Constellation Software Inc.TSX: CSU

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

· Issued by Constellation Software Inc. via GlobeNewswire

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