2013       2014      2013
                                        ------  ------   --------  --------
                                          ($M, except        ($M, except
                                         percentages)       percentages)

Total revenue                            439.8   340.3    1,669.3   1,210.8
                                        --------------   ------------------
                                        --------------   ------------------

Net income                                39.3    42.5      103.1      93.1
Adjusted for:
Amortization of intangible assets         43.2    29.1      173.2     119.1
Bargain purchase gain                     (2.2)   (8.1)      (2.2)     (8.1)
Deferred income tax expense (recovery)     6.3     5.7        0.2       2.6

Adjusted net income                       86.6    69.2      274.3     206.8
Adjusted net income margin                  20%     20%        16%       17%
                                       ---------------- --------------------

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.

SOURCE: CONSTELLATION SOFTWARE INC.


CONSTELLATION SOFTWARE INC.
Consolidated Statements of Financial Position
(In thousands of U.S. dollars)


----------------------------------------------------------------------------
----------------------------------------------------------------------------
                                                December 31,    December 31,
                                                        2014            2013
----------------------------------------------------------------------------
Assets

Current assets:
 Cash                                           $     70,679    $     77,967
 Equity security available-for-sale                        -             780
 Accounts receivable                                 200,056         191,446
 Work in progress                                     51,483          55,728
 Inventories                                          25,246          21,145
 Other assets                                         63,294          65,115
 ---------------------------------------------------------------------------
                                                     410,758         412,181

Non-current assets:
 Property and equipment                               37,227          36,017
 Deferred income taxes                                60,763          71,673
 Other assets                                         36,942          36,171
 Intangible assets                                   887,435         981,662
 ---------------------------------------------------------------------------
                                                   1,022,367       1,125,523

----------------------------------------------------------------------------
Total assets                                    $  1,433,125    $  1,537,704
----------------------------------------------------------------------------

Liabilities and Shareholders' Equity

Current liabilities:
 Bank indebtedness                              $     66,326    $    477,170
 TSS membership liability                             17,345               -
 Accounts payable and accrued liabilities            244,996         260,585
 Dividends payable                                    21,192          21,031
 Deferred revenue                                    347,336         306,213
 Provisions                                           13,399          11,887
 Acquisition holdback payments                        22,665          26,496
 Income taxes payable                                 25,588           5,474
 ---------------------------------------------------------------------------
                                                     758,847       1,108,856

Non-current liabilities:
 Bank indebtedness                                   149,654               -
 TSS membership liability                             30,515               -
 Debentures                                           78,642               -
 Deferred income taxes                               107,275         112,780
 Acquisition holdback payments                         3,603           4,203
 Other liabilities                                    44,758          45,866
 ---------------------------------------------------------------------------
                                                     414,447         162,849

----------------------------------------------------------------------------
Total liabilities                                  1,173,294       1,271,705
----------------------------------------------------------------------------


Shareholders' equity:
 Capital stock                                        99,283          99,283
 Accumulated other comprehensive income              (19,290)            449
 Retained earnings                                   179,838         166,267
 ---------------------------------------------------------------------------
                                                     259,831         265,999


----------------------------------------------------------------------------
Total liabilities and shareholders' equity      $  1,433,125    $  1,537,704
----------------------------------------------------------------------------

CONSTELLATION SOFTWARE INC.
Consolidated Statements of Income
(In thousands of U.S. dollars, except per share amounts)


----------------------------------------------------------------------------
                                                   Years ended December 31,
                                                       2014            2013
----------------------------------------------------------------------------


Revenue
 License                                       $    118,868    $    101,666
 Professional services                              396,128         256,749
 Hardware and other                                 139,340         127,886
 Maintenance and other recurring                  1,015,008         724,475
----------------------------------------------------------------------------
                                                  1,669,344       1,210,776

Expenses
 Staff                                              881,587         643,672
 Hardware                                            79,532          73,475
 Third party license, maintenance and
  professional services                             152,191         102,377
 Occupancy                                           41,043          29,309
 Travel                                              50,144          44,724
 Telecommunications                                  16,356          14,208
 Supplies                                            36,827          22,023
 Professional fees                                   22,844          17,633
 Other, net                                          24,278          19,593
 Depreciation                                        16,462           9,944
 Amortization of intangible assets                  173,186         119,144
----------------------------------------------------------------------------
                                                  1,494,450       1,096,102


Foreign exchange loss (gain)                         10,528            (768)
Share in net (income) loss of equity
 investee                                              (830)           (780)
Finance and other income                             (4,109)         (1,041)
Bargain purchase gain                                (2,246)         (8,111)
Finance costs                                        16,680           7,124
----------------------------------------------------------------------------
                                                     20,023          (3,576)

Income before income taxes                          154,871         118,250

Current income tax expense (recovery)                51,542          22,528
Deferred income tax expense (recovery)                  231           2,587
----------------------------------------------------------------------------
Income tax expense (recovery)                        51,773          25,115

----------------------------------------------------------------------------
Net income                                          103,098          93,135
----------------------------------------------------------------------------

Earnings per share
  Basic and diluted                            $       4.87    $       4.39

----------------------------------------------------------------------------

CONSTELLATION SOFTWARE INC.
Consolidated Statements of Comprehensive Income
(In thousands of U.S. dollars, except per share amounts)


----------------------------------------------------------------------------
----------------------------------------------------------------------------
                                                   Years ended December 31,
                                                       2014            2013
----------------------------------------------------------------------------

Net income                                     $    103,098    $     93,135

Items that are or may be reclassified
 subsequently to net income:

 Net change in fair value of available-for-
  sale financial asset during the year                   93             310

 Net change in fair value of derivatives
  designated as hedges during the year                 (546)              -

 Amounts reclassified to profit during the
  year related to realized gains on
  available-for-sale financial asset                   (574)              -

 Foreign currency translation differences
  from foreign operations                           (18,871)         (1,535)

 Current income tax recovery (expense)                   35              53

 Deferred income tax recovery (expense)                 124               -

----------------------------------------------------------------------------
Other comprehensive (loss) income for the
 year, net of income tax                            (19,739)         (1,172)

----------------------------------------------------------------------------
Total comprehensive income for the year        $     83,359    $     91,963
----------------------------------------------------------------------------

CONSTELLATION SOFTWARE INC.
Consolidated Statements of Changes in Equity
(In thousands of U.S. dollars)


----------------------------------------------------------------------------
Year ended December 31, 2014

                      Capital
                        stock Accumulated other comprehensive income/(loss)

                                                            Amounts related
                                            Amounts related to gains/losses
                                            to gains/losses   on available-
                                 Cumulative  on derivatives        for-sale
                                translation     designed as       financial
                                    account          hedges          assets

Balance at January
 1, 2014            $  99,283 $         (32) $            -  $          481

Total comprehensive
 income for the
 year

Net income                  -             -               -               -

Other comprehensive
 income (loss)

Net change in fair
 value of
 available-for-sale
 financial asset
 during the year            -             -               -              93

Net change in fair
 value of
 derivatives
 designated as
 hedges during the
 year                       -             -            (546)              -

Amounts
 reclassified to
 profit during the
 year related to
 realized gains on
 available-for-sale
 financial assets           -             -               -            (574)

Foreign currency
 translation
 differences from
 foreign operations         -       (18,871)              -               -

Current tax
 recovery (expense)         -            35               -               -

Deferred tax
 recovery (expense)         -           (12)            136               -

----------------------------------------------------------------------------
Total other
 comprehensive
 income (loss) for
 the year                   -       (18,848)           (410)           (481)

----------------------------------------------------------------------------
Total comprehensive
 income (loss) for
 the year                   -       (18,848)           (410)           (481)
----------------------------------------------------------------------------

Transactions with
 owners, recorded
 directly in equity
 Dividends to
  shareholders of
  the Company               -             -               -               -
 Fair value of
  rights offered to
  shareholders of
  the Company

----------------------------------------------------------------------------
Balance at December
 31, 2014           $  99,283 $     (18,880) $         (410) $            -
----------------------------------------------------------------------------

------------------------------------------------------------------
Year ended December 31, 2014

                    Total accumulated
                                other
                        comprehensive      Retained
                        income/(loss)      earnings         Total



Balance at January
 1, 2014            $             449  $    166,267  $    265,999

Total comprehensive
 income for the
 year

Net income                          -       103,098       103,098

Other comprehensive
 income (loss)

Net change in fair
 value of
 available-for-sale
 financial asset
 during the year                   93             -            93

Net change in fair
 value of
 derivatives
 designated as
 hedges during the
 year                            (546)            -          (546)

Amounts
 reclassified to
 profit during the
 year related to
 realized gains on
 available-for-sale
 financial assets                (574)            -          (574)

Foreign currency
 translation
 differences from
 foreign operations           (18,871)            -       (18,871)

Current tax
 recovery (expense)                35             -            35

Deferred tax
 recovery (expense)               124             -           124

------------------------------------------------------------------
Total other
 comprehensive
 income (loss) for
 the year                     (19,739)            -       (19,739)

------------------------------------------------------------------
Total comprehensive
 income (loss) for
 the year                     (19,739)      103,098        83,359
------------------------------------------------------------------

Transactions with
 owners, recorded
 directly in equity
 Dividends to
  shareholders of
  the Company                       -       (84,768)      (84,768)
 Fair value of
  rights offered to
  shareholders of
  the Company                                (4,759)       (4,759)

------------------------------------------------------------------
Balance at December
 31, 2014           $         (19,290) $    179,838  $    259,831
------------------------------------------------------------------

CONSTELLATION SOFTWARE INC.
Consolidated Statements of Changes in Equity
(In thousands of U.S. dollars)


----------------------------------------------------------------------------
Year ended December 31, 2013

                      Capital
                        stock Accumulated other comprehensive income/(loss)

                                                            Amounts related
                                            Amounts related to gains/losses
                                            to gains/losses   on available-
                                 Cumulative  on derivatives        for-sale
                                translation     designed as       financial
                                    account          hedges          assets

Balance at January
 1, 2013            $  99,283 $       1,450  $            -  $          171

Total comprehensive
 income for the
 year

Net income                  -             -               -               -

Other comprehensive
 income (loss)

Net of available-
 for-sale financial
 change in fair
 value assets
 during the year            -             -               -             310

Amounts
 reclassified to
 profit during the
 year related to
 realized gains on
 available-for-sale
 financial assets           -             -               -               -

Foreign currency
 translation
 differences from
 foreign operations         -        (1,535)              -               -

Current tax
 recovery (expense)         -            53               -               -

Deferred tax
 recovery (expense)         -             -               -

----------------------------------------------------------------------------
Total other
 comprehensive
 income for the
 year                       -        (1,482)              -             310

----------------------------------------------------------------------------
Total comprehensive
 income for the
 year                       -        (1,482)              -             310
----------------------------------------------------------------------------

Transactions with
 owners, recorded
 directly in equity
 Dividends to
  shareholders of
  the Company               -             -               -               -

----------------------------------------------------------------------------
Balance at December
 31, 2013           $  99,283 $         (32) $            -  $          481
----------------------------------------------------------------------------

------------------------------------------------------------------
Year ended December 31, 2013

                    Total accumulated
                                other
                        comprehensive      Retained
                        income/(loss)      earnings         Total



Balance at January
 1, 2013            $           1,621  $    157,900  $    258,804

Total comprehensive
 income for the
 year

Net income                          -        93,135        93,135

Other comprehensive
 income (loss)

Net of available-
 for-sale financial
 change in fair
 value assets
 during the year                  310             -           310

Amounts
 reclassified to
 profit during the
 year related to
 realized gains on
 available-for-sale
 financial assets                   -             -             -

Foreign currency
 translation
 differences from
 foreign operations            (1,535)            -        (1,535)

Current tax
 recovery (expense)                53             -            53

Deferred tax
 recovery (expense)                 -             -             -

------------------------------------------------------------------
Total other
 comprehensive
 income for the
 year                          (1,172)            -        (1,172)

------------------------------------------------------------------
Total comprehensive
 income for the
 year                          (1,172)       93,135        91,963
------------------------------------------------------------------

Transactions with
 owners, recorded
 directly in equity
 Dividends to
  shareholders of
  the Company                       -       (84,768)      (84,768)

------------------------------------------------------------------
Balance at December
 31, 2013           $             449  $    166,267  $    265,999
------------------------------------------------------------------

CONSTELLATION SOFTWARE INC.
Consolidated Statements of Cash Flows
(In thousands of U.S. dollars)


----------------------------------------------------------------------------
----------------------------------------------------------------------------
                                                    Year ended December 31,
                                                       2014            2013
----------------------------------------------------------------------------

Cash flows from operating activities:
 Net income                                    $    103,098    $     93,135
 Adjustments for:
  Depreciation                                       16,462           9,944
  Amortization of intangible assets                 173,186         119,144
  Share in net (income) loss of equity
   investee                                            (830)           (780)
  Finance and other income                           (4,109)         (1,041)
  Finance costs                                      16,680           7,124
  Bargain purchase gain                              (2,246)         (8,111)
  Income tax expense                                 51,773          25,115
  Foreign exchange loss (gain)                       10,528            (768)
 Change in non-cash operating working
  capital exclusive of effects of business
  combinations                                       (1,713)            519
 Income taxes paid                                  (21,367)        (23,988)
 ---------------------------------------------------------------------------
 Net cash flows from operating activities           341,462         220,293

Cash flows from (used in) financing
 activities:
 Interest paid                                      (12,877)         (3,428)
 Increase (decrease) in bank indebtedness,
  net                                              (233,513)        432,645
 Credit facility transaction costs                   (7,166)           (343)
 Proceeds from issuance of debentures                81,233               -
 Proceeds from issuance of TSS membership
  liability                                          48,503               -
 Dividends paid                                     (84,768)        (84,768)
 ---------------------------------------------------------------------------
 Net cash flows from (used in) in financing
  activities                                       (208,588)        344,106

Cash flows from (used in) investing
 activities:
 Acquisition of businesses, net of cash
  acquired                                          (98,688)       (501,095)
 Post-acquisition settlement payments, net
  of receipts                                       (22,952)        (21,771)
 Proceeds from sale of available-for-sale
  equity securities                                     873               -
 Interest and dividends received                        788             348
 Proceeds from sale of assets                           153           5,690
 Property and equipment purchased                   (13,868)        (11,100)
 ---------------------------------------------------------------------------
 Net cash flows used in investing activities       (133,694)       (527,928)

Effect of foreign currency on cash and cash
 equivalents                                         (6,468)            183
----------------------------------------------------------------------------

Increase (decrease) in cash and cash
 equivalents                                         (7,288)         36,654

Cash, beginning of year                              77,967          41,313

----------------------------------------------------------------------------
Cash, end of year                              $     70,679    $     77,967
----------------------------------------------------------------------------
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Contacts:
Constellation Software Inc.
Jamal Baksh
Chief Financial Officer
(416) 861-9677
info@csisoftware.com
www.csisoftware.com

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