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Constellation Software Inc. Announces Results for the Fourth Quarter and Year Ended December 31, 2015 and Declares Quarterly Dividend


/EINPresswire.com/ -- TORONTO, ONTARIO -- (Marketwired) -- 02/17/16 -- Constellation Software Inc. (TSX: CSU) ("Constellation" or the "Company") today announced its financial results for the fourth quarter and year ended December 31, 2015 and declared a $1.00 per share dividend payable on April 5, 2016 to all common shareholders of record at close of business on March 18, 2016. 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 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, 2015, 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 2015 Headlines:


--  Revenue grew 16% (negative 1% organic growth) to $512 million compared
    to $440 million in Q4 2014. Changes in foreign exchange rates resulted
    in an approximate 5% reduction in organic growth.
--  Adjusted EBITA increased $29 million or 28% to $133 million as compared
    to $104 million in Q4 2014.
--  Adjusted EBITA margin increased 2% from 24% in Q4 2014 to 26% in Q4
    2015. Changes in foreign exchange rates resulted in less than a 1%
    reduction in Adjusted EBITA margin.
--  Adjusted net income increased 36% to $118 million ($5.55 on a diluted
    per share basis) from $87 million ($4.09 on a diluted per share basis)
    in Q4 2014.
--  Net income increased 68% to $66 million ($3.11 on a diluted per share
    basis) from $39 million ($1.86 on a diluted per share basis) in Q4 2014.
--  Nine acquisitions were completed for aggregate cash consideration of $25
    million (which includes acquired cash). Deferred payments associated
    with these acquisitions have an estimated value of $7 million.
--  Cash flows from operations were $114 million, an increase of 18%, or $17
    million, compared to $97 million in Q4 2014.

2015 Headlines:


--  Revenue grew 10% (negative 3% organic growth) to $1,838 million compared
    to $1,669 million in 2014. Changes in foreign exchange rates resulted in
    an approximate 6% reduction in organic growth.
--  Adjusted EBITA increased $98 million or 28% to $446 million as compared
    to $348 million in 2014.
--  Adjusted EBITA margin increased 3% from 21% in 2014 to 24% in 2015.
    Changes in foreign exchange rates resulted in less than a 1% reduction
    in Adjusted EBITA margin.
--  Adjusted net income increased 35% to $371 million ($17.51 on a diluted
    per share basis) from $274 million ($12.94 on a diluted per share basis)
    in 2014.
--  Net income increased 72% to $177 million ($8.36 on a diluted per share
    basis) from $103 million ($4.87 on a diluted per share basis) in 2014.
--  Thirty-one 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 $25
    million.
--  Cash flows from operations were $396 million, an increase of 16%, or $55
    million, compared to $341 million in 2014.

Fourth quarter 2015 revenue was $512 million, an increase of 16%, or $72 million, compared to $440 million for the comparable period in 2014. For the 2015 fiscal year total revenues were $1,838 million, an increase of 10%, or $169 million, compared to $1,669 million for the comparable period in 2014. The increase for both the three and twelve month periods compared to the same periods in the prior year is attributable to growth from acquisitions as the Company experienced negative organic growth of 1% and 3% respectively. For the three and twelve months ended December 31, 2015, the appreciation of the US dollar against most other major currencies in which the Company transacts business resulted in an approximate 5% and 6% respective reduction in the Company's organic growth rate compared to the comparable periods of 2014. The negative impact of foreign exchange on the Company's Q4 organic growth rate was partially offset by an increase in hardware sales recorded in our public sector relating to various large projects in our transit vertical. Hardware revenue is primarily recognized on delivery and as such can result in temporary spikes in revenue. Organic growth in Q4 was positive 1% after adjusting for both factors.

Adjusted EBITA for the fourth quarter of 2015 was $133 million, a 28% increase compared to the prior year's fourth quarter Adjusted EBITA of $104 million. Fourth quarter 2015 Adjusted EBITA per share on a diluted basis increased 28% to $6.27, compared to $4.90 for the same period in the prior year. Adjusted EBITA for the 2015 fiscal year was $446 million, a 28% increase over the 2014 fiscal year Adjusted EBITA of $348 million. Adjusted EBITA per share on a diluted basis for the 2015 fiscal year increased 28% to $21.02, compared to $16.43 for the 2014 fiscal year.

Adjusted net income for the fourth quarter of 2015 was $118 million, compared to the prior year's fourth quarter Adjusted net income of $87 million, a 36% increase. Fourth quarter 2015 Adjusted net income per share on a diluted basis increased 36% to $5.55 compared to $4.09 for the prior year's fourth quarter. Adjusted net income for the 2015 fiscal year was $371 million, an increase of 35% over the 2014 fiscal year Adjusted net income of $274 million. Adjusted net income per share on a diluted basis for the 2015 fiscal year increased 35% to $17.51, compared to $12.94 for the 2014 fiscal year.

Net income for the fourth quarter 2015 was $66 million compared to the prior year's fourth quarter net income of $39 million. Net income per share on a diluted per share basis for the fourth quarter of 2015 increased 68% to $3.11, compared to $1.86 for the same period of 2014. Net income for the 2015 fiscal year was $177 million, an increase of 72% over net income of $103 million for the 2014 fiscal year. Net income per share on a diluted basis for the 2015 fiscal year increased 72% to $8.36, compared to $4.87 for the 2014 fiscal year.

Cash flows from operations for the fourth quarter of 2015 were $114 million, an increase of 18%, or $17 million, compared to $97 million for the comparable period in 2014. For the 2015 fiscal year cash flows from operations were $396 million, an increase of 16%, or $55 million, compared to $341 million for the 2014 fiscal year.

The following table displays our revenue by reportable segment and the percentage change for the quarter and year ended December 31, 2015 compared to the same periods in 2014:


                ----------------------------- ------------------------------
                 Three months                   Fiscal year
                     ended      Period-Over-        ended      Period-Over-
                 December 31,  Period Change    December 31,  Period Change
                ----------------------------- ------------------------------
                   2015   2014       $   %       2015    2014       $   %
                ----------------------------- ------------------------------
                   ($M, except percentages)      ($M, except percentages)
Public Sector
Licenses           22.0   22.1   (0.1)    -1%    85.8    77.5     8.3    11%
Professional
 services          83.1   87.4   (4.3)    -5%   310.6   327.0  (16.4)    -5%
Hardware and
 other             46.4   30.5    15.9    52%   126.3   116.3    10.0     9%
Maintenance and
 other recurring  196.6  165.3    31.3    19%   740.8   650.7    90.1    14%
                ----------------------------- ------------------------------
                  348.1  305.3    42.8    14% 1,263.6 1,171.6    92.0     8%
                ----------------------------- ------------------------------

Private Sector
Licenses           12.4   11.5     0.8     7%    45.2    41.3     3.8     9%
Professional
 services          20.4   18.0     2.3    13%    74.0    69.1     4.8     7%
Hardware and
 other              6.9    7.1   (0.1)    -2%    26.6    23.0     3.6    15%
Maintenance and
 other recurring  123.8   97.8    26.0    27%   429.0   364.3    64.7    18%
                ----------------------------- ------------------------------
                  163.5  134.5    29.0    22%   574.7   497.7    76.9    15%
                ----------------------------- ------------------------------

Public Sector

For the quarter ended December 31, 2015, total revenue in the public sector reportable segment increased by 14%, or $43 million to $348 million, compared to $305 million for the quarter ended December 31, 2014. For the fiscal year ended December 31, 2015, total revenue increased by 8%, or $92 million to $1,264 million, compared to $1,172 million for the comparable period in 2014. Total revenue growth from acquired businesses contributed approximately $44 million to our Q4 2015 revenues and $134 million to our fiscal year ended December 31, 2015 revenues compared to the same periods in 2015, as we completed 27 acquisitions since the beginning of 2014. Organic revenue growth was 0% in Q4 2015 and negative 3% for the year ended December 31, 2015 compared to the same periods in 2014. For the three and twelve months ended December 31, 2015 the appreciation of the US dollar against most other major currencies in which the Company transacts business resulted in approximate 5% and 6% respective reductions in the public sector revenue organic growth rates compared to the comparable periods of 2014. The negative impact of foreign exchange on the public sector Q4 organic growth rate was offset by an increase in hardware sales relating to various large projects in our transit vertical. Hardware revenue is primarily recognized on delivery and as such can result in temporary spikes in revenue. Organic growth for the public sector in Q4 was 0% after adjusting for both factors.

Private Sector

For the quarter ended December 31, 2015, total revenue in the private sector reportable segment increased 22%, or $29 million to $164 million, compared to $135 million for the quarter ended December 31, 2014. For the fiscal year ended December 31, 2015, total revenue increased by 15%, or $77 million to $575 million, compared to $498 million for the comparable period in 2014. Total revenue growth from acquired businesses contributed approximately $32 million to our Q4 2015 revenues and $88 million to our fiscal year ended December 31, 2015 revenues compared to the same periods in 2014, as we completed 27 acquisitions since the beginning of 2014. Organic revenue growth was negative 2% for both the three and twelve months ended December 31, 2015 compared to the same periods in 2014. For the three and twelve months ended December 31, 2015, the appreciation of the US dollar against most other major currencies in which the Company transacts business resulted in approximate 4% and 5% respective reductions in the private sector revenue organic growth rates compared to the comparable periods of 2014.

Conference Call and Webcast

Management will host a conference call at 8:00 a.m. (ET) on Friday, February 19, 2016 to answer questions regarding the results. The teleconference numbers are 416-340-8530 or 800-952-4972. 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 12:30 p.m. ET the same day until 11:59 p.m. ET on March 4, 2016. To access the replay, please dial 905-694-9451 or 800-408-3053 followed by the passcode 7911261.

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, bargain purchase gain, finance costs, income taxes, share in net income or loss of equity investees, impairment of non-financial assets, amortization, TSS membership liability revaluation charge, 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, the TSS membership liability revaluation charge, and certain other expenses (income), and excludes the portion of the adjusted net income of Total Specific Solutions (TSS) B.V. ("TSS") attributable to the minority owners of TSS. 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, the TSS membership liability revaluation charge, and certain other non-cash expenses (income) incurred or recognized by the Company from time to time, and adjusts for the portion of TSS' Adjusted net income not attributable to shareholders of Constellation. "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. Adjusted EBITA includes 100% of the Adjusted EBITA of TSS.

The following table reconciles Adjusted EBITA to net income:


                      --------------------------  --------------------------
                          Three months ended          Fiscal year ended
                             December 31,                December 31,
                      --------------------------  --------------------------
                              2015         2014           2015         2014
                      --------------------------  --------------------------
                       ($M, except percentages)    ($M, except percentages)

Total revenue                511.6        439.8        1,838.3      1,669.3
                      --------------------------  --------------------------
                      --------------------------  --------------------------

Net income                    66.0         39.3          177.2        103.1
Adjusted for:
Income tax expense
 (recovery)                   15.8         17.6           67.1         51.8
Foreign exchange
 (gain) loss                  (7.3)         1.8          (15.7)        10.5
TSS membership
 liability revaluation
charge                         7.1            -           22.2            -
Share in net (income)
 loss of equity
 investees                    (0.2)        (0.1)          (1.1)        (0.8)
Finance and other
 income                       (1.5)        (1.4)          (4.8)        (4.1)
Bargain purchase gain            -         (2.2)             -         (2.2)
Finance costs                  5.1          5.8           20.1         16.7
Amortization of
 intangible assets            47.9         43.2          180.5        173.2

Adjusted EBITA               132.8        103.9          445.5        348.1
Adjusted EBITA margin          26%          24%            24%          21%
                      --------------------------  --------------------------

The following table reconciles Adjusted net income to net income:


                      --------------------------  --------------------------
                          Three months ended          Fiscal year ended
                             December 31,                December 31,
                      --------------------------  --------------------------
                              2015         2014           2015         2014
                      --------------------------  --------------------------
                       ($M, except percentages)    ($M, except percentages)

Total revenue                511.6        439.8        1,838.3      1,669.3
                      --------------------------  --------------------------
                      --------------------------  --------------------------

Net income                    66.0         39.3          177.2        103.1
Adjusted for:
Amortization of
 intangible assets            47.9         43.2          180.5        173.2
TSS membership
 liability revaluation
charge                         7.1            -           22.2            -
Bargain purchase gain            -         (2.2)             -         (2.2)
Less non-controlling
 interest in the
 Adjusted
net income of TSS             (3.1)           -          (12.6)           -
Deferred income tax
 expense (recovery)           (0.1)         6.3            3.6          0.2

Adjusted net income          117.7         86.6          371.0        274.3
Adjusted net income
 margin                        23%          20%            20%          16%
                      --------------------------  --------------------------

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.



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

----------------------------------------------------------------------------
----------------------------------------------------------------------------
                                                December 31,   December 31,
                                                        2015           2014
---------------------------------------------------------------------------

Assets

Current assets:
  Cash                                         $     178,471  $      70,679
  Accounts receivable                                226,771        200,056
  Work in progress                                    59,483         51,483
  Inventories                                         24,332         25,246
  Other assets                                        67,246         63,294
---------------------------------------------------------------------------
                                                     556,303        410,758

Non-current assets:
  Property and equipment                              42,072         37,227
  Deferred income taxes                               56,650         60,763
  Other assets                                        32,186         36,942
  Intangible assets                                  952,109        887,435
---------------------------------------------------------------------------
                                                   1,083,017      1,022,367
---------------------------------------------------------------------------

Total assets                                   $   1,639,320  $   1,433,125
---------------------------------------------------------------------------
---------------------------------------------------------------------------

Liabilities and Shareholders' Equity

Current liabilities:
  Bank indebtedness                            $           -  $      63,894
  CNH Facility                                         8,725          2,432
  TSS membership liability                            19,602         17,345
  Accounts payable and accrued liabilities           274,981        244,996
  Dividends payable                                   21,326         21,192
  Deferred revenue                                   421,027        347,336
  Provisions                                           8,420         13,399
  Acquisition holdback payments                        9,116         22,665
  Income taxes payable                                 6,561         25,588
---------------------------------------------------------------------------
                                                     769,758        758,847

Non-current liabilities:
  CNH Facility                                       126,407        149,654
  TSS membership liability                            34,482         30,515
  Debentures                                         220,043         78,642
  Deferred income taxes                              109,795        107,275
  Acquisition holdback payments                        6,987          3,603
  Other liabilities                                   34,566         44,758
---------------------------------------------------------------------------
                                                     532,280        414,447

---------------------------------------------------------------------------
Total liabilities                                  1,302,038      1,173,294
---------------------------------------------------------------------------



Shareholders' equity:
  Capital stock                                       99,283         99,283
  Accumulated other comprehensive income
   (loss)                                            (34,319)       (19,290)
  Retained earnings                                  272,318        179,838
---------------------------------------------------------------------------
                                                     337,282        259,831


---------------------------------------------------------------------------
Total liabilities and shareholders' equity     $   1,639,320  $   1,433,125
---------------------------------------------------------------------------

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

---------------------------------------------------------------------------
---------------------------------------------------------------------------
                                                   Years ended December 31,
                                                        2015           2014
---------------------------------------------------------------------------


Revenue
  License                                      $     131,022  $     118,868
  Professional services                              384,583        396,128
  Hardware and other                                 152,909        139,340
  Maintenance and other recurring                  1,169,795      1,015,008
---------------------------------------------------------------------------
                                                   1,838,309      1,669,344

Expenses
  Staff                                              912,416        881,587
  Hardware                                            90,308         79,532
  Third party license, maintenance and
   professional services                             163,684        152,191
  Occupancy                                           43,218         41,043
  Travel                                              54,643         50,144
  Telecommunications                                  17,909         16,356
  Supplies                                            10,951          9,849
  Software and equipment                              30,954         26,978
  Professional fees                                   22,619         22,844
  Other, net                                          29,042         24,278
  Depreciation                                        17,028         16,462
  Amortization of intangible assets                  180,469        173,186
---------------------------------------------------------------------------
                                                   1,573,241      1,494,450


Foreign exchange loss (gain)                         (15,743)        10,528
TSS membership liability revaluation charge           22,244              -
Share in net (income) loss of equity investee         (1,070)          (830)
Finance and other income                              (4,772)        (4,109)
Bargain purchase gain                                      -         (2,246)
Finance costs                                         20,110         16,680
---------------------------------------------------------------------------
                                                      20,769         20,023

Income before income taxes                           244,299        154,871

Current income tax expense (recovery)                 63,450         51,542
Deferred income tax expense (recovery)                 3,601            231
---------------------------------------------------------------------------
Income tax expense (recovery)                         67,051         51,773

---------------------------------------------------------------------------
Net income                                           177,248        103,098
---------------------------------------------------------------------------

Earnings per share
  Basic and diluted                            $        8.36  $        4.87
---------------------------------------------------------------------------
---------------------------------------------------------------------------

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

---------------------------------------------------------------------------
---------------------------------------------------------------------------
                                                   Years ended December 31,
                                                        2015           2014
---------------------------------------------------------------------------

Net income                                     $     177,248  $     103,098

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

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

  Net change in fair value of derivatives
   designated as hedges during the period               (423)          (546)

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

  Foreign currency translation differences
   from foreign operations                           (14,734)       (18,871)

  Current income tax recovery (expense)                    -             35

  Deferred income tax recovery (expense)                 128            124

---------------------------------------------------------------------------
Other comprehensive (loss) income for the
 period, net of income tax                           (15,029)       (19,739)

Total comprehensive income for the period      $     162,219  $      83,359
---------------------------------------------------------------------------
---------------------------------------------------------------------------

CONSTELLATION SOFTWARE INC.
Consolidated Statements of Changes in Equity
(In thousands of U.S. dollars)
Year ended December 31, 2015

---------------------------------------------------------------------------
                            Capital            Accumulated other
                              stock              comprehensive
                                                 income/(loss)




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

Balance at January 1, 2015 $ 99,283 $    (18,880) $       (410) $         -

Total comprehensive income
 for the period

Net income                        -            -             -            -

Other comprehensive income
 (loss)

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

Net change in fair value
 of derivatives designated
 as hedges during the
 period                           -            -          (423)           -

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

Foreign currency
 translation differences
 from foreign operations          -      (14,734)            -            -

Current tax recovery
 (expense)                        -            -             -            -

Deferred tax recovery
 (expense)                        -            -           128            -
---------------------------------------------------------------------------

Total other comprehensive
 income (loss) for the
 period                           -      (14,734)         (295)           -

---------------------------------------------------------------------------
Total comprehensive income
 (loss) for the period            -      (14,734)         (295)           -
---------------------------------------------------------------------------
---------------------------------------------------------------------------

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

---------------------------------------------------------------------------
Balance at December 31,
 2015                      $ 99,283 $    (33,614) $       (705) $         -
---------------------------------------------------------------------------


CONSTELLATION SOFTWARE INC.
Consolidated Statements of Changes in Equity
(In thousands of U.S. dollars)
Year ended December 31, 2015

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












Balance at January 1, 2015          $      (19,290) $  179,838  $  259,831

Total comprehensive income
 for the period

Net income                                       -     177,248     177,248

Other comprehensive income
 (loss)

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

Net change in fair value
 of derivatives designated
 as hedges during the
 period                                       (423)          -        (423)

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

Foreign currency
 translation differences
 from foreign operations                   (14,734)          -     (14,734)

Current tax recovery
 (expense)                                       -           -           -

Deferred tax recovery
 (expense)                                     128           -         128
--------------------------------------------------------------------------

Total other comprehensive
 income (loss) for the
 period                                    (15,029)          -     (15,029)

--------------------------------------------------------------------------
Total comprehensive income
 (loss) for the period                     (15,029)    177,248     162,219
--------------------------------------------------------------------------
--------------------------------------------------------------------------

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

--------------------------------------------------------------------------
Balance at December 31,
 2015                               $      (34,319) $  272,318  $  337,282
--------------------------------------------------------------------------

CONSTELLATION SOFTWARE INC.
Consolidated Statements of Changes in Equity
(In thousands of U.S. dollars)
Year ended December 31, 2014

----------------------------------------------------------------------------
                             Capital           Accumulated other
                               stock             comprehensive
                                                 income/(loss)




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

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

Total comprehensive income
 for the period

Net income                         -           -             -            -

Other comprehensive income
 (loss)

Net change in fair value of
 available-for-sale
 financial assets during
 the period                        -           -             -           93

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

Amounts reclassified to
 profit during the period
 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 for the period             -     (18,848)         (410)        (481)

----------------------------------------------------------------------------
Total comprehensive income
 for the period                    -     (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) $         -
----------------------------------------------------------------------------


CONSTELLATION SOFTWARE INC.
Consolidated Statements of Changes in Equity
(In thousands of U.S. dollars)
Year ended December 31, 2014

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












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

Total comprehensive income
 for the period

Net income                                        -     103,098     103,098

Other comprehensive income
 (loss)

Net change in fair value of
 available-for-sale
 financial assets during
 the period                                      93           -          93

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

Amounts reclassified to
 profit during the period
 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 for the period                      (19,739)          -     (19,739)

---------------------------------------------------------------------------
Total comprehensive income
 for the period                             (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)

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Balance at December 31,
2014                                 $      (19,290) $  179,838  $  259,831
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CONSTELLATION SOFTWARE INC.
Consolidated Statements of Cash Flows
(In thousands of U.S. dollars)

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                                                    Year ended December 31,
                                                        2015           2014
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Cash flows from operating activities:
  Net income                                   $     177,248  $     103,098
  Adjustments for:
    Depreciation                                      17,028         16,462
    Amortization of intangible assets                180,469        173,186
    TSS membership liability revaluation
     charge                                           22,244              -
    Share in net (income) loss of equity
     investee                                         (1,070)          (830)
    Finance and other income                          (4,772)        (4,109)
    Finance costs                                     20,110         16,680
    Bargain purchase gain                                  -         (2,246)
    Income tax expense (recovery)                     67,051         51,773
    Foreign exchange loss (gain)                     (15,743)        10,528
  Change in non-cash operating working capital
   exclusive of effects of business                    3,080
   combinations                                                      (1,713)
  Income taxes paid                                  (69,701)       (21,367)
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  Net cash flows from operating activities           395,944        341,462

Cash flows from (used in) financing
 activities:
  Interest paid                                      (17,533)       (12,877)
  Increase (decrease) in revolving credit
   facility, net                                     (64,500)       (84,700)
  Proceeds from issuance of CNH facility                   -        177,000
  Repayments of CNH facility and TSS
   Acquisition Facility                               (2,199)      (325,813)
  Credit facility transaction costs                        -         (7,166)
  Proceeds from issuance of debentures               159,709         81,233
  Proceeds from issuance of TSS Membership
   Liability                                               -         48,503
  Distribution to TSS minority owners                (10,879)             -
  Dividends paid                                     (84,768)       (84,768)
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  Net cash flows from (used in) in financing
   activities                                        (20,170)      (208,588)

Cash flows from (used in) investing
 activities:
  Acquisition of businesses, net of cash
   acquired                                         (210,299)       (98,688)
  Post-acquisition settlement payments, net of
   receipts                                          (38,473)       (22,952)
  Proceeds from sale of available-for-sale
   equity securities                                       -            873
  Interest and dividends received                        570            788
  Proceeds from sale of assets                             -            153
  Property and equipment purchased                   (12,894)       (13,868)
------------------------------------------------------------ --------------
  Net cash flows from (used in) investing
   activities                                       (261,096)      (133,694)

Effect of foreign currency on cash and cash
 equivalents                                          (6,886)        (6,468)
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Increase (decrease) in cash and cash
 equivalents                                         107,792         (7,288)

Cash, beginning of period                             70,679         77,967

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Cash, end of period                            $     178,471  $      70,679
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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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