Constellation Software Inc. Announces Results for the Second Quarter Ended June 30, 2025 and Declares Quarterly Dividend

TORONTO, Aug. 08, 2025 (GLOBE NEWSWIRE) -- Constellation Software Inc. (TSX:CSU) (“Constellation” or the “Company”) today announced its financial results for the second quarter ended June 30, 2025 and declared a $1.00 per share dividend payable on October 10, 2025 to all common shareholders of record at close of business on September 19, 2025. This dividend has been designated as an eligible dividend for the purposes of the Income Tax Act (Canada). Please note that all dollar amounts referred to in this press release are in U.S. Dollars unless otherwise stated.

The following press release should be read in conjunction with the Company’s Unaudited Condensed Consolidated Interim Financial Statements for the three and six months ended June 30, 2025 and the accompanying notes, our Management Discussion and Analysis for the three and six months ended June 30, 2025 and with our annual Consolidated Financial Statements, prepared in accordance with International Financial Reporting Standards (“IFRS”) and our annual Management’s Discussion and Analysis for the year ended December 31, 2024, which can be found on SEDAR+ at www.sedarplus.com and on the Company’s website www.csisoftware.com. Additional information about the Company is also available on SEDAR+ at www.sedarplus.com.

Q2 2025 and Subsequent Headlines:

Revenue grew 15% (5% organic growth, 4% after adjusting for changes in foreign exchange rates) to $2,844 million compared to $2,468 million in Q2 2024.
Net income attributable to common shareholders decreased 68% to $56 million ($2.66 on a diluted per share basis) from $177 million ($8.35 on a diluted per share basis) in Q2 2024.
A number of acquisitions were completed for aggregate cash consideration of $380 million (which includes acquired cash). Deferred payments associated with these acquisitions have an estimated value of $89 million resulting in total consideration of $469 million.
Cash flows from operations (“CFO”) were $433 million, an increase of 63%, or $168 million, compared to $265 million for the comparable period in 2024.
Free cash flow available to shareholders¹ (“FCFA2S”) increased $37 million to $220 million compared to $182 million for the same period in 2024.

Total revenue for the quarter ended June 30, 2025 was $2,844 million, an increase of 15%, or $376 million, compared to $2,468 million for the comparable period in 2024. For the first six months of 2025 total revenues were $5,498 million, an increase of 14%, or $676 million, compared to $4,822 million for the comparable period in 2024. The increase for both the three and six 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 5% and 3% respectively, 4% and 3% respectively for both periods 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 June 30, 2025 was $56 million compared to $177 million for the same period in 2024. On a per share basis this translated into a net income per diluted share of $2.66 in the quarter ended June 30, 2025 compared to net income per diluted share of $8.35 for the same period in 2024. For the six months ended June 30, 2025, net income attributable to common shareholders of CSI was $192 million or $9.07 per diluted share compared to $282 million or $13.31 per diluted share for the same period in 2024.

For the quarter ended June 30, 2025, CFO increased $168 million to $433 million compared to $265 million for the same period in 2024 representing an increase of 63%. For the first six months of 2025, CFO increased $258 million to $1,260 million compared to $1,002 million during the same period in 2024, representing an increase of 26%.

For the quarter ended June 30, 2025, FCFA2S increased $37 million to $220 million compared to $182 million for the same period in 2024 representing an increase of 20%. For the six months ended June 30, 2025, FCFA2S increased $102 million to $730 million compared to $628 million for the same period in 2024 representing an increase of 16%.

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 Measures
Free cash flow available to shareholders ‘‘FCFA2S’’ refers to net cash flows from operating activities less interest paid on lease obligations, interest paid on debt, debt transaction costs, payments of lease obligations, the IRGA / TSS membership liability revaluation charge, and property and equipment purchased, and includes interest and dividends received, and the proceeds from sale of interest rate caps. The portion of this amount applicable to non-controlling interests is then deducted. We believe that FCFA2S is useful supplemental information as it provides an indication of the uncommitted cash flow that is available to shareholders if we do not make any acquisitions, or investments, and do not repay any debts. While we could use the FCFA2S to pay dividends or repurchase shares, our objective is to invest all of our FCFA2S in acquisitions which meet our hurdle rate.

FCFA2S is not a recognized measure under IFRS and, accordingly, readers are cautioned that FCFA2S should not be construed as an alternative to net cash flows from operating activities.

The following table reconciles FCFA2S to net cash flows from operating activities:

		Three months ended June 30,					Six months ended June 30,
		2025		2024			2025		2024
	($ in millions)					($ in millions)

Net cash flows from operating activities		433		265			1,260		1,002
Adjusted for:
Interest paid on lease obligations		(4	)	(3	)		(8	)	(7	)
Interest paid on debt		(32	)	(37	)		(94	)	(78	)
Proceeds from sale of interest rate cap		-		-			-		-
Debt transaction costs		(4	)	(2	)		(4	)	(13	)
Payments of lease obligations		(33	)	(29	)		(63	)	(58	)
IRGA / TSS membership liability revaluation charge		(126	)	(8	)		(220	)	(89	)
Property and equipment purchased		(16	)	(13	)		(31	)	(23	)
Interest and dividends received		20		9			32		15

		239		182			871		749
Less amount attributable to
Non-controlling interests		(19	)	1			(140	)	(121	)

Free cash flow available to shareholders		220		182			730		628

Due to rounding, certain totals may not foot.

About Constellation Software Inc.

Constellation's common shares are listed on the Toronto Stock Exchange under the symbol "CSU". Constellation acquires, manages and builds vertical market software businesses.

For further information:

Jamal Baksh
Chief Financial Officer
(416) 861-9677
info@csisoftware.com
www.csisoftware.com

SOURCE: CONSTELLATION SOFTWARE INC.

CONSTELLATION SOFTWARE INC.
Condensed Consolidated Interim Statements of Financial Position
(In millions of U.S. dollars, except per share amounts. Due to rounding, numbers presented may not foot.)

Unaudited
		June 30, 2025		December 31, 2024			June 30, 2024

Assets

Current assets:
	Cash	$	2,575	$	1,980		$	1,873
	Accounts receivable		1,285		1,292			1,116
	Unbilled revenue		466		369			419
	Inventories		67		56			60
	Other assets		685		596			628
			5,079		4,293			4,096

Non-current assets:
	Property and equipment		231		222			215
	Right of use assets		381		329			324
	Deferred income taxes		281		219			192
	Equity securities		481		13			14
	Other assets		369		316			298
	Intangible assets		7,907		7,459			6,985
			9,650		8,559			8,027

Total assets		$	14,728	$	12,851		$	12,123

Liabilities and Shareholders' Equity

Current liabilities:
	Debt with recourse to Constellation Software Inc.	$	575	$	303		$	274
	Debt without recourse to Constellation Software Inc.		250		319			342
	Accounts payable and accrued liabilities		1,515		1,589			1,312
	Dividends payable		21		21			21
	Deferred revenue		2,415		1,966			2,086
	Provisions		23		22			11
	Acquisition holdback payables		183		218			271
	Lease obligations		130		115			115
	Income taxes payable		112		111			104
			5,223		4,664			4,537

Non-current liabilities:
	Debt with recourse to Constellation Software Inc.		1,932		1,855			1,834
	Debt without recourse to Constellation Software Inc.		1,981		1,689			1,604
	Deferred income taxes		787		670			620
	Acquisition holdback payables		165		131			110
	Lease obligations		291		252			247
	Other liabilities		367		300			268
			5,523		4,899			4,683

Total liabilities			10,746		9,563			9,220


Shareholders' equity:
	Capital stock		99		99			99
	Accumulated other comprehensive income (loss)		129		(224	)		(158	)
	Retained earnings		3,068		2,919			2,517
	Non-controlling interests		686		493			445
			3,982		3,288			2,903

Total liabilities and shareholders' equity		$	14,728	$	12,851		$	12,123

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 June 30,						Six months ended June 30,
		2025			2024			2025			2024


Revenue
License	$	87		$	87		$	183		$	175
Professional services		532			495			1,019			964
Hardware and other		80			68			155			127
Maintenance and other recurring		2,144			1,819			4,141			3,556
		2,844			2,468			5,498			4,822

Expenses
Staff		1,457			1,328			2,869			2,620
Hardware		43			37			83			72
Third party license, maintenance and professional services		268			243			522			458
Occupancy		17			16			33			30
Travel, telecommunications, supplies, software and equipment		144			133			275			245
Professional fees		55			44			102			83
Other, net		56			51			109			101
Depreciation		50			45			96			89
Amortization of intangible assets		286			258			558			500
		2,375			2,155			4,647			4,197


Foreign exchange loss (gain)		118			4			150			(15	)
IRGA/TSS Membership liability revaluation charge		126			8			220			89
Finance and other expense (income)		(28	)		(23	)		(108	)		(32	)
Bargain purchase gain		(5	)		(2	)		(5	)		(5	)
Impairment of intangible and other non-financial assets		9			6			11			16
Redeemable preferred securities expense (income)		-			-			-			58
Finance costs		71			69			142			136
		290			61			409			247

Income (loss) before income taxes		179			252			441			378

Current income tax expense (recovery)		155			143			292			270
Deferred income tax expense (recovery)		(60	)		(78	)		(109	)		(153	)
Income tax expense (recovery)		95			65			183			117

Net income (loss)		85			187			258			261

Net income (loss) attributable to:
Common shareholders of Constellation Software Inc.		56			177			192			282
Non-controlling interests		28			10			66			(21	)
Net income (loss)		85			187			258			261

Earnings per common share of Constellation Software Inc.
Basic and diluted	$	2.66		$	8.35		$	9.07		$	13.31

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 June 30,					Six months ended June 30,
		2025		2024			2025		2024

Net income (loss)	$	85	$	187		$	258	$	261

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

Foreign currency translation differences from foreign operations and other, net of tax		185		(14	)		264		(62	)

Items that will not be reclassified to net income (loss):

Changes in the fair value of equity investments at FVOCI		95		-			215		-

Other comprehensive income (loss), net of income tax		280		(14	)		479		(62	)

Total comprehensive income (loss)	$	364	$	173		$	737	$	198

Total other comprehensive income (loss) attributable to:
Common shareholders of Constellation Software Inc.		213		(13	)		353		(53	)
Non-controlling interests		66		(1	)		126		(9	)
Total other comprehensive income (loss)	$	280	$	(14	)	$	479	$	(62	)

Total comprehensive income (loss) attributable to:
Common shareholders of Constellation Software Inc.		270		164			545		229
Non-controlling interests		95		9			192		(30	)
Total comprehensive income (loss)	$	364	$	173		$	737	$	198

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
Six months ended June 30, 2025
	Equity Attributable to Common Shareholders of CSI
	Capital stock		Accumulated other comprehensive income (loss)			Retained earnings			Total			Non-controlling interests			Total equity

Balance at January 1, 2025	$	99	$	(224	)	$	2,919		$	2,795		$	493		$	3,288

Total comprehensive income (loss):

Net income (loss)		-		-			192			192			66			258

Other comprehensive income (loss)



Foreign currency translation differences from foreign operations and other, net of tax and changes in the fair value of equity investments at FVOCI		-		353			-			353			126			479


Total other comprehensive income (loss)		-		353			-			353			126			479

Total comprehensive income (loss)		-		353			192			545			192			737

Transactions with owners, recorded directly in equity

Other movements in non-controlling interests		-		-			(1	)		(1	)		1			(0	)

Dividends paid to non-controlling interests		-		-			-			-			(0	)		(0	)

Dividends to shareholders of the Company		-		-			(42	)		(42	)		-			(42	)

Balance at June 30, 2025	$	99	$	129		$	3,068		$	3,296		$	686		$	3,982

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
Six months ended June 30, 2024

	Equity Attributable to Common Shareholders of CSI
	Capital stock		Accumulated other comprehensive income (loss)			Retained earnings			Total			Non-controlling interests			Total equity

Balance at January 1, 2024	$	99	$	(99	)	$	1,876		$	1,877		$	85		$	1,961

Total comprehensive income (loss):

Net income (loss)		-		-			282			282			(21	)		261

Other comprehensive income (loss)


Foreign currency translation differences from foreign operations and other, net of tax		-		(53	)		-			(53	)		(9	)		(62	)

Total other comprehensive income (loss)		-		(53	)		-			(53	)		(9	)		(62	)

Total comprehensive income (loss)		-		(53	)		282			229			(30	)		198

Transactions with owners, recorded directly in equity

Non-controlling interests arising from business combinations		-		-			-			-			(0	)		(0	)

Conversion of Lumine Special Shares to subordinate voting shares of Lumine and settlement of accrued dividend on Lumine Special Shares through the issuance of subordinate voting shares of Lumine		-		-			-			-			872			872

Conversion of Lumine Preferred Shares to subordinate voting shares of Lumine and settlement of accrued dividend on Lumine Preferred Shares through the issuance of subordinate voting shares of Lumine		-		(6	)		400			394			(394	)		-

Other movements in non-controlling interests		-		-			1			1			(1	)		(0	)

Dividends paid to non-controlling interests		-		-			-			-			(86	)		(86	)

Dividends to shareholders of the Company				-			(42	)		(42	)		-			(42	)

Balance at June 30, 2024	$	99	$	(158	)	$	2,517		$	2,458		$	445		$	2,903

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 June 30,						Six months ended June 30,
		2025			2024			2025			2024

Cash flows from (used in) operating activities:
Net income (loss)	$	85		$	187		$	258		$	261
Adjustments for:
Depreciation		50			45			96			89
Amortization of intangible assets		286			258			558			500
IRGA/TSS Membership liability revaluation charge		126			8			220			89
Finance and other expense (income)		(28	)		(23	)		(108	)		(32	)
Bargain purchase (gain)		(5	)		(2	)		(5	)		(5	)
Impairment of intangible and other non-financial assets		9			6			11			16
Redeemable preferred securities expense (income)		-			-			-			58
Finance costs (note 13)		71			69			142			136
Income tax expense (recovery)		95			65			183			117
Foreign exchange loss (gain)		118			4			150			(15	)
Depreciation of third party costs		4			-			9			-
Change in non-cash operating assets and liabilities exclusive of effects of business combinations		(185	)		(174	)		46			34
Transaction costs associated with equity securities classified as FVOCI		-			-			(2	)		-
Income taxes paid		(192	)		(177	)		(299	)		(245	)
Net cash flows from (used in) operating activities		433			265			1,260			1,002

Cash flows from (used in) financing activities:
Interest paid on lease obligations		(4	)		(3	)		(8	)		(7	)
Interest paid on debt		(32	)		(37	)		(94	)		(78	)
Increase (decrease) in CSI facility		-			-			-			(578	)
Increase (decrease) in Topicus revolving credit debt facility without recourse to CSI		(135	)		(21	)		(104	)		92
Proceeds from issuance of Senior Notes		-			-			-			1,000
Proceeds from issuance of debt facilities without recourse to CSI		341			164			368			276
Repayments of debt facilities without recourse to CSI		(69	)		(14	)		(99	)		(32	)
Other financing activities		1			(24	)		(0	)		(27	)
Dividends paid to non-controlling interests		-			(0	)		(0	)		(86	)
Debt transaction costs		(4	)		(2	)		(4	)		(13	)
Payments of lease obligations, net of sublease receipts		(33	)		(29	)		(63	)		(58	)
Distribution to the Joday Group		-			-			-			(64	)
Principal repayments to the Joday Group pursuant to the Call Notice		-			-			-			(22	)
Dividends paid to common shareholders of the Company		(21	)		(21	)		(42	)		(42	)
Net cash flows from (used in) in financing activities		43			12			(48	)		363

Cash flows from (used in) investing activities:
Acquisition of businesses		(380	)		(452	)		(474	)		(675	)
Cash obtained with acquired businesses		45			31			56			66
Post-acquisition settlement payments, net of receipts		(114	)		(54	)		(130	)		(130	)
Purchases of investments and other assets		(14	)		(0	)		(189	)		(1	)
Proceeds from sales of other investments and other assets		15			2			15			5
Decrease (increase) in restricted cash		(3	)		2			5			(9	)
Interest, dividends and other proceeds received		20			8			32			13
Property and equipment purchased		(16	)		(13	)		(31	)		(23	)
Net cash flows from (used in) investing activities		(446	)		(476	)		(717	)		(753	)

Effect of foreign currency on cash		68			(5	)		101			(22	)

Increase (decrease) in cash		98			(205	)		596			590

Cash, beginning of period	$	2,477		$	2,078		$	1,980		$	1,284

Cash, end of period	$	2,575		$	1,873		$	2,575		$	1,873

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